Slides
Page 1
Q3 2025 Earnings Call Presentation November 4, 2025
Page 2
1©2025 Waters Corporation Forward-Looking Statements: This presentationcontains forward-looking statementsregardingfuture results and events, including financialand operationalguidanceand projectedestimates. For this purpose, any statements that are not statementsof historicalfact may be deemed forward-looking statements. Words such as “may,” “will,” “expect,” “plan,” “anticipate,”“estimate,”“intend,”“outlook,”and similar expressions(as well as other words or expressionsreferencingfuture events, conditionsor circumstances)are intendedto identify forward- looking statements. These forward-lookingstatementsmay include statementsregardingfuture operatingand financialperformance,market growth and drivers of market growth, success of our products,and customertrends. Forward-lookingstatementsin this presentationare basedon the expectationsand assumptionsof Waters Corporation(the “Company”or “Waters”)as of the date of this presentationand are neitherpredictionsnor guaranteesof futureeventsor performance.You shouldnot placeunduerelianceon forward-lookingstatements,which speak only as of the date hereof and shouldnot be relied upon as representingthe Company’sestimatesor views as of any date subsequentto the date of this presentation.Each of these forward-lookingstatementsinvolvesrisks and uncertainties,and actual resultsmay differ materiallyfrom such forward-lookingstatementsfor a variety of reasons, includingand without limitation,those factors relatingto the impact on Waters’ operatingresultsthroughoutthe Company’svarious market sectors or geographiesfrom economic,environmental,regulatory, trade and politicaluncertainties,and the potentialimpactsof the U.S. governmentshutdownthat began in October2025. Furthermore,importantfactors relatedto the proposedtransactionbetweenthe Company,Augusta SpinCoCorporation(“SpinCo”)and Becton,Dickinsonand Company(“BD”) could cause actual results to differ materiallyfrom those currentlyanticipated,includingthat one or more closing conditionsto the transaction,includingcertain regulatoryapprovals,may not be satisfiedor waived, on a timely basis or otherwise,includingthat a governmentalentitymay prohibit,delayor refuseto grantapprovalfor the consummationof the proposedtransaction,may requireconditions,limitationsor restrictionsin connectionwith such approvalsor that the requiredapprovalby the stockholdersof Waters may not be obtained, the risk that the proposedtransactionmay not be completedon the terms or in the time frame expectedby Waters,or at all, unexpectedcosts, chargesor expensesresultingfrom the proposedtransaction, uncertaintyof the expectedfinancialperformanceof the combinedcompany followingcompletionof the proposedtransaction,failureto realizethe anticipatedbenefitsof the proposedtransaction,includingas a result of delay in completingthe proposedtransactionor integratingthe businessesof Waters and SpinCo,on the expectedtimeframeor at all, the ability of the combined company to implementits business strategy, difficultiesand delays in the combinedcompany achievingrevenue and cost synergies,inability of the combined company to retain and hire key personnel,the occurrenceof any event that could give rise to termination of the proposed transaction, the risk that stockholder litigation in connection with the proposed transaction or other litigation,settlements or investigationsmay affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnificationand liability,evolvinglegal,regulatoryand tax regimes,changesin generaleconomicand/or industryspecificconditionsor any volatilityresultingfrom the impositionof and changingpoliciesaround tariffs,actions by third parties,includinggovernmentagencies,the risk that the anticipatedtax treatmentof the proposedtransactionis not obtained,the risk of greaterthan expecteddifficultyin separatingthe businessof SpinCofrom the other businessesof BD, risks relatedto the disruptionof managementtime from ongoingbusinessoperations due to the pendencyof the proposedtransaction,or other effectsof the pendencyof the proposedtransactionon the relationshipof any of the partiesto the transactionwith their employees,customers,suppliers,or other counterparties. We discuss variousfactors that may cause the Company’sactual resultsto differ from those expressedor impliedin the forward-lookingstatementsin this presentationin the sectionsentitled“Forward-LookingStatements,”“Management’sDiscussionand Analysisof FinancialConditionand Resultsof Operations”,and “Risk Factors”of the Company’sAnnualReporton Form 10-K for the year endedDecember31, 2024 as filed with the Securitiesand ExchangeCommission(“SEC”)on February25, 2025, as updatedby the Company’ssubsequentfilingswith the SEC, includingthe Company’sQuarterly Reportson Form 10-Q. Exceptas requiredby law, the Companydoes not assumeany obligationto updateor reviseany forward-lookingstatements,whetheras a resultof new information,futureevents,or otherwise. It should also be noted that projectedfinancialinformationfor the combinedbusinessesof the Companyand SpinCo includedin this presentationis based on management’sestimates,assumptionsand projectionsand has not been preparedin conformancewith the applicable accountingrequirementsof RegulationS-X relatingto pro forma financialinformation,and the requiredpro forma adjustmentshave not been appliedand are not reflectedtherein.None of this informationshould be consideredin isolationfrom, or as a substitutefor, the historical financialstatementsof the Companyor SpinCo. Importantrisk factors could cause actual future resultsand other future events to differ materiallyfrom those currentlyestimatedby management,including,but not limited to, the risks that: a conditionto the closingof the proposed transactionmay not be satisfied; a regulatoryapprovalthat may be requiredfor the proposedtransactionis delayed,is not obtainedor is obtainedsubjectto conditionsthat are not anticipated;the Companyis unable to achievethe synergiesand valuecreationcontemplatedby the proposed transaction;the Company is unable to promptly and effectively integrate SpinCo’s businesses; management’stime and attention is diverted on transactionrelated issues; disruption from the transaction makes it more difficult to maintain business, contractualand operationalrelationships; the credit ratings of the combined company declines following the proposed transaction;legal proceedingsare instituted against the Company, BD or the combined company; the Company, SpinCo or the combined company is unable to retain key personnel; and the announcementor the consummationof the proposedtransactionhas a negativeeffecton the marketprice of the capitalstock of Watersand BD or on the Company’sand BD’s operatingresults. Non-GAAP FinancialMeasures:To supplementthe Company’sfinancialstatementspresentedon a GAAPbasis,the Companyhas providedcertainnon-GAAPfinancialmeasures,such as constantcurrencyrevenue,and non-GAAPdilutedearningsper share. Managementuses these non-GAAP financialmeasuresto evaluatethe Company’soperatingperformancein a mannerthat allows for meaningfulperiod-to-periodcomparisonand analysisof trends in its business. Managementbelievesthat such measuresare importantin comparingcurrentresults with prior period results and are useful to investors and financialanalysts in assessing the Company’soperating performance.The non-GAAP financialinformationpresentedherein should be consideredin conjunctionwith, and not as a substitutefor, the financial information presentedin accordancewith GAAP. Managementstronglyencouragesinvestorsto review the Company’sconsolidatedfinancialstatementsand publiclyfiled reportsin their entirety. The Company’sdefinitionof these non-GAAP financialmeasuresmay differ from similarlytitled measuresused by others. The non-GAAP financialmeasures used in this presentationadjust for specifieditems that can be highly variable or difficultto predict. Investors are encouragedto review the reconciliationof these non-GAAP financialmeasures to their most directly comparableGAAPfinancialmeasuresset forth in the Appendixto this presentationand also includedin the Company’spressreleasedatedNovember4, 2025, availableon the Company’swebsiteat: https://ir.waters.com/. AdditionalInformationand Where to Find It: This presentationis not intendedto and does not constitutean offer to sell or the solicitationof an offer to buy or exchangeany securitiesor a solicitationof any vote or approvalin any jurisdiction,nor shallthere be any sale, issuance or transfer of securitiesin any jurisdictionin which such offer, solicitationor sale would be unlawfulprior to registrationor qualificationunder the securitieslaws of any such jurisdiction. It does not constitutea prospectusor prospectusequivalentdocument. No offering or sale of securitiesshall be made exceptby means of a prospectusmeetingthe requirementsof Section10 of the SecuritiesAct of 1933, as amended(the “SecuritiesAct”),and otherwisein accordancewith applicablelaw. In connection with the proposed transactionbetween the Company, SpinCo and BD, the parties intend to file relevant materials with the SEC, including,among other filings, a registrationstatement on Form S-4 to be filed by the Company (the “Form S-4”) that will include a preliminaryproxy statement/prospectusof the Companyand a definitiveproxy statement/prospectusof the Company,the latter of which will be mailedto stockholdersof the Company,and a registrationstatementon Form 10 to be filed by SpinCothat will incorporateby reference certainportionsof the Form S-4 and willserve as an informationstatement/prospectusin connectionwith the spin-off of SpinCofrom BD. INVESTORSAND SECURITYHOLDERSOF THE COMPANYAND BD ARE URGED TO READ THE PROXYSTATEMENT/PROSPECTUS, THE INFORMATIONSTATEMENT/PROSPECTUSAND ANY OTHER DOCUMENTSTHATWILL BE FILEDWITH THE SEC, AS WELL AS ANY AMENDMENTSOR SUPPLEMENTSTO THESEDOCUMENTS,CAREFULLYAND IN THEIR ENTIRETYWHEN THEYBECOME AVAILABLEBECAUSE THEY WILL CONTAIN IMPORTANTINFORMATIONABOUT THE PROPOSEDTRANSACTIONAND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4 and the proxy statement/prospectus(when available)and other documentsfiled with the SEC by the Company,SpinCo or BD throughthe websitemaintainedby the SEC at www.sec.gov. Copies of the documentsfiled with the SEC by the Companywill be availablefree of charge on the Company’swebsiteat waters.com under the tab “AboutWaters” and under the heading“InvestorRelations”and subheading“Financials—SEC Filings.” Copies of the documentsfiled with the SEC by BD and SpinCowill be availablefree of chargeon BD’s websiteat bd.com under the tab “AboutBD” and under the heading“Investors”and subheading“SEC Filings.” Participantsin the Solicitation:The Companyand BD and their respectivedirectorsand executiveofficersmay be consideredparticipantsin the solicitationof proxies from the Company’sstockholdersin connectionwith the proposedtransaction.Informationabout the directors and executiveofficersof the Companyis set forth in its AnnualReporton Form 10-K for the year endedDecember31, 2024, which was filed with the SEC on February25, 2025, and its proxy statementfor its 2025 annualmeeting,which was filed with the SEC on April9, 2025. To the extentholdingsof the Company’ssecuritiesby its directorsor executiveofficershave changedsince the amountsset forth in such filings,such changeshave been or will be reflectedon InitialStatementsof BeneficialOwnershipon Form 3 or Statementsof BeneficialOwnership on Form 4 filed with the SEC. Informationabout the directorsand executiveofficersof the Companyand other informationregardingthe potentialparticipantsin the proxy solicitationsand a descriptionof their direct and indirectinterests,by security holdingsor otherwise,will be containedin the proxystatement/prospectusand other relevantmaterialsto be filed with the SEC regardingthe proposedtransaction.Informationabout the directorsand executiveofficersof BD is set forth in its AnnualReporton Form 10-K for the year endedSeptember30, 2024, whichwas filed with the SEC on November27, 2024, and its proxystatementfor its 2025 annualmeeting,whichwas filed with the SEC on December19, 2024. To the extentholdingsof BD’s securitiesby its directorsor executiveofficershave changedsince the amountsset forth in such filings,such changeshave been or will be reflectedon InitialStatementsof BeneficialOwnershipon Form 3 or Statementsof BeneficialOwnershipon Form 4 filed with the SEC. You may obtainthese documents(when they becomeavailable)free of chargethroughthe website maintainedby the SEC at www.sec.gov and from Waters’websiteand BD’s websiteas describedabove. Disclaimer
Page 3
2©2025 Waters Corporation Key Messages Innovation Driving Differentiated Performance Strong Execution Delivering on our Growth Strategy Positioned to Unlock Next Wave of Impact in 2026
Page 4
3©2025 Waters Corporation Q3 2025 Results CC: Constant Currency; growth rates are versus prior year. HSD = High Single Digits Note: Growth measures presented in constant currency and non-GAAP EPS are non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is included in the Appendix to this presentation and is also included in the Company’s press release dated November 4, 2025, available on the Company’s website at: https://ir.waters.com/. ©2025 Waters Corporation 3 CC Revenue GrowthQ3 2025 Revenue CC Recurring Revenue Growth CC Instrument Growth As Reported: +8% FX: +0% $800M +8% +6% +9% $3.40 Q3 2025 EPS Non-GAAP +16% Growth +17% in CC +HSD LC-MS Growth
Page 5
4©2025 Waters Corporation Innovation & Execution Driving Strong Momentum… BioAnalytical Characterization New Products 3Q25 Sequential Growth in Instrument Sales1 (3Q / 2Q) + Idiosyncratic Growth Drivers Note: 1. Instrument sales grew 11% sequentially on an as reported basis in 3Q25 versus 2Q25. 2. Waters Alliance iS sales grew +300% in constant currency in 3Q25 compared to 3Q24. 3. Waters Xevo TQ Absolute sales grew +30% in constant currency in 3Q25 compared to 3Q24. 4. GLP-1 sales grew approximately 100% in constant currency in 3Q25 compared to 3Q24. 5. PFAS orders grew approximately 30% in constant currency in 3Q25 compared to 3Q24. 6. Total company India sales grew 17% in constant currency in 3Q25 compares to 3Q24. Constant currency revenue growth is a non- GAAP financial measure. A reconciliation of this non-GAAP financial measures to the most directly comparable GAAP financial measure is included in the Appendix to this presentation and is also available on the Company's website at: https://ir.waters.com +11% Q/Q Instrument Ramp (3Q25 / 2Q25) New Product Innovation Continues to Yield Excellent Results
Page 6
5©2025 Waters Corporation Double-Digit Chemistry Growth Also Led by New Products Solving Key Unmet Needs… YTD-25 Y/Y Sales Growth in CC1 +11% Chemistry Growth …w/ New BioSeparations Products Note: 1. Denotes growth in constant currency on a year-over-year basis. 2. Internal & BCG analysis based on analysis of current pharma pipeline. 57% 43% Small Molecule 5 New Products launched in past 9 Months
Page 7
6©2025 Waters Corporation …Resulting in Broad Pharma Strength Note: Constant currency revenue growth is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure is included in the Appendix to this presentation and is also available on the Company’s website at: https://ir.waters.com/. = Our Growth Strategy is Delivering 3Q25 Y/Y CC Pharma Sales Growth Americas Europe China TOTAL +11% Asia ex-China
Page 8
7©2025 Waters Corporation Xevo CDMS: A New Era in Mass Spectrometry Note: TAM = Total Addressable Market. 1. Based on internal analysis of the pharma pipeline by modality; Data source: Evaluate Pharma. 2. Based on Waters internal analysis and estimates. 3. Total Addressable Market (TAM) sizing and market growth rates are Waters internal estimates incorporating internal analysis, consulting data, industry reports and market researc h, and are based on current and recent historical growth rate data for more nascent, high-growth markets. HSD = High Single Digits; LDD = Low Double Digits A Perfect Example of Waters’ Innovation Model For ~40% of Large Mol Pipeline1 Delivers results ~10x faster, w/ 1% of the sample volume2 TAM: $350M growing HSD-LDD3 Serving the Most Complex Modalities in Process Dev. & Manufacturing QA/QC LAUNCHED OCT 2025
Page 9
8©2025 Waters Corporation Positioned to Unlock Next Wave of Impact in 2026 Leverages AI/ML to: Enhance Utilization Reduce Errors Minimize Compliance Risks Driving On-Prem to Subscription Model Leveraging 420K Empower users1 Adding Premium Features to Address Unmet Needs Extending Compliant Informatics to Bioanalytics Adding new detectors to Empower Building the Empower ‘Superhighway’ Note: 1. Individual Empower users are estimates as of December 31, 2024, and are based on internal analysis
Page 10
9©2025 Waters Corporation Biosciences & Diagnostic SolutionsGearing Up to Deliver Rapid Impact from Synergies in ‘26 Integration Planning is Well Underway & Progressing Rapidly Two Integration Summits held at Milford HQ w/ 120+ senior leaders – establishing shared vision and priorities Refined Pre-Day 1, Day 1, and Day 100 master plans and achieved alignment on operationalization of transition service agreements Clear synergy delivery action plan, across 6 business unit workstreams & 10 functional workstreams fully mobilized for Day 1 2 3 1
Page 11
10©2025 Waters Corporation Q3 2025 Revenue Stratification * % Revenue Growth Q3 2025 vs. Q3 2024 in Constant Currency Note: No difference in # of days between Q3 2025 and Q3 2024 Constant currency revenue growth is a non-GAAP financial measure. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is included in the Appendix to this presentation and is also available on the Company’s website at: https: //ir.waters.com c END MARKETS cGEOGRAPHY PRODUCTS & SERVICES c OPERATING SEGMENTS Pharma +11% Industrial +4% Academic & Government +1% Asia +13% Americas +5% Europe +5% Instruments +6% Chemistry +13% Service +7% Waters +9% TA +2% Growth %* Growth %* 60% 29% 11% Growth %* Growth %* 34% 36% 30% 89% 11% 43% 20% 37%
Page 12
11©2025 Waters Corporation FY & Q4 2025 Guidance Based on current FX rate assumptions. Constant currency revenue growth and non-GAAP EPS are non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is included in the Appendix to this presentation and is also available on the Company’s website at: https: //ir.waters.com/ FX (0.2%) Reported Growth +6.5% to +7.1% Constant Currency Revenue Growth vs. FY 2024 $13.05 to $13.15 NON -GAAP EPS FX +0.2% Reported Growth +5.2% to +7.2% Constant Currency Revenue Growth vs. Q4 2024 $4.45 to $4.55 NON -GAAP EPS FY Net Interest Exp. FY Tax Rate FY Avg. Shares FY CC EPS Growth
Page 13
Q3 2025 Earnings Call Presentation Q&A Session
Page 14
Appendix GAAP to Non-GAAP Reconciliations
Page 15
14©2025 Waters Corporation Q3 2025 Sales - Reported & Constant Currency Growth The Company believes that referring to comparable constant currency growth rates is a useful way to evaluate the underlying perf ormance of Waters Corporation's net sales. Constant currency growth, a non-GAAP financial measure, measures the change in net sales between current and prior year periods, excluding the impact of foreign currency exchange rates during the c urrent period. (in millions USD) 2025 2024 % Growth Reported Impact of Currency % Growth Constant Currency Operating Segments Waters 713.4 655.7 9% 0% 9% TA 86.5 84.7 2% 1% 2% End Markets Pharmaceutical 479.8 430.1 12% 1% 11% Industrial 235.7 227.7 3% (1%) 4% Academic & Government 84.4 82.4 2% 1% 1% Geography Asia 269.7 251.3 7% (5%) 13% Americas 292.8 279.1 5% 0% 5% Europe 237.4 209.8 13% 8% 5% Products & Services Instruments 341.5 323.1 6% 0% 6% Service 299.9 278.3 8% 1% 7% Chemistry 158.5 138.9 14% 1% 13% Total Recurring 458.4 417.2 10% 1% 9% Total Sales – Q3 799.9 740.3 8% 0% 8%
Page 16
15©2025 Waters Corporation Q3 2025 & YTD-25 Sales - Reported & Constant Currency Growth (in millions USD) 2025 2024 % Growth Reported Impact of Currency % Growth Constant Currency Pharmaceutical Americas 175.9 156.7 12% 0% 12% Europe 158.3 137.5 15% 8% 7% China 56.1 45.2 24% 3% 21% Asia ex-China 89.4 90.7 (1%) (11%) 10% Pharmaceutical Sales – Q3 479.8 430.1 12% 1% 11% The Company believes that referring to comparable constant currency growth rates is a useful way to evaluate the underlying perf ormance of Waters Corporation's net sales. Constant currency growth, a non-GAAP financial measure, measures the change in net sales between current and prior year periods, excluding the impact of foreign currency exchange rates during the c urrent period. (in millions USD) 2025 2024 % Growth Reported Impact of Currency % Growth Constant Currency Products & Services Instruments 912.8 859.1 6% 0% 7% Service 859.0 812.4 6% (1%) 6% Chemistry 461.1 414.2 11% 0% 11% Total Recurring 1,320.1 1,226.6 8% 0% 8% Total Sales – YTD 2,232.9 2,085.7 7% 0% 7%
Page 17
16©2025 Waters Corporation Q3 2025 Earnings Per Share & FY 2025 and Q4 2025 Guidance Q3 2025 Q3 2024 GAAP $ 2.50 $ 2.71 Adjustments: Purchased intangibles amortization (a) $ 0.15 $ 0.15 Restructuring costs and certain other items (b) $ 0.02 $ 0.02 ERP implementation and transformation costs (c) $ 0.08 $ - Acquisition related costs (d) $ 0.47 $ - Litigation provision (e) $ - $ 0.02 Financing costs (f) $ 0.18 $ 0.03 Adjusted Non-GAAP $ 3.40 $ 2.93 Foreign Exchange Impact $ 0.04 Adjusted Non-GAAP in constant currency $ 3.44 Adjusted Non-GAAP % growth in constant currency 17% Earnings Per Share 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. b) 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. c) 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. d) 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. e) Litigation provisions and settlement gains were excluded as these items are isolated, unpredictable and not expected to recur regularly. f) Financing costs relate to certain financing fees incurred by the Company to secure access to certain debt facilities in connection with the agreements entered into by the Company 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. g) 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. Projected Sales FY 2025 Q4 2025 Constant currency sales growth rate* 6.7% - 7.3% 5.0% - 7.0% Currency translation impact (0.2%) - (0.2%) 0.2% - 0.2% Sales growth rate as reported 6.5% - 7.1% 5.2% - 7.2% FY 2025 and Q4 2025 Guidance Projected Earnings Per Diluted Share FY 2025 Q4 2025 GAAP earnings per diluted share $ 11.10 - $ 11.20 $ 4.10 - $ 4.20 Adjustments: Purchased intangibles amortization (a) $ 0.60 - $ 0.60 $ 0.15 - $ 0.15 Restructuring costs and certain other items (b) $ 0.08 - $ 0.08 $ 0.01 - $ 0.01 ERP implementation and transformation costs (c) $ 0.25 - $ 0.25 $ 0.07 - $ 0.07 Acquisition related costs (d) $ 0.78 - $ 0.78 $ 0.11 - $ 0.11 Retention bonus obligation (g) $ 0.05 - $ 0.05 $ - - $ - Financing costs (f) $ 0.19 - $ 0.19 $ 0.01 - $ 0.01 Adjusted non-GAAP earnings per diluted share $ 13.05 - $ 13.15 $ 4.45 - $ 4.55 * Constant currency growth rates are a non-GAAP financial measure that measures the change in net sales between current and prior year periods, excluding the impact of foreign currency exchange rates during the current period. These amounts are estimated at the current foreign currency exchange rates and based on the forecasted geographical sales in local currency, as well as an assessment of market conditions as of today, and may differ significantly from actual results. These forward-looking adjustment estimates do not reflect future gains and charges that are inherently difficult to predict and estimate due to their unknown timing, effect and/or significance.