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Underwater Concrete Foam Market to Reach USD 2.18 Billion by 2033, Expanding at 9.5% CAGR Amid Rising Marine Infrastructure Demand, Reports Verified Market Research®

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The global Underwater Concrete Foam Market is gaining momentum as marine construction, hydraulic structures, bridge piers and foundations, and ports and harbors projects increasingly turn to engineered foam-based concrete systems for reliable underwater placement. Rising infrastructure renewal requirements, tightening durability and environmental compliance standards, and continued advances in foam formulation technology are reinforcing long-term Underwater Concrete Foam Market growth through 2033. Asia Pacific currently commands the largest regional share, anchored by large-scale marine construction activity in China and India, while Sika AG holds a leading competitive position on the strength of system-level engineering support and documentation maturity. The newly published Underwater Concrete Foam Market report from Verified Market Research® delivers a detailed assessment of market size, segmentation, regional dynamics, competitive positioning, and strategic outlook across the 2025 – 2033 forecast period.

LEWES, Del., June 18, 2026 /PRNewswire/ — The Underwater Concrete Foam Market Size was valued at USD 1.20 billion in 2025 and is projected to reach USD 2.18 billion by 2033, growing at a compound annual growth rate (CAGR) of 9.5% across the 2025 2033 forecast period, according to a newly released report from Verified Market Research®. The comprehensive Underwater Concrete Foam Market report spans more than 240 pages and covers five regions, eight market segments, and profiles of more than sixteen key industry participants, providing infrastructure owners, marine contractors, material formulators, and investors with a structured view of how the Underwater Concrete Foam Industry is evolving from 2025 through 2033.

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Market Overview

The Underwater Concrete Foam Market is defined around the materials and engineered concrete systems designed to be placed, stabilized, and performance-validated under submerged or continuously saturated conditions. Within the scope of the Underwater Concrete Foam Market, a cellular structure is introduced into the concrete mix through foam technology, allowing the resulting material to maintain flow characteristics during underwater placement while meeting durability and mechanical performance expectations after curing in marine and hydraulic environments. This positions underwater concrete foam as a purpose-built construction material rather than a generic cementitious product or a standalone foaming agent.

Two requirements distinguish the Underwater Concrete Foam Market from adjacent construction material categories. First, the foam concrete must be engineered specifically for submerged placement, where buoyancy effects, segregation risk, and prolonged water exposure can materially alter performance outcomes. Second, end-use environments impose durability constraints tied to saltwater exposure, hydrostatic pressure, and abrasion or impact regimes that shape mix design and installation specifications. Because of these combined requirements, generic foam concrete intended for dry or intermittently wet conditions, underwater grouting and placement methods built around alternative techniques, and buoyancy or marine containment materials such as floating insulation are treated as separate categories outside the scope of the Underwater Concrete Foam Market.

Segmentation within the Underwater Concrete Foam Market is structured along three dimensions that mirror how buyers specify and compare solutions on real projects: Type, which reflects the foam base chemistry behind synthetic-based and organic-based foam concrete formulations; Application, which reflects end-use performance requirements across marine construction, hydraulic structures, bridge piers and foundations, and ports and harbors; and Distribution Channel, which reflects how technical specifications and documentation requirements drive offline versus online sourcing. Geographically, the Underwater Concrete Foam Market is scoped according to regional infrastructure activity, permitting and construction standards, and the availability of formulation and supply capabilities for underwater works.

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Key Growth Drivers

Several converging forces are propelling Underwater Concrete Foam Market growth between 2025 and 2033, spanning project economics, regulatory expectations, and material science advances.

Underwater project cost and time pressures favor controllable placement: Marine contractors increasingly face schedule risk and higher life-cycle costs in submerged works where remediation is difficult and expensive. Underwater concrete foam systems enable mixes engineered for flowability and stability, reducing the need for repeated placement attempts. As project owners emphasize faster commissioning and fewer downstream corrections, specifying underwater concrete foam converts construction efficiency improvements directly into higher tender frequency and larger volumes per project.Stricter environmental and durability expectations intensify material selection: Subsea structures face long exposure durations in which durability and environmental footprint become primary selection parameters. As stakeholders incorporate tighter performance thresholds into bid evaluations, underwater concrete foam is more frequently shortlisted because it can be tailored to meet application-specific mechanical and placement requirements, supporting adoption in higher-value infrastructure programs.Formulation advances expand usable design windows across project types: Technical improvements in foam concrete formulation broaden the range of mix behaviors that engineers can target for different substrate conditions, depths, and curing environments. As suppliers refine synthetic-based and organic-based foam concrete options, designers can select compositions aligned with performance targets for hydraulic structures, bridge foundations, and harbor works, reducing engineering uncertainty and shortening design-to-spec cycles.

These core drivers are reinforced by ecosystem-level changes across the Underwater Concrete Foam Market. Supply chains are becoming more responsive through improved blending and packaging practices that help contractors maintain consistent on-site performance, while parallel standardization efforts in specification and testing approaches are reducing variability in acceptance decisions for underwater pours. Greater capacity focus among suppliers is also supporting scale-up for repeat infrastructure programs, lowering procurement friction and accelerating the transition from pilot placements to routine use across the global Underwater Concrete Foam Market.

Emerging Opportunities

Verified Market Research® identifies several opportunity areas within the Underwater Concrete Foam Market where targeted action can accelerate adoption ahead of the broader market trajectory.

Standardizing underwater placement specifications in Marine Construction: Underwater Concrete Foam Market value growth is constrained when each project sets bespoke acceptance criteria for flow, expansion behavior, and durability. Aligning design and quality-assurance requirements with repeatable underwater placement protocols can reduce engineering rework and downtime as more projects move from bespoke engineering toward repeatable construction packages.Shifting Hydraulic Structures toward proactive stabilization: Remediation cycles in hydraulic structures often occur only after performance loss, creating reactive spending rather than optimized lifecycle protection. Positioning foam concrete as part of planned interventions for scour mitigation, seepage control, and structural stabilization is emerging as operational availability targets tighten and field-performance scrutiny increases.Expanding online channel enablement for Ports and Harbors: Procurement in the Underwater Concrete Foam Market is frequently slowed by limited availability of structured technical documentation for selection, permitting, and tendering. Expanding online channels with standardized data packages, compatibility guidance, and faster quote turnaround can reduce evaluation friction as digital tender platforms and remote bid review processes become more routine for recurring port works.

At the ecosystem level, supply chain optimization that reduces variability in foam formulation, batching, and delivery readiness can accelerate expansion across the Underwater Concrete Foam Market. Standardization and regulatory alignment around documented performance criteria can widen eligibility for foam-concrete solutions across more jurisdictions and tender categories, while closer collaboration between material suppliers, marine contractors, and inspection partners can create repeatable project delivery frameworks that new entrants can adopt faster than established incumbents.

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Market Challenges and Restraints

Despite favorable long-term demand, the Underwater Concrete Foam Market faces several structural restraints that can slow near-term order conversion.

Regulatory approval delays for underwater application credentials: Underwater concrete foam is often evaluated alongside broader marine construction materials and performance criteria, requiring documented qualification for submerged placement and durability. When approval cycles extend, procurement decisions shift toward incumbent systems with established acceptance records, pushing adoption beyond project planning windows and limiting how consistently the market can scale across public and port authority tenders.High installed-cost and system-integration expenses: Even when material economics are feasible, underwater concrete foam projects depend on compatible deployment methods, quality assurance, and containment practices to maintain performance under hydraulic forces. These system-integration expenses raise total installed cost relative to simpler approaches, prompting buyers to prioritize lowest-uncertainty options and limiting experimentation on high-visibility assets such as piers and harbor structures.Supply consistency challenges for specialized foam inputs: Underwater concrete foam relies on specialized feedstocks and controlled formulation to achieve stable expansion, buoyancy, and durability characteristics. When supply availability or manufacturing variability disrupts batch-to-batch uniformity, contractors face rework, additional testing, or schedule slippage, discouraging repeat use particularly on fast-cycle projects.

These restraints are compounded by ecosystem-level conditions in which standardization remains incomplete, qualification pathways vary by jurisdiction, and specialized production capacity is not uniformly distributed. Supply chain bottlenecks and testing resource constraints can extend lead times for procurement and verification, while fragmented documentation requirements raise administrative overhead for each contract, delaying specification decisions and limiting the Underwater Concrete Foam Market’s ability to expand smoothly from pilot installations to repeatable, high-volume deployment.

Technology and Innovation Trends

Technology shapes the Underwater Concrete Foam Market by influencing what contractors can reliably place in submerged environments, how efficiently materials can be produced and handled, and how confidently projects can be scheduled. The market’s foundational technology centers on foam-generation and stabilization, which requires tight control of gas incorporation and surfactant or binder interactions so the foam remains workable without collapsing prematurely or segregating, complemented by underwater-compatible concrete formulations that manage how cementitious systems interact with water ingress during flow and setting.

Stability control for consistent underwater workability: Innovation is improving how underwater concrete foam maintains structural integrity across the mixing-to-placement window, addressing variability caused by water chemistry, agitation intensity, transport duration, and ambient conditions. More robust stabilization mechanisms and tighter process controls help keep workability predictable, reducing rework risk and supporting clearer acceptance criteria for larger marine construction scopes.Placement workflow engineering for reduced segregation risk: A second innovation area targets the interface between material behavior and on-site execution, since underwater pumping and placement can introduce shear, air loss, or stratification. Workflow engineering advances help align foam concrete rheology with practical pumping and discharge conditions, improving consolidation and uniformity for hydraulic structures, bridge piers and foundations, and ports and harbors.Formulation pathways that broaden type-specific suitability: Progress is emerging in how synthetic-based and organic-based foam systems are tailored to project constraints rather than treated as interchangeable materials, expanding the feasible application envelope and supporting more confident specification decisions across projects that differ in scale, access constraints, and documentation expectations.

Industry Use Cases and End Users

Demand within the Underwater Concrete Foam Market is expressed through a defined set of application categories, each shaped by distinct functional and engineering priorities.

Across the value chain, distinct participant roles define how Underwater Concrete Foam Market demand is fulfilled. Suppliers provide formulation inputs and components that influence foam stability, compatibility, and handling requirements. Manufacturers and processors convert these inputs into foam concrete systems and support repeatable production, batch control, and application-ready specifications. Integrators and solution providers translate material performance into project execution plans, aligning mixing, placement methodology, and acceptance documentation with application needs. Distributors and channel partners manage procurement pathways and logistics timing, while end-users marine infrastructure owners and contractors specify performance outcomes and select suppliers based on reliability, technical support, and supply responsiveness.

Marine Construction

Marine Construction stands as the dominant application segment in the Underwater Concrete Foam Market due to schedule-driven underwater placement efficiency requirements. Projects in this category usually emphasize rapid, reliable underwater placement to support construction sequencing and minimize exposure time for in-water assets. A representative high-impact use case is underwater backfill and stabilization for marine substructures, where contractors require material that maintains workability while supporting subsequent construction steps such as deck or superstructure interfaces, particularly when project constraints limit access for conventional dewatering approaches.

Hydraulic Structures

Hydraulic Structures demand performance under sustained hydraulic pressures and long service conditions, where consistency of foam concrete properties is critical for maintaining integrity around structural components. A key use case involves in-water flow-path support around hydraulic infrastructure, where underwater concrete foam creates engineered support zones or protective fill that must perform predictably under ongoing hydraulic forces while remaining compatible with inspection access and interface detailing.

Bridge Piers and Foundations

Bridge Piers and Foundations represent an engineering-driven use case focused on dimensional control and load-bearing interface conditions. Foundation trench or footing support for bridge pier installations illustrates this application, where tight tolerance requirements for alignment and bearing interfaces drive demand for underwater concrete foam when project sequencing limits the time available for conventional ground treatment or when access and safety constraints require underwater solutions.

Ports and Harbors

Ports and Harbors concentrate requirements around dense infrastructure footprints and active operational zones, increasing the need for predictable placement, reduced disruption, and dependable curing outcomes. Because port assets carry high consequences for construction delays, operational cost and resilience requirements tend to intensify, driving a shift from occasional usage to repeat adoption across harbor expansion and maintenance programs.

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Regional Outlook

The Underwater Concrete Foam Market report from Verified Market Research® covers five regions, each exhibiting distinct demand profiles as the technology moves from pilot-grade marine reinforcement toward broader acceptance in hard-to-reach waterlogged construction.

North America

In North America, the Underwater Concrete Foam Market follows a maturity-and-performance logic rather than a purely cost-driven adoption curve. Demand concentrates around marine construction, hydraulic structures, bridge piers and foundations, and ports and harbors, where contractors prioritize predictable underwater placement, controlled buoyancy, and compatibility with reinforcement and curing requirements. The region’s compliance culture favors suppliers with stable formulation control for both synthetic-based and organic-based foam concrete, supported by an established industrial base for civil engineering materials.

End-user concentration in marine and hydraulic programs encourages standardization of underwater placement methods across repeat contractors.Documentation-heavy compliance expectations extend pre-award timelines but reduce variability during execution.Innovation adoption through engineering and contractor collaboration reduces performance gaps across foam concrete types.Capital availability tied to infrastructure scheduling improves supply planning predictability.Supply chain readiness for waterborne construction inputs supports repeatable production quality.

Europe

Europe shapes the Underwater Concrete Foam Market through regulation-led procurement, stringent documentation, and lifecycle sustainability expectations that raise specification discipline. Harmonized technical requirements across member states reduce variability in how underwater containment and durability criteria are interpreted for marine construction and hydraulic works, while the region’s mature industrial base favors supplier qualification, repeatable mixes, and verified performance in demanding environments such as ports, harbors, and bridge substructures.

EU-wide harmonization narrows acceptable performance bands and increases reliance on prior qualification records.Sustainability compliance requirements influence foam type selection and reinforce conservative material approvals.Certification and safety expectations increase pre-project lead times, shifting activity toward earlier validation.Cross-border procurement favors repeatable quality systems across multiple jurisdictions.Regulated innovation environments support incremental, well-documented adoption cycles.

Asia Pacific

Asia Pacific leads the global Underwater Concrete Foam Market with approximately 35% market share, driven by large-scale marine projects in China and India. The region is expanding the market through sustained industrial buildout and repeated port, bridge, and hydraulic upgrade cycles, with demand formation differing between economies: Japan and Australia emphasize reliability-led marine works and maintenance programs, while India and parts of Southeast Asia are driven by rapid urban expansion and new industrial corridors.

Industrialization and a deepening manufacturing base integrate foam concrete into recurring project workflows.Population scale and infrastructure throughput expand demand for ports, harbors, bridges, and coastal logistics.Cost competitiveness and local labor dynamics support large-volume substructure applications such as bridge piers and foundations.Urban expansion and coastal development intensity accelerate adoption in hydraulic structures and port modernization.Government-led industrial initiatives concentrate demand around waterfront and inland-water infrastructure corridors.

Latin America

Latin America represents an emerging and gradually expanding segment of the Underwater Concrete Foam Market, with demand most visible in Brazil, Mexico, and Argentina. Procurement and project starts tend to track broader economic cycles, where currency volatility and uneven fiscal capacity can delay marine and coastal rehabilitation programs, even as an expanding industrial base and periodic transport and port modernization initiatives support selective uptake across marine construction and hydraulic works.

Macroeconomic volatility and currency-driven procurement swings affect tender timelines.Uneven industrial development across major economies shapes the pace of adoption.Import reliance and external supply chain exposure influence tender feasibility for coastal projects.Infrastructure and logistics limitations affect execution timelines and effective project costs.Gradual penetration is supported by targeted foreign investment in ports and coastal resilience programs.

Middle East and Africa

The Underwater Concrete Foam Market in the Middle East and Africa is characterized by selective development rather than uniform expansion. Gulf economies drive a concentrated share of demand through port modernization, coastal protection works, and marine construction aligned with energy transition and infrastructure modernization agendas, while South Africa and a limited set of industrial corridors contribute steadier project demand outside the Gulf.

Policy-led capital cycles in Gulf economies create demand visibility but lumpy project pipelines.Infrastructure gaps and uneven contractor readiness limit penetration across parts of Africa.Import dependence for specialized materials and components increases lead times and price sensitivity.Institutional variation in tendering, approvals, and standards slows early-market specification acceptance.Demand concentrates in urban and port-linked institutional centers with established engineering procurement processes.

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Competitive Landscape

The Underwater Concrete Foam Market is moderately consolidated at the materials-and-chemicals layer while remaining fragmented at the project delivery and installation-adjacent layer. Competition centers on performance validation under hydrostatic pressure, mix stability, and repeatable underwater placement behavior, alongside compliance expectations linked to construction materials safety and environmental constraints.

Sika AG: Sika leads the Underwater Concrete Foam Market due to its system-level engineering support and documentation maturity for qualifying performance. Operating primarily as a technology-and-systems supplier, Sika focuses on product ecosystems that improve underwater placement reliability and long-term durability performance, with formulation compatibility anchored in how foam-based systems interface with admixture packages, sealing or protection workflows, and durability requirements common to marine environments. Sika’s competitive influence is strongest where specifications demand technical defensibility, shifting competition from commodity procurement toward engineering-led selection, particularly for hydraulic structures and bridge pier and foundation applications.Cemex S.A.B. de C.V.: Cemex positions itself as an integrator that translates underwater concrete foam capabilities into buildable solutions for marine infrastructure contractors. Its relevance lies in aligning foam concrete performance with concrete production systems, batch control, and on-spec delivery for marine construction schedules, with differentiation rooted in operational scale in cementitious materials handling and practical experience coordinating mix design revisions under jobsite constraints.HeidelbergCement / Heidelberg Materials: HeidelbergCement and Heidelberg Materials bring scale and supply assurance to the foam concrete segment by anchoring underwater applications in established cementitious supply chains and controlled production practices. The companies’ manufacturing discipline and regional production footprint help reduce procurement friction for large marine programs where timelines and batch consistency are critical.Fosroc International Ltd.: Fosroc competes as a specialist in construction chemicals and application performance, enabling underwater foam concrete systems to achieve placement stability and durability outcomes demanded by maritime projects. Its differentiation typically emerges from pragmatic compatibility testing across cementitious mixes and foam behavior, along with guidance addressing on-site variables such as pumping methods, hold times, and sequencing with subsequent works.BASF SE: BASF contributes as a chemical technology supplier, with competitive impact rooted in admixture performance and formulation interactions that affect foam stability and the properties of the surrounding cement matrix. Its capability in materials science supports tuning multi-component mixes that remain stable under varying water chemistry and temperature conditions.

Beyond these profiled companies, the broader Underwater Concrete Foam Market competitive set includes Conmix Ltd., Mapei S.p.A., Clariant AG, DuPont de Nemours, Inc., Evonik Industries AG, Rockbond SCP Ltd, M-CON Products, Inc., Underground Supply, Inc., Wieser Concrete Products, Inc., and Nautilus Dive Company GmbH. These participants generally fall into three influence patterns: regional materials and application supporters that compete through local responsiveness and supply access; niche specialists that contribute either foam-related formulation capability or site-adjacent offering breadth; and emerging participants focused on particular project types or distribution efficiency. Looking toward 2033, the Underwater Concrete Foam Market is likely to evolve toward tighter qualification and greater system compatibility emphasis, with gradual movement toward specialization rather than broad consolidation.

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Market Segmentation

The Underwater Concrete Foam Market is segmented as follows:

This segmentation structure allows stakeholders to align investment, product development, and market entry strategies with the specific selection logic of each segment rather than the market average. Synthetic-Based Foam Concrete is expected to account for a dominant type share given the premium placed on consistent foam characteristics and predictable strength-to-weight behavior in constrained, depth-sensitive placement conditions, while Marine Construction leads application-based demand due to schedule-driven underwater placement efficiency requirements. Offline Channels continue to capture the majority of tender volume given the centrality of engineering qualification and on-site technical coordination in underwater works.

By Type

Synthetic-Based Foam ConcreteOrganic-Based Foam Concrete

By Application

Marine ConstructionHydraulic StructuresBridge Piers & FoundationsPorts & Harbors

By Distribution Channel

Offline ChannelsOnline Channels

By Geography

North AmericaEuropeAsia PacificLatin AmericaMiddle East & Africa

Strategic Outlook Through 2033

Verified Market Research® expects the Underwater Concrete Foam Market to expand from USD 1.20 billion in 2025 to USD 2.18 billion by 2033, reflecting a sustained 9.5% CAGR rather than a one-time construction cycle effect. This trajectory is supported by incremental capacity build-outs and recurring use cases across marine and hydraulic infrastructure, with value pools created through both material take-up and specifications-driven procurement as performance requirements in submerged environments increasingly shape purchasing decisions.

Growth concentration through the forecast period is expected to remain strongest in segments where underwater placement is most frequent and where risk-managed outcomes justify material selection, particularly within near-term port development and infrastructure reinforcement cycles. Synthetic-Based Foam Concrete is positioned to retain a leading type-level share given its alignment with predictable, repeatable underwater performance, while Organic-Based Foam Concrete is expected to remain a meaningful secondary stream tied to sustainability and material-origin considerations.

Across distribution channels, Offline Channels are projected to retain structural strength as purchasing decisions for technical materials continue to rely on contractor relationships, specification workflows, and jobsite delivery coordination, while Online Channels are likely to expand gradually as procurement digitization improves and as repeat buyers seek streamlined ordering and documentation. Regionally, Asia Pacific is expected to remain the most significant contributor to incremental Underwater Concrete Foam Market growth, supported by sustained marine and port infrastructure investment across China and India, while North America and Europe continue to anchor demand through performance-driven and regulation-led procurement respectively.

Investment activity observed across the Underwater Concrete Foam Industry continues to favor application-readiness and performance validation over platform consolidation, with capital directed toward materials innovation and formulation development, performance engineering for marine and hydraulic environments, system integration and specification support, and regional commercialization capability building. As qualification cycles mature and documentation standards become more consistent across jurisdictions, Verified Market Research® anticipates a steady widening of the addressable Underwater Concrete Foam Market across both established and emerging infrastructure economies through 2033.

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Robo.ai Subsidiary Neurovia AI Highlights NeuroStream™ as an Enabler of Scalable, Sovereign Government AI Infrastructure

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As Official Government AI Partner at the 3rd Government AI Summit, Neurovia AI reinforces its focus on measurable infrastructure efficiency, intelligent visual data optimization and secure AI deployment.

ABU DHABI, UAE, Nov. 3, 2026 /PRNewswire/ — Neurovia AI, an Abu Dhabi-based artificial intelligence infrastructure company and wholly owned subsidiary of Robo.ai Inc. (Nasdaq: AIIO), highlighted the importance of scalable, secure and resource-efficient AI infrastructure at the 3rd Government AI Summit 2026, held on 3 November in Abu Dhabi.

Participating as the summit’s Official Government AI Partner, Neurovia AI contributed to discussions on advancing sovereign AI, optimizing national data infrastructure and enabling the transition from AI adoption to large-scale, operational deployment across government and enterprise environments.

As artificial intelligence, computer vision and intelligent automation become increasingly embedded in critical operations, organizations face a growing challenge: managing the expanding volumes of visual data required to support AI applications without continuously increasing storage capacity, network bandwidth, computing resources and energy consumption.

Enabling the Next Generation of AI-Ready Infrastructure

At the summit, Mansoor Ali Khan, Chief Technology Officer of Neurovia AI, delivered a technology presentation titled “Efficient Visual Data Infrastructure for Government AI: Reducing Storage, Bandwidth, Compute and Energy Without Compromising Visual Quality.”

The session addressed how intelligent visual data optimization can help reduce infrastructure bottlenecks, improve data processing efficiency and support increasingly data-intensive applications.

Khan also participated in the executive panel, “National Data Infrastructure: Building an AI-Ready Government,” exploring the role of interoperability, secure AI architectures, data sovereignty, cloud computing and edge AI in supporting intelligent and connected public services.

NeuroStream™: Intelligent Visual Data Optimization

At the center of Neurovia AI’s technology portfolio is NeuroStream™, an intelligent visual data optimization platform designed to reduce the volume of data transmitted, processed and stored while preserving information required by downstream applications.

By optimizing data closer to its source, NeuroStream™ is designed to help organizations address infrastructure constraints, make more efficient use of existing resources and support scalable AI deployment.

In a previously reported technical demonstration at ISNR 2026, NeuroStream™ reduced a 12.15 GB, 4K, 60 frames per second video file to 421 MB, representing a 96.37% reduction in file size while maintaining visually lossless quality in that demonstration.

The result illustrates the platform’s potential to address a critical infrastructure challenge. For organizations operating large-scale visual data environments, effective optimization could translate into reduced storage and transmission requirements, more efficient infrastructure utilization and opportunities to lower total cost of ownership. Actual benefits will depend on deployment conditions and independent use-case validation.

Building Commercially Relevant AI Infrastructure

Neurovia AI’s technology strategy focuses on connecting technical performance with real-world operational needs across government, smart infrastructure and enterprise environments.

The company is pursuing a use-case-driven approach to AI infrastructure, emphasizing technical validation, integration with existing technology environments and the evaluation of potential operational efficiencies.

These priorities are particularly relevant as organizations assess the infrastructure requirements of computer vision, Physical AI, smart cities and increasingly autonomous systems.

Ahmed Alhashmi, Acting Chief Executive Officer of Neurovia AI, commented:

“Scaling artificial intelligence is not simply about deploying more powerful models. It requires infrastructure that can manage growing data volumes securely, efficiently and economically.

At Neurovia AI, we see data optimization as a fundamental enabler of AI adoption at scale. Our focus is on delivering measurable technology performance that can translate into operational value, improved infrastructure efficiency and more sustainable growth for government and enterprise customers.

Through NeuroStream™, we are addressing one of the practical challenges facing the AI industry: how to scale intelligent applications without allowing infrastructure costs and resource demands to grow at the same pace.”

Mansoor Ali Khan, Chief Technology Officer of Neurovia AI, added:

“AI-ready infrastructure begins with intelligent data management. Optimizing visual data closer to its source can reduce unnecessary data movement and pressure on storage, networks and computing systems, while preserving information required for AI-driven applications.

For government and critical infrastructure environments, the ability to combine data efficiency with interoperability, security and operational control is essential. Our technology development is focused on making those capabilities practical and measurable.”

Supporting Robo.ai’s Broader Intelligent Infrastructure Strategy

As part of Robo.ai Inc. (Nasdaq: AIIO), Neurovia AI contributes specialized AI software and visual data processing capabilities to the group’s broader intelligent infrastructure ecosystem.

Neurovia AI’s focus on intelligent data optimization and machine perception infrastructure aligns with the growing need for efficient data management across intelligent systems, connected environments and Physical AI applications.

The company’s participation in the summit reinforces its engagement with government and industry stakeholders and its focus on developing technology capabilities with potential for practical, commercially relevant deployment.

About Neurovia AI

Neurovia AI is an Abu Dhabi-headquartered artificial intelligence infrastructure and visual data processing company, operating as a wholly owned subsidiary of Robo.ai Inc. (Nasdaq: AIIO).

Through its flagship platform, NeuroStream™, the company develops intelligent data optimization solutions designed to reduce infrastructure demands while supporting efficient, secure and scalable AI applications.

Neurovia AI serves the evolving needs of government, enterprise and data-intensive industries, advancing its vision of scaling sustainable AI infrastructure.

Website: www.neuroviaai.ae

About Robo.ai Inc.

Robo.ai Inc. (Nasdaq: AIIO), headquartered in Dubai, United Arab Emirates, is a Nasdaq-listed technology group building intelligent infrastructure across four platforms: artificial intelligence; robotics and smart mobility; advanced manufacturing; and digital assets and capital. Its industrial group, ALIF Holding, is dedicated to building intelligent industries through the development, integration and manufacturing of AI systems, serving government, public sector and mission-critical domains. Through its subsidiary Neurovia AI, the company develops AI software and visual data infrastructure. Quantum Core Capital (“QC Capital”), its AI-powered deep-tech holding and venture-building platform, incubates, invests in and operates businesses across artificial intelligence, robotics, digital infrastructure and the next-generation digital economy.

Forward-Looking Statements

This release includes forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These include statements about the potential for NeuroStream™ to support large-scale government and enterprise deployments, preserve visual information required by downstream applications and reduce storage, bandwidth, computing requirements, energy use and total cost of ownership.

The previously reported file-size reduction was measured in a demonstration using a single video file. Performance and savings in production may differ materially from expectations depending on source footage, workloads, hardware, network conditions and the quality requirements of each application. Adoption also depends on independent validation, integration with existing systems and the ability to meet customer security, data sovereignty and procurement requirements.

Additional risks are discussed in Robo.ai’s Annual Report on Form 20-F and subsequent filings with the U.S. Securities and Exchange Commission. These forward-looking statements reflect management’s expectations as of the date of this release. Neither Robo.ai nor Neurovia AI undertakes to update them except as required by law.

Media Contact

Neurovia AI | Marketing & Communications
Email: info@neuroviaai.com
Website: www.neuroviaai.com

Investor and Media Contacts

Email: pr@roboai.group
Website: www.roboai.group

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Leidos Delivers Strong Third Quarter and Enhances Full-Year Guidance

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Revenues of $4.6 billion, up 4% year-over-yearNet income of $413 million or $3.28 per diluted shareAdjusted EBITDA (non-GAAP) of $644 million and Adjusted EBITDA margin (non-GAAP) of 13.9%Non-GAAP Diluted Earnings per Share of $3.62, up 19% year-over-yearCash Flows from Operations of $523 million; Non-GAAP Free Cash Flow of $476 million

RESTON, Va., Nov. 3, 2026 /PRNewswire/ — Leidos Holdings, Inc. (NYSE: LDOS) today reported financial results for the third quarter of fiscal year 2026, highlighted by robust revenue growth and free cash flow generation.

“Leidos delivered another quarter of strong financial performance, allowing us to enhance our 2026 guidance for the third consecutive quarter,” said Chief Executive Officer Tom Bell. “Our sustained momentum reflects the strength of our focused team, united behind our NorthStar 2030 strategy and committed to delivering on our customers’ most critical missions. Looking ahead, we’ll continue to execute our strategy with confidence, invest in differentiated capabilities, and deploy capital strategically to accelerate growth and create enduring value.”

SUMMARY OPERATING RESULTS

    Three Months Ended

(in millions, except margin and per share data)

October 2, 2026

October 3, 2025

Revenues

$              4,630

$        4,469

Net income

$                 413

$           369

Net income margin

8.9 %

8.3 %

Diluted earnings per share (EPS)

$                 3.28

$           2.82

Non-GAAP Measures*:

Adjusted EBITDA

$                  644

$            616

Adjusted EBITDA margin

13.9 %

13.8 %

Non-GAAP diluted EPS

$                 3.62

$           3.05

* Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance
 with GAAP. Management believes that these non-GAAP measures provide another representation of Leidos’ results of operations and
 financial condition, including its ability to comply with financial covenants. See Non-GAAP Financial Measures at the end of this press
release for more information and a reconciliation of our selected reported results to these non-GAAP measures.

Revenues for the quarter were $4.63 billion, up 4% compared to the third quarter of 2025. Revenue grew year-over-year due to increased customer demand for defense tech products, air traffic management solutions, and intelligence mission support as well as the acquisition of ENTRUST Solutions, which offset declines in some managed health and federal civilian IT programs.

For the third quarter, net income was $413 million, or $3.28 per diluted share. Net income and diluted EPS were up 12% and 16%, respectively, year-over-year; net income margin was 8.9% compared to 8.3% in the third quarter of 2025. Net income and diluted EPS for the quarter reflect $12 million in costs associated with recent strategic corporate transactions. Adjusting for these and certain other items, non-GAAP net income increased 14% year-over-year, to $455 million for the third quarter, and non-GAAP diluted EPS increased 19% to $3.62. GAAP and non-GAAP earnings measures reflect a lower effective tax rate, primarily due to an increase in the federal research tax credit and a decrease in unrecognized tax benefits.

In addition, adjusted EBITDA was $644 million for the third quarter, up 5% year-over-year. Adjusted EBITDA margin of 13.9% increased from 13.8% in the third quarter of 2025. Profitability in the quarter was driven by improved program performance and disciplined cost management across the portfolio.

CASH FLOW SUMMARY

Net cash provided by operating activities for the quarter was $523 million for an operating cash flow conversion ratio of 128%. After adjusting for property, equipment, and software payments, quarterly free cash was $476 million for a free cash flow conversion ratio of 105%.

For the quarter, Leidos used $48 million in investing activities, including $47 million in property, equipment and software payments. Leidos used $549 million in financing activities, consisting primarily of $556 million returned to shareholders, including $504 million in share repurchases and $52 million as part of a regular quarterly cash dividend program. As of October 2, 2026, Leidos had $630 million in cash and cash equivalents and $6.0 billion of debt.

On October 30, 2026, the Leidos Board of Directors declared a cash dividend of $0.45 per share, which represents an increase of 4.7% over the prior quarter’s dividend amount. The dividend will be payable on December 31, 2026, to stockholders of record at the close of business on December 15, 2026.

NEW BUSINESS AWARDS

Net bookings totaled $5.5 billion in the quarter, representing a book-to-bill ratio of 1.2. As a result, backlog at the end of the quarter was $49.6 billion, of which $11.1 billion was funded. Trailing-twelve-month book-to-bill of 1.1 resulted in year-over-year growth in total and funded backlog of 4% and 22%, respectively. Quarterly bookings included several key awards:

U.S. Air Force Air Combat Command (ACC) Intelligence Directorate (A2) Intelligence, Surveillance, Reconnaissance (ISR). Leidos secured a $717 million contract to continue providing critical threat mitigation and ISR operations support for the Air Force’s ACC A2. Leidos is executing at 35 global locations, delivering embedded advanced data fusion across ACC headquarters, numbered Air Forces, and wings to ensure that the joint force maintains a decisive information advantage.Transportation Security Administration (TSA) Security Equipment Deployment Services (SEDS). TSA awarded Leidos a $672 million contract to continue to deploy, relocate, and manage critical security screening equipment across all federalized U.S. airports and major domestic special events. This award builds upon more than a decade of Leidos supporting TSA infrastructure, leveraging their deep logistics and integration expertise to protect the nation’s transportation systems and adapt swiftly to emerging security threats. Defense Health Agency (DHA) Military Health System (MHS) GENESIS Bridge. Leidos secured a 12-month, $318 million sole-source bridge contract to sustain and enhance MHS GENESIS, including system maintenance, cybersecurity, performance monitoring, technology updates, and end-user support. The award ensures continuity of critical operations while reinforcing Leidos’ expertise in modernizing complex federal health systems and delivering technology that supports healthcare for service members and their families.U.S. Army Defensive Cyber Solutions Branch (DCSB) Defensive Cyber Operations (DCO) 2.0. Leidos was awarded a $301 million follow-on contract to provide 24/7/365 defensive cyber operations for the Department of War Information Network (DoDIN). To support the agency’s migration toward continuous, automated outcome delivery, Leidos is deploying its UpHold Effect Agentic SOC Automation platform. The platform utilizes autonomous AI agents that dramatically compresses threat response windows and eliminates analyst alert fatigue to ensure a hardened, reliable global network capable of defending against growing and evolving threats.Space Development Agency (SDA) Accelerated Missile Defense Tranche 3 (AMDT3). Leidos secured a $272 million award from Sierra Space to provide infrared sensing payloads, onboard signal-processing capabilities, and mission support for the AMDT3 Tracking Layer. The payloads will fly on 18 missile-tracking satellites, which are designed to detect hypersonic and other advanced threats from Low Earth Orbit. This award expands Leidos’ position in space sensing and onboard digital processing, and builds on its execution record on Tranches 0, 1, and 2.United Kingdom (UK) National Air Traffic Services (NATS) Flight Data Processing (FDP) Evolution. Leidos received a $170 million contract to upgrade the core flight data processing software under the UK NATS FDP Evolutions program, replacing legacy systems with a modern architecture that automatically delivers real-time flight data to air traffic controllers. This award strengthens Leidos’ global position in next-generation air traffic management and reinforces its pedigree for upcoming modernization projects.U.S. Cyber Command (CYBERCOM) Cyberspace Operations Support Services (COSS). Leidos secured a five-year, $160 million contract to support USCYBERCOM’s J3, Cyber National Mission Force, and Joint Task Force Area with planning, training, strategy, doctrine development, and campaign assessment. This award marks Leidos’ first cyber operations award with USCYBERCOM and establishes a prime foothold with a strategically important customer in a high-growth national security mission area.U.S. Navy Nuclear-Armed Sea-Launched Cruise Missile (SLCM-N). The Navy awarded Leidos a $155 million contract to continue to advance flight systems integration and flight vehicle subsystem development for a sea-based theater nuclear deterrent. Customer & Border Patrol (CBP) and Immigration & Customs Enforcement (ICE) Shared Electronic Health Record (EHR) Platform and Support Services. Leidos secured a five-year, $129 million single-award blanket purchase agreement (BPA) to implement and sustain a modern EHR system for U.S. CBP and ICE. Under the initial call order, Leidos will deploy an integrated EHR system for ICE, consolidating core healthcare capabilities, enabling secure information exchange, and improving continuity of care. Building on the company’s MHS GENESIS success, the award establishes and foundation for expansion across Department of Homeland Security (DHS) components.U.S. Army Long-Range Persistent Surveillance—Mobile (ALPS-M) and U.S. Marine Corps Multi-Role Air Defense Radar (MRADR). The Army awarded Leidos a $95 million contract to deliver 10 prototypes of its current ALPS capability, which is being deployed globally through the U.S. Air Force’s Air Base Air Defense System – Missile Defense (ABADS-MD) program. Separately, Leidos secured a $41 million contract to build 14 additional MRADR systems for the Marine Corps. Together, these awards demonstrate sustained customer demand for Leidos’ family of persistent surveillance sensing technologies.AGM-190A Small Cruise Missile (SCM) Program. The U.S. Special Operations Command awarded Leidos a $27 million contract for the Low-Rate Initial Production (LRIP) of the AGM-190A Havoc Spear SCM. Under this award, Leidos will deliver an initial quantity of 45 All Up Rounds for operational fielding in Air Force Special Operations Command (AFSOC). Havoc Spear has the potential to be broadly deployed across special operations and conventional military platforms for low-cost precision strike mass capability in contested environments.

FORWARD GUIDANCE

On October 5, 2026, Leidos closed the Contribution and Equity Purchase Agreement with Altaris, contributing the Security Enterprise Solutions and Industrial Automation (SES) businesses to a newly formed joint venture. After adjusting for the Joint Venture and incorporating its year-to-date performance and current outlook, Leidos is adjusting its fiscal year 2026 guidance as follows:

FY26 Guidance

Measure

Current

Prior

Revenues (B)

$18.00 – $18.20

$18.20 – $18.40

Adjusted EBITDA Margin

Mid 13%

Mid 13%

Non-GAAP Diluted EPS

$12.50 – $12.70

$12.20 – $12.50

Cash Flows Provided by Operating Activities (B)

Approximately $1.90

Approximately $1.85

For information regarding adjusted EBITDA margin and non-GAAP diluted EPS, see the related explanations and reconciliations to GAAP measures included elsewhere in this release.

Leidos does not provide a reconciliation of forward-looking adjusted EBITDA margins or non-GAAP diluted EPS to net income margin or diluted EPS due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Because certain deductions for non-GAAP exclusions used to calculate projected net income margin or diluted EPS may vary significantly based on actual events, Leidos is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income at this time. The amounts of these deductions may be material and, therefore, could result in projected net income margin and diluted EPS being materially less than what may be implied by projected adjusted EBITDA margins and non-GAAP diluted EPS.

CONFERENCE CALL INFORMATION

Leidos management will discuss operations and financial results in an earnings conference call beginning at 8 A.M. eastern time on November 3, 2026. A live audio broadcast of the conference call along with a supplemental presentation will be available to the public through links on the Leidos Investor Relations website (http://ir.leidos.com). An archived version of the webcast will be available on the Leidos Investor Relations website until November 3, 2027.

ABOUT LEIDOS

Leidos is an industry and technology leader serving government and commercial customers with smarter, more efficient digital and mission innovations. Headquartered in Reston, Virginia, with 50,000 global employees, Leidos reported annual revenues of approximately $17.2 billion for the fiscal year ended January 2, 2026. For more information, visit www.leidos.com. 

FORWARD-LOOKING STATEMENTS

Certain statements in this release contain or are based on “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “guidance” and similar words or phrases. Forward-looking statements in this release include, among others, estimates of our future growth, strategy and financial and operating performance, including future revenues, adjusted EBITDA margins, diluted EPS (including on a non-GAAP basis) and cash flows provided by operating activities, as well as statements about our business contingency plans, government budgets and spending, uncertainties in tax due to new tax legislation or other regulatory developments, strategy, planned investments including the pending joint venture, sustainability goals and our future dividends, share repurchases, capital expenditures, debt repayments, acquisitions, dispositions and cash flow conversion. These statements reflect our belief and assumptions as to future events that may not prove to be accurate.

Actual performance and results may differ materially from those results anticipated by our guidance and other forward-looking statements made in this release depending on a variety of factors, including, but not limited to: developments in the U.S. government defense and non-defense budgets, including budget reductions, sequestration, implementation of spending limits or changes in budgetary priorities, potential future U.S. government shutdown and other or future delays in the U.S. government budget process, or the U.S. government’s failure to raise the debt ceiling, which increases the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession; uncertainties in tax due to new tax legislation or other regulatory developments; deterioration of economic conditions or weakening in credit or capital markets; uncertainty in the consequences of current and future geopolitical events; inflationary pressures and fluctuations in interest rates; delays in the U.S. government contract procurement process or the award of contracts and delays or loss of contracts as a result of competitor protests; changes in U.S. government procurement rules, regulations and practices; our compliance with various U.S. government and other government procurement rules and regulations; governmental reviews, audits and investigations of our company; our ability to effectively compete and win contracts with the U.S. government and other customers; our ability to respond rapidly to emerging technology trends, including the use of artificial intelligence; our reliance on information technology spending by hospitals/healthcare organizations; our reliance on infrastructure investments by industrial and natural resources organizations; energy efficiency and alternative energy sourcing investments; investments by U.S. government and commercial organizations in environmental impact and remediation projects; the effects of an epidemic, pandemic or similar outbreak may have on our business, financial position, results of operations and/or cash flows; our ability to attract, train and retain skilled employees, including our management team, and to obtain security clearances for our employees; our ability to accurately estimate costs, including cost increases due to inflation, associated with our firm-fixed-price contracts and other contracts; resolution of legal and other disputes with our customers and others or legal or regulatory compliance issues; cybersecurity, data security or other security threats, system failures or other disruptions of our business; our compliance with international, federal, state and local laws and regulations regarding privacy, data security, protection, storage, retention, transfer, disposal and other processing, technology protection and personal information; the damage and disruption to our business resulting from natural disasters and the effects of climate change; our ability to effectively acquire businesses and make investments; our ability to maintain relationships with prime contractors, subcontractors and joint venture partners; our ability to manage performance and other risks related to customer contracts; the failure of our inspection or detection systems to detect threats; the adequacy of our insurance programs, customer indemnifications or other liability protections designed to protect us from significant product or other liability claims, including cybersecurity attacks; our ability to manage risks associated with our international business; our ability to comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010 and similar worldwide anti-corruption and anti-bribery laws and regulations; our ability to protect our intellectual property and other proprietary rights by third parties of infringement, misappropriation or other violations by us of their intellectual property rights; our ability to prevail in litigation brought by third parties of infringement, misappropriation or other violations by us of their intellectual property rights; our ability to declare or increase future dividends based on our earnings, financial condition, capital requirements and other factors, including compliance with applicable law and our agreements; our ability to grow our commercial health and infrastructure businesses, which could be negatively affected by budgetary constraints faced by hospitals and by developers of energy and infrastructure projects; our ability to successfully integrate acquired businesses; and our ability to execute our business plan and long-term management initiatives effectively and to overcome these and other known and unknown risks that we face.

These are only some of the factors that may affect the forward-looking statements contained in this release. For further information concerning risks and uncertainties associated with our business, please refer to the filings we make from time to time with the U.S. Securities and Exchange Commission (SEC), including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Legal Proceedings” sections of our latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, all of which may be viewed or obtained through the Investor Relations section of our website at www.leidos.com. 

All information in this release is as of November 3, 2026. Leidos expressly disclaims any duty to update the guidance or any other forward-looking statement provided in this release to reflect subsequent events, actual results or changes in Leidos’ expectations. Leidos also disclaims any duty to comment upon or correct information that may be contained in reports published by investment analysts or others.

CONTACTS:

Investor Relations:

Media Relations:

Stuart Davis

Brandon Ver Velde

571.526.6124

571.526.6257

ir@leidos.com 

brandon.p.vervelde@leidos.com 

 

LEIDOS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Nine Months Ended

(in millions, except per share data)

October 2,
2026

October 3,
2025

October 2,
2026

October 3,
2025

Revenues

$        4,630

$         4,469

$       13,588

$        12,967

Cost of revenues

3,810

3,648

11,190

10,607

Selling, general and administrative expenses

262

290

768

737

Acquisition, integration and restructuring costs

12

4

74

10

Equity earnings of non-consolidated subsidiaries

(7)

(8)

(19)

(23)

Operating income

553

535

1,575

1,636

Non-operating expense:

Interest expense, net

(67)

(51)

(191)

(155)

Other expense, net

(4)

—

(22)

(1)

Income before income taxes

482

484

1,362

1,480

Income tax expense

(69)

(115)

(258)

(353)

Net income

413

369

1,104

1,127

Less: net income attributable to non-controlling interest

3

2

12

6

Net income attributable to Leidos common stockholders

$          410

$           367

$        1,092

$         1,121

Earnings per share:

Basic

$          3.31

$           2.87

$          8.74

$           8.69

Diluted

3.28

2.82

8.67

8.62

Weighted average number of common shares outstanding:

Basic

124

128

125

129

Diluted

125

130

126

130

Cash dividends declared per share

$          0.43

$           0.40

$          1.29

$           1.20

 

LEIDOS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

(in millions, except share and per share data)

October 2,
2026

January 2,
2026

Assets:

Cash and cash equivalents

$         630

$        1,108

Receivables, net

2,944

2,708

Inventory, net

90

342

Other current assets

512

656

Assets held for sale

904

—

Total current assets

5,080

4,814

Property, plant and equipment, net

913

961

Intangible assets, net

879

458

Goodwill

7,725

6,342

Operating lease right-of-use assets, net

475

526

Other long-term assets

394

392

Total assets

$     15,466

$       13,493

Liabilities:

Accounts payable and accrued liabilities

$       2,175

$        1,988

Accrued payroll and employee benefits

813

819

Current portion of long-term debt

18

20

Liabilities held for sale

171

—

Total current liabilities

3,177

2,827

Long-term debt, net of current portion

6,009

4,628

Operating lease liabilities

537

587

Other long-term liabilities

518

489

Total liabilities

10,241

8,531

Stockholders’ equity:

Common stock, $0.0001 par value, 500,000,000 shares authorized, 121,996,926 and 126,380,657
shares issued and outstanding at October 2, 2026, and January 2, 2026, respectively

—

—

Additional paid-in capital

—

319

Retained earnings

5,197

4,647

Accumulated other comprehensive loss

(25)

(50)

Total Leidos stockholders’ equity

5,172

4,916

Non-controlling interest

53

46

Total stockholders’ equity

5,225

4,962

Total liabilities and stockholders’ equity

$     15,466

$       13,493

 

LEIDOS HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Nine Months Ended

 (in millions)

October 2,
2026

October 3,
2025

October 2,
2026

October 3,
2025

Cash flows from operations:

Net income

$           413

$           369

$        1,104

$         1,127

Adjustments to reconcile net income to net cash provided by operations:

Depreciation and amortization

76

74

229

215

Stock-based compensation

28

26

79

72

Deferred income taxes

15

88

13

288

Net loss on pension plan settlement

—

—

20

—

Other

13

7

27

7

Change in assets and liabilities, net of effects of acquisitions and dispositions:

Receivables

35

(61)

(158)

(297)

Other current assets and other long-term assets

20

60

58

26

Accounts payable and accrued liabilities and other long-term liabilities

(79)

152

18

(108)

Accrued payroll and employee benefits

(46)

(17)

(12)

(10)

Income taxes receivable/payable

48

13

239

(65)

Net cash provided by operating activities

523

711

1,617

1,255

Cash flows from investing activities:

Acquisition of a business, net of cash acquired

—

(7)

(2,338)

(292)

Payments for property, equipment and software

(47)

(31)

(110)

(82)

Divestiture of a business

—

—

4

—

Net proceeds from sale of assets

—

—

4

—

Other

(1)

2

(5)

2

Net cash used in investing activities

(48)

(36)

(2,445)

(372)

Cash flows from financing activities:

Proceeds from debt issuance

—

—

1,397

997

Repayments of borrowings

(5)

(455)

(15)

(1,014)

Payments for debt issuance costs

—

—

(15)

(7)

Dividend payments

(52)

(51)

(162)

(156)

Repurchases of stock and other

(504)

(102)

(819)

(639)

Proceeds from issuances of stock

14

16

47

47

Net capital distributions to non-controlling interests

(2)

(2)

(5)

(9)

Other

—

(1)

(7)

(7)

Net cash (used in) provided by financing activities

(549)

(595)

421

(788)

Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash

—

(3)

—

11

Net (decrease) increase in cash, cash equivalents and restricted cash,
including cash classified in current assets held for sale

(74)

77

(407)

106

Less: change in cash balances classified as assets held for sale

(18)

—

23

—

Net (decrease) increase in cash, cash equivalents and restricted cash

(56)

77

(430)

106

Cash, cash equivalents and restricted cash at beginning of period

830

1,020

1,204

991

Cash, cash equivalents and restricted cash at end of period

774

1,097

774

1,097

Less: restricted cash at end of period

144

123

144

123

Cash and cash equivalents at end of period

$           630

$           974

$          630

$           974

 

LEIDOS HOLDINGS, INC.

UNAUDITED SEGMENT OPERATING RESULTS

Three Months Ended

Nine Months Ended

(in millions)

October 2,
2026

October 3,
2025

October 2,
2026

October 3,
2025

Revenues:

Intelligence & Digital

$       1,546

$         1,525

$       4,558

$         4,341

Health

1,068

1,210

3,342

3,573

Homeland

1,024

775

2,858

2,316

Defense

992

959

2,830

2,737

Total

$       4,630

$         4,469

$      13,588

$       12,967

Operating income (loss):

Intelligence & Digital

$         171

$           141

$         459

$           408

Health

240

324

778

915

Homeland

81

50

206

175

Defense

86

79

232

231

Corporate

(25)

(59)

(100)

(93)

Total

$         553

$           535

$       1,575

$         1,636

Operating income margin:

Intelligence & Digital

11.1 %

9.2 %

10.1 %

9.4 %

Health

22.5 %

26.8 %

23.3 %

25.6 %

Homeland

7.9 %

6.5 %

7.2 %

7.6 %

Defense

8.7 %

8.2 %

8.2 %

8.4 %

Total

11.9 %

12.0 %

11.6 %

12.6 %

Beginning fiscal 2026, we completed a realignment of our reporting structure, which resulted in the identification of four reportable segments: Intelligence & Digital, Health, Homeland and Defense. Additionally, we separately present the unallocable costs associated with corporate functions as Corporate. We commenced operating and reporting under the new organizational structure effective the first day of fiscal 2026. As a result of this change, prior year segment results have been recast to reflect the current reportable segment structure.

Intelligence & Digital

Intelligence & Digital revenues grew 1% year-over-year to $1.55 billion driven by recent contract awards and higher volumes and expanded scope across key Intelligence Community programs offset by reductions in certain federal civilian IT programs. Operating income margin was 11.1% compared to 9.2% in the prior year quarter, and non-GAAP operating income margin was 11.5%, up from the prior year quarter. Profitability enhancements were driven by a mix of better program execution, including strong award fee scores and disciplined cost management across the segment.

Health

Health revenues of $1.07 billion decreased by 12% compared to the prior year quarter. Health operating income margin for the quarter was 22.5%, compared to 26.8% in the prior year quarter, and non-GAAP operating income margin was 22.8%, compared to 27.3% in the prior year quarter. The declines in revenues and margins were driven by expected program shifts and reduced volumes on managed health services programs.

Homeland

Homeland revenues of $1.02 billion increased by 32% compared to the prior year quarter. Revenue growth was driven by strong demand for air traffic management and electric power distribution engineering solutions as well as $142 million from the acquisition of ENTRUST Solutions. Operating income margin for the quarter was 7.9%, compared to 6.5% in the prior year quarter, and non-GAAP operating margin increased to 11.3% from 7.5% in the prior year quarter. Profitability enhancements reflect an increased mix of higher-margin commercial work and disciplined cost management across the segment.

Defense

Defense revenues of $992 million were up 3% compared to the prior year quarter led by increased demand for several defense technology areas including air defense, sensing, and C5ISR systems. Defense operating income margin for the quarter was 8.7%, compared to 8.2% in the prior year quarter, and non-GAAP operating margin was 9.7%, compared to 9.8% in the prior year quarter.

LEIDOS HOLDINGS, INC.
UNAUDITED BACKLOG BY REPORTABLE SEGMENT

Backlog represents the revenues we expect to recognize under negotiated contracts and unissued task orders on sole source IDIQ contracts, to the extent we believe their execution and funding to be probable. Backlog does not include potential task orders expected to be awarded under multiple award IDIQ contracts.

Backlog value is based on management’s estimates about volume of services, availability of customer funding and other factors, and excludes contracts that are under protest. Estimated backlog comprises both funded and negotiated unfunded backlog. Backlog estimates are subject to change and may be affected by several factors, including modifications of contracts, non-exercise of options and foreign currency movements.

Funded backlog for contracts with the U.S. government represents the value on contracts for which funding is appropriated less revenues previously recognized on these contracts. Funded backlog for contracts with non-U.S. government entities and commercial customers represents the estimated value on contracts, which may cover multiple future years, under which Leidos is obligated to perform, less revenue previously recognized on the contracts. Unfunded backlog represents all remaining value on task orders that is not funded, including options, that we expect to recognize as well as expected future task orders under sole source IDIQ contracts. 

The estimated value of backlog as of the dates presented was as follows:

October 2, 2026

October 3, 2025

(in millions)

Funded

Unfunded

Total

Funded

Unfunded

Total

Intelligence & Digital

$       2,098

$     16,074

$     18,172

$        2,092

$       17,339

$       19,431

Health

1,243

5,075

6,318

1,523

6,479

8,002

Homeland

3,909

6,501

10,410

3,193

6,538

9,731

Defense

3,812

10,842

14,654

2,256

8,236

10,492

Total

$     11,062

$     38,492

$     49,554

$        9,064

$       38,592

$       47,656

Backlog at October 2, 2026, includes amounts acquired as part of the Entrust transaction. As of March 27, 2026, the acquisition date, Entrust had $371 million of backlog that was included within the Homeland reportable segment.

LEIDOS HOLDINGS, INC.

UNAUDITED NON-GAAP FINANCIAL MEASURES

Leidos uses and refers to non-GAAP operating income, non-GAAP operating margin, adjusted EBITDA, adjusted EBITDA margin, non-GAAP diluted EPS, non-GAAP free cash flow and non-GAAP free cash flow conversion, which are not measures of financial performance under generally accepted accounting principles in the U.S. and, accordingly, these measures should not be considered in isolation or as a substitute for the comparable GAAP measures and should be read in conjunction with Leidos’s consolidated financial statements prepared in accordance with GAAP.

Management believes that these non-GAAP measures provide another representation of the results of operations and financial condition, including its ability to comply with financial covenants. These non-GAAP measures are frequently used by financial analysts covering Leidos and its peers. The computation of non-GAAP measures may not be comparable to similarly titled measures reported by other companies, thus limiting their use for comparability.

Organic revenues capture the revenue that is inherent in the underlying business excluding the impact of acquisitions and divestitures made within the prior year; it is computed as current revenues excluding revenues from acquisitions within the last 12 months and divestitures within the current and year-ago periods.

Non-GAAP operating income is computed by excluding the following discrete items from operating income:

Acquisition, integration and restructuring costs – Represents acquisition, integration, lease termination, severance and retention costs and asset markdowns related to acquisitions and restructuring activities.Amortization of acquired intangible assets – Represents the amortization of the fair value of the acquired intangible assets. We do not exclude the revenue associated with these acquired intangible assets from non-GAAP operating income.Asset impairment charges – Represents impairments of long-lived intangible assets and other assets.

Non-GAAP non operating income is computed by excluding the discrete items from operating income and the following discrete items from non operating income.

Settlement loss on pension plan buy-out – Represents the settlement loss in connection with the buy-out of our UK defined benefit pension plan.Acquisition related financing costs – Represents the cost associated with the termination of the bridge loan facility in connection with the acquisition of Entrust.

Non-GAAP operating margin is computed by dividing non-GAAP operating income by revenues.

Adjusted EBITDA is computed by excluding the following items from income before income taxes: (i) discrete items as identified above; (ii) interest expense; (iii) interest income; (iv) depreciation expense; and (v) amortization of internally developed intangible assets.

Adjusted EBITDA margin is computed by dividing adjusted EBITDA by revenues.

Non-GAAP net income is computed by excluding the discrete items listed under non-GAAP operating income and non-GAAP non operating income and their related tax impacts.

Non-GAAP diluted EPS is computed by dividing net income attributable to Leidos common stockholders, adjusted for the discrete items as identified above and the related tax impacts, by the diluted weighted average number of common shares outstanding.

Non-GAAP free cash flow is computed by deducting expenditures for property, equipment and software from net cash provided by (used in) operating activities.

Non-GAAP free cash flow conversion is computed by dividing non-GAAP free cash flow by non-GAAP net income attributable to Leidos common stockholders; operating cash flow conversion is computed by dividing net cash provided by operating activities by net income attributable to Leidos common stockholders.

LEIDOS HOLDINGS, INC.

UNAUDITED NON-GAAP FINANCIAL MEASURES [CONTINUED]

(in millions, except growth percentages)

The following table presents the reconciliation of revenues to organic revenues by reportable segment and total operations:

 

Three Months Ended

October 2, 2026

October 3, 2025

Percent Change

Intelligence & Digital

Revenues, as reported

$         1,546

$         1,525

1.4 %

Health

Revenues, as reported

1,068

1,210

(11.7) %

Homeland

Revenues, as reported

1,024

775

32.1 %

Acquisition and divestiture revenues(1)(2)

142

7

Organic revenues

882

768

14.8 %

Defense

Revenues, as reported

992

959

3.4 %

Total Operations 

Revenues, as reported

4,630

4,469

3.6 %

Acquisition and divestiture revenues(1)(2)

142

7

Organic revenues

$         4,488

$         4,462

0.6 %

(1)

Current period acquisition revenues reflects revenues in the current as reported figures for 12 months from closing of each acquisition. Acquisition revenues for the three months ended October 2, 2026, for the Homeland segment includes Entrust (acquired March 27, 2026).

(2)

Prior period divestiture revenues reflect revenues from assets subsequently divested. Divestiture revenues for the three months ended October 3, 2025, for the Homeland segment include an immaterial business not aligned to the Company’s long term strategy (divested October 31, 2025).

 

LEIDOS HOLDINGS, INC.

UNAUDITED NON-GAAP FINANCIAL MEASURES [CONTINUED]

(in millions, except per share data and margin percentages)

The following tables present the reconciliation of non-GAAP operating income, net income, diluted EPS, adjusted EBITDA, and adjusted EBITDA margin to the most directly comparable GAAP measures for the three months ended October 2, 2026:

Three Months Ended October 2, 2026

As reported

Acquisition,
 integration
and
restructuring
costs

Amortization
of acquired
intangibles

Asset
impairment
charges

Non-GAAP
results

Operating income

$         553

$           12

$           35

$            7

$         607

Non-operating expense, net

(71)

—

—

—

(71)

Income before income taxes

482

12

35

7

536

Income tax expense(1)

(69)

(1)

(9)

(2)

(81)

Net income

413

11

26

5

455

Less: net income attributable to non-controlling interest

3

—

—

—

3

Net income attributable to Leidos common stockholders

$         410

$           11

$           26

$            5

$         452

Diluted EPS attributable to Leidos common stockholders(2)

$        3.28

$        0.09

$         0.21

$       0.04

$        3.62

Diluted shares

125

125

125

125

125

Three Months Ended October 2, 2026

As reported

Acquisition,
integration
and
restructuring
costs

Amortization
of acquired
intangibles

Asset
impairment
charges

Non-GAAP
results

Net income

$       413

$           11

$           26

$             5

$        455

Income tax expense(1)

69

1

9

2

81

Income before income taxes

482

12

35

7

536

Depreciation expense

41

—

—

—

41

Amortization of intangibles

35

—

(35)

—

—

Interest expense, net

67

—

—

—

67

Adjusted EBITDA

$       625

$           12

$           —

$             7

$        644

Adjusted EBITDA margin

13.5 %

13.9 %

(1) Calculation uses an estimated statutory tax rate on non-GAAP adjustments.

(2) Earnings per share is computed independently for each of the non-GAAP adjustments presented and therefore may not sum to the total non-GAAP earnings per share due to rounding.

 

LEIDOS HOLDINGS, INC.

UNAUDITED NON-GAAP FINANCIAL MEASURES [CONTINUED]

(in millions, except per share data and margin percentages)

The following tables present the reconciliation of non-GAAP operating income, net income, diluted EPS, adjusted EBITDA, and adjusted EBITDA margin to the most directly comparable GAAP measures for the three months ended October 3, 2025:

Three Months Ended October 3, 2025

As reported

Acquisition,
integration
and
restructuring
costs

Amortization
of acquired
intangibles

Asset
impairment
charges

Non-GAAP
results

Operating income

$          535

$             4

$           33

$             3

$          575

Non-operating expense, net

(51)

—

—

—

(51)

Income before income taxes

484

4

33

3

524

Income tax expense(1)

(115)

(1)

(8)

(1)

(125)

Net income

369

3

25

2

399

Less: net income attributable to non-controlling interest

2

—

—

—

2

Net income attributable to Leidos common stockholders

$          367

$             3

$           25

$             2

$          397

Diluted EPS attributable to Leidos common
stockholders(2)

$         2.82

$         0.02

$         0.19

$         0.02

$         3.05

Diluted shares

130

130

130

130

130

Three Months Ended October 3, 2025

As reported

Acquisition,
integration
and
restructuring
costs

Amortization
of acquired
intangibles

Asset

impairment
charges

Non-GAAP

 results

Net income

$        369

$             3

$           25

$             2

$        399

Income tax expense(1)

115

1

8

1

125

Income before income taxes

484

4

33

3

524

Depreciation expense

40

—

—

—

40

Amortization of intangibles

34

—

(33)

—

1

Interest expense, net

51

—

—

—

51

Adjusted EBITDA

$        609

$             4

$           —

$             3

$        616

Adjusted EBITDA margin

13.6 %

13.8 %

(1)

Calculation uses an estimated statutory tax rate on non-GAAP adjustments.

(2)

Earnings per share is computed independently for each of the non-GAAP adjustments presented and therefore may not sum to the total non-GAAP earnings per share due to rounding.

 

LEIDOS HOLDINGS, INC.

UNAUDITED NON-GAAP FINANCIAL MEASURES [CONTINUED]

(in millions, except per share data and margin percentages)

The following tables present the reconciliation of non-GAAP operating income, net income, diluted EPS, adjusted EBITDA, and adjusted EBITDA margin to the most directly comparable GAAP measures for the nine months ended October 2, 2026:

Nine Months Ended October 2, 2026

As reported

Acquisition,
integration
and
restructuring
costs(1)

Amortization
of acquired
intangibles

Asset
impairment
charges

Settlement
loss on
pension plan
buy-out

Acquisition
related
financing
costs

Non-GAAP
results

Operating income

$      1,575

$           76

$         105

$           8

$          —

$          —

$      1,764

Non-operating expense, net

(213)

—

—

—

23

5

(185)

Income before income taxes

1,362

76

105

8

23

5

1,579

Income tax expense(2)

(258)

(10)

(26)

(2)

(6)

(1)

(303)

Net income

1,104

66

79

$           6

$          17

$            4

1,276

Less: net income attributable to non-controlling interest

12

—

—

—

—

—

12

Net income attributable to Leidos common stockholders

$      1,092

$           66

$          79

$           6

$          17

$            4

$      1,264

Diluted EPS attributable to Leidos common stockholders(3)

$       8.67

$         0.52

$        0.63

$       0.05

$        0.13

$        0.03

$      10.03

Diluted shares

126

126

126

126

126

126

126

Nine Months Ended October 2, 2026

As reported

Acquisition,
integration
and
restructuring
costs(1)

Amortization
of acquired
intangibles

Asset
impairment
charges

Settlement
loss on
pension plan
buy-out

Acquisition
related
financing
 costs

Non-GAAP
results

Net income

$    1,104

$          66

$          79

$            6

$          17

$            4

$     1,276

Income tax expense(2)

258

10

26

2

6

1

303

Income before income taxes

1,362

76

105

8

23

5

1,579

Depreciation expense

124

—

—

—

—

—

124

Amortization of intangibles

105

—

(105)

—

—

—

—

Interest expense, net

191

—

—

—

—

(5)

186

Adjusted EBITDA

$    1,782

$          76

$          —

$            8

$          23

$          —

$     1,889

Adjusted EBITDA margin

13.1 %

13.9 %

(1)

Asset markdowns associated with restructuring activities were recorded to “Cost of revenues” in the condensed consolidated statements of operations.

(2)

 Calculation uses an estimated statutory tax rate on non-GAAP adjustments.

(3)

 Earnings per share is computed independently for each of the non-GAAP adjustments presented and therefore may not sum to the total non-GAAP earnings per share due to rounding.

 

UNAUDITED NON-GAAP FINANCIAL MEASURES [CONTINUED]

(in millions, except per share data and margin percentages)

The following tables present the reconciliation of non-GAAP operating income, net income, diluted EPS, adjusted EBITDA, and adjusted EBITDA margin to the most directly comparable GAAP measures for the nine months ended October 3, 2025:

Nine Months Ended October 3, 2025

As reported

Acquisition,
integration
and
restructuring
costs(1)

Amortization
of acquired
intangibles

Asset
impairment
charges

Non-GAAP
results

Operating income

$       1,636

$           11

$           95

$             3

$        1,745

Non-operating expense, net

(156)

—

—

—

(156)

Income before income taxes

1,480

11

95

3

1,589

Income tax expense(2)

(353)

(2)

(24)

(1)

(380)

Net income

1,127

9

71

2

1,209

Less: net income attributable to non-controlling interest

6

—

—

—

6

Net income attributable to Leidos common stockholders

$       1,121

$             9

$           71

$             2

$        1,203

Diluted EPS attributable to Leidos common stockholders(3)

$        8.62

$         0.07

$         0.55

$         0.02

$         9.25

Diluted shares

130

130

130

130

130

Nine Months Ended October 3, 2025

As reported

Acquisition,
integration
and
restructuring
costs(1)

Amortization
of acquired
intangibles

Asset
impairment
charges

Non-GAAP
results

Net income

$     1,127

$             9

$           71

$             2

$      1,209

Income tax expense(2)

353

2

24

1

380

Income before income taxes

1,480

11

95

3

1,589

Depreciation expense

119

—

—

—

119

Amortization of intangibles

96

—

(95)

—

1

Interest expense, net

155

—

—

—

155

Adjusted EBITDA

$     1,850

$           11

$           —

$             3

$      1,864

Adjusted EBITDA margin

14.3 %

14.4 %

(1)

Asset markdowns associated with restructuring activities were recorded to “Cost of revenues” in the condensed consolidated statements of operations.

(2)

Calculation uses an estimated statutory tax rate on non-GAAP adjustments.

(3) 

Earnings per share is computed independently for each of the non-GAAP adjustments presented and therefore may not sum to the total non-GAAP earnings per share due to rounding.

 

LEIDOS HOLDINGS, INC.

UNAUDITED NON-GAAP FINANCIAL MEASURES [CONTINUED]

(in millions, except margin percentages)

The following tables present the reconciliation of non-GAAP operating income by reportable segment and Corporate to operating income:

Three Months Ended October 2, 2026

Operating
income
(loss)

Acquisition,
integration
and
restructuring
costs(1)

Amortization
of acquired
intangibles

Asset
impairment
charges

Non-GAAP
operating
income
(loss)

Non-GAAP
operating
margin

Intelligence & Digital

$        171

$             2

$             5

$             —

$        178

11.5 %

Health

240

(1)

5

—

244

22.8 %

Homeland

81

13

15

7

116

11.3 %

Defense

86

—

10

—

96

9.7 %

Corporate

(25)

(2)

—

—

(27)

NM

Total

$        553

$           12

$           35

$              7

$        607

13.1 %

NM – Not Meaningful

(1) Asset markdowns associated with restructuring activities were recorded to “Cost of revenues” in the condensed consolidated statements of operations

Three Months Ended October 3, 2025

Operating
income

 (loss)

Acquisition,
integration
and
restructuring
costs

Amortization
of acquired
intangibles

Asset
impairment
charges

Non-GAAP
operating
income

 (loss)

Non-GAAP
operating
margin

Intelligence & Digital

$         141

$             2

$             8

$         —

$         151

9.9 %

Health

324

—

6

—

330

27.3 %

Homeland

50

1

7

—

58

7.5 %

Defense

79

—

12

3

94

9.8 %

Corporate

(59)

1

—

—

(58)

NM

Total

$         535

$             4

$           33

$          3

$         575

12.9 %

Nine Months Ended October 2, 2026

Operating
income
(loss)

Acquisition,
integration
and

 restructuring
costs(1)

Amortization
of acquired
intangibles

Asset
impairment

 charges

Non-GAAP
operating
income
(loss)

Non-GAAP
operating
margin

Intelligence & Digital

$        459

$             4

$           20

$             1

$        484

10.6 %

Health

778

1

12

—

791

23.7 %

Homeland

206

54

41

7

308

10.8 %

Defense

232

—

32

—

264

9.3 %

Corporate

(100)

17

—

—

(83)

NM

Total

$      1,575

$           76

$          105

$             8

$      1,764

13.0 %

NM – Not Meaningful

(1)

  Asset markdowns associated with restructuring activities were recorded to “Cost of revenues” in the condensed consolidated statements of operations.

 

LEIDOS HOLDINGS, INC.

UNAUDITED NON-GAAP FINANCIAL MEASURES [CONTINUED]

(in millions, except margin percentages)

The following tables present the reconciliation of non-GAAP operating income by reportable segment and Corporate to operating income:

Nine Months Ended October 3, 2025

Operating
income

(loss)

Acquisition,
integration
and
restructuring
costs(1)

Amortization
of acquired
intangibles

Asset
impairment
charges

Non-GAAP
operating
income

(loss)

Non-GAAP
operating
margin

Intelligence & Digital

$         408

$             2

$           20

$           —

$         430

9.9 %

Health

915

—

18

—

933

26.1 %

Homeland

175

6

21

—

202

8.7 %

Defense

231

—

36

3

270

9.9 %

Corporate

(93)

3

—

—

(90)

NM

Total

$       1,636

$           11

$           95

$             3

$       1,745

13.5 %

NM – Not Meaningful

(1)Asset markdowns associated with restructuring activities were recorded to “Cost of revenues” in the condensed consolidated statements of operations.

 

LEIDOS HOLDINGS, INC.

UNAUDITED NON-GAAP FINANCIAL MEASURES [CONTINUED]

(in millions, except percentages)

The following table presents the reconciliation of free cash flow to net cash provided by operating activities as well as the calculation of operating cash flow
and free cash flow conversion ratios:

Three Months Ended

October 2, 2026

October 3, 2025

Net cash provided by operating activities

$               523

$                711

Payments for property, equipment and software

(47)

(31)

Non-GAAP free cash flow

$               476

$                680

Net income attributable to Leidos common stockholders

$               410

$                367

Acquisition, integration and restructuring costs(1)

11

3

Amortization of acquired intangibles(1)

26

25

Asset impairment charges(1)

5

2

Non-GAAP net income attributable to Leidos common stockholders

$               452

$                397

Operating cash flow conversion ratio

128 %

194 %

Non-GAAP free cash flow conversion ratio

105 %

171 %

(1)

 After-tax expenses excluded from non-GAAP net income.

 

View original content:https://www.prnewswire.com/news-releases/leidos-delivers-strong-third-quarter-and-enhances-full-year-guidance-302926904.html

SOURCE Leidos Holdings, Inc.

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Technology

Waters Corporation (NYSE: WAT) Reports Third Quarter 2026 Financial Results

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Company to Provide Starting 2027 Growth Framework on Earnings Conference Call

Third Quarter 2026 Highlights

Total reported revenue of $1.767 billion exceeded guidance midpoint by $14 million, led by organic revenue growth of 9% as reported and 10% in constant currency, with acquired business revenue landing slightly ahead of guidance.GAAP EPS of $0.82; Adjusted EPS of $4.10 grew 21% and exceeded guidance.Analytical Sciences Division (ASD) grew 8% as reported and 9% in constant currency, led by double-digit instrument and chemistry growth from strong execution, new product innovation, and rising customer testing volume.In the Biosciences Division (WBD), reagents grew high single-digits on a prior year comparable basis, reflecting a 400bps acceleration in year-over-year growth, as research and clinical reagents both grew high single-digits; In the Advanced Diagnostics Division (ADx), microbiology grew mid-single-digits on a prior year comparable basis.The Company is raising every component of its full-year 2026 guidance, including a $43 million increase to total reported revenue at the midpoint, as new growth vectors layer onto a strong foundation of existing demand.

MILFORD, Mass., Nov. 3, 2026 /PRNewswire/ — Waters Corporation (NYSE: WAT) today announced its financial results for the third quarter of 2026.

Overall Financial Results

The Company’s reported revenue for the third quarter of 2026 was $1.767 billion, reflecting $871 million of organic revenue and $896 million of revenue from the acquired Biosciences and Diagnostic Solutions businesses.

Organic revenue for the third quarter of 2026 was $871 million, compared to $800 million for the third quarter of 2025, representing an increase of 9% as reported and 10% in constant currency.

Revenue from Biosciences and Diagnostic Solutions was $896 million for the third quarter of 2026, compared to $885 million on a prior year comparable basis.

On a GAAP basis, the Company reported a diluted earnings per share of $0.82 for the third quarter of 2026, compared to diluted EPS of $2.50 for the third quarter of 2025, reflecting acquisition-related purchase accounting charges, acquisition-related costs, and restructuring costs.

Adjusted EPS for the third quarter of 2026 grew 21% to $4.10, compared to $3.40 for the third quarter of 2025.

“Our team delivered exceptional results led by best-in-class consumables growth across both our Analytical Sciences and Biosciences divisions, as strong execution, new product innovation, and rising customer testing volume accelerated growth,” said Dr. Udit Batra, President & Chief Executive Officer, Waters Corporation. “LC-MS instrument growth also strengthened, growing double-digits in constant currency, driven by robust instrument replacement trends, idiosyncratic growth drivers across GLP-1s, PFAS and India generics, and we continued to outperform the market with our leading solutions for complex biologics.”

Dr. Batra continued, “Thanks to the hard work of our teams, we are delivering ahead of schedule on our synergy and integration commitments for our acquired businesses. With improving end market conditions and momentum accelerating across the combined company, we are raising our full year 2026 revenue guidance by $43 million at the midpoint and our fourth quarter guidance calls for double digit growth in both our organic and acquired businesses on a days adjusted basis.”

Analytical Sciences Division (ASD)

The Analytical Sciences Division – the former Waters Division, excluding the Clinical Business Unit – delivered reported revenue of $703 million in the quarter, compared to $649 million for the third quarter of 2025.

Biosciences Division (WBD)

The Biosciences Division – formerly known as BD Biosciences – delivered reported revenue of $396 million in the quarter, compared to $387 million for the prior year comparable period.

Advanced Diagnostics Division (ADx)

The Advanced Diagnostics Division comprises the former BD Diagnostic Solutions business and the Clinical Business Unit previously reported within Waters Division.

The Diagnostic Solutions business delivered reported revenue of $500 million in the quarter, compared to $498 million for the prior year comparable period. The Clinical Business Unit delivered reported revenue of $75 million in the quarter, compared to $64 million for the third quarter of 2025.

Materials Sciences Division (MSD)

The Materials Sciences Division – formerly known as TA Division – delivered reported revenue of $93 million in the quarter, compared to $87 million for the third quarter of 2025.

A description and reconciliation of GAAP to non-GAAP results appear in the tables below and can be found on the Company’s website www.waters.com in the Investor Relations section.

Full-Year and Fourth Quarter 2026 Financial Guidance

Full-Year 2026 Financial Guidance

The Company is raising its full-year 2026 organic constant currency revenue growth guidance to the range of 9.1% to 9.7%. Including the effect of currency translation, full-year 2026 organic reported revenue is expected to be in the range of $3.429 billion to $3.447 billion.

The Company is raising its acquired business revenue expectation and now expects full-year 2026 acquired business reported revenue of approximately $3.050 billion on an owned-period basis.

Total Company reported revenue for full-year 2026 is expected to be in the range of $6.479 billion to $6.497 billion.

The Company is updating its full-year 2026 adjusted EPS guidance to the range of $14.60 to $14.70, which represents 11% to 12% year-over-year adjusted EPS growth and is 13% to 14% on a constant currency basis.

Fourth Quarter 2026 Financial Guidance

The Company expects fourth quarter 2026 organic constant currency revenue growth to be in the range of 7.0% to 9.0%. Including the effect of currency translation, fourth quarter 2026 organic reported revenue is expected to be in the range of $984 million to $1.002 billion.

The Company expects acquired business reported revenue for the fourth quarter of 2026 to be approximately $817 million.

Total Company reported revenue for the fourth quarter of 2026 is expected to be in the range of $1.801 billion to $1.819 billion.

The Company expects fourth quarter 2026 adjusted EPS to be in the range of $4.58 to $4.68, which represents 1% to 3% year-over-year adjusted EPS growth.

Starting 2027 Growth Framework

Management will provide the Company’s 2027 starting growth framework during its scheduled earnings conference call today at 8:00 a.m. ET, outlining how reshoring, synergies and AI-related demand drivers are expected to shape next year’s growth.

Announcing Acquisition of MOBILion Systems, Inc.

The Company also announced today that it has acquired MOBILion Systems, Inc. MOBILion is the pioneer of SLIM high-resolution ion mobility separation technology for complex molecular analysis, which separates molecules by size, shape and charge in milliseconds. The acquisition complements Waters’ industry-leading mass spectrometry portfolio and is expected to broaden the Company’s entry into the proteomics market. Additional details are available in a separate release issued earlier today.

Please refer to the tables below for a reconciliation of the projected GAAP to non-GAAP financial outlook for the full-year and fourth quarter. The Company is unable to provide reconciliations of forward-looking presentations of adjusted EPS guidance measures to the most directly comparable GAAP measures. Such reconciliations cannot be prepared without unreasonable efforts due to the inherent difficulty and unpredictability in forecasting and quantifying certain amounts that would be necessary for such reconciliations, including acquisition-related amortization, acquisition and restructuring costs, as well as certain legal, advisory and tax costs, or other costs that may arise, which amounts could be significant and could have a material impact on the Company’s future GAAP financial results. All amounts, other than percentages and per share data, are presented in millions of dollars. Certain totals and percentages may not recalculate due to rounding.

Results for the acquired Biosciences and Diagnostic Solutions businesses (the “BDS Businesses”) for the prior year comparable period are the quarterly results for the Biosciences and Diagnostic Solutions business units for the three months ended September 30, 2025, as reported in Exhibit 99.1 of the current report on Form 8-K filed by Becton, Dickinson and Company (“BDX”) with the Securities and Exchange Commission (“SEC”) on November 6, 2025.  This historical financial information reflects the results of operations of these businesses as they were historically managed by BDX in conformity with U.S. GAAP.  Therefore, such historical financial information does not necessarily reflect what these businesses’ results of operations would have been had they operated as a part of Waters during the period presented, and does not reflect changes that have occurred since the consummation of the acquisition of these businesses by Waters, including, among other things, changes in the financing, cash management, operations, cost structure and personnel needs or differences in accounting policies.  For example, BDX provided certain services, such as legal, finance, information technology, human resources, and other infrastructure support to the BDS Businesses prior to their acquisition by Waters. Costs of these services were included in the BDS Businesses’ results of operations through allocations based upon a proportion of revenue or headcount as determined by BDX in conformity with GAAP. Such allocated costs may not be indicative or necessary if the BDS Businesses operated as a part of Waters during the period presented, nor are they necessarily representative of the costs that may be incurred in the future.

Conference Call Details

Waters Corporation will webcast its third quarter 2026 financial results conference call today, November 3, 2026, at 8:00 a.m. Eastern Time. To listen to the call and see the accompanying slide presentation, please visit www.waters.com, select “Investor Relations” under the “About Waters” section, navigate to “Events & Presentations,” and click on the “Webcast.” A replay will be available through at least December 1, 2026.

About Waters Corporation

Waters Corporation (NYSE: WAT) is a global leader in life sciences and diagnostics, dedicated to accelerating the benefits of pioneering science through analytical technologies, informatics, and service. With a focus on regulated, high-volume testing environments, our innovative portfolio harnesses deep scientific expertise across chemistry, physics, and biology. We collaborate with customers around the world to advance the release of effective, high-quality medicines, ensure the safety of food and water, and drive better patient outcomes by detecting diseases earlier, managing routine infections, and combating antibiotic resistance. Through a shared culture of relentless innovation, our passionate team of ~15,000 colleagues turn scientific challenges into breakthroughs that improve lives worldwide.

Non-GAAP Financial Measures

This release contains financial measures, such as organic constant currency growth rates, constant currency growth rates, prior year comparable revenue, and adjusted earnings per diluted share, among others, which are considered “non-GAAP” financial measures under applicable SEC rules and regulations. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with U.S. generally accepted accounting principles (GAAP). The Company’s definitions of these non-GAAP measures may differ from similarly titled measures used by others. The non-GAAP financial measures used in this release adjust for specified items that can be highly variable or difficult to predict. The Company generally uses these non-GAAP financial measures to facilitate management’s financial and operational decision-making, including evaluation of the Company’s historical operating results, comparison to competitors’ operating results and determination of management incentive compensation. These non-GAAP financial measures reflect an additional way of viewing aspects of the Company’s operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and trends affecting the Company’s business. Because non-GAAP financial measures exclude the effect of items that will increase or decrease the Company’s reported results of operations, management strongly encourages investors to review the Company’s consolidated financial statements and publicly filed reports in their entirety. Definitions of the non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures are included in the tables accompanying this release.

Cautionary Statement

This release contains “forward-looking” statements regarding future results and events. For this purpose, any statements that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words “feels,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “suggests,” “appears,” “estimates,” “projects,” and similar expressions, whether in the negative or affirmative, are intended to identify forward-looking statements. Our actual results may differ significantly from the results discussed in the forward-looking statements within this release for a variety of reasons, including and without limitation, risks or uncertainties related to our acquisition of the Biosciences and Diagnostic Solutions businesses from BDX, including failure to realize the anticipated benefits of this acquisition, including as a result of delay in integrating the BDS Businesses with the Company on the expected timeframe or at all, and the ability of the Company to implement its business strategy and achieve revenue and cost synergies, the anticipated benefits of the MOBILion Systems, Inc. acquisition, anticipated progress on Waters’ research programs, development of new analytical instruments and associated software or consumables, manufacturing development and capabilities, our future financial and operational performance, future economic and market conditions, including our expectations about the growth rates of certain markets, our strategic initiatives, including our instrument replacement initiatives, our ability to respond and adapt to changing global dynamics, including the potential impacts of tariffs and supply chain challenges, our ability to retain and attract customers in various geographies and market segments, our market size and growth opportunities, our competitive positioning, projected costs, technological capabilities and plans, and objectives of management, and other risk factors detailed from time to time in Waters’ reports filed with the SEC. Such factors and others are discussed more fully in the sections entitled “Forward-Looking Statements” and “Risk Factors” of the Company’s annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC, which discussions are incorporated by reference in this release, as updated by the Company’s subsequent filings with the SEC. The forward-looking statements included in this release represent the Company’s estimates or views as of the date of this release and should not be relied upon as representing the Company’s estimates or views as of any date subsequent to the date of this release. Except as required by law, the Company does not assume any obligation to update any forward-looking statements.

Contact: Caspar Tudor, Head of Investor Relations – (508) 482-3448

Waters Corporation and Subsidiaries

Consolidated Statements of Operations

(In millions, except per share data)

(Unaudited)

Three Months Ended

Nine Months Ended

October 3, 2026

September 27, 2025

October 3, 2026

September 27, 2025

Net revenue

$                 1,767

$                    800

$                 4,678

$                    2,233

Costs and operating expenses:

Cost of revenue (a)

879

328

2,470

926

Selling and administrative expenses 

398

214

1,187

586

Research and development expenses 

106

54

324

149

Purchased intangibles amortization (b)

244

12

640

36

Restructuring charges

12

–

64

4

Operating income (loss)

128

192

(6)

532

Other income, net

–

–

1

1

Interest expense, net

(53)

(22)

(150)

(42)

Income (loss) from operations before income taxes

74

170

(155)

491

Benefit (provision) for income taxes

7

(21)

28

(73)

Net income (loss)

$                      81

$                    149

$                   (127)

$                       417

Net income (loss) per basic common share

$                   0.83

$                   2.50

$                  (1.37)

$                      7.02

Weighted-average number of basic common shares

98,255

59,528

92,751

59,496

Net income (loss) per diluted common share

$                   0.82

$                   2.50

$                  (1.37)

$                      7.00

Weighted-average number of diluted common shares and equivalents

98,653

59,622

92,751

59,656

(a) Cost of revenue for the three months and nine months ended October 3, 2026 includes $80 million and $333 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 nine months ended October 3, 2026 includes $232 million and $603 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 October 3, 2026 and September 27, 2025

(In millions)

Three Months Ended

Reported

October 3, 2026

September 27, 2025

Growth

REVENUE – OPERATING SEGMENT

Analytical Sciences Division (ASD)

$

703

$

649

8 %

Biosciences Division (WBD)

396

–

**

Advanced Diagnostics Division (ADx)

575

64

797 %

Materials Sciences Division (MSD)

93

87

7 %

Total Revenue

$

1,767

$

800

121 %

REVENUE – PRODUCT & SERVICE

Product

$

1,334

$

500

167 %

Service

433

300

44 %

Total Revenue

$

1,767

$

800

121 %

REVENUE – GEOGRAPHY

Asia

$

495

$

270

83 %

Americas

749

293

156 %

Europe

523

237

120 %

Total Revenue

$

1,767

$

800

121 %

Reconciliation of Organic Revenue Growth

Total Reported Revenue (GAAP)

$

1,767

$

800

121 %

Acquired Business Contribution

896

Total Organic Reported Revenue

$

871

Organic Reported Revenue Growth

9 %

Currency Translation Impact

(1 %)

Organic Constant Currency Revenue Growth (a)

10 %

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

Acquired Business Contribution

$

896

$

885

1 %

Reconciliation of Analytical Sciences Division Revenue

ASD Instrument Revenue

$

282

$

257

9 %

Currency Translation Impact

(1 %)

Constant Currency ASD Instrument Revenue Growth

10 %

ASD Chemistry Consumables Revenue

$

157

$

143

10 %

Currency Translation Impact

(2 %)

Constant Currency ASD Chemistry Consumables Revenue Growth

12 %

ASD Revenue

$

703

$

649

8 %

Currency Translation Impact

(1 %)

Constant Currency ASD Revenue Growth

9 %

**Percentage not meaningful

(a)

The Company believes that referring to comparable 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

Nine Months Ended October 3, 2026 and September 27, 2025

(In millions)

Nine Months Ended

Reported

October 3, 2026 (b)

September 27, 2025

Growth

REVENUE – OPERATING SEGMENT

Analytical Sciences Division (ASD)

$

1,979

$

1,810

9 %

Biosciences Division (WBD)

996

–

**

Advanced Diagnostics Division (ADx)

1,445

180

705 %

Materials Sciences Division (MSD)

258

243

6 %

Total Revenue

$

4,678

$

2,233

110 %

REVENUE – PRODUCT & SERVICE

Product

$

3,473

$

1,374

153 %

Service

1,205

859

40 %

Total Revenue

$

4,678

$

2,233

110 %

REVENUE – GEOGRAPHY

Asia

$

1,294

$

757

71 %

Americas

1,945

829

135 %

Europe

1,439

647

122 %

Total Revenue

$

4,678

$

2,233

110 %

Reconciliation of Organic Revenue Growth

Total Reported Revenue (GAAP)

$

4,678

$

2,233

110 %

Acquired Business Contribution

2,233

Total Organic Reported Revenue

$

2,445

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

$

2,460

Less: Revenue Adjustments for Pre-Owned Period

307

Current and Prior Year Comparable Revenue 

$

2,233

$

2,153

4 %

**Percentage not meaningful

(a)

The Company believes that referring to comparable 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 nine months ended October 3, 2026 includes the results of the BDS Business acquisition from date of acquisition February 9, 2026 through October 3, 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 Nine Months Ended October 3, 2026 and September 27, 2025

(In millions, except per share data)

Operating

Income (Loss)

Benefit

Diluted

Selling &

Research &

Operating

Income

Interest

before

(Provision)

Earnings

Cost of

Administrative

Development

Income

(Loss)

Expense,

Income

 for Income

Net Income

(Loss)

Revenue

Expenses (a)

Expenses

(Loss)

Percentage

Net

Taxes

Taxes

(Loss)

per Share (h)

Three Months Ended October 3, 2026

GAAP

$

879

$

654

$

106

$

128

7.2 %

$

(53)

$

74

$

7

$

81

$

0.82

Adjustments:

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

(80)

(243)

–

323

18.3 %

–

323

(64)

259

2.62

Restructuring costs and certain other items (c)

–

(20)

–

20

1.1 %

–

20

(4)

16

0.16

ERP implementation and transformation costs (d)

–

(7)

–

7

0.4 %

–

7

(2)

5

0.05

Acquisition related costs (e)

(18)

(35)

(1)

54

3.1 %

–

54

(10)

44

0.44

Adjusted Non-GAAP

$

781

$

349

$

105

$

532

30.1 %

$

(53)

$

478

$

(74)

$

404

$

4.10

Three Months Ended September 27, 2025

GAAP

$

328

$

226

$

54

$

192

24.0 %

$

(22)

$

170

$

(21)

$

149

$

2.50

Adjustments:

Purchased intangibles amortization (b)

–

(12)

–

12

1.5 %

–

12

(3)

9

0.15

Restructuring costs and certain other items (c)

–

(1)

–

1

0.2 %

–

1

(0)

1

0.02

ERP implementation and transformation costs (d)

–

(6)

–

6

0.8 %

–

6

(2)

5

0.08

Acquisition related costs (e)

–

(27)

(4)

31

3.8 %

–

31

(2)

28

0.47

Financing costs (g)

–

–

–

–

–

14

14

(3)

11

0.18

Adjusted Non-GAAP

$

328

$

180

$

50

$

242

30.3 %

$

(8)

$

235

$

(32)

$

203

$

3.40

Nine Months Ended October 3, 2026

GAAP

$

2,470

$

1,891

$

324

$

(6)

(0.1 %)

$

(150)

$

(155)

$

28

$

(127)

$

(1.37)

Adjustments:

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

(333)

(640)

–

973

20.8 %

–

973

(154)

819

8.80

Restructuring costs and certain other items (c)

–

(75)

–

75

1.6 %

–

75

(11)

64

0.69

ERP implementation and transformation costs (d)

–

(25)

–

25

0.5 %

–

25

(4)

21

0.22

Acquisition related costs (e)

(18)

(155)

(3)

176

3.8 %

–

176

(28)

147

1.58

Financing costs (g)

–

–

–

–

–

4

4

(1)

4

0.04

Adjusted Non-GAAP

$

2,118

$

997

$

321

$

1,242

26.5 %

$

(146)

$

1,097

$

(170)

$

927

$

9.96

Nine Months Ended September 27, 2025

GAAP

$

926

$

626

$

149

$

532

23.8 %

$

(42)

$

491

$

(73)

$

417

$

7.00

Adjustments:

Purchased intangibles amortization (b)

–

(36)

–

36

1.6 %

–

36

(9)

27

0.46

Restructuring costs and certain other items (c)

–

(6)

–

6

0.3 %

–

6

(1)

4

0.07

ERP implementation and transformation costs (d)

–

(14)

–

14

0.6 %

–

14

(3)

10

0.18

Acquisition related costs (e)

–

(41)

(4)

45

2.0 %

–

45

(5)

40

0.67

Retention bonus obligation (f)

–

(3)

(1)

4

0.2 %

–

4

(1)

3

0.05

Financing costs (g)

–

–

–

–

–

14

14

(3)

11

0.18

Adjusted Non-GAAP

$

926

$

527

$

144

$

636

28.5 %

$

(28)

$

609

$

(96)

$

514

$

8.60

(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 93.1 million for the nine months ended October 3, 2026. 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)

October 3, 2026

December 31, 2025

Cash and cash equivalents

$                       593

$                       588

Accounts receivable

1,464

829

Inventories

1,324

572

Property, plant and equipment, net

1,458

642

Intangible assets, net

8,275

558

Goodwill

9,369

1,340

Other assets

1,632

548

   Total assets

$                  24,115

$                    5,077

Notes payable and debt

$                    5,133

$                    1,407

Other liabilities

3,691

1,108

Total liabilities

8,824

2,515

Total stockholders’ equity

15,291

2,562

   Total liabilities and stockholders’ equity

$                  24,115

$                    5,077

 

Waters Corporation and Subsidiaries

Preliminary Condensed Consolidated Statements of Cash Flows

Three and Nine Months Ended October 3, 2026 and September 27, 2025

(In millions and unaudited)

Three Months Ended

Nine Months Ended

October 3, 2026

September 27, 2025

October 3, 2026

September 27, 2025

Cash flows from operating activities:

Net income (loss)

$                      81

$                    149

$                  (127)

$                    417

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

Stock-based compensation

22

14

67

40

Depreciation and amortization

300

53

808

154

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

79

–

333

–

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

(384)

(28)

(785)

(123)

Net cash provided by operating activities

98

187

296

488

Cash flows from investing activities:

Additions to property, plant, equipment, and software capitalization

(43)

(25)

(131)

(74)

Cash (paid) acquired in business acquisition, net of cash received

(59)

(1)

85

(35)

Investments in unaffiliated companies

–

–

(10)

(1)

Change in deposit asset

8

–

59

–

Net cash (used in) provided by investing activities

(94)

(26)

3

(110)

Cash flows from financing activities:

Proceeds from debt issuances 

320

–

4,062

70

Payments on debt

(275)

(50)

(4,315)

(290)

Payments of debt issuance costs

–

(18)

(28)

(23)

Proceeds from stock plans

10

3

26

16

Purchases of treasury shares

(1)

0

(15)

(15)

Other cash flow from financing activities, net

3

0

(9)

1

Net cash provided by (used in) financing activities

57

(66)

(279)

(241)

Effect of exchange rate changes on cash and cash equivalents

(7)

(4)

(15)

(4)

Increase in cash and cash equivalents

54

92

5

134

Cash and cash equivalents at beginning of period

539

367

588

325

Cash and cash equivalents at end of period

$                    593

$                    459

$                    593

$                    459

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

Net cash provided by operating activities – GAAP

$                      98

$                    187

$                    296

$                    488

Adjustments:

Additions to property, plant, equipment, and software capitalization

(43)

(25)

(131)

(74)

Tax reform payments

–

–

–

120

Litigation settlements paid, net

5

(2)

4

(2)

Payment of Wyatt retention bonus obligation (c)

–

–

–

20

Change in deposit asset (d)

8

–

59

–

Free Cash Flow – Adjusted Non-GAAP

$                      68

$                    160

$                    228

$                    552

(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 $174 million for the three and nine months ended October 3, 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 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.

(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

December 31, 2026

December 31, 2026

Range

Range

Projected Revenue

Reported revenue

$          6,479

–

$          6,497

$          1,801

–

$          1,819

Acquired business contribution

$          3,050

–

$          3,050

$             817

–

$             817

Organic reported revenue

$          3,429

–

$          3,447

$             984

–

$          1,002

Organic reported revenue growth

8.4 %

–

8.9 %

5.5 %

–

7.5 %

Currency translation impact

(0.7 %)

–

(0.7 %)

(1.5 %)

–

(1.5 %)

Organic constant currency revenue growth (a)

9.1 %

–

9.7 %

7.0 %

–

9.0 %

Range

Range

Projected Earnings Per Diluted Share

Adjusted earnings per share

$          14.60

–

$          14.70

$            4.58

–

$            4.68

(a)

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 rates during the current period and excluding the impact of acquisitions made within twelve months of the acquisition close date. These amounts are estimated at the current foreign currency exchange rates and based on the forecasted geographical revenue in local currency, as well as an assessment of market conditions as of the date of this press release, 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.

 

View original content:https://www.prnewswire.co.uk/news-releases/waters-corporation-nyse-wat-reports-third-quarter-2026-financial-results-302927149.html

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