filings.toolsWaters 10-Q 2026-04-04
Filed 2026-05-12. 8 sections, 188K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF 1934 |
|---|
For the quarterly period ended April 4, 2026
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from
to
.
Commission File Number:
001-14010
Waters Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 13-3668640 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
34 Maple Street
Milford, Massachusetts 01757
(Address, including zip code, of principal executive offices)
(508) 478-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | WAT | New York Stock Exchange, Inc. |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in
Rule 12b-2
of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2
of the Act). Yes ☐ No ☒
Indicate the number of shares outstanding of the registrant’s common stock as of May 6, 2026: 98,185,855
Table of Contents
WATERS CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
INDEX
Table of Contents
Item 1. Financial Statements
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
| April 4, 2026 | December 31, 2025 | |||||||
| (In millions, except share data) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 462 | $ | 588 | ||||
| Accounts receivable, net | 1,753 | 829 | ||||||
| Inventories | 1,496 | 572 | ||||||
| Other current assets | 353 | 159 | ||||||
| Total current assets | 4,064 | 2,148 | ||||||
| Property, plant and equipment, net | 1,520 | 642 | ||||||
| Intangible assets, net | 8,776 | 558 | ||||||
| Goodwill | 9,317 | 1,340 | ||||||
| Operating lease assets | 356 | 81 | ||||||
| Other assets | 498 | 308 | ||||||
| Total assets | $ | 24,531 | $ | 5,077 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Notes payable | $ | 360 | $ | 460 | ||||
| Accounts payable | 602 | 104 | ||||||
| Accrued employee compensation | 196 | 100 | ||||||
| Deferred revenue and customer advances | 520 | 267 | ||||||
| Current operating lease liabilities | 53 | 31 | ||||||
| Accrued income taxes | 47 | 36 | ||||||
| Accrued warranty | 22 | 12 | ||||||
| Other current liabilities | 473 | 230 | ||||||
| Total current liabilities | 2,273 | 1,239 | ||||||
| Long-term liabilities: | ||||||||
| Long-term debt | 4,855 | 947 | ||||||
| Long-term deferred tax liabilities | 1,568 | 37 | ||||||
| Long-term operating lease liabilities | 302 | 53 | ||||||
| Long-term portion of retirement benefits | 57 | 44 | ||||||
| Long-term income tax liabilities | 28 | 34 | ||||||
| Other long-term liabilities | 156 | 161 | ||||||
| Total long-term liabilities | 6,966 | 1,276 | ||||||
| Total liabilities | 9,239 | 2,515 | ||||||
| Commitments and contingencies (Notes 6, 7 and 10) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, par value $0.01 per share, 5,000 shares authorized, none issued at April 4, 2026 and December 31, 2025 | — | — | ||||||
| Common stock, par value $0.01 per share, 400,000 shares authorized, 201,817 and 163,162 shares issued, 98,166 and 59,549 shares outstanding at April 4, 2026 and | ||||||||
| December 31, 2025, respectively | 2 | 2 | ||||||
| Additional paid-in capital | 15,273 | 2,416 | ||||||
| Retained earnings | 10,359 | 10,431 | ||||||
| Treasury stock, at cost, 103,651 and 103,613 shares at April 4, 2026 and December 31, 2025, respectively | (10,174 | ) | (10,162 | ) | ||||
| Accumulated other comprehensive loss | (168 | ) | (125 | ) | ||||
| Total stockholders’ equity | 15,292 | 2,562 | ||||||
| Total liabilities and stockholders’ equity | $ | 24,531 | $ | 5,077 | ||||
The accompanying notes are an integral part of the interim consolidated financial statements.
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended | ||||||||
| April 4, 2026 | March 29, 2025 | |||||||
| (In millions, except share data) | ||||||||
| Revenues: | ||||||||
| Product revenue | $ | 919 | $ | 401 | ||||
| Service revenue | 348 | 261 | ||||||
| Total revenues | 1,267 | 662 | ||||||
| Costs and operating expenses: | ||||||||
| Cost of product revenue | 524 | 169 | ||||||
| Cost of service revenue | 155 | 108 | ||||||
| Selling and administrative expenses | 387 | 174 | ||||||
| Research and development expenses | 96 | 47 | ||||||
| Purchased intangibles amortization | 152 | 12 | ||||||
| Total costs and operating expenses | 1,314 | 510 | ||||||
| Operating (loss) income | (47 | ) | 152 | |||||
| Other income, net | 1 | 1 | ||||||
| Interest expense | (48 | ) | (14 | ) | ||||
| Interest income | 6 | 4 | ||||||
| (Loss) income before income taxes | (88 | ) | 143 | |||||
| Benefit (provision) for income taxes | 16 | (22 | ) | |||||
| Net (loss) income | $ | (72 | ) | $ | 121 | |||
| Net (loss) income per basic common share | $ | (0.87 | ) | $ | 2.04 | |||
| Weighted-average number of basic common shares | 82,139 | 59,439 | ||||||
| Net (loss) income per diluted common share | $ | (0.87 | ) | $ | 2.03 | |||
| Weighted-average number of diluted common shares and equivalents | 82,139 | 59,711 |
The accompanying notes are an integral part of the interim consolidated financial statements.
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(unaudited)
| Three Months Ended | ||||||||
| April 4, 2026 | March 29, 2025 | |||||||
| (In millions) | ||||||||
| Net (loss) income | $ | (72 | ) | $ | 121 | |||
| Other comprehensive (loss) income: | ||||||||
| Foreign currency translation | (38 | ) | 7 | |||||
| Unrealized losses on derivative instruments before reclassifications | (5 | ) | (1 | ) | ||||
| Amounts reclassified to interest income | — | — | ||||||
| Unrealized losses on derivative instruments before income taxes | (5 | ) | (1 | ) | ||||
| Income tax benefit | — | — | ||||||
| Unrealized losses on derivative instruments, net of tax | (5 | ) | (1 | ) | ||||
| Retirement liability adjustment before reclassifications | ||||||||
| Amounts reclassified to other income, net | — | — | ||||||
| Retirement liability adjustment before income taxes | — | — | ||||||
| Income tax benefit | — | — | ||||||
| Retirement liability adjustment, net of tax | — | — | ||||||
| Other comprehensive (loss) income | (43 | ) | 6 | |||||
| Comprehensive (loss) income | $ | (115 | ) | $ | 127 | |||
The accompanying notes are an integral part of the interim consolidated financial statements.
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Three Months Ended | ||||||||
| April 4, 2026 | March 29, 2025 | |||||||
| Cash flows from operating activities: | (In millions) | |||||||
| Net (loss) income | $ | (72 | ) | $ | 121 | |||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||
| Stock-based compensation | 20 | 13 | ||||||
| Deferred income taxes | (1 | ) | 2 | |||||
| Depreciation | 36 | 22 | ||||||
| Amortization |
Showing the first 8K of 115K characters. Open the full section
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Business Overview
The Company has four operating segments: Analytical Sciences, Biosciences, Advanced Diagnostics, and Materials Sciences. Analytical Sciences products and services primarily consist of high-performance liquid chromatography (“HPLC”), ultra-performance liquid chromatography (“UPLCTM” and, together with HPLC, referred to as “LC”), mass spectrometry (“MS”), light scattering and field-flow fractionation instruments (Wyatt), and precision chemistry consumable products and related services. Materials Sciences products and services primarily consist of thermal analysis, rheometry and calorimetry instrument systems and service revenue. Biosciences products and services primarily consist of instruments, software and informatics, reagents, and single cell multiomics solutions, supporting the advanced analysis of cell populations for use in fields such as immunology, oncology, and infectious disease research. Advanced Diagnostics products and services primarily consist of a broad range of diagnostic instrumentation, assays, consumables, automation, and informatics that support the detection, identification and drug susceptibility testing of infectious disease organisms.
The Company’s products are used by pharmaceutical, biochemical, industrial, nutritional safety, environmental, academic and government customers. These customers use the Company’s products to detect, identify, monitor and measure the chemical, physical and biological composition of materials and to predict the suitability and stability of fine chemicals, pharmaceuticals, water, polymers, metals and viscous liquids in various industrial, consumer goods and healthcare products.
Acquisition of BD Biosciences & Diagnostic Solutions Businesses
On February 9, 2026 (the “Closing Date”), the Company completed the acquisition (the “BDS Business Acquisition”) of the Biosciences and Diagnostic Solutions business (the “BDS Business”) of Becton, Dickinson and Company (“BD”). The transaction was structured as a Reverse Morris Trust transaction, where the BDS Business was spun off to BD shareholders and simultaneously merged with a wholly-owned subsidiary of the Company. The 2026 financial results of the BDS Business from the Closing Date are included in the Company’s 2026 consolidated financial results presented herein.
Tariffs
The Company sells and services its customers in over 35 countries outside of the U.S. and we have major manufacturing operations in the U.S., Ireland, U.K., Switzerland, Puerto Rico and in Singapore where we utilize subcontractors with worldwide capabilities.
In 2025, the U.S. government issued varying levels of tariffs on all imported goods into the U.S., including a baseline 10% tariff, subject to certain exceptions, which have also prompted retaliatory tariffs by a number of countries, including tariffs and export restrictions on certain manufacturing components imposed by China and tariffs pursuant to trade agreements the U.S. has entered into with certain countries. In addition, a number of new tariffs have been threatened, and the U.S. and other countries continue to negotiate trade arrangements and tariff levels. On February 20, 2026, the U.S. Supreme Court rendered a decision invalidating tariffs imposed under the International Emergency Economic Powers Act. This decision introduces uncertainty regarding potential refund processes and future trade policy actions and could affect the Company’s cost structure and supply chain planning. As a result of this ruling, the Company may be eligible for a refund of tariffs previously paid on imported goods. As the recoverability and timing of any such refund remains uncertain, the Company has not recognized any material amounts as of April 4, 2026. The Company continues to monitor developments around the Supreme Court’s decision and evaluate its potential impact on the Company’s future financial results and business.
These tariffs, any resulting retaliatory tariffs and any related supply-chain disruptions could have a significant impact on the Company’s consolidated statement of operations and statement of cash flows. In response to currently applicable and potential future tariffs, the Company is continuing to evaluate and implement a series of actions and policies that are intended to offset a portion of the impact of the tariffs on the Company’s financial position and results of operations. While the Company believes that these actions and policies will mitigate a substantial portion of the impact of the tariffs, the Company cannot provide any assurances that the tariffs or any resulting impediments to trade will not have a material effect on the Company’s consolidated statement of operations and statement of cash flows.
Table of Contents
In addition to changes in trade policy, the U.S. administration has implemented a number of other regulatory, policy and personnel changes, including the elimination, downsizing and reduced funding of certain government agencies and programs and the cancellation or delay of government contracts and research grants. In addition, the administration has changed the composition of and guidance from advisory panels on healthcare practices.
Financial Overview
The Company’s operating results are as follows for the three months ended April 4, 2026 and March 29, 2025 (dollars in millions, except per share data):
| Three Months Ended | ||||||||||||
| April 4, 2026 | March 29, 2025 | % change | ||||||||||
| Revenues: | ||||||||||||
| Product revenues | $ | 919 | $ | 401 | 129 | % | ||||||
| Service revenues | 348 | 261 | 33 | % | ||||||||
| Total net revenues | 1,267 | 662 | 91 | % | ||||||||
| Costs and operating expenses: | ||||||||||||
| Cost of revenues | 679 | 277 | 145 | % | ||||||||
| Selling and administrative expenses | 387 | 175 | 121 | % | ||||||||
| Research and development expenses | 96 | 47 | 104 | % | ||||||||
| Purchased intangibles amortization | 152 | 12 | *** | *** | ||||||||
| Operating (loss) income | (47 | ) | 151 | (131 | %) | |||||||
| Operating (loss) income as a % of revenue | (3.7 | %) | 22.9 | % | ||||||||
| Other income, net | 1 | 2 | (58 | %) | ||||||||
| Interest expense, net | (42 | ) | (10 | ) | 305 | % | ||||||
| (Loss) income before income taxes | (88 | ) | 143 | (162 | %) | |||||||
| Benefit (Provision) for income taxes | 16 | (22 | ) | (173 | %) | |||||||
| Net (loss) income | $ | (72 | ) | $ | 121 | (160 | %) | |||||
| Net (loss) income per diluted common share | $ | (0.87 | ) | $ | 2.03 | (143 | %) |
| ** | Percentage not meaningful |
|---|
Due to the acquisition of the BDS Business on February 9, 2026, period over period comparability of the Company’s financial results has been materially impacted. In addition, the Company’s first quarter 2026 results include the BDS Business’s financial results only from the Closing Date through the end of the period, further affecting comparability with prior periods and in the future.
The Company’s revenue increased 91% in the first quarter of 2026, as compared to the first quarter of 2025, primarily driven by $520 million of revenue contributed by the BDS Business since the Closing Date. Excluding the BDS Business revenue, legacy revenue increased 13%, primarily due to broad-based growth across all product lines and geographical regions. Foreign currency translation increased total revenue growth by 2%. In addition, the first quarter of 2026 had six more calendar days compared to the first quarter of 2025.
Instrument system revenue increased 43% in the first quarter of 2026 primarily driven by the $96 million in instrument revenue contributed by the BDS Business. Excluding the impact of the BDS Business instrument revenue, legacy instrument revenue increased 7%. This revenue growth was primarily driven by higher customer demand for our LC & MS instrument systems across most major regions. Foreign currency translation increased instrument system revenue growth by 1% in the first quarter of 2026.
Recurring revenues (combined revenues of consumables and services) increased 123% in the first quarter of 2026, primarily driven by $424 million of revenue contributed by the BDS Business since the Closing Date. Excluding the BDS Business revenue, legacy recurring revenues increased 17%, primarily due to broad-based growth across all geographical regions. Foreign currency translation increased recurring revenue growth by 3%. Chemistry consumable revenue increased 17% in the first quarter of 2026. The double-digit chemistry
Table of Contents
growth can be attributed to the uptake in columns and application-specific testing kits to pharmaceutical customers. Foreign currency translation added 3% to chemistry revenue growth in 2026. In addition, the recurring revenues growth was also positively impacted by the six additional calendar days in the first quarter of 2026.
Cost of Sales
The cost of sales in the first quarter of 2026 increased 145% as compared to the first quarter of 2025. This increase is primarily attributed to the $361 million of cost of sales from the BDS Business since the Closing Date as well as the increase in legacy business sales volume. In the first quarter of 2026, cost of sales included $99 million of fair value inventory and fixed asset step-up expense recognized as a result of the BDS Business Acquisition.
Cost of sales is affected by many factors, including, but not limited to, foreign currency translation, product mix, product costs of instrument systems and amortization of software platforms. At current foreign currency exchange rates, the Company expects foreign currency translation to be neutral to gross profit during 2026.
Selling and Administrative Expenses
Selling and administrative expenses increased 121% in the first quarter of 2026 as compared to the first quarter of 2025. The BDS Business increased selling and administrative expenses by $99 million in the first quarter of 2026 since the Closing Date. The remaining increase in selling and administrative expenses is primarily due to an increase in costs associated with merit compensation for the Company’s employees as well as $82 million of transaction, integration and other internal costs associated with the BDS Business.
Research and Development Expenses
Research and development expenses increased 104% in the first quarter of 2026 as compared to the first quarter of 2025. The BDS Business increased research and development expenses by $42 million in the first quarter of 2026 since the Closing Date. The remaining increase in research and development expenses can be attributed to increases from costs associated with merit compensation to the Company’s employees and costs associated with new products and the development of new technology initiatives. In the first quarter of 2026, research and development expenses included $1 million of transaction, integration and other internal costs associated with the BDS Business.
Purchased Intangibles Amortization
Purchased intangibles amortization increased $140 million in the first quarter of 2026 as compared to first quarter of 2025 due to the BDS Business Acquisition.
Operating (Loss) Income
Operating loss was $47 million in the first quarter of 2026, a decrease of $198 million as compared to $151 million of operating income in the first quarter of 2025. The decrease was primarily due to the impact of the higher sales volume from the legacy business and the BDS Business revenue since the Closing Date, being offset by $99 million of acquisition-related inventory and fixed asset fair value step-up expense and $140 million of purchased intangibles amortization related to the BDS Business. In addition, the first quarter of 2026 operating loss was impacted by $83 million of transaction, integration and other internal costs associated with the BDS Business Acquisition and the $9 million of expenses associated with the Company’s new ERP system implementation.
Interest Expense, net
Interest expense, net, increased $32 million in the first quarter of 2026, which can be primarily attributed to the financing costs incurred by the Company related to the funding of the BDS Business Acquisition.
Benefit (Provision) for Income Taxes
The Company’s effective tax rate for the three months ended April 4, 2026 and March 29, 2025 was 18.4% and 15.1%, respectively. The change between the effective tax rates can primarily be attributed to the impact of discrete tax benefits, primarily transaction costs, in the current period and differences in the proportionate amounts of pre-tax income, due to the BDS Business Acquisition, recognized in jurisdictions with different effective tax rates.
Effective in 2024, various foreign jurisdictions began implementing aspects of the guidance issued by the Organization for Economic Co-operation and Development related to the new Pillar Two system of global minimum tax rules. These changes in tax law did not have a material impact on the Company’s financial position, results of operations and cash flows for the three months ended April 4, 2026. The Company continues to monitor the adoption of the Pillar Two rules in additional jurisdictions.
Table of Contents
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”), enacting changes to the United States federal tax code, including adjustments to effective tax rates on certain types of income and certain deduction limitations. The OBBBA did not have a material impact on the Company’s financial position, results of operations and cash flows for the period ended April 4, 2026.
Net (Loss) Income per Diluted Common Share
The decline in the net loss per diluted common share to $0.87 in the first quarter of 2026 as compared to the $2.03 of net income per diluted common share in the first quarter of 2025 is attributed to the following BDS Business Acquisition-related items: purchase accounting fair value step-up expense, increases in purchased intangibles amortization expense, increase in interest expense, and various transaction, integration, and other internal costs.
Liquidity and Capital Resources
Net cash used in operating activities was $3 million as compared to net cash provided by operating activities of $260 million in the first three months of 2026 and 2025, respectively. The decline is primarily attributable to the net $140 million receivable due from BD, relating to net cash settlement for activity since the Closing Date, and $88 million of payments made in connection with transaction and integration costs associated with the BDS Business Acquisition.
Net cash provided by investing activities included capital expenditures related to property, plant, equipment and software capitalization of $39 million in the first quarter of 2026 as compared to the $26 net cash used in investing activities in the first quarter of 2025. The 2026 investing activities were impacted by the $144 million of cash acquired from the BDS Business Acquisition.
On March 23, 2026, SpinCo issued senior notes (the “Senior Notes”) in the aggregate principal amount of $3.5 billion. Net proceeds from the offering of the Senior Notes, together with cash on hand, were used by the Company to repay $3.5 billion of indebtedness outstanding under the SpinCo Delayed Draw Term Loan.
On January 8, 2026, Augusta SpinCo Corporation, a subsidiary of the Company (“SpinCo”) entered into a Term Loan Credit Agreement with the lenders named therein, Barclays Bank PLC, as administrative agent, and the other parties party thereto (the “SpinCo Credit Agreement”). On February 6, 2026 (the “Funding Date”), SpinCo borrowed $4.0 billion of unsecured term loans under the SpinCo Credit Agreement, consisting of a $3.5 billion tranche which will mature and be payable in full 364 days after the Funding Date (“SpinCo Delayed Draw Term Loan”) and a $500 million tranche which will mature and be payable in full on the second anniversary of the Funding Date (“SpinCo Term Loan”), and such funds were used by SpinCo on the Funding Date to finance the cash distribution to be paid to BD’s shareholders in connection with the BDS Business Acquisition (the “SpinCo Cash Distribution”). Upon consummation of the BDS Business Acquisition, all of this indebtedness was assumed by the Company. The SpinCo Term Loan has a maturity date of February 5, 2028.
Table of Contents
Results of Operations
Revenues by Geography
Geographic revenue information is presented below for the three months ended April 4, 2026 and March 29, 2025 (dollars in millions):
| Three Months Ended | ||||||||||||
| April 4, 2026 | March 29, 2025 | % change | ||||||||||
| Revenues: | ||||||||||||
| Asia: | ||||||||||||
| China | $ | 153 | $ | 91 | 68 | % | ||||||
| Asia Other | 197 | 130 | 52 | % | ||||||||
| Total Asia | 350 | 221 | 58 | % | ||||||||
| Americas: | ||||||||||||
| United States | 415 | 216 | 92 | % | ||||||||
| Americas Other | 90 | 40 | 125 | % | ||||||||
| Total Americas | 505 | 256 | 98 | % | ||||||||
| Europe | 412 | 185 | 122 | % | ||||||||
| Total revenues | $ | 1,267 | $ | 662 | 91 | % | ||||||
Geographically, BDS Business revenue for the first quarter of 2026 was $105 million in Asia, $236 million in the Americas and $179 million in Europe. In the first quarter of 2026, excluding the BDS Business revenue, legacy Waters revenue increased 11% in Asia, 5% in the Americas and 26% in Europe as compared to the first quarter of 2025. This revenue growth was broad-based across all major regions, led by China and Europe. Foreign currency translation had a positive overall impact on revenue in the first quarter of 2026, growth as the 12% favorable currency impact in Europe was partially offset by a 4% unfavorable impact in Asia revenue.
Revenues by Product
Product revenue information is presented below for the three months ended April 4, 2026 and March 29, 2025 (dollars in millions):
| Three Months Ended | ||||||||||||
| April 4, 2026 | March 29, 2025 | % change | ||||||||||
| Revenues | ||||||||||||
| Instrument systems | $ | 376 | $ | 263 | 43 | % | ||||||
| Consumables | 543 | 138 | 293 | % | ||||||||
| Service | 348 | 261 | 33 | % | ||||||||
| Total revenues | $ | 1,267 | $ | 662 | 91 | % | ||||||
Operating Segments
As a result of the BDS Business Acquisition, the Company has reorganized itself into the following operating segments: Analytical Sciences; Materials Sciences; Biosciences and Advanced Diagnostics. For purposes of financial reporting, the Analytical Sciences (formerly Waters Division, excluding Waters Clinical business) and the Materials Sciences (formerly TA Division) operating segments have been combined into one reportable segment. Biosciences and Advanced Diagnostics each represent a reportable segment, resulting in three total reportable segments, as presented below. To conform to the current post-acquisition reporting structure, the Company has reclassified the Waters Clinical business into the Advanced Diagnostics segment for all periods presented.
Table of Contents
Revenues by segment were as follows for the three months ended April 4, 2026 and March 29, 2025 (dollars in millions):
| Three Months Ended | ||||||||||||
| April 4, 2026 | March 29, 2025 | % change | ||||||||||
| Analytical & Materials Sciences | $ | 686 | $ | 609 | 13 | % | ||||||
| Biosciences | 232 | — | *** | *** | ||||||||
| Advanced Diagnostics | 349 | 53 | 560 | % | ||||||||
| Total revenues | $ | 1,267 | $ | 662 | 91 | % | ||||||
Segment operating (loss) income were as follows for the three months ended April 4, 2026 and March 29, 2025 (dollars in millions):
| Three Months Ended | ||||||||||||||||
| April 4, 2026 | % of Revenues | March 29, 2025 | % of Revenues | |||||||||||||
| Analytical & Materials Sciences | $ | 236 | 34.4 | % | $ | 215 | 35.3 | % | ||||||||
| Biosciences | 83 | 35.8 | % | — | * | * | ||||||||||
| Advanced Diagnostics | 70 | 20.1 | % | 20 | 37.7 | % | ||||||||||
| Total segment operating income | 389 | 30.7 | % | 235 | 35.5 | % | ||||||||||
| Less corporate and non-segment expenses: | ||||||||||||||||
| Corporate and other expenses | (165 | ) | (59 | ) | ||||||||||||
| Purchased intangibles amortization and acquisition-related fair value step-up | (251 | ) | (12 | ) | ||||||||||||
| Stock compensation expense | (20 | ) | (13 | ) | ||||||||||||
| Total operating (loss) income | $ | (47 | ) | (3.7 | %) | $ | 151 | 22.9 | % | |||||||
| ** | Percentage not meaningful |
|---|
Corporate and other expenses consist of information technology, financing and accounting, human resources, communication and legal function costs; ERP implementation and transformation costs; restructuring costs; and BDS Business Acquisition-related costs including all incremental costs incurred to effect the BDS Business Acquisition, such as advisory, legal, accounting, tax, valuation, other professional fees, integration costs and other expenses.
Analytical & Materials Sciences
Analytical Sciences products and service revenue increased 13% in the first quarter of 2026, with the effect of foreign currency translation increasing sales growth by 2%. Instrument system revenue (primarily LC and MS technology-based) increased 8% in the first quarter of 2026, primarily driven by higher customer demand for our Acquity and Xevo TQ-S instrument systems.
Analytical Sciences consumables’ double-digit revenue growth was due to the continued demand across all major geographies driven by the uptake in columns and application-specific testing kits to pharmaceutical customers. Foreign currency increased chemistry revenue growth by 3% in 2026. Service revenue growth increased 17% in 2026 due to higher service demand billing in most major regions. Foreign currency translation increased sales growth by 3% in the first quarter of 2026.
Materials Sciences revenue increased 6% in the first quarter of 2026, which was primarily driven by customer demand for our thermal analysis and rheology instrument systems and services. Foreign currency translation increased revenue growth by 4% in the first quarter of 2026.
Table of Contents
The Analytical & Materials Sciences segment operating income as a percentage of revenues decreased in the first quarter of 2026 as compared to the first quarter of 2025 as a result of the higher sales volumes being offset by the impact of sales mix, merit compensation costs and additional new product development costs.
Biosciences
The Biosciences revenues of $232 million in the first quarter of 2026 includes only revenue from the Closing Date through the end of the reporting period. The Biosciences cost of sales and operating costs were $97 million and $52 million, respectively, for the first quarter of 2026.
Advanced Diagnostics
The Advanced Diagnostic Solutions revenues of $349 million in the first quarter of 2026 includes $61 million and $53 million of total revenue attributed to the Waters Clinical Business in the first quarter of 2026 and the first quarter of 2025, respectively, which was recast into the Advanced Diagnostics segment. The remaining revenue for 2026 is attributed to BDS Business revenue from the Closing Date through the end of the reporting period.
The Advanced Diagnostics segment operating income as a percentage of revenue in 2026 was 20.1%. Advanced Diagnostics cost of sales and operating costs were $203 and $76 million, respectively, for the first quarter of 2026.
Table of Contents
Liquidity and Capital Resources
Condensed Consolidated Statements of Cash Flows (in millions):
| Three Months Ended | ||||||||
| April 4, 2026 | March 29, 2025 | |||||||
| Net (loss) income | $ | (72 | ) | $ | 121 | |||
| Depreciation and amortization | 207 | 49 | ||||||
| Acquisition-related inventory fair value step-up | 99 | — | ||||||
| Stock-based compensation | 20 | 13 | ||||||
| Deferred income taxes | (1 | ) | 2 | |||||
| Change in accounts receivable | (533 | ) | 33 | |||||
| Change in inventories | (33 | ) | (26 | ) | ||||
| Change in accounts payable and other current liabilities | 235 | (30 | ) | |||||
| Change in deferred revenue and customer advances | 138 | 83 | ||||||
| Other changes | (63 | ) | 15 | |||||
| Net cash (used in) provided by operating activities | (3 | ) | 260 | |||||
| Net cash provided by (used in) investing activities | 95 | (26 | ) | |||||
| Net cash used in financing activities | (213 | ) | (173 | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents | (5 | ) | (3 | ) | ||||
| (Decrease) increase in cash and cash equivalents | $ | (126 | ) | $ | 58 | |||
Cash Flow from Operating Activities
Net cash used in operating activities was $3 million as compared to $260 million of cash provided by operating activities during the first quarter of 2026 and 2025, respectively. The decrease in 2026 operating cash flow was primarily caused by the BDS Business Acquisition. This decrease in operating cash flow can be attributed to the $88 million of payments made in connection with BDS Business acquisition transaction closing; integration and transformation cost as well as the lower net income, higher accounts receivables balances due to an increase in sales volume and the timing of the BDS Business initial net cash settlement for activity since the Closing Date. The changes within net cash provided by operating activities include the following significant changes in the sources and uses of net cash provided by operating activities, aside from the changes in net income:
| • | The changes in accounts receivable were primarily attributable to the timing of payments made by customers and the timing of sales. Days sales outstanding for legacy Waters was 103 days at April 4, 2026 and 95 days at March 29, 2025. Days sales outstanding does not include $415 million of customer receivables due from BD, which is providing billing and collection services under the TSA. |
|---|
| • | The increase in inventory can primarily be attributed to higher tariffs on material costs as well as an increase in safety stock levels to help navigate tariffs and mitigate any future supply chain issues and the effect of foreign currency translation. |
|---|
| • | The changes in accounts payable and other current liabilities were a result of the timing of payments to vendors, as well as the annual payment of management incentive compensation. Included in trade accounts payable are $275 million of payments due to BD for activities since the Closing Date. |
|---|
| • | Net cash provided from deferred revenue and customer advances results from annual increases in new service contracts as a higher installed base of customers renew annual service contracts. |
|---|
| • | Other changes were attributable to variation in the timing of various provisions, expenditures, prepaid income taxes and accruals in other current assets, other assets and other liabilities. |
|---|
Cash Flow from Investing Activities
Net cash provided by investing activities included capital expenditures related to property, plant, equipment and software capitalization of $95 million in the first quarter of 2026 as compared to the $26 million of net cash used in investing activities in the first quarter of 2025. The 2026 investing activities were impacted by the $144 million of cash acquired from the BDS Business Acquisition. Additions to fixed assets and capitalized software were $39 million and $26 million in the first three months of 2026 and 2025, respectively.
Table of Contents
Cash Flow from Financing Activities
As of April 4, 2026, the Company had a total of $5.3 billion in outstanding debt, which consisted of $1.1 billion in outstanding senior unsecured notes, $3.5 billion in outstanding Senior Notes, $0.5 billion borrowed under the SpinCo Credit Agreement and $0.2 billion borrowed under the credit agreement governing its $1.8 billion revolving credit facility. The Company’s net debt borrowings as of April 4, 2026 were $170 million higher than as of March 29, 2025, which reflects the proceeds from debt issuances of $3.5 billion and payments on debt of $3.7 billion, respectively, related to the funding of the BDS Business Acquisition.
On March 23, 2026, SpinCo issued Senior Notes in the aggregate principal amount of $3.5 billion. The obligations of SpinCo under the Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain subsidiaries of the Company, which also guarantee the Company’s existing credit facilities. Net proceeds from the offering of the Senior Notes, together with cash on hand, were used by the Company to repay $3.5 billion of indebtedness outstanding under the SpinCo Delayed Draw Term Loan. The Senior Notes require payment of principal at maturity and interest semi-annually in cash and in arrears on March 23 and September 23 of each year, commencing on September 23, 2026.
On January 8, 2026, SpinCo entered into the SpinCo Credit Agreement. On February 6, 2026, SpinCo borrowed $4.0 billion of unsecured term loans under the SpinCo Credit Agreement, consisting of a $3.5 billion tranche which will mature and be payable in full 364 days after the Funding Date and a $500 million tranche which will mature and be payable in full on the second anniversary of the Funding Date, and such funds were used by SpinCo on the Funding Date to finance the SpinCo Cash Distribution. Upon consummation of the BDS Business Acquisition, all of this indebtedness was assumed by the Company. The $3.5 billion of proceeds from the Senior Notes were used by the Company to repay the $3.5 billion principal balance on the SpinCo Delayed Draw Term Loan in March 2026. The SpinCo Term Loan has a maturity date of February 5, 2028.
As of April 4, 2026, the Company has entered into interest rate cross-currency swap derivative agreements with durations up to three years with a notional value of $1.2 billion to hedge the variability in the movement of foreign currency exchange rates on a portion of its euro-denominated and yen-denominated net asset investments. As a result of entering into these agreements, the Company lowered net interest expense by approximately $4 million and $2 million in the first quarter of 2026 and 2025, respectively. The Company anticipates that these swap agreements will lower net interest expense by approximately $14 million in 2026.
In December 2024, the Company’s Board of Directors authorized the extension of its existing share repurchase program through January 21, 2028. The Company’s remaining authorization is $1.0 billion. The Company did not make any open market share repurchases in 2026 or 2025. The Company repurchased $12 million and $14 million of the Company’s common stock related to the vesting of restricted stock units during the three months ended April 4, 2026 and March 29, 2025, respectively.
In connection with the BDS Business Acquisition, the Company issued 38,542 thousand shares of the Company’s common stock to BD shareholders with an approximate fair value of $12.8 billion. Additionally, the Company received $3 million and $8 million of proceeds from the exercise of stock options and the purchase of shares pursuant to the Company’s employee stock purchase plan during the first three months of 2026 and 2025, respectively.
The Company had cash and cash equivalents of $462 million as of April 4, 2026. The majority of the Company’s cash and cash equivalents are generated from foreign operations, with $425 million held by foreign subsidiaries at April 4, 2026, of which $321 million was held in currencies other than U.S. dollars.
Guarantor Financial Information
The Senior Notes are senior unsecured obligations of SpinCo and are fully and unconditionally guaranteed on a senior unsecured basis by the Company, and certain of Company’s subsidiaries: Waters Technologies Corporation, TA Instruments – Waters L.L.C., Waters Asia Limited, Wyatt Technology, LLC, Accuri Cytometers, Inc., Augusta Life Sciences US OpCo I LLC, Augusta Life Sciences US OpCo II LLC, Augusta Life Sciences US SpinCo LLC, Cellular Research, Inc., HandyLab, Inc., PharMingen, NAT Diagnostics, Inc. and Omega Biosystems Incorporated (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”). The Company owns substantially all of the assets of each of the Subsidiary Guarantors and conducts substantially all of its operations through the Subsidiary Guarantors and its other subsidiaries. Each of the Subsidiary Guarantors is consolidated into the Company’s financial statements.
Table of Contents
The following tables include summarized financial information on a combined basis for SpinCo and the Subsidiary Guarantors and is presented after the elimination of: (i) intercompany transactions and balances among the Company, SpinCo and the Subsidiary Guarantors, and (ii) equity in earnings from and investments in in any subsidiaries of the Company that do not guarantee the Senior Notes (the “Non-Guarantor Subsidiaries”) (in millions).
| As of | ||||
| April 4, 2026 | ||||
| Current assets | $ | 1,423 | ||
| Intercompany receivables from the Non-Guarantor Subsidiaries | 138 | |||
| Total current assets | 1,561 | |||
| Noncurrent assets | 10,789 | |||
| Total assets | 12,350 | |||
| Current liabilities | 919 | |||
| Intercompany payables to the Non-Guarantor Subsidiaries | 214 | |||
| Total current liabilities | 1,133 | |||
| Noncurrent liabilities | 5,125 | |||
| Total liabilities | $ | 6,258 | ||
| Three months ended | ||||
| April 4, 2026 | ||||
| Revenues, excluding intercompany | $ | 437 | ||
| Revenues from Non-Guarantor Subsidiaries | 236 | |||
| Total revenue | 673 | |||
| Operating loss, excluding intercompany | (309 | ) | ||
| Operating income from Non-Guarantor Subsidiaries | 25 | |||
| Total operating loss | (284 | ) | ||
| Net loss, excluding intercompany | (373 | ) | ||
| Net income from Non-Guarantor Subsidiaries(1) | 286 | |||
| Total net loss | $ | (87 | ) | |
| (1) | Includes $258 million of dividend income from Non-Guarantor Subsidiaries for the three months ended April 4, 2026. |
|---|
Contractual Obligations, Commercial Commitments, Contingent Liabilities and Dividends
Table of Contents
TSA: In connection with the BDS Business Acquisition, the Company entered into a Transition Services Agreement (“TSA”) with BD, under which the Company receives certain back-office and fulfillment support services, including finance, accounting, information technology, human resources and other administrative functions. The TSA is intended to provide continuity of operations during the post-transaction integration for a period of up to three years at an annual cost of approximately $90 million. The Company has incurred $14 million of TSA costs for the three months ended April 4, 2026. The majority of the TSA costs are included in selling and administrative expenses in the accompanying consolidated statement of operations.
Senior Notes: As of April 4, 2026, the Company had $3.5 billion of cash requirements for the outstanding Senior Notes that will mature as follows: $650 million in 2027; $600 million in 2029; $750 million in 2031; $750 million in 2033; and $750 million in 2036. The Senior Notes require payment of principal at maturity and interest semi-annually in cash and in arrears on March 23 and September 23 of each year, commencing on September 23, 2026. See also Note 6 in the Condensed Notes to the Consolidated Financial Statements for further information.
SpinCo Term Loan: As of April 4, 2026, the SpinCo Term Loan had $500 million outstanding and a maturity date of February 5, 2028.
A summary of the Company’s remaining contractual obligations and commercial commitments is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 23, 2026. The Company reviewed its contractual obligations and commercial commitments as of April 4, 2026 and determined that there were no material changes outside the ordinary course of business from the information set forth in the Annual Report on Form 10-K.
From time to time, the Company and its subsidiaries are involved in various litigation matters arising in the ordinary course of business. The Company believes that it has meritorious arguments in its current litigation matters and that any outcome, either individually or in the aggregate, will not be material to the Company’s financial position or results of operations.
During fiscal year 2026, the Company expects to contribute a total of approximately $3 million to $6 million to its defined benefit plans.
The Company has not paid any dividends and has no plans, at this time, to pay any dividends in the future.
Critical Accounting Policies and Estimates
In the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 23, 2026, the Company’s most critical accounting policies and estimates upon which its financial status depends were identified as those relating to revenue recognition, valuation of long-lived assets, intangible assets and goodwill, income taxes, uncertain tax positions and business combinations and asset acquisitions. The Company reviewed its policies and determined that those policies remain the Company’s most critical accounting policies for the three months ended April 4, 2026. Refer to Note 1 Basis of Presentation and Summary of Significant Accounting Policies, in the Condensed Notes to Consolidated Financial Statements for any changes in those policies during the three months ended April 4, 2026.
New Accounting Pronouncements
Please refer to Note 1 Basis of Presentation and Summary of Significant Accounting Policies, in the Condensed Notes to Consolidated Financial Statements.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including the information incorporated by reference herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are not statements of historical fact may be deemed forward-looking statements. You can identify these forward-looking statements by the use of the words “feels”, “believes”, “anticipates”, “plans”, “expects”, “may”, “will”, “would”, “intends”, “suggests”, “appears”, “estimates”, “projects”, “should” and similar expressions, whether in the negative or affirmative. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the control of the Company, including, and without limitation:
| • | certain risks related to the BDS Business Acquisition, including, without limitation: |
|---|
| • | failure to realize the anticipated benefits of the BDS Business Acquisition, including as a result of delay in integrating the businesses of the Company and SpinCo, on the expected timeframe or at all; |
|---|
| • | the ability of the combined company to implement its business strategy and achieve revenue and cost synergies; |
|---|
| • | foreign currency exchange rate fluctuations potentially affecting translation of the Company’s future non-U.S. operating results, particularly when a foreign currency weakens against the U.S. dollar; |
|---|
| • | current global economic, sovereign and political conditions and uncertainties, the effect of new or proposed tariff or trade regulations, as well as other new or changed domestic and foreign laws, regulations and policies (or new interpretations thereof); inflation and interest rates; the impacts and costs of war, in particular as a result of the ongoing conflicts between Russia and Ukraine and in the Middle East; and the possibility of further escalation resulting in new geopolitical and regulatory instability; |
|---|
| • | economic conditions in China, trade tensions and tariffs between the U.S. and China and their impact on our business, increased competition from local and international competitors in China, the Chinese government’s ongoing tightening of restrictions on procurement by government-funded customers and other regulatory and other challenges and uncertainties in the Chinese market; |
|---|
| • | the Company’s ability to access capital, maintain liquidity and service the Company’s debt in volatile market conditions; |
|---|
Table of Contents
| • | changes in timing and demand for the Company’s products among the Company’s customers and various market sectors, particularly as a result of fluctuations in their expenditures or ability to obtain funding; |
|---|
| • | the ability to realize the expected benefits related to the Company’s various cost-saving initiatives, including workforce reductions and organizational restructurings; |
|---|
| • | the introduction of competing products by other companies and loss of market share, as well as pressures on prices from competitors and/or customers; |
|---|
| • | changes in the competitive landscape as a result of changes in ownership, mergers and continued consolidation among the Company’s competitors; |
|---|
| • | regulatory, economic and competitive obstacles to new product introductions, lack of acceptance of new products and inability to grow organically through innovation; |
|---|
| • | rapidly changing technology and product obsolescence; |
|---|
| • | the risks related to the development, deployment and use of artificial intelligence (“AI”); |
|---|
| • | a failure to timely and effectively use AI and embed it into new product offerings and services that negatively impacts our competitiveness; |
|---|
| • | risks associated with previous or future acquisitions, strategic investments, joint ventures and divestitures, including risks associated with achieving the anticipated financial results and operational synergies, contingent purchase price payments and expansion of our business into new or developing markets; |
|---|
| • | risks associated with unexpected disruptions in operations, including risks associated with our transition to a new ERP system; |
|---|
| • | risks related to any public health crisis or pandemic, climate change, severe weather and geological conditions or events or other events beyond our control; |
|---|
| • | failure to adequately protect the Company’s intellectual property, infringement of intellectual property rights of third parties and inability to obtain licenses on commercially reasonable terms; |
|---|
| • | the Company’s ability to acquire adequate sources of supply and its reliance on outside contractors for certain components and modules, as well as disruptions to its supply chain; |
|---|
| • | risks associated with third-party sales intermediaries and resellers; |
|---|
| • | the impact and costs of changes in statutory or contractual tax rates in jurisdictions in which the Company operates as well as shifts in taxable income among jurisdictions with different effective tax rates, the outcome of ongoing and future tax examinations and changes in legislation affecting the Company’s effective tax rate; |
|---|
| • | the Company’s ability to attract and retain qualified employees and management personnel; |
|---|
| • | risks associated with cybersecurity and our information technology infrastructure, including attempts by third parties, both private and state-sponsored, to defeat the information security measures of the Company or its third-party partners and gain unauthorized access to sensitive and proprietary Company products, services, systems, or data; |
|---|
| • | risks associated with compliance with data privacy and information security laws and regulations regarding the collection, transmission, storage and use of personally identifying information; |
|---|
| • | increased regulatory burdens as the Company’s business evolves, especially with respect to the U.S. Food and Drug Administration and U.S. Environmental Protection Agency, among others, and in connection with government contracts; |
|---|
Table of Contents
| • | regulatory, environmental and logistical obstacles affecting the distribution of the Company’s products, completion of purchase order documentation and the ability of customers to obtain letters of credit or other financing alternatives; |
|---|
| • | risks associated with litigation and other legal and regulatory proceedings; and |
|---|
| • | the impact and costs incurred from changes in accounting principles and practices. |
|---|
Certain of these and other factors are discussed under the heading “Risk Factors” under Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 23, 2026. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements, whether because of these factors or for other reasons. All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included in this report. Except as required by law, the Company does not assume any obligation to update any forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is also exposed to the risk of exchange rate fluctuations. The Company maintains cash balances in various operating accounts in excess of federally insured limits, and in foreign subsidiary accounts in currencies other than the U.S. dollar. As of April 4, 2026 and December 31, 2025, $425 million out of $462 million and $372 million out of $588 million, respectively, of the Company’s total cash and cash equivalents were held by foreign subsidiaries. In addition, $321 million out of $462 million and $306 million out of $588 million of cash and cash equivalents were held in currencies other than the U.S. dollar at April 4, 2026 and December 31, 2025, respectively. As of April 4, 2026, the Company had no holdings in auction rate securities or commercial paper issued by structured investment vehicles.
Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the Company’s cash and cash equivalents held in currencies other than the U.S. dollar as of April 4, 2026 would decrease by approximately $32 million, of which the majority would be recorded to foreign currency translation in other comprehensive income within stockholders’ equity.
Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the foreign currency exchange contracts outstanding as of April 4, 2026 would increase pre-tax earnings by approximately $2 million. Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the interest rate cross-currency swap agreements outstanding as of April 4, 2026 would increase by approximately $117 million and would be recorded to foreign currency translation in other comprehensive income within stockholders’ equity. The related impact on interest income would not have a material effect on pre-tax earnings.
There have been no other material changes in the Company’s market risk during the three months ended April 4, 2026. For information regarding the Company’s market risk, refer to Item 7A of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 23, 2026.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s chief executive officer and chief financial officer (principal executive officer and principal financial officer), with the participation of management, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of April 4, 2026 (1) to ensure that information required to be disclosed by the Company, including its consolidated subsidiaries, in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, to allow timely decisions regarding the required disclosure and (2) to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Table of Contents
Changes in Internal Control Over Financial Reporting
No change was identified in the Company’s internal control over financial reporting (as defined in
Rules 13a-15(f)
and
15d-15(f)
under the Exchange Act) during the quarter ended April 4, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Part II:
Other Information
Item 1: Legal Proceedings
There have been no material changes in the Company’s legal proceedings during the three months ended April 4, 2026 as described in Item 3 of Part I of the Company’s Annual Report on Form
10-K
for the year ended December 31, 2025, as filed with the SEC on February 23, 2026.
Item 1A. Risk Factors
Risk Factors
Information regarding risk factors of the Company is set forth under the heading “Risk Factors” under Part I, Item 1A in the Company’s Annual Report on Form
10-K
for the year ended December 31, 2025, as filed with the SEC on February 23, 2026. The Company reviewed its risk factors as of April 4, 2026 and determined that there were no material changes from the ones set forth in the Annual Report on Form
10-K.
Note, however, the discussion of certain factors under the subheading “Special Note Regarding Forward-Looking Statements” in Part I, Item 2 of this Quarterly Report on Form
10-Q.
These risks are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial may have a material adverse effect on the Company’s business, financial condition and operating results.
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer
In January 2019, the Company’s Board of Directors authorized the Company to repurchase up to $4 billion of its outstanding common stock in open market or private transactions over a
two-year
period. This program replaced the remaining amounts available under the
pre-existing
authorization. In December 2020, the Company’s Board of Directors authorized the extension of the share repurchase program through January 21, 2023. In December 2022, the Company’s Board of Directors amended and extended this repurchase program’s term by one year such that it expired on January 21, 2024 and increased the total authorization level to $4.8 billion, an increase of $750 million. In December 2023, the Company’s Board of Directors authorized the extension of the share repurchase program through January 21, 2025. In December 2024, the Company’s Board of Directors authorized the extension of the existing share repurchase program through January 21, 2028. As of April 4, 2026, the Company had repurchased an aggregate of 15.2 million shares at a cost of $3.8 billion under the January 2019 repurchase program and had a total of $1.0 billion authorized for future repurchases. The size and timing of these purchases, if any, will depend on our stock price and market and business conditions, as well as other factors.
The following table summarizes the Company’s stock repurchase activity for the three months ended April 4, 2026:
| Period | Total Number of Shares Purchased (in thousands) (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Programs ( in thousands) | ||||||||||||
| January 1, 2026 to January 31, 2026 | — | $ | — | — | $ | 961,207 | ||||||||||
| February 1, 2026 to February 28, 2026 | 26 | $ | 327.12 | — | $ | 961,207 | ||||||||||
| March 1, 2026 to April 4, 2026 | 10 | $ | 307.51 | — | $ | 961,207 | ||||||||||
| Total | 36 | $ | 321.93 | — | $ | 961,207 | ||||||||||
| (1) | All shares repurchased as referenced in the table above related to the vesting of restricted stock during the three months ended April 4, 2026. |
|---|
Item 9B. Other Information
Other Information
Insider Trading Arrangements and Related Disclosures
During the three months ended April 4, 2026, none of our directors or officers (as defined in Rule
16a-1(f)
under the Exchange Act) adopted, modified or terminated a “Rule
10b5-1
trading arrangement” or
“non-Rule
10b5-1
trading arrangement” (as each term is defined in Item 408 of Regulation
S-K).
Table of Contents
Item 6. Exhibits
| † | Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request. |
|---|
| + | Management contract or compensatory plan required to be filed as an exhibit to this Quarterly Report. |
|---|
| * | This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filing, except to the extent the Company specifically incorporates it by reference. |
|---|
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WATERS CORPORATION |
| /s/Amol Chaubal |
| Amol Chaubal |
| Senior Vice President and Chief Financial Officer |
| (Principal Financial Officer) |
| (Principal Accounting Officer) |
Date: May 12, 2026