Waters (WAT) 10-K risk factor changes: FY2018 vs FY2017

The Company’s principal [removed: strategy] [added: strategies] in managing [removed: exposure] [added: exposures] to changes in foreign currency exchange rates [removed: is] [added: are] to [added: (1)] naturally hedge the foreign-currency-denominated liabilities on the Company’s balance sheet against corresponding assets of the same currency, such that any changes in liabilities due to fluctuations in foreign currency exchange rates are typically offset by corresponding changes in [removed: assets.][added: assets and (2) mitigate foreign exchange risk exposure of international operations by hedging the variability in the movement of foreign currency exchange rates on a portion of its Euro-denominated net asset investments.]

The Company does not specifically enter into any derivatives that hedge foreign-currency-denominated [added: operating] assets, liabilities or commitments on its balance sheet, other than a portion of certain third-party accounts receivable and accounts payable, and the Company’s net worldwide intercompany receivables and payables, which are eliminated in consolidation.

The Company periodically aggregates [removed: its] [added: these] net worldwide balances by currency and then enters into foreign currency exchange contracts that mature within 90 days to hedge a portion of the remaining balance to minimize some of the Company’s currency price risk exposure.

The Company’s foreign currency exchange contracts [added: and interest rate cross-currency swap agreements] included in the consolidated balance sheets are classified as follows (in thousands):

| | | December [removed: 31, 2017] [added: 31, 2018] | | | | [added: | | | |] December [removed: 31, 2016] [added: 31, 2017] | | | [added: | | | |]

| Other current assets | | $ | [removed: 566] [added: 112,212] | | | $ | [removed: 60] [added: 503] | | [added: | $ | 110,759 | | | $ | 566 | |]

| Other current liabilities | | $ | [removed: 182] [added: 40,175] | | | $ | [removed: 730] [added: 224] | | [added: | $ | 37,104 | | | $ | 182 | |]

The following is a summary of the activity included in [removed: cost of sales in] the statements of [removed: operations] [added: comprehensive income] related to the foreign currency exchange contracts (in thousands):

| | | Year Ended December 31, | | | | | | | | | | | [added: | |]

| | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | [added: | |]

| Realized [removed: gains] (losses) [added: gains] on closed contracts | | [added: Cost of sales | |] $ | [removed: 3,894] [added: (6,684] | [added: )] | | $ | [removed: (10,401] [added: 3,894] | [removed: )] | | $ | [removed: (2,601] [added: (10,401] | ) |

| Unrealized [removed: gains] (losses) [added: gains] on open contracts | | [added: Cost of sales] | [removed: 1,054] | | [added: (105] | [added: )] | [removed: (883] | [removed: )] | [added: 1,054] | | [removed: 742] | | [added: (883 | ) |]

| Cumulative net pre-tax [removed: gains] (losses) [added: gains] | | [added: Cost of sales | |] $ | [removed: 4,948] [added: (6,789] | [added: )] | | $ | [removed: (11,284] [added: 4,948] | [removed: )] | | $ | [removed: (1,859] [added: (11,284] | ) |

Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the foreign currency exchange contracts outstanding as of December 31, [removed: 2017] [added: 2018] would decrease pre-tax earnings by approximately $15 million.

As of December 31, [removed: 2017,] [added: 2018,] the carrying value of the Company’s cash and cash equivalents approximated fair value.

Investments with maturities greater than 90 days are classified as investments, and are held primarily in U.S. [removed: treasury bills, U.S.] dollar-denominated treasury bills and commercial paper, bank deposits and corporate debt securities.

As of December 31, [removed: 2017] [added: 2018] and [removed: 2016, $3,326] [added: 2017, $471] million out of [removed: $3,394] [added: $1,735] million and [removed: $2,766] [added: $3,326] million out of [removed: $2,813] [added: $3,394] million, respectively, of the Company’s total cash, cash equivalents and investments were held by foreign subsidiaries.

In addition, [removed: $304] [added: $251] million out of [removed: $3,394] [added: $1,735] million and [removed: $261] [added: $304] million out of [removed: $2,813] [added: $3,394] million of cash, cash equivalents and investments were held in currencies other than the U.S. dollar at December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively.

As of December 31, [removed: 2017,] [added: 2018,] the Company has no holdings in auction rate securities or commercial paper issued by structured investment vehicles.

Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the Company’s cash, cash equivalents and investments held in currencies other than the U.S. dollar as of December 31, [removed: 2017] [added: 2018] would decrease by approximately [removed: $30] [added: $25] million, of which the majority would be recorded to foreign currency translation in other comprehensive income within stockholders’ equity.

_Derivative Transactions_

The Company presents the derivative transactions in financing activities in the statement of cash flows.

Foreign Currency Exchange Contracts

Interest Rate Cross-Currency Swap Agreements

In 2018, the Company entered into three-year interest rate cross-currency swap derivative agreements with a notional value of $300 million to hedge the variability in the movement of foreign currency exchange rates on a portion of its Euro-denominated net asset investments.

Under hedge accounting, the change in fair value of the derivative that relates to changes in the foreign currency spot rate are recorded in the currency translation adjustment in other comprehensive income and remain in accumulated comprehensive income in stockholders’ equity until the sale or substantial liquidation of the foreign operation.

The difference between the interest rate received and paid under the interest rate cross-currency swap derivative agreement is recorded in interest income in the statement of operations.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Notional Value | | | | Fair Value | | | | Notional Value | | | | Fair Value | | |

| Foreign currency exchange contracts: | | | | | | | | | | | | | | | | |

| Interest rate cross-currency swap agreements: | | | | | | | | | | | | | | | | |

| Other assets | | $ | 300,000 | | | $ | 1,093 | | | $ | — | | | $ | — | |

| Accumulated other comprehensive income | | | | | | $ | (1,093 | ) | | | | | | $ | — | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Financial Statement Classification | | | | | | | | | | | | |

| Foreign currency exchange contracts: | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| Interest rate cross-currency swap agreements: | | | | | | | | | | | | | | |

| Interest earned | | Interest income | | $ | 2,713 | | | $ | — | | | $ | — | |

| Unrealized gains on open contracts | | Stockholders’ equity | | $ | 1,093 | | | $ | — | | | $ | — | |

Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the interest rate cross-currency swap agreements outstanding as of December 31, 2018 would increase by approximately $30 million and would be recorded to foreign currency translation in other comprehensive income within stockholders’ equity.

The related impact on interest income would not have a material effect on pre-tax earnings.

As of December 31, 2018, the Company estimates that a hypothetical adverse change of 100 basis points across all maturities would not have a material effect on the fair market value of its portfolio.

The Company is also exposed to the risk of exchange rate fluctuations.

##### [Table of Contents](#toc)

At December 31, 2017, 2016 and 2015, the Company held foreign currency exchange contracts with notional amounts totaling $147 million, $120 million and $116 million, respectively.

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For the fiscal year ended December 31, [removed: 2017][added: 2018]

| [added: Name of each exchange on which registered:] | | New York Stock Exchange, Inc. |

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

| | | [removed: (Do not check if a smaller reporting company)] | | | | Emerging growth company ☐ |

State the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of [removed: July 1, 2017: $14,672,588,076.][added: June 30, 2018: $14,912,684,699.]

Indicate the number of shares outstanding of the registrant’s common stock as of February [removed: 16, 2018: 78,784,462][added: 22, 2019: 71,512,391]

Portions of the registrant’s definitive proxy statement that will be filed for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders are incorporated by reference in Part III.

| | 1A. | | | [Risk [removed: Factors](#toc506350_2)] [added: Factors](#toc612944_2)] | | | [removed: 12] [added: 11] | |

| | 1B. | | | [Unresolved Staff [removed: Comments](#toc506350_3)] [added: Comments](#toc612944_3)] | | | [removed: 20] [added: 19] | |

| | 3. | | | [Legal [removed: Proceedings](#toc506350_5)] [added: Proceedings](#toc612944_5)] | | | 21 | |

| | 4. | | | [Mine Safety [removed: Disclosures](#toc506350_6)] [added: Disclosures](#toc612944_6)] | | | 21 | |

| | | | | [Executive Officers of the [removed: Registrant](#toc506350_7)] [added: Registrant](#toc612944_7)] | | | 21 | |

| | 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#toc506350_8)] [added: Securities](#toc612944_8)] | | | 23 | |

| | 6. | | | [Selected Financial [removed: Data](#toc506350_9)] [added: Data](#toc612944_9)] | | | 26 | |

| | 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#toc506350_10)] [added: Operations](#toc612944_10)] | | | 27 | |

| | 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#toc506350_11)] [added: Risk](#toc612944_11)] | | | [removed: 45] [added: 46] | |

| | 8. | | | [Financial Statements and Supplementary [removed: Data](#toc506350_12)] [added: Data](#toc612944_12)] | | | [removed: 47] [added: 49] | |

| | 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#toc506350_13)] [added: Disclosure](#toc612944_13)] | | | [removed: 94] [added: 98] | |

| | 9A. | | | [Controls and [removed: Procedures](#toc506350_14)] [added: Procedures](#toc612944_14)] | | | [removed: 94] [added: 98] | |

| | 9B. | | | [Other [removed: Information](#toc506350_15)] [added: Information](#toc612944_15)] | | | [removed: 94] [added: 98] | |

| | 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#toc506350_16)] [added: Governance](#toc612944_16)] | | | [removed: 95] [added: 99] | |

| | 11. | | | [Executive [removed: Compensation](#toc506350_17)] [added: Compensation](#toc612944_17)] | | | [removed: 95] [added: 99] | |

| | 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc506350_18)] [added: Matters](#toc612944_18)] | | | [removed: 95] [added: 99] | |

| | 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#toc506350_19)] [added: Independence](#toc612944_19)] | | | [removed: 96] [added: 100] | |

| | 14. | | | [Principal Accountant Fees and [removed: Services](#toc506350_20)] [added: Services](#toc612944_20)] | | | [removed: 96] [added: 100] | |

| | 15. | | | [Exhibits and Financial Statement [removed: Schedules](#toc506350_21)] [added: Schedules](#toc612944_21)] | | | [removed: 97] [added: 101] | |

| | 16. | | | [Form 10-K [removed: Summary](#toc506350_22)] [added: Summary](#toc612944_22)] | | | [removed: 101] [added: 105] | |

[removed: Waters Corporation (the “Company”) is a specialty measurement company that] [added: The Company] has pioneered analytical workflow solutions involving liquid chromatography, mass spectrometry and thermal analysis innovations serving the life, materials and food sciences for [removed: nearly] [added: more than] 60 years.

The Company primarily designs, manufactures, sells and services high performance liquid chromatography (“HPLC”), ultra performance liquid chromatography [removed: (“UPLC®”] [added: (“UPLCTM”] and together with HPLC, referred to as “LC”) and mass spectrometry (“MS”) technology systems and support products, including chromatography columns, other consumable products and comprehensive post-warranty service plans.

In addition, the Company designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments through its [removed: TA®] [added: TATM] product line.

The Company’s products are used by [removed: life science,] pharmaceutical, biochemical, industrial, nutritional safety, environmental, academic and governmental customers working in research and development, quality assurance and other laboratory applications.

As a result of this evaluation, the Company determined that it has two operating segments: [removed: Waters®] [added: WatersTM] and [removed: TA®.][added: TATM.]

The Waters operating segment is primarily in the business of designing, manufacturing, [removed: distributing] [added: selling] and servicing LC and MS instrument systems, columns and other precision chemistry consumables that can be integrated and used along with other analytical instruments.

The TA operating segment is primarily in the business of designing, manufacturing, [removed: distributing] [added: selling] and servicing thermal analysis, rheometry and calorimetry instruments.

Information concerning revenues and long-lived assets attributable to each of the Company’s products, services and geographic areas is set forth in Note [removed: 16] [added: 17] in the Notes to the Consolidated Financial Statements, which is incorporated herein by reference.

In 2004, Waters introduced a novel technology that the Company describes as ultra performance liquid chromatography that utilizes a packing material with small, uniform diameter particles and a specialized instrument, the ACQUITY [removed: UPLC®,] [added: UPLCTM,] to accommodate the increased pressure and narrower chromatographic bands that are generated by these small and tightly packed particles.

The Company believes that its ACQUITY UPLC lines of columns are used primarily on its [removed: ACQUITY UPLC instrument systems and, furthermore, that its ACQUITY UPLC instruments primarily use ACQUITY UPLC columns.]

In 2016, the Company continued to expand its column chemistry capabilities through the introduction of [removed: CORTECS®] [added: CORTECSTM] C8, [removed: CORTECS®] [added: CORTECSTM] Phenyl, [removed: CORTECS®] [added: CORTECSTM] T3 and [removed: CORTECS®] [added: CORTECSTM] Shield RP18.

The Company is a technology and market leader in the development, manufacture, sale and [removed: distribution] [added: service] of MS instruments and components.

These products supply a diverse market with a strong emphasis on the [removed: life science,] pharmaceutical, biomedical, clinical, food and beverage and environmental market segments worldwide.

10-K 1 d612944d10k.htm 10-K

| | 1. | | | [Business](#toc612944_1) | | | 1 | |

| | 2. | | | [Properties](#toc612944_4) | | | 20 | |

| | | | | [Signatures](#toc612944_23) | | | 106 | |

Waters Corporation (the “Company,” “we,” “our,” or “us”) is a specialty measurement company that operates with a fundamental underlying purpose to advance the science that enables our customers to enhance human health and well-being.

In 2018, the Company introduced the ACQUITYTM ARCTM Bio System, a versatile, iron-free, bio-inert, quaternary liquid chromatograph specifically engineered to improve bioseparation analytical methods.

The Company also introduced the ACQUITYTM UPLCTM PLUS series in 2018, consisting of the H-Class PLUS, H-Class PLUS Bio and I-Class PLUS systems, which incorporate foundational enhancements into the legacy systems.

ACQUITY UPLC instrument systems and, furthermore, that its ACQUITY UPLC instruments primarily use ACQUITY UPLC columns.

In 2018, the Company introduced the BioResolveTM RP mAb Polyphenyl columns, which improve the consistency and reliability of the overly complex separations of monoclonal antibodies and antibody-drug conjugates.

In 2018, the Company introduced the VICAMTM BPATestTM, which provides a sensitive, precise determination of Bisphenol A in as little as ten minutes.

VICAM also introduced a user-friendly lateral flow zearalenone strip test, the Zearala-V AQUATM in 2018.

In 2018, the Company introduced the DART QDaTM system with LiveIDTM, a direct-from-sample analytical system that verifies sample authenticity or adulteration, specifically for food applications.

The Company also introduced the XevoTM TQ-GC mass spectrometer in 2018, which allows laboratories to meet and exceed low part-per-billion limits of detection when

quantifying pesticide residues and other contaminants in food using GC-MS/MS methods set forth by worldwide regulatory agencies/authorities.

In addition, the Company introduced the RenataDXTM screening system, a flow-injection tandem mass spectrometry system for rapid high-throughput analysis of extracted dried blood spots and other human biological matrices.

In 2018, the Company announced new analysis capabilities across a variety of molecules by integrating UNIFI acquired data from the Company’s VionTM IMS QTofTM or Xevo GS XS mass spectrometers with Molecular Discovery’s Mass-MetaSite and WebMetabase processing software.

In 2017, TA introduced the Discovery SDT 650, which provides a true simultaneous measurement of weight change and differential heat flow using advanced technologies, such as dual sample TGA, modulated DSC and modulated and hi-resolution TGA.

Regulation and the European In-Vitro Diagnostic Directive).

In February 2018, the Company’s Board of Directors approved expanding its Taunton location and anticipates spending an estimated $215 million to build and equip this new state-of-the-art manufacturing facility.

The Company has spent $11 million on this facility through the end of 2018.

each of its three primary technologies.

for more information on the potential significance of climate change legislation.

| | • | | Current global economic, sovereign and political conditions and uncertainties, particularly regarding the effect of new or proposed tariff or trade regulations; the U.K. voting to exit the European Union as well as the Chinese government’s ongoing tightening of restrictions on procurement by government-funded customers; the Company’s ability to access capital and maintain liquidity in volatile market conditions; |

However, there can be no assurance that the Company will effectively forecast customer demand and appropriately allocated research and development expenditures to products with high growth and high margin prospects.

The Company’s corporate strategy is fundamentally based on winning through organic innovation and deep application expertise.

The Company manufactures LC instruments at facilities in Milford, Massachusetts and through a subcontractor in Singapore; precision chemistry separation columns at its facilities in Taunton, Massachusetts and Wexford,

laundering and data privacy.

foreign earnings that have not been previously taxed.

During 2018, the Internal Revenue Service issued proposed regulations with respect to the transition tax and other new areas of the Tax Reform law that impact the 2018 tax provision.

The Company anticipates additional proposed regulations, and the final versions of the currently proposed regulations could clarify or change the interpretation of the new laws.

As permitted by the SEC Staff Accounting Bulletin No. 118, the Company completed its analysis and calculation of the 2017 Tax Act federal and state transition tax liability during 2018, which remained significantly unchanged.

The Company has conducted a post-tax reform evaluation of its capital allocation strategy and is currently planning to use its existing cash, cash equivalents and investments, cash flow from operations and available debt capacity to repurchase up to $4 billion of the Company’s common stock over the next two years.

transfer all or substantially all of the Company’s assets.

In 2017, the Company was not able to determine with certainty the country of origin of some of the conflict minerals in its manufactured products.

The Company is in the process of evaluating its 2018 supply chain, and the Company plans to file its 2018 Form SD with the SEC in May 2019.

In December 2018, the Company settled a frozen U.S. defined benefit pension plan by making lump-sum cash payments and purchasing annuity contracts for participants to permanently extinguish the pension plan’s obligations.

This plan was the Company’s largest defined benefit pension plan.

| Franklin, MA | | D | | Leased |

| | | | | | | |

Robert G.

10-K 1 d506350d10k.htm 10-K

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | 1. | | | [Business](#toc506350_1) | | | 1 | |

| | 2. | | | [Properties](#toc506350_4) | | | 20 | |

| | | | | [Signatures](#toc506350_23) | | | 102 | |

In 2015, the Company introduced the ACQUITY® Arc System and its enabling Arc Multi-flow pathTM technology, which bridges the gap between HPLC and UPLC by emulating a variety of HPLC systems without altering the method’s gradient table and enabling improved chromatographic performance of methods by leveraging 2.5-2.7 micron particle column technologies.

In 2015, the Company introduced the Oasis® PRiME HLB cartridges, which process

samples up to 40% faster and deliver samples that are up to 70% cleaner with fewer LC-MS matrix effects than samples prepared using other extraction techniques.

In addition, the ACQUITY UPLC® Glycoprotein BEH Amide columns were introduced in 2015 to help biopharmaceutical companies to better understand where glycan groups (bonded sugars) are located within the therapeutic proteins they are developing and manufacturing.

In 2015, the Company introduced the GlycoWorks® _Rapi_Fluor-MS® N-Glycan Kit, which enables fast de-glycosylation and labeling, reduces sample preparation time and allows mass detection for characterization and development with enhanced sensitivity.

In November 2015, the Company acquired all of the outstanding stock of MPE Orbur Group Limited and its sole operating subsidiary, Midland Precision Equipment Company, Ltd. (“MPE”), a manufacturer of MS

instrumentation components, for $12 million, net of cash acquired.

MPE is a highly skilled manufacturer and former Waters supplier that produces critical components that support the Company’s MS instrument systems.

In 2015, the Company’s introduction of the Vion IMS Q-Tof Mass Spectrometer marks the first Waters mass spectrometer to be fully supported on UNIFI.

In 2015, TA introduced the TAM IV and TAM IV-48, which extend the operating temperature range (4°C to 150°C) with long-term temperature stability for measuring processes.

In 2015, TA also introduced the Affinity ITC and ITC Auto, which are designed for the most challenging life science laboratory environments that require high sensitivity, high productivity and the most advanced isothermal titration calorimetry.

In 2017, TA introduced the Discovery SDT 650, which is a simultaneous differential scanning calorimeter/thermogravimetric analyzer and, we believe, the only system capable of simultaneous DSC/TGA measurement.

In May 2015, the Company acquired the net assets of the ElectroForce® business of the Bose Corporation (“ElectroForce”), a manufacturer of testing systems, for $9 million in cash.

ElectroForce’s core business is the manufacturing of dynamic mechanical testing systems used to characterize medical devices, biologic and engineered materials.

The ElectroForce test instruments are based on unique motor designs that are quiet, energy-efficient and scalable, while delivering precise performance over a wide range of force and frequency.

The

The public may read and copy any materials the Company files or furnishes with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549.

The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

“intends”, “suggests”, “appears”, “estimates”, “projects”, “should” and similar expressions, whether in the negative or affirmative.

and biotechnology industries, which may be periodically subject to unfavorable market conditions and consolidations.

The Company vigorously protects its intellectual property rights and seeks patent coverage on all developments that it regards as material and patentable.

compliance risks.

As a result, the Company’s historical unremitted foreign earnings were deemed repatriated in 2017 and the Company incurred a $550 million estimated tax provision, which primarily consisted of an estimated Transition

The final impact of the 2017 Tax Act may differ from these estimates, due to, among other things, changes in interpretations, analysis and assumptions made by the Company, additional guidance that may be issued by the U.S. Department of the Treasury and tax planning actions that the Company may undertake.

We will continue to evaluate our assertions, including intentions and plans, on the cumulative historical outside basis differences, not related to the unremitted earnings that were taxed, in our foreign subsidiaries as of December 31, 2017.

In accordance with authoritative guidance issued by the SEC, we expect to finalize our analysis and accounting related to the toll charge, deferred tax assets and liabilities and any remaining outside basis differences in our foreign subsidiaries during the measurement period; however, there can be no assurance given that these amounts will not need to be revised in the future, affecting the future financial condition and results of operations of the Company.

Going forward, the Company estimates that its effective tax rate will increase approximately one to three percentage points in the future; however, there can be no assurance given that the estimated future effective income tax rate increase will not be different and there can be no assurances that it will not have a material impact on the Company’s results of operations or financial condition.

cash and revolving credit facility, (3) the ability to expand the Company’s borrowing capacity and (4) other sources of capital obtained at an acceptable cost.

conflict minerals, which may be contained in the Company’s products, are mined from the Democratic Republic of the Congo and adjoining countries.

these countries.

| Ede, Netherlands | | M, R, S, D, A | | Leased |

David A.

Prior to joining Waters Corporation, he worked as Vice President and General Manager of Operations for Perkin-Elmer Instruments.

Previously, he held a variety of executive positions at Goodrich Aerospace, Honeywell Aerospace and Textron Corporation.

Based on our evaluation under the framework in _Internal Control_ _— Integrated Framework (2013)_, our management, including our chief executive officer and chief financial officer, concluded that our internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

We have audited the accompanying consolidated balance sheets of Waters Corporation and its subsidiaries [added: (the “Company”)] as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2017] [added: 2018] appearing under Item 15(c) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in [removed: _Internal] [added: Internal] Control — Integrated [removed: Framework_] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended December 31, [removed: 2017] [added: 2018] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in [removed: _Internal] [added: Internal] Control — Integrated [removed: Framework_] [added: Framework] (2013) issued by the COSO.

As discussed in Note [removed: 2] [added: 10] to the consolidated financial statements, the Company changed the manner in which it accounts for share-based payment transactions in 2017.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [removed: (“PCAOB”)] [added: (PCAOB)] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

[added: |] WATERS CORPORATION AND SUBSIDIARIES [added: | | | | | | | | | | | | |]

| | | [added: 2018 | | | |] 2017 | | | | 2016 | | |

| Cash and cash equivalents [added: at beginning of period] | | [removed: $] | 642,319 | | | [removed: $] | 505,631 | | [added: | | 487,665 | |]

| Investments | | | [removed: 2,751,382] [added: 938,944] | | | | [removed: 2,307,401] [added: 2,751,382] | |

| Accounts receivable, net | | | [removed: 533,825] [added: 568,316] | | | | [removed: 489,340] [added: 533,825] | |

| Inventories | | | [removed: 270,294] [added: 291,569] | | | | [removed: 262,682] [added: 270,294] | |

| Other current assets | | | [removed: 72,314] [added: 68,054] | | | | [removed: 70,391] [added: 72,314] | |

| Total current assets | | | [removed: 4,270,134] [added: 2,663,163] | | | | [removed: 3,635,445] [added: 4,270,134] | |

| Property, plant and equipment, net | | | [removed: 349,278] [added: 343,083] | | | | [removed: 337,118] [added: 349,278] | |

| Intangible assets, net | | | [removed: 228,395] [added: 246,902] | | | | [removed: 207,055] [added: 228,395] | |

| Goodwill | | | [removed: 359,819] [added: 355,614] | | | | [removed: 352,080] [added: 359,819] | |

| Other assets | | | [removed: 116,728] [added: 118,664] | | | | [removed: 130,361] [added: 116,728] | |

| Total assets | | $ | [removed: 5,324,354] [added: 3,727,426] | | | $ | [removed: 4,662,059] [added: 5,324,354] | |

| Notes payable and debt | | $ | [removed: 100,273] [added: 178] | | | $ | [removed: 125,297] [added: 100,273] | |

| Accounts payable | | | [removed: 64,537] [added: 68,168] | | | | [removed: 67,740] [added: 64,537] | |

| Accrued employee compensation | | | [removed: 69,024] [added: 64,545] | | | | [removed: 57,465] [added: 69,024] | |

| Deferred revenue and customer advances | | | [removed: 166,840] [added: 164,965] | | | | [removed: 148,837] [added: 166,840] | |

| Accrued income taxes | | | [removed: 73,008] [added: 22,943] | | | | [removed: 15,244] [added: 73,008] | |

| Accrued warranty | | | [removed: 13,026] [added: 12,300] | | | | [removed: 13,391] [added: 13,026] | |

| Other current liabilities | | | [removed: 119,449] [added: 115,832] | | | | [removed: 92,347] [added: 119,449] | |

| Total current liabilities | | | [removed: 606,157] [added: 448,931] | | | | [removed: 520,321] [added: 606,157] | |

| Long-term debt | | | [removed: 1,897,501] [added: 1,148,172] | | | | [removed: 1,701,966] [added: 1,897,501] | |

| Long-term portion of retirement benefits | | | [removed: 67,334] [added: 55,853] | | | | [removed: 72,568] [added: 67,334] | |

| Long-term income tax liabilities | | | [removed: 456,949] [added: 430,866] | | | | [removed: 10,458] [added: 456,949] | |

| Other long-term liabilities | | | [removed: 62,625] [added: 76,346] | | | | [removed: 54,797] [added: 62,625] | |

| Total long-term liabilities | | | [removed: 2,484,409] [added: 1,711,237] | | | | [removed: 1,839,789] [added: 2,484,409] | |

| Total liabilities | | | [removed: 3,090,566] [added: 2,160,168] | | | | [removed: 2,360,110] [added: 3,090,566] | |

| Commitments and contingencies (Notes [removed: 5, 8,] [added: 6,] 9, 10, [removed: 11] [added: 11, 12] and [removed: 15)] [added: 16)] | | | | | | | | |

| Preferred stock, par value $0.01 per share, 5,000 shares authorized, none issued at December 31, [removed: 2017] [added: 2018] and December 31, [removed: 2016] [added: 2017] | | | — | | | | — | |

| Common stock, par value $0.01 per share, 400,000 shares authorized, [removed: 159,845] [added: 160,472] and [removed: 158,634] [added: 159,845] shares issued, [removed: 79,337] [added: 73,115] and [removed: 80,023] [added: 79,337] shares outstanding at December 31, [removed: 2017] [added: 2018] and December 31, [removed: 2016,] [added: 2017,] respectively | | | [removed: 1,598] [added: 1,605] | | | | [removed: 1,586] [added: 1,598] | |

| Additional paid-in capital | | | [removed: 1,745,088] [added: 1,834,741] | | | | [removed: 1,607,241] [added: 1,745,088] | |

| Retained earnings | | | [removed: 5,405,380] [added: 5,995,205] | | | | [removed: 5,385,069] [added: 5,405,380] | |

| Cash and cash equivalents | | $ | 796,280 | | | $ | 642,319 | |

| Selling and administrative expenses | | | 536,902 | | | | 544,363 | | | | 512,331 | |

| Total costs and operating expenses | | | 1,680,155 | | | | 1,646,880 | | | | 1,542,384 | |

| Operating income | | | 739,774 | | | | 662,198 | | | | 625,039 | |

| Other expense | | | (47,794 | ) | | | (340 | ) | | | (700 | ) |

| Net income | | $ | 593,794 | | | $ | 20,311 | | | $ | 521,503 | |

| Amounts reclassified to other expense | | | 48,792 | | | | 3,948 | | | | 3,263 | |

| Net income | | $ | 593,794 | | | $ | 20,311 | | | $ | 521,503 | |

| Adoption of new accounting pronouncement | | | — | | | | — | | | | — | | | | (3,969 | ) | | | — | | | | — | | | | (3,969 | ) |

| Net income | | | — | | | | — | | | | — | | | | 593,794 | | | | — | | | | — | | | | 593,794 | |

| Stock options exercised | | | 438 | | | | 5 | | | | 44,550 | | | | — | | | | — | | | | — | | | | 44,555 | |

| Treasury stock | | | — | | | | — | | | | — | | | | — | | | | (1,338,111 | ) | | | — | | | | (1,338,111 | ) |

| Balance December 31, 2018 | | | 160,472 | | | $ | 1,605 | | | $ | 1,834,741 | | | $ | 5,995,205 | | | $ | (6,146,322 | ) | | $ | (117,971 | ) | | $ | 1,567,258 | |

Waters Corporation (the “Company,” “we,” “our,” or “us”) is a specialty measurement company that operates with a fundamental underlying purpose to advance the science that enables our customers to enhance human health and well-being.

The Company has very limited use of rebates and other cash considerations payable to customers and, as a result, the transaction price determination does not have any material variable consideration.

| December 31, 2018 | | $ | 6,109 | | | $ | 6,333 | | | $ | (4,779 | ) | | $ | 7,663 | |

| December 31, 2017 | | $ | 5,141 | | | $ | 3,752 | | | $ | (2,784 | ) | | $ | 6,109 | |

| December 31, 2016 | | $ | 4,617 | | | $ | 2,399 | | | $ | (1,875 | ) | | $ | 5,141 | |

Historically, the Company has not experienced significant bad debt losses.

As part of the 2017 Tax Act, there is a provision for the taxation of certain off-shore earnings referred to as the Global Intangible Low-Taxed Income (“GILTI”) provision.

This new provision taxes off-shore earnings at a rate of 10.5%, partially offset with foreign tax credits.

In connection with this new provision, the Company has adopted an accounting policy to treat this new tax as a current period cost.

For goodwill impairment review purposes, the

During the year ended December 31, 2018, the Company made $8 million of investments in unaffiliated companies.

| Time deposits | | | 108,638 | | | | — | | | | 108,638 | | | | — | |

| Foreign currency exchange contracts | | | 503 | | | | — | | | | 503 | | | | — | |

| Interest rate cross-currency swap agreements | | | 1,093 | | | | — | | | | 1,093 | | | | — | |

| Total | | $ | 1,034,175 | | | $ | 33,104 | | | $ | 1,001,071 | | | $ | — | |

| Foreign currency exchange contracts | | | 224 | | | | — | | | | 224 | | | | — | |

| Total | | $ | 2,700 | | | $ | — | | | $ | 224 | | | $ | 2,476 | |

Although there

The Company presents the derivative transactions in financing activities in the statement of cash flows.

Interest Rate Cross-Currency Swap Agreements

In 2018, the Company entered into three-year interest rate cross-currency swap derivative agreements with a notional value of $300 million to hedge the variability in the movement of foreign currency exchange rates on a portion of its Euro-denominated net asset investments.

Under hedge accounting, the change in fair value of the derivative that relates to changes in the foreign currency spot rate are recorded in the currency translation adjustment in other comprehensive income and remain in accumulated comprehensive income in stockholders’ equity until the sale or substantial liquidation of the foreign operation.

The difference between the interest rate received and paid under the interest rate cross-currency swap derivative agreement is recorded in interest income in the statement of operations.

| Interest rate cross-currency swap agreements: | | | | | | | | | | | | | | | | |

| Other assets | | $ | 300,000 | | | $ | 1,093 | | | $ | — | | | $ | — | |

| Accumulated other comprehensive income | | | | | | $ | (1,093 | ) | | | | | | $ | — | |

| | | | | | | | | | | | | | | |

| February 27, 2018 |

| Selling and administrative expenses | | | 544,703 | | | | 513,031 | | | | 495,747 | |

| Total costs and operating expenses | | | 1,647,220 | | | | 1,543,084 | | | | 1,474,881 | |

| Operating income | | | 661,858 | | | | 624,339 | | | | 567,451 | |

| Cash and cash equivalents at beginning of period | | | 505,631 | | | | 487,665 | | | | 422,177 | |

| Balance December 31, 2014 | | | 156,716 | | | $ | 1,567 | | | $ | 1,392,494 | | | $ | 4,394,513 | | | $ | (3,815,203 | ) | | $ | (78,705 | ) | | $ | 1,894,666 | |

| Net income | | | — | | | | — | | | | — | | | | 469,053 | | | | — | | | | — | | | | 469,053 | |

| Stock options exercised | | | 727 | | | | 7 | | | | 46,557 | | | | — | | | | — | | | | — | | | | 46,564 | |

| Tax benefit related to stock option plans | | | — | | | | — | | | | 12,955 | | | | — | | | | — | | | | — | | | | 12,955 | |

| Treasury stock | | | — | | | | — | | | | — | | | | — | | | | (334,705 | ) | | | — | | | | (334,705 | ) |

Past due balances over

The allowance for sales returns is the best estimate of the amount of future product returns related to current period revenue and is based on historical experience.

| | | | | | | | | | | | | | | | | |

| 2017 | | $ | 8,657 | | | $ | 9,059 | | | $ | (8,386 | ) | | $ | 9,330 | |

| 2016 | | $ | 7,496 | | | $ | 6,912 | | | $ | (5,751 | ) | | $ | 8,657 | |

| 2015 | | $ | 7,179 | | | $ | 6,739 | | | $ | (6,422 | ) | | $ | 7,496 | |

Whenever events or circumstances indicate that the carrying amount of an asset

This investment was accounted for under the cost method of accounting.

| Time deposits | | | 199,906 | | | | — | | | | 199,906 | | | | — | |

| Total | | $ | 2,463,209 | | | $ | 30,954 | | | $ | 2,432,255 | | | $ | — | |

| Total | | $ | 3,737 | | | $ | — | | | $ | 730 | | | $ | 3,007 | |

receivable and accounts payable, and the Company’s net worldwide intercompany receivables and payables, which are eliminated in consolidation.

At December 31, 2017, 2016 and 2015, the Company held foreign currency exchange contracts with notional amounts totaling $147 million, $120 million and $116 million, respectively.

As of December 31, 2017, the Company repurchased an aggregate of 5.5 million shares at a cost of $750 million under the May 2014 repurchase program, which is now completed.

As of December 31, 2017, the Company repurchased an aggregate of 1.1 million shares at a cost of $200 million under the May 2017 repurchase program and has a total of $800 million authorized for future repurchases.

Sales of products and services are generally recorded based on product shipment and performance of service, respectively.

Revenue is recognized when all of the following revenue recognition criteria are met: persuasive evidence of an arrangement exists; delivery or performance has occurred; the vendor’s fee is fixed or determinable; collectibility

is reasonably assured and, if applicable, upon acceptance when acceptance criteria with contractual cash holdback are specified.

Product shipments and service contracts are not recorded as revenue until a valid purchase order or master agreement is received, specifying fixed terms and prices.

The Company generally recognizes product revenue when legal title has transferred and risk of loss passes to the customer.

The Company generally structures its sales arrangements as shipping point or international equivalent and, accordingly, recognizes revenue upon shipment.

The Company’s method of revenue recognition for certain products requiring installation is accounted for in accordance with multiple-element revenue recognition accounting standards.

With respect to the installation obligations, the larger of the contractual cash holdback or the best estimate of selling price of the installation service is deferred when the product is shipped and revenue is recognized as a multiple-element arrangement when installation is complete.

The amount of the service contract is amortized ratably to revenue over the instrument maintenance period.

No revenue is recognized until all revenue recognition criteria have been met.

Sales of standalone software are accounted for in accordance with the accounting standards for software revenue recognition.

Software license revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, collection is probable, and there are no significant post-delivery obligations remaining.

The revenue associated with the software maintenance contract is recognized ratably over the maintenance term.

The Company uses the residual method to allocate software revenue when a transaction includes multiple elements and vendor specific objective evidence of fair value of undelivered elements exists.

Under the residual method, the fair value of the undelivered element (maintenance) is deferred and the remaining portion of the arrangement fee is allocated to the delivered element (software license) and recognized as revenue.

The Company’s chief executive officer and chief financial officer (principal executive [added: officer] and principal financial officer), with the participation of management, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report on Form 10-K.

Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2017] [added: 2018] (1) to ensure that information required to be disclosed by the Company, including its consolidated subsidiaries, in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, to allow timely decisions regarding the required disclosure and (2) to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

See Management’s Report on Internal Control Over Financial Reporting in Item 8 on page [removed: 47] [added: 49] of this Form 10-K.

See the report of PricewaterhouseCoopers LLP in Item 8 on page [removed: 48] [added: 50] of this Form 10-K.

No change was identified in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, [removed: 2017] [added: 2018] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Information regarding the Company’s directors and any material changes to the process by which security holders may recommend nominees to the Board of Directors is contained in the definitive proxy statement for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders under the headings “Election of Directors”, “Directors Meetings and Board Committees”, “Corporate Governance”, “Report of the Audit Committee of the Board of Directors” and “Compensation of Directors and Executive Officers”.

Information regarding compliance with Section 16(a) of the Exchange Act is contained in the Company’s definitive proxy statement for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders under the heading “Section 16(a) Beneficial Ownership Reporting Compliance”.

Information regarding the Company’s Audit Committee and Audit Committee Financial Expert is contained in the definitive proxy statement for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders under the headings “Report of the Audit Committee of the Board of Directors” and “Directors Meetings and Board Committees”.

The Company has adopted a [added: Global] Code of Business Conduct [removed: and] [added: &] Ethics (the “Code”) that applies to all of the Company’s employees (including its executive officers) and directors and that is in compliance with Item 406 of Regulation S-K.

The Company’s corporate governance guidelines and the charters of the audit committee, compensation committee, [added: finance committee] and nominating and corporate governance committee of the Board of Directors are available on the Company’s website, www.waters.com, under the caption “Corporate Governance”.

This information is contained in the Company’s definitive proxy statement for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders under the headings “Compensation of Directors and Executive Officers”, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report”.

Except for the Equity Compensation Plan information set forth below, this information is contained in the Company’s definitive proxy statement for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders under the heading “Security Ownership of Certain Beneficial Owners and Management”.

The following table provides information as of December 31, [removed: 2017] [added: 2018] about the Company’s common stock that may be issued upon the exercise of options, warrants, and rights under its existing equity compensation plans (in thousands):

| | | Number of Securities to be Issued Upon [removed: Exercise of] [added: Exercise of] Outstanding [removed: Options, Warrants] [added: Options, Warrants] and Rights (1) | | | | [removed: Weighted-Average Exercise] [added: Weighted-Average Exercise] Price [removed: of Outstanding Options, Warrants] [added: of Outstanding Options, Warrants] and Rights (1) | | | | Number of Securities Remaining Available [removed: for Future] [added: for Future] Issuance [removed: Under Equity Compensation Plans (excluding securities] [added: Under Equity Compensation Plans (excluding securities] reflected [removed: in column] [added: in column] (A)) | | |

| Equity compensation plans approved by security holders | | | [removed: 2,521] [added: 2,234] | | | $ | [removed: 124.41] [added: 142.47] | | | | [removed: 3,346] [added: 3,005] | |

| (1) | Column (a) includes an aggregate of [removed: 482 thousand ordinary] [added: 444] shares [added: of common stock] to be issued upon settlement of restricted stock, restricted stock units and performance stock units. The weighted-average share price in column (b) does not take into account restricted stock, restricted stock units or performance stock units, which do not have an exercise price. |

See Note [removed: 12,] [added: 13,] Stock-Based Compensation, in the Notes to Consolidated Financial Statements for a description of the material features of the Company’s equity compensation plans.

| Total | | | 2,234 | | | $ | 142.47 | | | | 3,005 | |

Item 13: _Certain Relationships and Related Transactions and Director Independence_

This information is contained in the Company’s definitive proxy statement for the 2019 Annual Meeting of Stockholders under the headings “Directors Meetings and Board Committees”, “Corporate Governance” and “Compensation of Directors and Executive Officers”.

Such information is incorporated herein by reference.

| Total | | | 2,521 | | | $ | 124.41 | | | | 3,346 | |

This information is contained in the Company’s definitive proxy statement for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders under the headings “Ratification of Selection of Independent Registered Public Accounting Firm” and “Report of the Audit Committee of the Board of Directors”.

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 [removed: 50] [added: 52] to [removed: 93.][added: 97.]

The report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, dated February [removed: 27, 2018,] [added: 26, 2019,] is set forth on page [removed: 48] [added: 50] of this Form 10-K.

| 10.12 | | [Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Eugene G. [removed: Cassis.(23)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312515282127/d84496dex102.htm)] [added: Cassis.(21)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312515067900/d849246dex1014.htm)] |

| 10.31 | | [Form of Waters 2012 Performance Stock Unit Award [removed: Agreement.(25)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312516672751/d207602dex101.htm)] [added: Agreement.(25)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312516794165/d300697dex101.htm)] |

| 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 [removed: thereto.](https://www.sec.gov/Archives/edgar/data/1000697/000119312518060830/d506350dex1036.htm)] [added: thereto.(30)](http://www.sec.gov/Archives/edgar/data/1000697/000119312518060830/d506350dex1036.htm)] |

| 21.1 | | [Subsidiaries of Waters [removed: Corporation.](https://www.sec.gov/Archives/edgar/data/1000697/000119312518060830/d506350dex211.htm)] [added: Corporation.](https://www.sec.gov/Archives/edgar/data/1000697/000119312519051872/d612944dex211.htm)] |

| 23.1 | | [Consent of PricewaterhouseCoopers LLP, an independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/1000697/000119312518060830/d506350dex231.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/1000697/000119312519051872/d612944dex231.htm)] |

| 31.1 | | [Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1000697/000119312518060830/d506350dex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1000697/000119312519051872/d612944dex311.htm)] |

| 31.2 | | [Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1000697/000119312518060830/d506350dex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1000697/000119312519051872/d612944dex312.htm)] |

| 32.1 | | [Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.()](https://www.sec.gov/Archives/edgar/data/1000697/000119312518060830/d506350dex321.htm)] [added: 2002.()](https://www.sec.gov/Archives/edgar/data/1000697/000119312519051872/d612944dex321.htm)] |

| 32.2 | | [Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.()](https://www.sec.gov/Archives/edgar/data/1000697/000119312518060830/d506350dex322.htm)] [added: 2002.()](https://www.sec.gov/Archives/edgar/data/1000697/000119312519051872/d612944dex322.htm)] |

| 101 | | The following materials from Waters Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2017,] [added: 2018,] formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity and (vi) Notes to Consolidated Financial Statements. |

For each of the three years in the period ended December 31, [removed: 2017][added: 2018]

| | The change in the valuation allowance during the year ended December 31, [removed: 2017] [added: 2018] is primarily due to the [removed: effect] [added: write-off] of [removed: foreign currency translation on] a valuation allowance [added: to Retained Earnings for the tax effect] related to [removed: a net operating loss carryforward.] [added: intra-entity asset transfers.] The change in the valuation allowance during the [removed: year] [added: years] ended December 31, [added: 2017 and] 2016 is primarily due to the effect of foreign currency translation on a valuation allowance related to a net operating loss [removed: carryforward and] [added: carryforward. In addition, 2016 includes] the release of a valuation allowance related to a foreign tax credit carryforward due to expiration. |

| 10.37 | | [First Amendment to the 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.](https://www.sec.gov/Archives/edgar/data/1000697/000119312519051872/d612944dex1037.htm) |

| 10.38 | | [Second Amendment to the Note Purchase Agreement, dated as of February 1, 2010](https://www.sec.gov/Archives/edgar/data/1000697/000119312519051872/d612944dex1038.htm). |

| 10.39 | | [First Amendment to the Note Purchase Agreement, dated as of March 15, 2011](https://www.sec.gov/Archives/edgar/data/1000697/000119312519051872/d612944dex1039.htm). |

| 10.40 | | [First Amendment to the Note Purchase Agreement, dated as of June 30, 2014](https://www.sec.gov/Archives/edgar/data/1000697/000119312519051872/d612944dex1040.htm). |

| 10.41 | | [First Amendment to the Note Purchase Agreement, dated as of May 12, 2016](https://www.sec.gov/Archives/edgar/data/1000697/000119312519051872/d612944dex1041.htm). |

| | | |

| | | |

| | | |

| | | |

| | | |

| (30) | Incorporated by reference to the Registrant’s Report on Form 10-K dated February 27, 2018 (File No. 001-14010). |

| 2018 | | $ | 62,098 | | | $ | (2,128 | ) | | $ | (6,077 | ) | | $ | 53,893 | |

| --- | --- |

| 2015 | | $ | 82,550 | | | $ | 1,363 | | | $ | (15,318 | ) | | $ | 68,595 | |

Date: February [removed: 27, 2018][added: 26, 2019]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 27, 2018.][added: 26, 2019.]

| /S/ CHRISTOPHER J. O’CONNELL | | Chairman of the Board of [removed: Directors, President] [added: Directors] and Chief |

| /S/ LINDA BADDOUR | | Director |

| Linda Baddour | | |

| /S/ GARY HENDRICKSON | | Director |

| Gary Hendrickson | | |

| | | |

| | | |

This information is contained in the Company’s definitive proxy statement for the 2018 Annual Meeting of Stockholders under the headings “Directors Meetings and Board Committees”, “Corporate Governance” and “Compensation of Directors and Executive Officers”.

Such information is incorporated herein by reference.