Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Preuves
These systems are complementary products that are frequently employed together (“LC-MS”) and sold as integrated instrument systems using common software platforms.
Item 1, Business: integrated LC-MS systems and common software · Dépôt 23/02/2026
The servicing and support of instruments, software and accessories is an important source of revenue and represented over 35% of sales for Waters in 2025.
Waters Services: service revenue share in 2025 · Dépôt 23/02/2026
These revenues are derived primarily through the sale of support plans, demand services, spare parts, customer performance validation services and customer training.
Waters Services: support, validation and training revenue sources · Dépôt 23/02/2026
Support plans typically involve scheduled instrument maintenance and an agreement to promptly repair a non-functioning instrument in return for a fee described in a contract that is priced according to the configuration of the instrument.
Waters Services: maintenance and repair contract pricing · Dépôt 23/02/2026
Excluding the BDS Business revenue, legacy recurring revenues increased 9% and 13%, in the second quarter and first half of 2026, respectively, primarily due to broad-based growth across all geographical regions.
MD&A, Revenues by Product: legacy recurring revenue growth · Dépôt 11/08/2026
Excluding the BDS Business revenue, chemistry consumable revenue increased 10% and 13% for the second quarter and first half of 2026, respectively.
MD&A, Revenues by Product: legacy chemistry consumable growth · Dépôt 11/08/2026
The double-digit chemistry growth can be attributed to the uptake in columns and application-specific testing kits to pharmaceutical customers.
MD&A, Revenues by Product: pharmaceutical column and testing-kit uptake · Dépôt 11/08/2026
The Company’s principal competitors in the service market include Revvity, Inc., Agilent Technologies, Inc.
Waters Services: named service competitors · Dépôt 23/02/2026
and Thermo Fisher Scientific Inc. These competitors can provide certain services on Waters instruments to varying degrees and always present competitive risk.
Waters Services: additional named competitor and third-party servicing · Dépôt 23/02/2026
Governments in China and other countries continue to use various mechanisms to control healthcare expenditures, including increased use of competitive bidding and tenders, price regulation (such as volume-based procurement programs), government imposed payback provisions, and changes in reimbursement practices and policies on average selling prices for the Company’s products, which unfavorably impact the Company’s revenues and may continue to impact the Company’s results of operations in certain countries.
Risk factors: procurement and price regulation affecting revenues · Dépôt 23/02/2026
Group purchasing organizations and integrated health delivery networks have also served to concentrate purchasing decisions for some customers, which has led to downward pricing pressures.
Risk factors: realized downward pricing pressure from purchasing concentration · Dépôt 23/02/2026
Risks and Uncertainties The Company is subject to risks common to companies in the analytical instrument and diagnostics industry, including, but not limited to, global economic and financial market conditions, fluctuations in foreign currency exchange rates, fluctuations in customer demand, development by its competitors of new technological innovations, costs of developing new technologies, levels of debt and debt service requirements, risk of disruption, dependence on key personnel, protection and litigation of proprietary technology, shifts in taxable income between tax jurisdictions and compliance with new tariff rules and regulations of the U.S.
Notes, Risks and Uncertainties: competitive innovation and operating risks · Dépôt 11/08/2026
The Company determines relative standalone selling prices using available information, including standalone sales, list prices and typical discounts offered to customers, as applicable.
Revenue recognition: standalone selling prices and typical discounts · Dépôt 11/08/2026
18 Unaudited Quarterly Results The Company’s unaudited quarterly results are summarized below (in thousands, except per share data): First Second Third Fourth 2025 Quarter Quarter Quarter Quarter Total Net sales $ 661,705 $ 771,332 $ 799,887 $ 932,362 $ 3,165,286 Costs and operating expenses: Cost of sales 276,745 321,407 327,806 362,864 1,288,822 Selling and administrative expenses 174,881 201,257 214,229 240,007 830,374 Research and development expenses 46,622 48,548 53,643 46,898 195,711 Purchased intangibles amortization 11,712 11,907 12,095 12,077 47,791 Total costs and operating expenses 509,960 583,119 607,773 661,846 2,362,698 Operating income 151,745 188,213 192,114 270,516 802,588 Other income (expense), net 1,524 (676 ) (70 ) 2,283 3,061 Interest expense (14,270 ) (14,354 ) (26,637 ) (14,287 ) (69,548 ) Interest income 3,889 4,507 4,712 5,669 18,777 Income before income taxes 142,888 177,690 170,119 264,181 754,878 Provision for income taxes 21,507 30,579 21,196 38,967 112,249 Net income $ 121,381 $ 147,111 $ 148,923 $ 225,214 $ 642,629 Net income per basic common share 2.04 2.47 2.50 3.78 10.80 Weighted-average number of basic common shares 59,439 59,515 59,528 59,546 59,509 Net income per diluted common share 2.03 2.47 2.50 3.77 10.76 Weighted-average number of diluted common shares and equivalents 59,711 59,656 59,622 59,763 59,706 1 09 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) First Second Third Fourth 2024 Quarter Quarter Quarter Quarter Total Net sales $ 636,839 $ 708,529 $ 740,305 $ 872,714 $ 2,958,387 Costs and operating expenses: Cost of sales 261,786 288,244 301,655 348,516 1,200,201 Selling and administrative expenses 174,536 173,247 169,097 173,268 690,148 Research and development expenses 44,595 46,182 45,336 46,914 183,027 Purchased intangibles amortization 11,834 11,744 11,759 11,753 47,090 Litigation provisions 10,242 — 1,326 — 11,568 Total costs and operating expenses 502,993 519,417 529,173 580,451 2,132,034 Operating income 133,846 189,112 211,132 292,263 826,353 Other income (expense), net 2,259 (302 ) (338 ) (843 ) 776 Interest expense (25,520 ) (23,726 ) (21,435 ) (18,996 ) (89,677 ) Interest income 4,271 4,328 4,258 4,559 17,416 Income before income taxes 114,856 169,412 193,617 276,983 754,868 Provision for income taxes 12,660 26,675 32,114 45,585 117,034 Net income $ 102,196 $ 142,737 $ 161,503 $ 231,398 $ 637,834 Net income per basic common share 1.73 2.41 2.72 3.90 10.75 Weighted-average number of basic common shares 59,232 59,339 59,367 59,386 59,333 Net income per diluted common share 1.72 2.40 2.71 3.88 10.71 Weighted-average number of diluted common shares and equivalents 59,431 59,451 59,504 59,645 59,552 The Company typically experiences an increase in sales in the fourth quarter, as a result of purchasing habits for capital goods of customers that tend to exhaust their spending budgets by calendar year-end.
Note 18, Unaudited Quarterly Results: 2025 and 2024 operating results · Dépôt 23/02/2026
Financial Overview The Company’s operating results are as follows for the three and six months ended July 4, 2026 and June 28, 2025 (dollars in millions, except per share data): Three Months Ended Six Months Ended July 4, 2026 June 28, 2025 % change July 4, 2026 June 28, 2025 % change Revenues: Product revenue $ 1,220 $ 473 158 % $ 2,139 $ 874 145 % Service revenue 425 298 43 % 773 559 38 % Total net revenues 1,645 771 113 % 2,912 1,433 103 % Costs and operating expenses: Cost of revenue 911 321 184 % 1,590 598 166 % Selling and administrative expenses 405 198 105 % 788 373 111 % Research and development expenses 122 49 149 % 218 95 129 % Purchased intangibles amortization 244 12 1,933 % 396 24 1,550 % Restructuring charges 49 3 * * 52 4 * * Operating (loss) income (86 ) 188 (146 %) (134 ) 340 (139 %) Operating (loss) income as a % of revenue (5.2 %) 24.4 % (4.6 %) 23.7 % Other (expense) income, net — (1 ) (100 %) 1 1 — Interest expense, net (55 ) (10 ) 450 % (96 ) (20 ) 380 % (Loss) income before income taxes (141 ) 178 (179 %) (229 ) 321 (171 %) Benefit (Provision) for income taxes 5 (31 ) (116 %) 21 (52 ) (140 %) Net (loss) income $ (136 ) $ 147 (193 %) $ (208 ) $ 268 (178 %) Net (loss) income per diluted common share $ (1.39 ) $ 2.47 (156 %) $ (2.31 ) $ 4.50 (151 %) ** 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.
MD&A, Financial Overview: 2026 revenue, expenses, losses and comparability · Dépôt 11/08/2026
Purchased Intangibles Amortization Purchased intangibles amortization increased $232 million and $372 million in the second quarter and first half of 2026, respectively, as compared to 2025 due to the BDS Business Acquisition.
MD&A, Purchased Intangibles Amortization: acquisition-related increase · Dépôt 11/08/2026
Excluding the BDS Business revenue, legacy revenue increased 7% and 10% in the second quarter and first half of 2026, respectively, primarily due to broad-based growth across all product lines and geographical regions.
MD&A, Revenue: legacy revenue growth excluding BDS · Dépôt 11/08/2026
In addition, the first half of 2026 had six more calendar days compared to the first half of 2025.
MD&A, Revenue: additional calendar days in the first half of 2026 · Dépôt 11/08/2026
4 Acquisitions On February 9, 2026, the Company completed the BDS Business Acquisition with an acquisition-date fair value of total consideration transferred of $13 billion, including the issuance of 38,542 thousand shares of Waters common stock.
Note 4, Acquisitions: consideration and shares issued for BDS · Dépôt 11/08/2026
As a result, the Record Date BD Shareholders owned approximately 39.2 % of the outstanding shares of Waters common stock, and former Waters shareholders owned approximately 60.8 % of the outstanding shares of Waters common stock, in each case, on a fully diluted basis.
Acquisition disclosure: post-transaction shareholder ownership · Dépôt 11/08/2026
The carrying value of the Company’s fixed interest rate debt was $4.4 billion and $1.3 billion at July 4, 2026 and December 31, 2025, respectively.
Fair Value of Other Financial Instruments: fixed-rate debt balances · Dépôt 11/08/2026
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.
MD&A, Contractual Obligations: transition-services duration and annual cost · Dépôt 11/08/2026
The Company has incurred $40 million of TSA costs for the six months ended July 4, 2026.
MD&A, Contractual Obligations: transition-services costs incurred · Dépôt 11/08/2026
Flagship platforms such as Alliance™ iS HPLC more than doubled in sales year over year, while Xevo™ TQ Absolute mass spectrometers and MaxPeak™ Premier chemistry each delivered growth well above 30%.
CEO shareholder letter: reported platform and chemistry sales growth · Dépôt 09/04/2026
We are executing well while benefiting from a multi-year instrument replacement cycle and driving strong growth in GLP-1 testing, PFAS testing and Generics testing, especially in India.
CEO shareholder letter: replacement-cycle and testing-demand growth drivers · Dépôt 09/04/2026
✓ Independent Board and Committees All Directors other than our President and CEO, and all members of the Audit & Finance Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Science and Technology Committee are independent.
Governance practices: board and committee independence · Dépôt 09/04/2026
The policies that exist to mitigate compensation-related risk include, among others, (1) the Company’s recoupment policies; (2) stock ownership guidelines for executive officers; (3) a four- to five-year vesting period for stock options and three- to four-year vesting periods for RSUs; (4) a three-year performance period and a maximum payout cap for performance-based restricted stock units (“PSUs”); (5) a prohibition on hedging; and (6) the independent oversight of compensation programs by the Compensation Committee, with input from an independent compensation consultant.
Compensation risk policies: vesting, performance periods, recoupment and hedging · Dépôt 09/04/2026
For the performance-based restricted stock units (“PSUs”) that were granted in 2023 and whose performance period ended in 2025, we were below threshold on the adjusted non-GAAP OCCRG performance metric, but we were above the median of the S&P 500 Health Care Index (“HCI”) on the applicable relative total shareholder return performance metric.
2025 compensation outcomes: below-threshold organic growth and relative TSR · Dépôt 09/04/2026
Based on this performance, our 2023 PSU awards (whose performance period ended on December 31, 2025) paid out at 65% of target.
2025 compensation outcomes: realized 2023 PSU payout · Dépôt 09/04/2026
$1,150,000 125% $1,437,500 110% 150% $2,371,875 165% Amol Chaubal $650,000 75% $487,500 110% 140% $750,750 154% Jianqing Y.
2025 AIP payout table: CEO and CFO individual modifiers and payouts · Dépôt 09/04/2026
What We Do What We Do Not Do ✓ Robust director and executive officer stock ownership guidelines × No excessive executive perquisites ✓ Annual compensation risk assessment × No excise tax gross-up provisions ✓ Anti-hedging policy × No option repricing without shareholder consent ✓ Robust compensation recoupment (Clawback) policy that exceeds the requirement of Dodd-Frank ✓ Independent compensation consultant ✓ Double trigger for accelerated equity vesting in connection with a change of control Pay Mix Consistent with our performance-based compensation philosophy, at-risk compensation comprises a substantial portion of the NEOs’ target total direct compensation.
Compensation governance: ownership, clawbacks and repricing restrictions · Dépôt 09/04/2026
The Audit & Finance Committee pre-approved 100% of the services listed under the preceding captions “Audit Fees,” “Audit-Related Fees,” “Tax-Related Fees,” and “All Other Fees.”
Audit fees: committee pre-approval of services · Dépôt 09/04/2026
A-1 Table of Contents Operating Income and Net Income Reconciliations Reconciliation of GAAP to Non-GAAP Operating Income (In thousands) 2025 2024 GAAP Operating Income $802,588 $826,353 Adjustments: Purchased intangibles amortization (a) 47,791 47,090 Restructuring costs and certain other items (b) 9,036 12,160 Litigation provision and settlement (c) — 11,568 Retention bonus obligation (d) 3,818 17,815 ERP implementation and transformation costs (e) 19,588 1,346 Acquisition related costs (f) 81,599 — Non-GAAP Operating Income 964,420 916,332 Less: impact of acquisitions & other adjustments (4,495) (13,281) Adjusted Organic Non-GAAP Operating Income $959,925 $903,051 Reconciliation of GAAP to Non-GAAP Net Income (In thousands) 2025 2024 2023 2022 GAAP Net Income $642,629 $637,834 $642,234 $707,755 Adjustments: Purchased intangibles amortization (a) 36,315 35,821 24,800 4,905 Restructuring costs and certain other items (b) 5,078 9,189 22,270 4,092 Litigation provision and settlement (c) — 8,792 — — Retention bonus obligation (d) 2,902 13,539 14,282 — ERP implementation and transformation costs (e) 14,887 1,009 — — Acquisition related costs (f) 70,281 — 10,600 — Acquired in-process research and development (g) — — — 7,446 Financing Costs (h) 11,840 — — — Certain income tax items (j) — — (17,651) 994 Non-GAAP Net Income 783,932 706,184 696,535 725,192 Less: Impact of acquisitions (20,493) 2,916 10,500 — Adjusted Organic Non-GAAP Operating Income 763,439 $709,100 $707,035 $725,192 A-2 Table of Contents Reconciliation of GAAP to Non-GAAP Diluted Earnings per Share 2025 GAAP Diluted Earnings per Share $10.76 Adjustments: Purchased intangibles amortization (a) 0.61 Restructuring costs and certain other items (b) 0.09 Litigation provision and settlement (c) — Retention bonus obligation (d) 0.05 ERP implementation and transformation costs (e) 0.25 Acquisition related costs (f) 1.18 Financing Costs (h) 0.20 Non-GAAP Diluted Earnings per Share 13.13 Footnotes to the Operating Income and Net Income Reconciliations (a) The purchased intangibles amortization, a non-cash expense, was excluded to be consistent with how management evaluates the performance of its core business against historical operating results and the operating results of competitors over periods of time.
Appendix A: GAAP and non-GAAP operating income and earnings reconciliations · Dépôt 09/04/2026
