(a) Documents filed as part of this report:
The consolidated financial statements of the Company and its subsidiaries are filed as part of this Form 10-K and are set forth on pages 50 to 93. The report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, dated February 27, 2018, is set forth on page 48 of this Form 10-K.
| (2) | Financial Statement Schedule: |
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See (c) below.
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| Exhibit Number | | Description of Document |
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| 3.1 | | Second Amended and Restated Certificate of Incorporation of Waters Corporation.(1)(P) |
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| 3.2 | | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of May 12, 1999.(3) |
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| 3.3 | | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of July 27, 2000.(4) |
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| 3.4 | | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of May 25, 2001.(5) |
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| 3.5 | | Amended and Restated Bylaws of Waters Corporation, dated as of December 5, 2017.(29) |
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| 10.1 | | Waters Corporation Retirement Plan.(2)(P)(*) |
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| 10.2 | | Waters Corporation 2003 Equity Incentive Plan.(6)(*) |
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| 10.3 | | First Amendment to the Waters Corporation 2003 Equity Incentive Plan.(7)(*) |
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| 10.4 | | Form of Director Stock Option Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(8)(*) |
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| 10.5 | | Form of Director Restricted Stock Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(8)(*) |
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| 10.6 | | Form of Executive Officer Stock Option Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(8)(*) |
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| 10.7 | | Second Amendment to the Waters Corporation 2003 Equity Incentive Plan.(9)(*) |
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| 10.8 | | Third Amendment to the Waters Corporation 2003 Equity Incentive Plan.(10)(*) |
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| 10.9 | | Amended and Restated Waters 401(k) Restoration Plan, effective January 1, 2008.(11)(*) |
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| 10.10 | | Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Mark T. Beaudouin.(12)(*) |
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| 10.11 | | Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Elizabeth B. Rae.(12)(*) |
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| 10.12 | | Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Eugene G. Cassis.(23)(*) |
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| Exhibit Number | | Description of Document |
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| 10.13 | | Amended and Restated Waters Retirement Restoration Plan, effective January 1, 2008.(13)(*) |
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| 10.14 | | Amended and Restated Waters Corporation 1996 Non-Employee Director Deferred Compensation Plan, Effective January 1, 2008.(13)(*) |
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| 10.15 | | 2014 Waters Corporation Management Incentive Plan.(21)(*) |
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| 10.16 | | Waters Corporation 2009 Employee Stock Purchase Plan.(14)(*) |
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| 10.17 | | Note Purchase Agreement, dated as of February 1, 2010, between Waters Corporation and the purchases named therein.(15) |
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| 10.18 | | First Amendment to the Note Purchase Agreement, dated as of February 1, 2010.(16) |
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| 10.19 | | Note Purchase Agreement, dated March 15, 2011, between Waters Corporation and the purchases named therein.(16) |
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| 10.20 | | Waters Corporation 2012 Equity Incentive Plan.(17)(*) |
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| 10.21 | | Form of Waters 2012 Stock Option Agreement - Executive Officers.(18)(*) |
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| 10.22 | | Form of Waters 2012 Stock Option Agreement - Directors.(18)(*) |
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| 10.23 | | Form of Waters 2012 Restricted Stock Agreement - Directors.(18)(*) |
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| 10.24 | | Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - Five Year Vesting.(19)(*) |
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| 10.25 | | Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - One Year Vesting.(19)(*) |
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| 10.26 | | Note Purchase Agreement, dated June 30, 2014, between Waters Corporation and the purchases named therein.(20) |
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| 10.27 | | Change of Control/Severance Agreement, dated as of April 1, 2015, between Waters Corporation and Michael F. Silveira.(22)(*) |
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| 10.28 | | President and Chief Executive Employment Agreement.(23)(*) |
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| 10.29 | | Change of Control/Severance Agreement, dated as of September 8, 2015, between Waters Corporation and Christopher J. O’Connell.(23)(*) |
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| 10.30 | | Note Purchase Agreement, dated as of May 12, 2016, between Waters Corporation and the purchasers named therein.(24) |
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| 10.31 | | Form of Waters 2012 Performance Stock Unit Award Agreement.(25)(*) |
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| 10.32 | | Senior Vice President and Chief Financial Officer Employment Agreement.(26)(*) |
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| 10.33 | | Change of Control/Severance Agreement, dated as of January 9, 2017, between Waters Corporation and Sherry L. Buck.(26)(*) |
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| 10.34 | | Form of Change of Control/Severance Agreement.(27)(*) |
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| 10.35 | | Employment Agreement, dated July 21, 2017, between Waters Corporation and Dr. Rohit Khanna.(28)(*) |
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| 10.36 | | Credit Agreement, dated as of November 30, 2017, among Waters Corporation, JPMorgan Chase Bank, N.A., JP Morgan Europe Limited and other Lenders party thereto. |
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| 21.1 | | Subsidiaries of Waters Corporation. |
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| 23.1 | | Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm. |
| (1) | Incorporated by reference to the Registrant’s Report on Form 10-K dated March 29, 1996 (File No. 001-14010). |
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| (2) | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-96934). |
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| (3) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 11, 1999 (File No. 001-14010). |
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| (4) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 8, 2000 (File No. 001-14010). |
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| (5) | Incorporated by reference to the Registrant’s Report on Form 10-K dated March 28, 2002 (File No. 001-14010). |
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| (6) | Incorporated by reference to the Registrant’s Report on Form S-8 dated November 20, 2003 (File No. 333-110613). |
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| (7) | Incorporated by reference to the Registrant’s Report on Form 10-K dated March 12, 2004 (File No. 001-14010). |
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| (8) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 10, 2004 (File No. 001-14010). |
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| (9) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 5, 2005 (File No. 001-14010). |
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| (10) | Incorporated by reference to the Registrant’s Report on Form 10-K dated March 1, 2007 (File No. 001-14010). |
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| (11) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 2, 2007 (File No. 001-14010). |
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| (12) | Incorporated by reference to the Registrant’s Report on Form 10-K dated February 29, 2008 (File No. 001-14010). |
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| (13) | Incorporated by reference to the Registrant’s Report on Form 10-K dated February 27, 2009 (File No. 001-14010). |
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| (14) | Incorporated by reference to the Registrant’s Report on Form S-8 dated July 10, 2009 (File No. 333-160507). |
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| (15) | Incorporated by reference to the Registrant’s Report on Form 10-K dated February 26, 2010 (File No. 001-14010). |
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| (16) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated May 6, 2011 (File No. 001-14010). |
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| (17) | Incorporated by reference to the Registrant’s Report on Form S-8 dated September 5, 2012 (File No. 333-183721). |
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| (18) | Incorporated by reference to the Registrant’s Report on Form 8-K dated December 11, 2012 (File No. 001-14010). |
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| (19) | Incorporated by reference to the Registrant’s Report on Form 8-K dated December 11, 2013 (File No. 001-14010). |
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| (20) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 1, 2014 (File No. 001-14010). |
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| (21) | Incorporated by reference to the Registrant’s Report on Form 10-K dated February 27, 2015 (File No. 001-14010). |
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| (22) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated May 8, 2015 (File No. 001-14010). |
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| (23) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 7, 2015 (File No. 001-14010). |
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| (24) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 5, 2016 (File No. 001-14010). |
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| (25) | Incorporated by reference to the Registrant’s Report on Form 8-K dated December 15, 2016 (File No. 001-14010). |
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| (26) | Incorporated by reference to the Registrant’s Report on Form 10-K dated February 24, 2017 (File No. 001-14010). |
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| (27) | Incorporated by reference to the Registrant’s Report on Form 8-K dated March 27, 2017 (File No. 001-14010). |
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| (28) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 3, 2017 (File No. 001-14010). |
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| (29) | Incorporated by reference to the Registrant’s Report on Form 8-K dated December 8, 2017 (File No. 001-14010). |
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| (*) | Management contract or compensatory plan required to be filed as an Exhibit to this Form 10-K. |
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| (**) | This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filing, except to the extent the Company specifically incorporates it by reference. |
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| (b) | See Item 15 (a) (3) above. |
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| (c) | Financial Statement Schedule: |
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The following additional financial statement schedule should be considered in conjunction with the consolidated financial statements. All other schedules have been omitted because the required information is either not applicable or not sufficiently material to require submission of the schedule.
WATERS CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For each of the three years in the period ended December 31, 2017
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| | Balance at Beginning of Period | | | | Charged to Provision for Income Taxes* | | | | Other** | | | | Balance at End of Period | | |
| Valuation allowance for deferred tax assets: | | | | | | | | | | | | | | | | |
| 2017 | | $ | 61,225 | | | $ | (6,363 | ) | | $ | 7,236 | | | $ | 62,098 | |
| 2016 | | $ | 68,595 | | | $ | (5,473 | ) | | $ | (1,897 | ) | | $ | 61,225 | |
| 2015 | | $ | 82,550 | | | $ | 1,363 | | | $ | (15,318 | ) | | $ | 68,595 | |
| * | These amounts have been recorded as part of the income statement provision for income taxes. The income statement effects of these amounts have largely been offset by amounts related to changes in other deferred tax balance sheet accounts. |
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| ** | The change in the valuation allowance during the year ended December 31, 2017 is primarily due to the effect of foreign currency translation on a valuation allowance related to a net operating loss carryforward. The change in the valuation allowance during the year ended December 31, 2016 is primarily due to the effect of foreign currency translation on a valuation allowance related to a net operating loss carryforward and the release of a valuation allowance related to a foreign tax credit carryforward due to expiration. |
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