Waters Corporation and Subsidiaries

Consolidated Statements of Operations

(In millions, except per share data)

(Unaudited)

Three Months Ended

Six Months Ended

July 4, 2026

June 28, 2025

July 4, 2026

June 28, 2025

Net revenue

$                 1,645

$                    771

$                 2,912

$                 1,433

Costs and operating expenses:

Cost of revenue ^(a)

911

321

1,590

598

Selling and administrative expenses 

405

198

788

373

Research and development expenses 

122

49

218

95

Purchased intangibles amortization ^(b)

244

12

396

24

Restructuring charges

49

3

52

4

Operating (loss) income 

(86)

188

(134)

340

Other (expense) income, net

-

(1)

1

1

Interest expense, net

(55)

(10)

(96)

(20)

(Loss) income from operations before income taxes

(141)

178

(229)

321

Benefit (provision) for income taxes

5

(31)

21

(52)

Net (loss) income

$                   (136)

$                    147

$                   (208)

$                    268

Net (loss) income per basic common share

$                  (1.39)

$                   2.47

$                  (2.31)

$                   4.51

Weighted-average number of basic common shares

98,204

59,515

90,041

59,478

Net (loss) income per diluted common share

$                  (1.39)

$                   2.47

$                  (2.31)

$                   4.50

Weighted-average number of diluted common shares and equivalents

98,204

59,656

90,041

59,686

(a) Cost of revenue for the three months and six months ended July 4, 2026 includes $155 million and $253 million, respectively, of purchase accounting adjustments related to the fair value inventory and fixed asset step up related to the BDS acquisition.  

(b) Purchased intangibles amortization for the three and six months ended July 4, 2026 includes $232 million and $372 million, respectively, of purchase accounting adjustments related to the amortization of the BDS acquisition purchased intangibles.

Waters Corporation and Subsidiaries

Reconciliation of GAAP to Adjusted Non-GAAP

Revenue by Operating Segment, Product & Service, and Geography

Three Months Ended July 4, 2026 and June 28, 2025

(In millions)

Three Months Ended

Reported

July 4, 2026

June 28, 2025

Growth

REVENUE - OPERATING SEGMENT

Analytical Sciences Division (ASD)

$

669

$

627

7 %

Biosciences Division (WBD)

368

-

**

Advanced Diagnostics Division (ADx)

521

62

733 %

Materials Sciences Division (MSD)

87

82

6 %

Total Revenue

$

1,645

$

771

113 %

REVENUE - PRODUCT & SERVICE

Product

$

1,220

$

473

158 %

Service

425

298

43 %

Total Revenue

$

1,645

$

771

113 %

REVENUE - GEOGRAPHY

Asia

$

450

$

266

69 %

Americas

690

280

146 %

Europe

505

225

125 %

Total Revenue

$

1,645

$

771

113 %

Reconciliation of Organic Revenue Growth

Total Reported Revenue (GAAP)

$

1,645

$

771

113 %

Acquired Business Contribution

817

Total Organic Reported Revenue

$

828

Organic Reported Revenue Growth

7 %

Currency Translation Impact

(2 %)

Organic Constant Currency Revenue Growth ^(a)

9 %

Reconciliation of Reported Revenue to Prior Year Comparable Revenue ^(b)

Acquired Business Contribution

817

783

4 %

Reconciliation of Analytical Sciences Division Instrument Revenue

ASD Instrument Revenue

$

240

$

229

5 %

Currency Translation Impact

(3 %)

Constant Currency ASD Instrument Revenue Growth

8 %

_____________________________________________________________

**Percentage not meaningful

(a)

The Company believes that referring to organic constant currency growth is a useful measure for evaluating the underlying performance of revenue. Organic constant currency revenue growth, a non-GAAP financial measure, measures the change in net revenue between current and prior year periods, excluding the impact of foreign currency exchange rate changes during the current period and excluding the impact of acquisitions completed within twelve months of the acquisition date. See description of non-GAAP financial measures contained in this release.

(b)

The Company believes that referring to comparable revenue is a useful measure for evaluating the underlying performance of the business following the acquisition of Biosciences & Diagnostic Solutions ("BDS"). Comparable revenue includes BDS revenue in both the current and prior year comparison periods. Current period revenue includes BDS revenue for the full quarter and prior-year comparable revenue includes an estimate of BDS revenue for the equivalent prior-year period. Growth rates are calculated using these comparable revenues.

Waters Corporation and Subsidiaries

Reconciliation of GAAP to Adjusted Non-GAAP

Revenue by Operating Segment, Product & Service, and Geography

Six Months Ended July 4, 2026 and June 28, 2025

(In millions)

Six Months Ended

Reported

July 4, 2026 ^(b)

June 28, 2025

Growth

REVENUE - OPERATING SEGMENT

Analytical Sciences Division (ASD)

$

1,276

$

1,161

10 %

Biosciences Division (WBD)

600

-

**

Advanced Diagnostics Division (ADx)

870

115

653 %

Materials Sciences Division (MSD)

166

157

6 %

Total Revenue

$

2,912

$

1,433

103 %

REVENUE - PRODUCT & SERVICE

Product

$

2,139

$

874

145 %

Service

773

559

38 %

Total Revenue

$

2,912

$

1,433

103 %

REVENUE - GEOGRAPHY

Asia

$

800

$

487

64 %

Americas

1,195

536

123 %

Europe

917

410

124 %

Total Revenue

$

2,912

$

1,433

103 %

Reconciliation of Organic Revenue Growth

Total Reported Revenue (GAAP)

$

2,912

$

1,433

103 %

Acquired Business Contribution

1,337

Total Organic Reported Revenue

$

1,575

Organic Reported Revenue Growth

10 %

Currency Translation Impact

0 %

Organic Constant Currency Revenue Growth ^(a)

10 %

Reconciliation of Acquired Company Prior Year Comparable Revenue for Period Owned ^(c)

Prior Year Full Year-To-Date Revenue

$

1,575

Less: Revenue Adjustments for Pre-Owned Period

307

Current and Prior Year Comparable Revenue 

$

1,337

$

1,268

5 %

_____________________________________________________________

**Percentage not meaningful

(a)

The Company believes that referring to organic constant currency growth is a useful measure for evaluating the underlying performance of revenue. Organic constant currency revenue growth, a non-GAAP financial measure, measures the change in net revenue between current and prior year periods, excluding the impact of foreign currency exchange rate changes during the current period and excluding the impact of acquisitions completed within twelve months of the acquisition date. See description of non-GAAP financial measures contained in this release.

(b)

Waters Corporation revenue for the six months ended July 4, 2026 includes the results of the BDS Business acquisition from date of acquisition February 9, 2026 through July 4, 2026.

(c)

The Company believes that referring to comparable revenue is a useful measure for evaluating the underlying performance of the business following the acquisition of Biosciences & Diagnostic Solutions ("BDS"). Comparable revenue includes BDS revenue in both the current and prior year comparison periods. Current period revenue includes BDS revenue from February 9, 2026, the acquisition date, through quarter-end. Prior year comparable revenue includes an estimate of BDS revenue for the equivalent prior year period. Growth rates are calculated using these comparable revenues.

Waters Corporation and Subsidiaries

Reconciliation of GAAP to Adjusted Non-GAAP Financials

Three and Six Months Ended July 4, 2026 and June 28, 2025

(In millions, except per share data)

Operating

(Loss) Income

Benefit

Diluted

Selling &

Research &

Operating

(Loss)

Interest

before

(Provision)

(Loss)

Cost of

Administrative

Development

(Loss)

Income

Expense,

Income

 for Income

Net (Loss)

Earnings

Revenue

Expenses ^(a)

Expenses

Income

Percentage

Net

Taxes

Taxes

Income

per Share ^(h)

Three Months Ended July 4, 2026

GAAP

$

911

$

698

$

122

$

(86)

(5.2 %)

$

(55)

$

(141)

$

5

$

(136)

$

(1.39)

Adjustments:

Purchased intangibles amortization and acquisition-related fair value step-ups ^(b)

(155)

(244)

-

399

24.2 %

-

399

(49)

350

3.56

Restructuring costs and certain other items ^(c)

-

(51)

-

51

3.1 %

-

51

(6)

45

0.46

ERP implementation and transformation costs ^(d)

-

(9)

-

9

0.5 %

-

9

(1)

8

0.08

Acquisition related costs ^(e)

-

(37)

(1)

39

2.4 %

-

39

(5)

34

0.35

Adjusted Non-GAAP

$

756

$

357

$

121

$

411

25.0 %

$

(55)

$

356

$

(56)

$

301

$

3.05

Three Months Ended June 28, 2025

GAAP

$

321

$

213

$

49

$

188

24.4 %

$

(10)

$

178

$

(31)

$

147

$

2.47

Adjustments:

Purchased intangibles amortization ^(b)

-

(12)

-

12

1.5 %

-

12

(3)

9

0.15

Restructuring costs and certain other items ^(c)

-

(4)

-

4

0.5 %

-

4

(1)

3

0.05

ERP implementation and transformation costs ^(d)

-

(5)

-

5

0.7 %

-

5

(1)

4

0.06

Acquisition related costs ^(e)

-

(14)

-

14

1.9 %

-

14

(2)

12

0.20

Retention bonus obligation ^(f)

-

(1)

(0)

1

0.2 %

-

1

(0)

1

0.02

Adjusted Non-GAAP

$

321

$

177

$

48

$

225

29.1 %

$

(10)

$

214

$

(38)

$

176

$

2.95

Six Months Ended July 4, 2026

GAAP

$

1,590

$

1,237

$

218

$

(134)

(4.6 %)

$

(96)

$

(229)

$

21

$

(208)

$

(2.31)

Adjustments:

Purchased intangibles amortization and acquisition-related fair value step-ups ^(b)

(253)

(396)

-

650

22.3 %

-

650

(89)

560

6.20

Restructuring costs and certain other items ^(c)

-

(55)

-

55

1.9 %

-

55

(7)

48

0.53

ERP implementation and transformation costs ^(d)

-

(18)

-

18

0.6 %

-

18

(3)

15

0.17

Acquisition related costs ^(e)

-

(119)

(2)

121

4.2 %

-

121

(18)

103

1.14

Financing costs ^(g)

-

-

-

-

-

4

4

(1)

4

0.04

Adjusted Non-GAAP

$

1,337

$

648

$

216

$

710

24.4 %

$

(92)

$

619

$

(97)

$

523

$

5.79

Six Months Ended June 28, 2025

GAAP

$

598

$

400

$

95

$

340

23.7 %

$

(20)

$

321

$

(52)

$

268

$

4.50

Adjustments:

Purchased intangibles amortization ^(b)

-

(24)

-

24

1.6 %

-

24

(6)

18

0.30

Restructuring costs and certain other items ^(c)

-

(4)

-

4

0.3 %

-

4

(1)

3

0.06

ERP implementation and transformation costs ^(d)

-

(7)

-

7

0.5 %

-

7

(2)

6

0.09

Acquisition related costs ^(e)

-

(14)

-

14

1.0 %

-

14

(2)

12

0.20

Retention bonus obligation ^(f)

-

(3)

(1)

4

0.3 %

-

4

(1)

3

0.05

Adjusted Non-GAAP

$

598

$

347

$

94

$

394

27.5 %

$

(20)

$

374

$

(64)

$

310

$

5.20

(a)

Selling & administrative expenses include purchased intangibles amortization and restructuring and other charges.

(b)

The purchased intangibles amortization and acquisition-related inventory and fixed asset fair value step-ups, which are non-cash expenses, were excluded to be consistent with how management evaluates the performance of its core business against historical operating results and the operating results of competitors over periods of time.

(c)

Restructuring costs and certain other items were excluded as the Company believes that the cost to consolidate operations, reduce overhead, and certain other income or expense items are not normal and do not represent future ongoing business expenses of a specific function or geographic location of the Company.

(d)

ERP implementation and transformation costs represent costs related to the Company's initiative to transition from its legacy enterprise resource planning (ERP) system to a new global ERP solution with a cloud-based infrastructure. These costs, which do not represent normal or future ongoing business expenses, are one-time, non-recurring costs related to the establishment of our new global ERP solution that were determined to be non-capitalizable in accordance with accounting standards.

(e)

Acquisition related costs include all incremental costs incurred to effect the business combination, such as advisory, legal, accounting, tax, valuation, other professional fees, and integration costs. The Company believes that these costs are not normal and do not represent future ongoing business expenses.

(f)

In connection with the Wyatt acquisition, the Company recognized a two-year retention bonus obligation that is contingent upon the employee's providing future service and continued employment with Waters. The Company believes that these costs are not normal and do not represent future ongoing business expenses.

(g)

Financing costs relate to certain financing fees incurred by the Company to secure access to certain debt facilities in connection with the agreement Waters entered into to acquire the Biosciences and Diagnostics Solutions business of Becton, Dickinson & Company. The Company believes that these costs are not normal and do not represent future ongoing business expenses. 

(h)

Adjusted diluted earnings per share is calculated using diluted weighted-average shares outstanding of 98.5 million and 90.3 million for three and six months ended July 4, 2026, respectively. While the Company reported a GAAP net loss for the period and therefore excluded potentially dilutive securities from its GAAP diluted earnings per share calculation, adjusted net income was positive for the period. Accordingly, potentially dilutive securities were included in the calculation of adjusted diluted earnings per share.

Waters Corporation and Subsidiaries

Preliminary Condensed Unclassified Consolidated Balance Sheets

(In millions and unaudited)

July 4, 2026

December 31, 2025

Cash and cash equivalents

$                       539

$                       588

Accounts receivable

1,987

829

Inventories

1,377

572

Property, plant and equipment, net

1,489

642

Intangible assets, net

8,521

558

Goodwill

9,421

1,340

Other assets

1,417

548

   Total assets

$                  24,751

$                    5,077

Notes payable and debt

$                    5,086

$                    1,407

Other liabilities

4,470

1,108

Total liabilities

9,556

2,515

Total stockholders' equity

15,195

2,562

   Total liabilities and stockholders' equity

$                  24,751

$                    5,077

Waters Corporation and Subsidiaries

Preliminary Condensed Consolidated Statements of Cash Flows

Three and Six Months Ended July 4, 2026 and June 28, 2025

(In millions and unaudited)

Three Months Ended

Six Months Ended

July 4, 2026

June 28, 2025

July 4, 2026

June 28, 2025

Cash flows from operating activities:

Net (loss) income

$                  (136)

$                    147

$                  (208)

$                    268

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Stock-based compensation

25

13

45

26

Depreciation and amortization

301

52

508

101

Acquisition-related inventory and fixed assets fair value step-ups recognized

155

-

253

-

Change in operating assets and liabilities and other, net ^(b)

(144)

(171)

(401)

(95)

Net cash provided by operating activities

200

41

198

301

Cash flows from investing activities:

Additions to property, plant, equipment, and software capitalization

(49)

(23)

(87)

(48)

Cash acquired in business acquisition

-

(35)

144

(35)

Investments in unaffiliated companies

(0)

(1)

(10)

(1)

Change in deposit asset

51

-

51

-

Net cash provided by (used in) investing activities

2

(58)

97

(85)

Cash flows from financing activities:

Proceeds from debt issuances 

212

70

3,742

70

Payments on debt

(340)

(70)

(4,040)

(240)

Payments of debt issuance costs

(3)

(5)

(28)

(5)

Proceeds from stock plans

13

4

15

13

Purchases of treasury shares

(2)

-

(14)

(14)

Other cash flow from financing activities, net

(3)

(1)

(12)

2

Net cash used in financing activities

(123)

(1)

(337)

(174)

Effect of exchange rate changes on cash and cash equivalents

(3)

3

(7)

-

Increase (Decrease) in cash and cash equivalents

76

(16)

(49)

42

Cash and cash equivalents at beginning of period

462

383

588

325

Cash and cash equivalents at end of period

$                    539

$                    367

$                    539

$                    367

Reconciliation of Free Cash Flow - Adjusted Non-GAAP ^(a)

Net cash provided by operating activities - GAAP

$                    200

$                      41

$                    198

$                    301

Adjustments:

Additions to property, plant, equipment, and software capitalization

(49)

(23)

(87)

(48)

Tax reform payments

-

120

-

120

Litigation settlements received, net

(0)

-

(1)

-

Payment of Wyatt retention bonus obligation ^(c)

-

20

-

20

Change in deposit asset ^(d)

51

-

51

-

Free Cash Flow - Adjusted Non-GAAP

$                    202

$                    159

$                    161

$                    392

(a)

The Company defines free cash flow as net cash flow from operations accounted for under GAAP less capital expenditures and software capitalizations plus or minus any unusual and non recurring items. Free cash flow is not a GAAP measurement and may not be comparable to free cash flow reported by other companies.

(b)

Includes an increase in net receivables of $17 million and $157 million for the three and six months ended July 4, 2026, respectively, due from the BDS acquisition TSA provider related to the initial net cash settlement for activities occurring since the acquisition date.

(c)

During the six months ended June 28, 2025, the Company made retention payments under the Wyatt retention bonus program. The Company believes that these payments are not normal and do not represent future ongoing business expenses.

(d)

As part of the BDS acquisition, a portion of the total consideration paid was reflected as a deposit asset on the opening balance sheet, which is attributable to the Company's present right to the future economic benefits of the business in those foreign jurisdictions where legal and beneficial title had not transferred to the Company as of February 9, 2026. Changes in the deposit asset are driven by changes in the underlying assets and liabilities in those foreign jurisdictions, which represent productive assets and therefore the cash payments (or cash receipts) resulting from the changes in these productive assets are classified as investing cash flows. The change in the deposit asset is primarily related to the collection of third party customer receivables that existed as of February 9, 2026. The Company considers cash collected from customers as a component of free cash flow as it represents amounts collected from its core operations.

Waters Corporation and Subsidiaries

Reconciliation of Projected GAAP to Adjusted Non-GAAP Financial Outlook

(In millions, except per share data)

Twelve Months Ended

Three Months Ended