Slides
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J.P. Morgan 44th Annual Healthcare Conference Udit Batra, Ph.D. President & CEO January 12, 2026
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1©2026 Waters Corporation Forward-Looking Statements & Non-GAAP Financial Measures Forward-LookingStatements: This presentationincludes“forward-lookingstatements”as that term is definedin Section27A of the SecuritiesAct of 1933,as amended(the “SecuritiesAct”) and Section21E of the SecuritiesExchangeAct of 1934,as amended,includingstatementsregarding the proposedtransactionamong Waters Corporation(“Waters”or the “Company”),Becton, Dickinsonand Company (“BD”) and Augusta SpinCo Corporation(“SpinCo”).These forward-looking statementsgenerallyare identifiedby the words “believe,”“feel,” “project,” “expect,”“anticipate,” “appear,”“estimate,”“forecast,”“outlook,”“target,”“endeavor,”“seek,”“predict,”“intend,”“suggest,”“strategy,”“plan,”“may,” “could,”“should,”“will,” “would,”“will be,” “will continue,”“will likely result,”or the negativethereofor variationsthereonor similarterminologygenerallyintendedto identify forward-lookingstatements. All statements,other than historicalfacts, including,but not limitedto, statementsregardingfutureoperatingand financialperformance,marketgrowthand driversof marketgrowth,successof Waters’productsor productsof the combinedcompany,customertrends, the expectedtimingand structureof the proposedtransaction,the abilityof the partiesto completethe proposedtransaction,the expectedbenefitsof the proposedtransaction,includingthe amountand timingof synergiesfrom the proposedtransaction,the combinedcompany’splans,objectives, expectationsand intentions,legal, economic and regulatoryconditions,and any assumptionsunderlyingany of the foregoing,are forward looking statements. These forward-looking statementsare based on Waters’ and BD’s current expectationsand are subject to risks and uncertainties surroundingfutureexpectationsgenerally. Actualresultscoulddiffer materiallyfrom those currentlyanticipateddue to a numberof risks and uncertainties,many of which are beyondWaters’and BD’s control. None of Waters, BD, SpinCoor any of their respectivedirectors,executiveofficers,or advisorsmake any representationor provideany assuranceor guaranteethat the occurrenceof the eventsexpressedor impliedin any forward-lookingstatementswill actuallyoccur,or if any of them do occur,what impactthey will have on the business,resultsof operationsor financialcondition of Waters or BD. Shouldone or more of these risks or uncertaintiesmaterialize,or shouldunderlyingassumptionsprove incorrect,these developmentscould have a materialadverse effect on Waters’ and BD’s businessesand the ability to successfullycompletethe proposedtransactionand realize its benefits. The inclusionof such statementsshouldnot be regardedas a representationthat such plans,estimatesor expectationswill be achieved. Importantfactorsthat could causeactualresultsto differ materiallyfrom such plans,estimatesor expectationsinclude,among others,(1) that one or more closingconditionsto the transaction,includingcertainregulatoryapprovals,may not be satisfiedor waived,on a timelybasis or otherwise,includingthata governmentalentitymay prohibit,delayor refuseto grantapprovalfor the consummationof the proposedtransaction,may requireconditions,limitationsor restrictionsin connectionwith such approvalsor that the requiredapprovalby the stockholdersof Watersmay not be obtained; (2) the risk that the proposedtransactionmay not be completedon the termsor in the time frame expectedby Waters,BD and SpinCo, or at all; (3) unexpectedcosts,chargesor expensesresultingfrom the proposedtransaction; (4) uncertaintyof the expectedfinancialperformanceof the combinedcompanyfollowingcompletionof the proposedtransaction;(5) failureto realizethe anticipatedbenefitsof the proposedtransaction, includingas a resultof delay in completingthe proposedtransactionor integratingthe businessesof Watersand SpinCo,on the expectedtimeframeor at all; (6) the abilityof the combinedcompanyto implementits businessstrategy; (7) difficultiesand delaysin the combinedcompanyachieving revenueand cost synergies; (8) inabilityof the combinedcompanyto retainand hire key personnel; (9) the occurrenceof any event that couldgive rise to terminationof the proposedtransaction;(10) the risk that stockholderlitigationin connectionwith the proposedtransactionor other litigation, settlementsor investigationsmay affect the timing or occurrenceof the proposedtransactionor result in significantcosts of defense,indemnificationand liability; (11) evolvinglegal, regulatoryand tax regimes; (12) changesin generalpolitical,economic,regulatory,environmental,trade and/or industry specific conditionsor any volatilityresultingfrom the impositionof and changingpolicies around tariffs; (13) actions by third parties,includinggovernmentagencies; (14) the risk that the anticipatedtax treatmentof the proposedtransactionis not obtained; (15) the risk of greater than expecteddifficultyin separatingthe businessof SpinCofrom the other businessesof BD; (16) risks relatedto the disruptionof managementtime from ongoingbusinessoperationsdue to the pendencyof the proposedtransaction,or other effectsof the pendencyof the proposedtransactionon the relationshipof any of the parties to the transactionwith their employees,customers,suppliers,or other counterparties; and (17) other risk factors detailedfrom time to time in Waters’ and BD’s reportsfiled with the SEC, includingWaters’ and BD’s annual reports on Form 10-K, quarterly reportson Form 10-Q, currentreportson Form 8-K and otherdocumentsfiledwith the Securitiesand ExchangeCommission(“SEC”),includingdocumentsthatwill be filed with the SEC in connectionwith the proposedtransaction.The foregoinglist of importantfactorsis not exclusive. It should also be noted that projectedfinancialinformationfor the combinedbusinessesof the Company and SpinCo includedin this presentationis based on management’sestimates,assumptionsand projectionsand has not been prepared in conformancewith the applicableaccounting requirementsof RegulationS-X relatingto pro forma financialinformation,and the requiredpro forma adjustmentshave not been appliedand are not reflectedtherein.None of this informationshouldbe consideredin isolationfrom, or as a substitutefor, the historicalfinancialstatementsof the Company or SpinCo. Importantrisk factors could cause actual future results and other future events to differ materiallyfrom those currentlyestimated by management,including,but not limited to, the risks that: a conditionto the closing of 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 unableto achievethe synergiesand value creationcontemplatedby the proposedtransaction;the Companyis unableto promptlyand effectivelyintegrateSpinCo’sbusinesses; management’stime and attentionis divertedon transactionrelatedissues;disruptionfrom the transactionmakes it more difficultto maintainbusiness,contractualand operationalrelationships; the credit ratingsof the combinedcompany declinesfollowingthe proposedtransaction; legal proceedingsare institutedagainstthe Company,BD or the combinedcompany; the Company,SpinCoor the combinedcompanyis unableto retain key personnel; and the announcementor the consummationof the proposedtransactionhas a negativeeffecton the marketpriceof the capitalstockof Watersand BD or on the Company’sand BD’s operatingresults. Non-GAAP FinancialMeasures: To supplementthe Company’sfinancialstatementspresentedon a GAAP basis, the Companyhas providedcertainnon-GAAP financialmeasures,such as constantcurrencyrevenue,adjustedEBITDA,adjustedEBITDA margin, adjustedoperatingmargin, free cash flow and adjustedearningsper share.Managementuses thesenon-GAAP financialmeasuresto evaluatethe Company’soperatingperformancein a mannerthat allowsfor meaningfulperiod-to-periodcomparisonand analysisof trendsin its business. Managementbelievesthat such measures are importantin comparingcurrent results with prior period results and are useful to investorsand financialanalystsin assessingthe Company’soperatingperformance.The non-GAAP financialinformationpresentedherein should be consideredin conjunctionwith, and not as a substitutefor, the financialinformationpresentedin accordancewith GAAP. Managementstronglyencouragesinvestorsto review the Company’sconsolidatedfinancialstatementsand publiclyfiled reports in their entirety. The Company’sdefinitionof these non-GAAP financialmeasuresmay differ from similarlytitled measuresused by others. The non-GAAP financialmeasuresused in this presentationadjustfor specifieditems that can be highly variableor difficultto predict. Investorsare encouragedto review the reconciliationof these non-GAAP financialmeasuresto their most directlycomparableGAAPfinancialmeasuresset forth in the Appendixto this presentationand also includedin the Company’spress releasedatedNovember4, 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 voteor approvalin any jurisdiction,nor shall therebe any sale, issuanceor transferof securitiesin any jurisdictionin which such offer,solicitationor sale wouldbe unlawfulprior to registrationor qualificationunderthe securitieslaws of any such jurisdiction. It does not constitutea prospectusor prospectusequivalentdocument. No offeringor sale of securitiesshall be madeexcept by meansof a prospectusmeetingthe requirementsof Section10 of the SecuritiesAct, and otherwisein accordancewith applicablelaw. In connectionwith the proposedtransactionbetweenWaters, SpinCoand BD, the partieshave filed relevantmaterialswith the SEC, including,among other filings, a registrationstatementon Form S-4 filed by Waters (the "Form S-4") that includesa preliminaryproxy statement/prospectusof Waters, and a registrationstatementon Form 10 filed by SpinCo (the "Form 10") that incorporatesby referencecertain portionsof the Form S-4 and serves as an informationstatementin connectionwith the spin-off of SpinCo from BD. The Form S-4 was declaredeffectiveby the SEC on December23, 2025, and Waters filed a definitiveproxy statement/prospectuswith the SEC on December23, 2025. The definitiveproxy statement/prospectuswas mailed,on or about December23, 2025, to Waters shareholdersof recordas of December19, 2025. The Form 10 was declared effectiveon December31, 2025. INVESTORSAND SECURITY HOLDERS OF WATERS AND BD ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS,THE INFORMATIONSTATEMENT AND ANY OTHER DOCUMENTSTHAT ARE FILED OR THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTSOR SUPPLEMENTSTO THESE DOCUMENTS,CAREFULLYAND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATIONABOUT THE PROPOSEDTRANSACTIONAND RELATED MATTERS. Investorsand securityholderswill be able to obtainfree copiesof the Form S-4, the definitiveproxy statement/prospectusand otherdocumentsfiled with the SEC by Waters,SpinCoor BD throughthe websitemaintainedby the SEC at http://www.sec.gov. Copiesof the documents filed with the SEC by Waters will be availablefree of charge on Waters' websiteat 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 available free of chargeon BD's websiteat bd.comunder 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 proxiesfrom the Company’sstockholdersin connectionwith the proposedtransaction. Informationaboutthe directorsand executive officersof the Companyis set forth in its Annual Reporton Form 10-K for the year ended December31, 2024, which was filed with the SEC on February25, 2025, and its proxy statementfor its 2025 annualmeeting,which was filed with the SEC on April 9, 2025. To the extentholdingsof the Company’s securitiesby its directors or executiveofficers have changed since the amounts set forth in such filings, such changeshave been or will be reflectedon Initial Statementsof BeneficialOwnershipon Form 3 or Statementsof BeneficialOwnershipon Form 4 filed with the SEC. Information about the directors and executive officers of the Company and other information regarding the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive proxy statement/prospectusfiled with the SEC and 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, 2025, which was filed with the SEC on November25, 2025,and its proxy statementfor its 2026 annualmeeting,which was filed with the SEC on December18, 2025. To the extentholdingsof BD’s securitiesby its directorsor executiveofficershave changedsince the amountsset forth in such filings, such changes have been or will be reflected on Initial Statementsof Beneficial Ownership on Form 3 or Statementsof Beneficial Ownership on Form 4 filed with the SEC. You may obtain these documents (when they become available)free of charge through the website maintainedby the SEC at www.sec.gov and from Waters’websiteand BD’s websiteas describedabove.
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2©2026 Waters Corporation Key Messages Executing from a Position of Strength Significant Value Creation Opportunity Ahead Industry-Leading Financial Outlook
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3©2026 Waters Corporation Key Messages Executing from a Position of Strength Significant Value Creation Opportunity Ahead Industry-Leading Financial Outlook
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4©2026 Waters Corporation A Simple & Repeatable Business Model… Note: 1. Total R&D spending as a percentage of non-service total company revenue for the trailing twelve-month (TTM) period ended September 27, 2025. 2. According to SDi 2024 Analytical & Life Science Instrumentation Service Market (2021-2024 End User Perspectives), Waters has the highest service satisfaction score among all instrument vendors, while according to Technology Services Industry Association (TSIA), 2024 tNPS score over 20 points higher than benchmark average. 3. According to internal analysis, ~80% of the drugs filed with the FDA, EMA, and China National Medical Products Administration (NMPA) in 2023 were done so using our Empower software. Source: Waters data and estimates. 4. Installed base data are estimates based on internal analysis as of 12/31/24 and includes Wyatt. 3 2 1 170K+ installed base4 Growth from new applications & instrument replacement Dedicated service team >50% of I-Base has plan attached Ranked #1 by Customers2 4 DEEP UNDERSTANDING OF CUSTOMER UNMET NEEDS R&D = ~10% of product revenues1 #1 Chromatography Data System ~80% of novel drugs submitted to FDA, EMA, China NMPA using Empower3 Uniquely design & manufacture chemistry in-house Innovation leader in large-molecule separations Liquid Chromatography Mass Spectrometry Deep understanding of customer unmet needs Light Scattering Thermal Analysis HIGH QUALITY, WIDE MOAT BUSINESS IN VOLUME-DRIVEN, RECURRING, REGULATED SETTINGS
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5©2026 Waters Corporation Note: $12B Core TAM + $7B Higher Growth Adjacencies TAM = $19B TAM with MSD+ growth. MSD = Mid single-digit., HSD = High single-digit., DD = Double-digit. Market growth rates are Waters internal estimates based on long-term historical data for more mature markets as well as current and recent historical growth rate data for more nascent, high-growth markets. These estimates are based on consulting data, industry reports and market research. …Serving Attractive, Volume-Driven Markets 1 2 3 4 LEADER IN REGULATED, HIGH - VOLUME APPLICATIONS $12B TAM Core Markets +$7B TAM HSD - DD Markets Pharma QA/QC Late-Stage Drug Development Food & Environmental Safety Chemical Analysis Materials Testing BioSeparations Bioanalytical Characterization Multiplex Diagnostics (LC-MS into Dx) Battery Testing High Growth Adjacencies MSD - HSD Markets
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6©2026 Waters Corporation Successfully Executed Bold Transformation Plan Since 2020 Regained Commercial Momentum1 Entered Faster Growth Adjacencies3 Delivered Pioneering Innovation2the of science
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7©2026 Waters Corporation Note: KPI figures and growth rates shown in the table on the left-hand side of the slide reflect 2025E, which are preliminary estimates and forward-looking statements and are subject to change. YTD25 = the nine months ended September 27, 2025. YTD24 = the nine months ended September 28, 2024. 1. Service plan adoption as % of total active instrument installed base. 2. Reflects % of Chemistry consumables sold through eCommerce channels. 3. Reflects % of revenue derived from contract organizations in the pharmaceutical end-market. 4. Waters Alliance iS sales grew 270% in constant currency for the first 9 months of 2025 compared to the equivalent time-period in 2024. Constant currency revenue growth is a non-GAAP financial measure. 5. Waters Xevo TQ Absolute sales grew 40% in constant currency for the first 9 months of 2025 compared to the equivalent time-period in 2024. 6. Waters MaxPeak chemistry sales grew 35% in constant currency for the first 9 months of 2025 compared to the equivalent time-period in 2024. Delivering Strong Commercial Execution & Revitalized Innovation Pioneering Innovation Augmenting Strength +270% YTD Sales Growth Y/Y4 +40% YTD Sales Growth Y/Y5 +35% YTD Sales Growth Y/Y6 + 2 2024 NOW Instrument Replacement Service Plan Attachment 1 eCommerce Adoption 2 Expand into Contract Orgs 3 Launch Excellence Commercial Execution KPIs Continue to Run Ahead1 Steady stream of category-defining new product launches Embedded in our Operating Cadence 2019 >40% of Chemistry Rev. 45% of Chemistry Rev. 20% of Chemistry Rev. 25% of Pharma Rev. 27% of Pharma Rev. 15% of Pharma Rev. 50% of active I-Base 54% of active I-Base 43% of active I-Base
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8©2026 Waters Corporation Built New Vectors of Core Growth Accretion Note: Incremental dollars reflect estimated 2025E year-over-year revenue contribution while bps reflect the approximate corresponding contribution to total company organic revenue growth. These numbers are preliminary estimates and forward-looking statements and are subject to change. Successfully Entered High-Growth Adjacencies3 Idiosyncratic Growth Drivers Exceeding Targets+ Bioseparations Bioanalytical Characterization LC-MS into Dx Organic Bioanalytical Characterization Inorganic +95bps 2025E growth contribution +70bps 2025E growth contribution +95bps 2025E growth contribution +$30M in 2025E (inc. India) +$20M in 2025E +$30M in 2025E India (ex-GLP-1 Rev) GLP-1s PFAS Generics (ex-GLP-1) = = =
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9©2026 Waters Corporation Resulting in Industry-Leading Financials Note: Peer values use each company’s publicly available last four reported quarters, as disclosed in each company’s non-GAAP disclosures. 1. Based on trailing twelve-month (TTM) as reported, GAAP data for the period ended September 27, 2025. 2. Operating margin results are in adjusted, non-GAAP operating margin percentage terms based on TTM non-GAAP data for the period ended September 27, 2025. 3. FCF = Free Cash Flow. TTM FCF and revenue are calculated as the sum of 4Q24 and 3Q25 year-to-date results and shown as a % of as- reported GAAP revenue over the same time period. 4. Organic constant-currency (CC) revenue growth reflects year-over-year organic/core performance. Waters TTM as reported revenue for the period ended September 27, 2025 was $3.1B and FX negatively impacted revenue by 1%. 5. Adjusted operating margin reflects non-GAAP operating income as a percentage of revenue. 6. Adjusted EPS growth reflects year-over-year growth in non-GAAP diluted EPS. See reconciliations of the non-GAAP measures to the most directly comparable GAAP measures included in the Appendix of this presentation and available on the Company’s website at: https://ir.waters.com/. Source: Waters Corporation data, publicly available data. $3.1B Total Revenue (TTM)1 59.0% Gross Margin (TTM)1 24% FCF as % of Sales (TTM)3 30.4% Adj. Operating Margin (TTM)2 NYSE:WAT Best-in-Class Financial Profile & Y/Y Performance Across LST Industry Adj. Operating Margin (TTM) 5 Adj. EPS Growth (TTM) 6 WAT Organic CC Growth (TTM) 4 5% 1% 4% -15% -1% 6% 12%WAT 22.8% 27.2% 28.6% 13.3% 15.4% 25.7% 30.4% Peer 5 Peer 6 WAT Peer 4 Peer 3 Peer 2 Peer 1 3% 3% 1% -1% -2% 5% 8% Peer 5 Peer 6 Peer 4 Peer 3 Peer 2 Peer 1 Peer 5 Peer 6 Peer 4 Peer 3 Peer 2 Peer 1
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10©2026 Waters Corporation Expect More of the Same in 2026 Note: 1. The 200bps+ reflects an aggregate sum of annual average core growth contribution across the five listed idiosyncratic growth drivers between 2026 and 2030, based on management estimates. This number is a preliminary estimate and a forward-looking statement and is subject to change. 200bps+ Annual Core Growth Contribution1 2026-2030 5 Idiosyncratic Growth Drivers PLUS Biologics New organic bioseparations launches; bioanalytical characterization for LC-MS and MALS in PD and QA/QC (inc. FDA Biosimilars Opportunity) + Informatics Incremental growth from phased transition from current Empower perpetual license model to new subscription-based model + GLP-1s Triple-specced position across orals and injectables expected to drive lasting growth tailwind1 PFAS Opportunity expanding into food & materials, while water testing growth continues 2 Generics (India ex-GLP-1s) Strong volume growth dynamics in India generics for export, driven by patent cliff, aging global population 3
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11©2026 Waters Corporation Key Messages Executing from a Position of Strength Significant Value Creation Opportunity Ahead Industry-Leading Financial Outlook
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12©2026 Waters Corporation Biosciences & Diagnostic Solutions BD Biosciences & Dx Solutions Diagnostic SolutionsWell-established portfolio with large installed base & deep sales channel serving attractive $22B TAM 3 Instruments 17% Reagents 70% Service 13% PRODUCT TYPE 1 $3.3B Total GAAP Revenue (FY-25)1 5% CAGR FY19-242 (inc. 1% HW from drug discovery slowdown) 80% of revenue from iconic brands in their categories Clinical Flow Cytometry Single-Cell Multiomics Research Flow Cytometry 48% 50% 2% in both pharma + A&G Microbiology 67% Molecular Diagnostics 26% Point of Care 7% Balanced Exposure Across Geographies>80% Recurring Revenue4 North America 43% EMEA 30% APAC 11% Greater China 11% LATAM 5% GEOGRAPHY 1 $1.5B FY-25 GAAP Revenue1 BIOSCIENCES $1.8B FY-25 GAAP Revenue1 DIAGNOSTIC SOLUTIONS Note: 1. Represents Becton, Dickinson and Company (BD) GAAP segment revenues for the FY 2025 (fiscal year ended September 30, 2025). Biosciences and Diagnostic Solutions revenues reflect BD segment reporting per BD's 10-K filed with the SEC on November 25, 2025 with rounding adjustments. 2. CAGR is shown on an FX neutral basis. 3. TAM = Total Addressable Market. Total Addressable Markets listed on this slide are based on internal BD estimates. 4. Recurring revenue is the combination of service and reagents revenue. Breakdown of Biosciences and Diagnostic Solutions revenue according to market segment excludes service/other revenue which accounts for 19% of BDB revenue & 7% of DS revenue. Market-segment revenue allocations are based on internal BD estimates
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13©2026 Waters Corporation Biosciences & Diagnostic SolutionsSignificant Value Creation Opportunity Ahead Biosciences & Diagnostic Solutions + Accelerates our High Growth Adjacencies w/ Commercial Scale Execution Uplift Opportunity Leveraging our Focus & Discipline 1 2
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14©2026 Waters Corporation Biosciences & Diagnostic SolutionsWhy Flow Cytometry? BioSeparations Brings in much-needed antibody & reagent knowledge Innovation leader in Separations Leader in Antibodies & Reagents CHEMISTRY BIOLOGY + BioAnalytical Characterization Bring flow into process development and pharma QA/QC FDA EMA NMPA Light Scattering Overall size, shape & form + Flow Cytometry Receptor interaction & biological response LC-MS Physical Composition
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15©2026 Waters Corporation Biosciences & Diagnostic SolutionsWhy Molecular Dx? Note: 1. $265M reflects trailing twelve-month (TTM) LC-MS clinical revenue for the period ended September 27, 2025; LC-MS = Liquid Chromatography–Mass Spectrometry Waters has $265M LC-MS Clinical Business1 Today Serving multiplex diagnostics in specialty lab settings BD adds channel, service, automation & regulatory capabilities needed to scale business into new multiplex testing workflows Global Reach into Specialty Labs Elevate 24/7 Service Accelerate Assay Menu Expansion Automation w/ Core Lab Analyzer Path w/ BD
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16©2026 Waters Corporation Biosciences & Diagnostic SolutionsWhy Microbiology? Note: 1. TAM = Total Addressable Market; market size and growth rates are based on internal estimates. 2. Revenue opportunities and upside potential reflect directional, long-term estimates and are not forecasts or guidance. 3. Gross margin gap and contributing factors are illustrative estimates relative to a close peer and may vary with mix, scale, and execution. Additional Source of Value Creation in an Attractive, Volume-Driven Business Mass Spec for Microbial Identification (MALDI-TOF) Rapid Sterility Testing in Pharma QA/QC Margin Improvement Opportunity in Diagnostics Solutions Segment $500M TAM growing HSD1 $100M+ for Waters Mass Spec 2 $300M TAM growing HSD1 Unlocks $50M+ in untapped segment 2 $150M+ Upside Potential 2 to Stated Revenue Synergies Upside Potential to Stated Cost Synergies 2 + 700bps+ Gross Margin Gap (vs. close peer)3 OPPORTUNITY 200bps closed system 200bps price optimization 300bps cost efficiency & vol leverage + OPPORTUNITYOPPORTUNITY
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17©2026 Waters Corporation Biosciences & Diagnostic SolutionsSignificant Value Creation Opportunity Ahead Biosciences & Diagnostic Solutions + Accelerates our High Growth Adjacencies w/ Commercial Scale Execution Uplift Opportunity Leveraging our Focus & Discipline 1 2
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18©2026 Waters Corporation Biosciences & Diagnostic Solutions Cost Synergies Note: EMD Millipore + Sigma Aldrich calculation based on cost synergies of €260M (~$360M) achieved in 2018 and pro forma 2013 cost base of ~$4.6B (FX rate: EUR/USD = 1.38). Sources: Merck Q3 2014 Roadshow Presentation; Merck Strategic Roadmap News Release (October 2016); Versum Materials – Merck KGaA Proxy Statement (February 2019). Area By Year 3 Sub-Area Driver Key 2026 Vectors Additional Opportunity Mfg. & Supply Chain $80M Network Optimization $40M Site Rationalization Management Consolidation Direct Procurement $30M 2.5% of Direct Spend 5% of Direct Spend (= benchmark) Freight & Logistics $10M Freight Lane Optimization Consolidate Distribution Centers Commercial & Service $75M Sales & Marketing $35M Central Functions Spans & Layers Service & Technology $40M Digital Infrastructure & Central Service Oversight R&D and G&A $45M Indirect Procurement $20M <2% of In-Direct Spend 5% of Indirect Spend (= benchmark) Global Capability Center $25M Insource Providers Leverage Cost-efficient Hubs Total $200M = ~5% of cost base vs. ~8% EMD Millipore + Sigma Aldrich
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19©2026 Waters Corporation Biosciences & Diagnostic Solutions Revenue Synergies Area By Year 5 Sub-Area Driver Key 2026 Vectors Additional Opportunity Commercial Excellence $115M Instrument Replacement $20M Systematize Instrument Replacement Replacement Normalization & Acceleration (New Launches) eCommerce $75M Expand by 20% Bring to Industry Levels for Reagents Businesses Service Attachment $20M Bring from 40% to 50% Bring to Waters 55% 2030 Goal High-Growth Adjacencies $115M BioAnalytical Characterization $40M Flow and PCR in Process Development Labs only Flow and PCR in Larger QA/QC Opportunity BioSeparations $35M Unlock Stranded Projects New Projects LCMS into Dx $40M Access to Specialty Dx Labs 24Hr Premium Service Plans Acceleration in Regulatory, Assay Development, Automation Cross Selling $60M Cross-Selling $60M MS-TQs in Pharma DMPK LC/LC-MS in Upstream MS in Microbiology Sterility Testing in Pharma QA/QC Total $290M ($145M in Adj. EBITDA)
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20©2026 Waters Corporation Biosciences & Diagnostic SolutionsImmediate Acceleration from Commercial Initiatives Note: I-Base = Installed Base 1. Installed base figures listed on this slide are only a subset of the total BD Biosciences & Diagnostic Solutions business, relating only to Flow Cytometry and BACTEC units and do not include other microbiology units such as Phoenix, molecular diagnostic products, or single-cell multiomics. 2. Synergy targets reflect management estimates of potential revenue opportunities by year five and are forward looking statements. Instrument Replacement Service Plan Attachment Current State Synergy Target2 Needed to Hit Synergy $ Additional Facts 22K+ +100 Incremental replacements each yr 40% eCommerce Adoption 20% Every 1% of attachment yields $4M incremental revenue Instrument systems past due for replacement of I-Base of consumables +1% Attachment increase each yr 10,000 / 25,000 Flow 12,000 / 20,000 BACTEC I-Base has aged1 $20M by yr 5 $20M by yr 5 $75M by yr 5 +4% Adoption increase each yr Every $5-10M of adoption yields $1M incremental spend + research reagent share re-capture benefit
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21©2026 Waters Corporation Key Messages Executing from a Position of Strength Significant Value Creation Opportunity Ahead Industry-Leading Financial Outlook
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22©2026 Waters Corporation Leading Brands Across High Vol, Regulated Applications Biosciences & Diagnostic Solutions Kiestra BACTEC BD FACSLyric Clinical BD FACSDiscover BD MAX Phoenix Discovery DSC BD COR BD System Service Offerings MSD MSD LDD MSD+ MSD+ HSD Transaction Doubles Waters TAM to $40B 1 in Attractive, Growth-Accretive Markets Note: 1. TAM = Total Addressable Market and is based on internal management estimates. Growth rates are estimates based on internal analysis of historical, long-term market trend data. Source: Internal data and estimates, consulting data, industry reports, and market research. MSD = Mid single-digit., HSD = High single-digit, LDD = Low Double-digit, DD = Double-digit Discovery TGA DD
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23©2026 Waters Corporation Industry-Leading Financial Outlook Biosciences & Diagnostic Solutions 360bpsPeer Avg2 Adj. EBIT Margin Expansion4 (CY 2025E-30E) 10%Peer Avg2 Adj. EPS Growth5 (Annualized CY 2025E-30E) 4%Peer Avg2 Revenue Growth CAGR3 (CY 2025E-30E) Kiestra BACTEC FACSLyric Clinical FACSDiscover BD MAX >80% >80% of Revenue from Iconic Brands >70% of Revenue Annually Recurring Committed R&D spend >70% Biosciences & Diagnostic Solutions Note: Instruments and recurring revenue breakdowns correspond to both companies’ 2024 results. 1. WAT estimates reflect management estimates for the combined company from rounded percentages and are forward looking statements that are subject to change. 2. Peer metrics are based on Bloomberg consensus analysis as of 01/06/2026. 3. Revenue growth reflects the CAGR of constant currency growth from CY 2025E–2030E. 4. Adjusted EBIT margin expansion reflects the absolute percentage change between CY 2025E and CY 2030E adjusted EBIT in basis points. 5. Adjusted EPS growth reflects the annual growth CAGR between CY 2025E and CY 2030E. Source: Company estimates (WAT) and Bloomberg consensus (Peers). ~ ~ ~
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24©2026 Waters Corporation Key Messages Executing from a Position of Strength Significant Value Creation Opportunity Ahead Industry-Leading Financial Outlook
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Appendix GAAP to Non-GAAP Reconciliations
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26©2026 Waters Corporation GAAP to Adjusted Non-GAAP Reconciliations (in thousands USD) Operating Income Operating Income Percentage Trailing Twelve-Months GAAP 824,335 26.5% Adjustments: Purchased intangibles amortization (a) 47,467 1.5% Restructuring costs and certain other items (b) 7,226 0.2% ERP implementation and transformation costs (c) 15,157 0.5% Acquisition related costs (d) 44,828 1.4% Retention bonus obligation (e) 6,365 0.2% Adjusted Non-GAAP 945,378 30.4% Q3 2025 YTD GAAP 532,072 23.8% Adjustments: Purchased intangibles amortization (a) 35,714 1.6% Restructuring costs and certain other items (b) 5,746 0.3% ERP implementation and transformation costs (c) 13,811 0.6% Acquisition related costs (d) 44,828 2.0% Retention bonus obligation (e) 3,818 0.2% Adjusted Non-GAAP 635,989 28.5% Q4 2024 GAAP 292,263 33.5% Adjustments: Purchased intangibles amortization (a) 11,753 1.3% Restructuring costs and certain other items (b) 1,480 0.2% ERP implementation and transformation costs (c) 1,346 0.2% Retention bonus obligation (e) 2,547 0.3% Adjusted Non-GAAP 309,389 35.5% Operating Income Reconciliation of GAAP to Adjusted Non-GAAP Trailing Twelve-Months (TTM) Ended September 27, 2025 (in millions USD) Q4 2024 Q3 2025 YTD TTM Net cash provided by ops - GAAP 240.1 488.0 728.1 Adjustments: Additions to property plant, equipment, and software capitalization (52.1) (73.8) (125.9) Tax reform payments − 120.0 120.0 Other one-time items − (2.3) (2.3) Payment of Wyatt retention bonus obligation (f) − 20.1 20.1 Free Cash Flow - Non-GAAP 188.0 552.1 740.1 As a percentage of sales 22% 25% 24% Reconciliation of Actual GAAP Cashflow to Non-GAAP Free Cash Flow Trailing Twelve-Months (TTM) Ended September 27, 2025 (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) 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. (f) During the nine months ended September 27, 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.
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27©2026 Waters Corporation GAAP to Adjusted Non-GAAP Reconciliations (in thousands USD) Trailing Twelve-Months TTM Q3 2025 TTM Q3 2024 GAAP 10.88 10.48 Adjustments: Purchased intangibles amortization (a) 0.61 0.60 Restructuring costs and certain other items (b) 0.09 0.15 ERP implementation and transformation costs (c) 0.20 - Acquisition related costs (d) 0.67 0.01 Retention bonus obligation (e) 0.08 0.30 Financing Costs (f) 0.18 - Litigation provision and settlement (g) - 0.15 Certain income tax items (h) - (0.30) Adjusted Non-GAAP 12.70 11.38 Year-Over-Year TTM Growth Rate 12% Q3 2025 YTD YTD Q3 2025 YTD Q3 2024 GAAP 7.00 6.83 Adjustments: Purchased intangibles amortization (a) 0.46 0.45 Restructuring costs and certain other items (b) 0.07 0.14 ERP implementation and transformation costs (c) 0.18 - Acquisition related costs (d) 0.67 - Retention bonus obligation (e) 0.05 0.20 Financing Costs (f) 0.18 - Litigation provision and settlement (g) - 0.15 Adjusted Non-GAAP 8.60 7.76 Q4 2024 QTD Q4 2024 QTD Q4 2023 GAAP 3.88 3.65 Adjustments: Purchased intangibles amortization (a) 0.15 0.16 Restructuring costs and certain other items (b) 0.02 0.02 ERP implementation and transformation costs (c) 0.02 - Acquisition related costs (d) - 0.01 Retention bonus obligation (e) 0.03 0.10 Certain income tax items (h) - (0.30) Adjusted Non-GAAP 4.10 3.62 Earnings Per Share Reconciliation of GAAP to Adjusted Non-GAAP Trailing Twelve-Months (TTM) Ended September 27, 2025 and September 28, 2024 (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) 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. (f) 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. (g) Litigation provisions and settlement gains were excluded as these items are isolated, unpredictable and not expected to recur regularly. (h) Certain income tax items were excluded as these non-cash expenses and benefits represent updates in management’s assessment of ongoing examinations, tax audit settlements, or other tax items that are not indicative of the Company’s normal or future income tax expense.