filings.toolsWaters (WAT) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence.
Item 1A23 rewritten76 added4 removed151 unchanged
All filing items1,020 rewritten1,354 added840 removed1,694 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 1,354 added, 840 removed, 1,020 rewritten and 1,694 unchanged across 8 items that differ.
- New this year: Item 1. Business; Item 9B. Other Information.
Sentences by item
9 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Item 1A. Risk Factors | 76 | 4 | 23 | 151 |
| Item 1. Businessnew | 489 | 0 | 0 | 0 |
| Item 3. Legal Proceedings | 0 | 0 | 0 | 3 |
| Cover and table of contents | 18 | 384 | 34 | 61 |
| Item 2. Properties | 12 | 15 | 23 | 14 |
| Item 4. Mine Safety Disclosures | 595 | 382 | 862 | 1,338 |
| Item 9. : | 3 | 42 | 10 | 14 |
| Item 9B. Other Informationnew | 56 | 0 | 0 | 0 |
| Item 15. Exhibits, Financial Statement Schedules | 105 | 13 | 68 | 113 |
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
23 rewritten, 76 added, 4 removed, 151 unchanged
Approximately 71% [removed: and 72%] of the Company’s net sales in [removed: 2019] [added: both 2020] and [removed: 2018, respectively,] [added: 2019] were outside of the United States and were primarily denominated in foreign currencies.
Approximately [removed: 57%] [added: 59%] and [removed: 56%] [added: 57%] of the Company’s net sales in [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively, were to worldwide pharmaceutical and biotechnology companies, which may be periodically subject to unfavorable market conditions and consolidations.
Financial markets in the U.S., Europe and Asia have experienced times of extreme disruption, including, among other things, sharp increases in the cost of new capital, credit rating downgrades and bailouts, severely [removed: diminished capital availability and severely reduced liquidity in money markets.]
The Company is in the process of developing new products with recently acquired [removed: technologies.]
None of the Company’s key management employees, with the exception of the [removed: Chairman and Chief Executive Officer and the Senior Vice] President and Chief [removed: Financial] [added: Executive] Officer, have an employment contract with the Company and there can be no assurance that such individuals will remain with the Company.
[removed: If,] [added: Additionally, if,] for any reason, other [removed: such] key personnel do not continue to be active in management, the Company’s results of operations or financial condition could be adversely affected.
Certain components or modules of the Company’s LC and MS instruments are manufactured by outside contractors, including the manufacturing of LC instrument systems and related components by contract [removed: manufacturing firms in Singapore.]
We may rely on one or a few key distributors for a product or market and the loss of these [added: distributors could reduce our revenue or net earnings.]
In the event that any future climate change legislation would require that stricter standards be imposed by domestic or international environmental regulatory authorities with respect to the use and/or levels of possible [removed: emissions from such chemicals and/or other substances, the Company may be required to make certain changes and adaptations to its manufacturing processes.]
[added: Any changes in corporate income tax rates or regulations regarding transfer] pricing or repatriation of dividends or capital, as well as changes in the interpretation of existing tax laws and regulations, in the jurisdictions in which the Company operates could adversely affect the Company’s cash flow and lead to increases in its overall tax burden, which would negatively affect the Company’s profitability.
The Company has a [removed: contractual] tax [removed: rate] [added: exemption] in Singapore [added: on certain types] of [removed: 0%] [added: income] through March 2021, based upon the achievement and continued satisfaction of certain operational and financial milestones, which the Company [added: met as of December 31, 2020 and] expects to [removed: continue to meet.][added: maintain through March 2021.]
Currently, the Company has determined that it is more likely than not to realize the [removed: contractual] tax [removed: rate] [added: exemption] in Singapore [removed: of 0% and] [added: and, accordingly,] has not recognized any [removed: uncertain] [added: reserves for unrecognized] tax [removed: position in] [added: benefits on] its balance sheet related to [removed: the achievement of the contractual milestones in Singapore.][added: this tax exemption.]
In the event that [removed: it appears that] [added: any of] the milestone targets [removed: will] [added: were] not [removed: be] met, the Company [removed: will no longer] [added: would not] be entitled to [removed: a 0% contractual] [added: the] tax [removed: rate benefit] [added: exemption] on income earned in Singapore dating back to the start date of the agreement (April 1, 2016), [removed: at which time] [added: and] all [added: the] tax benefits previously [removed: recorded] [added: recognized] would be [removed: reversed and an] [added: reversed, resulting in the recognition of] income tax [removed: charge] [added: expense] equal to the statutory tax of 17% on income earned during that [removed: period would be recorded.][added: period.]
The Company had [removed: $1.7] [added: $1.4] billion in debt and [removed: $337] [added: $443] million in cash, cash equivalents and investments as of December 31, [removed: 2019.][added: 2020.]
As of December 31, [removed: 2019,] [added: 2020,] the Company also had the ability to borrow an additional [removed: $1.2] [added: $1.4] billion from its existing, committed credit facility.
Disruption, [removed: cyber attack] [added: cyber-attack] or unforeseen problems with the security, maintenance or upgrade of the Company’s information and
[added: The Company’s technology] infrastructure may be vulnerable to damage or interruption from, but not limited to, natural disasters, power loss, telecommunication failures, terrorist attacks, computer viruses, unauthorized access to customer or employee data, unauthorized access to and funds transfers from Company bank accounts and other attempts to harm the Company’s systems.
If the Company’s security measures are compromised or fail to adequately protect its technology infrastructure, research and development efforts or manufacturing operations, the Company’s products and services may be perceived as vulnerable or unreliable, the information [removed: \[protected by\]] [added: protected by] the Company’s controls and processes may be subject to unauthorized access, acquisition or modification, the Company’s brand and reputation could be damaged, the services that the Company provides to its customers could be disrupted, and customers may stop using the Company’s products and services, all of which could reduce the Company’s revenue and earnings, increase its expenses and expose the Company to legal claims and regulatory actions.
The Company is in the business of designing, manufacturing, selling and servicing analytical instruments to life science, pharmaceutical, biochemical, industrial, nutritional [removed: safety,] [added: safety] and environmental, academic and governmental customers working in research and development, quality assurance and other laboratory applications, and the Company is also a developer and supplier of software-based products that support instrument systems.
Changes in laws or regulations associated with enhanced protection of certain sensitive types of personal information, such as information related to health, could greatly increase the cost of [added: compliance and the cost of providing the Company’s products or services.]
In [removed: 2018,] [added: 2019,] 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 [removed: 2019] [added: 2020] supply chain, and the Company plans to file its [removed: 2019] [added: 2020] Form SD with the SEC in May [removed: 2020.][added: 2021.]
| Item [removed: |] 1B: Unresolved [added: |] Staff Comments |
RISKS RELATED TO THE CORONAVIRUS
(COVID-19)
PANDEMIC
The Company’s business has been and may continue to be negatively affected by outbreaks of disease, such as epidemics or pandemics, including the ongoing
COVID-19
pandemic.
Outbreaks of disease, such as epidemics or pandemics, have and could continue to negatively affect the Company’s business.
Both the Company’s domestic and international operations have been and continue to be adversely affected by the ongoing global
COVID-19
pandemic and the resulting volatility and uncertainty it has caused in the U.S. and international markets.
Since being declared a pandemic in March 2020 by the World Health,
COVID-19
has continued to spread throughout the U.S. and globally.
The
COVID-19
pandemic has caused significant volatility and uncertainty in U.S. and international markets, which has disrupted and is expected to continue to disrupt the Company’s business and could result in a prolonged economic downturn.
The Company operates in over 35 countries, including those in the regions most impacted by the
COVID-19
pandemic.
Many countries, including the U.S., have implemented measures such as quarantine,
shelter-in-place,
curfew and similar isolation measures, including government orders and other restrictions on the conduct of business operations.
Such measures have had and are expected to continue to have adverse impacts on the U.S. and foreign economies of uncertain severity and duration and have had and may continue to have a negative impact on the Company’s operations, including the Company’s sales, supply chain and cash flow.
Certain jurisdictions have experienced increased numbers of
COVID-19
infections following the
re-openings
of their economies and easing of restrictions, which, in some cases, has required closings of certain business activity and the imposition of other restrictions in response.
It is unclear whether the increases in the number of infections will continue and amplify or whether any
so-called
“second waves” of
COVID-19
infections will be experienced in the United States or elsewhere and, if so, what the impact of that would be on human health and safety, the economy and our business.
Although the FDA has approved certain therapies and two vaccines for emergency use and distribution, the initial rollout of vaccine distribution has encountered significant delays and there remains uncertainties about the amount of vaccine available for distribution, the logistics of implementing a national vaccine program and the overall efficacy of the vaccines once widely administered, especially as new strains of
COVID-19
have been discovered, and the level of resistance these new strains have to the existing vaccines remains unknown.
Additionally, the widespread pandemic has caused and is expected to continue to cause significant disruption of global financial markets, which may reduce the Company’s ability to access capital.
The
COVID-19
pandemic also has the potential to significantly impact our supply chain if our manufacturing facilities or those of third parties to whom we outsource certain manufacturing processes, the distribution centers where our inventory is managed or the operations of our logistics and other service providers are disrupted, temporarily closed or experience worker shortages.
distributors could reduce our revenue or net earnings.
Any changes in corporate income tax rates or regulations regarding transfer
The Company’s technology
compliance and the cost of providing the Company’s products or services.
An excerpt. Shown here: all 23 rewritten, 40 of 76 added and all 4 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2020 filing and the FY2019 filing.
Item 1. Business
0 rewritten, 489 added, 0 removed, 0 unchanged
New section this year
Business
General
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.
Waters
TM
has pioneered analytical workflow solutions involving liquid chromatography, mass spectrometry and thermal analysis innovations serving the life, materials and food sciences for more than 60 years.
The Company primarily designs, manufactures, sells and services high performance liquid chromatography (“HPLC”), ultra-performance liquid chromatography (“UPLC
TM
” 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.
These systems are complementary products that are frequently employed together
(“LC-MS”)
and sold as integrated instrument systems using common software platforms.
In addition, the Company designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments through its TA
TM
product line.
The Company is also a developer and supplier of advanced software-based products that interface with the Company’s instruments, as well as other manufacturers’ instruments.
The Company’s products are used by pharmaceutical, biochemical, industrial, nutritional safety, environmental, academic and governmental customers working in research and development, quality assurance and other laboratory applications.
LC is a standard technique and is utilized in a broad range of industries to detect, identify, monitor and measure the chemical, physical and biological composition of materials, and to purify a full range of compounds.
MS technology, principally in conjunction with chromatography, is employed in drug discovery and development, including clinical trial testing, the analysis of proteins in disease processes (known as “proteomics”), nutritional safety analysis and environmental testing.
LC-MS
instruments combine a liquid phase sample introduction and separation system with mass spectrometric compound identification and quantification.
The Company’s thermal analysis, rheometry and calorimetry instruments are used in predicting the suitability and stability of fine chemicals, pharmaceuticals, water, polymers, metals and viscous liquids for various industrial, consumer goods and healthcare products, as well as for life science research.
Waters Corporation, organized as a Delaware corporation in 1991, is a holding company that owns all of the outstanding common stock of Waters Technologies Corporation, its operating subsidiary.
Waters Corporation became a publicly-traded company with its initial public offering (“IPO”) in November 1995.
Since the IPO, the Company has added two significant and complementary technologies to its range of products with the acquisitions of TA Instruments in May 1996 and Micromass Limited in September 1997.
Business Segments
The Company’s business activities, for which discrete financial information is available, are regularly reviewed and evaluated by the chief operating decision maker.
As a result of this evaluation, the Company determined that it has two operating segments: Waters and TA.
The Waters operating segment is primarily in the business of designing, manufacturing, 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, selling and servicing thermal analysis, rheometry and calorimetry instruments.
The Company’s two operating segments have similar economic characteristics; product processes; products and services; types and classes of customers; methods of distribution; and regulatory environments.
Because of these similarities, the two segments have been aggregated into one reporting segment for financial statement purposes.
Information concerning revenues and long-lived assets attributable to each of the Company’s products, services and geographic areas is set forth in Note 18 in the Notes to the Consolidated Financial Statements, which is incorporated herein by reference.
Waters Products and Markets
High Performance and Ultra Performance Liquid Chromatography
HPLC is a standard technique used to identify and analyze the constituent components of a variety of chemicals and other materials.
The Company believes that HPLC’s performance capabilities enable it to separate, identify and quantify a high proportion of all known chemicals.
As a result, HPLC is used to analyze substances in a wide variety of industries for research and development purposes, quality control and process engineering applications.
The most significant
end-use
An excerpt. Shown here: all 0 rewritten, 40 of 489 added and all 0 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2020 filing.
Cover and table of contents
34 rewritten, 18 added, 384 removed, 61 unchanged
[removed: UNITED STATES] SECURITIES AND EXCHANGE COMMISSION
Form [added: 10-K]
For the fiscal year ended December 31, [removed: 2019][added: 2020]
[added: (508)] 478-2000
| Securities registered pursuant to Section 12(b) of the Act: | [removed: | |]
Yes [added: ☑ No ☐]
See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in [removed: Rule]
[added: Rule] 12b-2
| Large accelerated filer ☑ | | Accelerated filer ☐ | | Non-accelerated filer ☐ | [added: |] Smaller reporting company ☐ |
| | | | | | [added: |] Emerging growth company ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in [removed: Rule]
of the registrant as of [removed: June]
Indicate the number of shares outstanding of the registrant’s common stock as of February [removed: 21, 2020: 62,158,045]
Portions of the registrant’s definitive proxy statement that will be filed for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders are incorporated by reference in Part III.
| | 1A. | | | [Risk [removed: Factors](#toc862312_2)] [added: Factors](#tx32803_2)] | | | [removed: 12] [added: 15] | |
| | 1B. | | | [Unresolved Staff [removed: Comments](#toc862312_3)] [added: Comments](#tx32803_3)] | | | [removed: 19] [added: 24] | |
| | 3. | | | [Legal [removed: Proceedings](#toc862312_5)] [added: Proceedings](#tx32803_5)] | | | [removed: 20] [added: 25] | |
| | 4. | | | [Mine Safety [removed: Disclosures](#toc862312_6)] [added: Disclosures](#tx32803_6)] | | | [removed: 20] [added: 25] | |
| | | | | [Information About Out Executive [removed: Officers](#toc862312_7)] [added: Officers](#tx32803_7)] | | | [removed: 20] [added: 25] | |
| | 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#toc862312_8)] [added: Securities](#tx32803_8)] | | | [removed: 22] [added: 27] | |
| | 6. | | | [Selected Financial [removed: Data](#toc862312_9)] [added: Data](#tx32803_9)] | | | [removed: 25] [added: 30] | |
| | 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#toc862312_10)] [added: Operations](#tx32803_10)] | | | [removed: 26] [added: 31] | |
| | 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#toc862312_11)] [added: Risk](#tx32803_11)] | | | [removed: 43] [added: 49] | |
| | 8. | | | [Financial Statements and Supplementary [removed: Data](#toc862312_12)] [added: Data](#tx32803_12)] | | | [removed: 46] [added: 52] | |
| | 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#toc862312_13)] [added: Disclosure](#tx32803_13)] | | | [removed: 96] [added: 104] | |
| | 9A. | | | [Controls and [removed: Procedures](#toc862312_14)] [added: Procedures](#tx32803_14)] | | | [removed: 96] [added: 104] | |
| | 9B. | | | [Other [removed: Information](#toc862312_15)] [added: Information](#tx32803_15)] | | | [removed: 96] [added: 104] | |
| | 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#toc862312_16)] [added: Governance](#tx32803_16)] | | | [removed: 97] [added: 105] | |
| | 11. | | | [Executive [removed: Compensation](#toc862312_17)] [added: Compensation](#tx32803_17)] | | | [removed: 97] [added: 105] | |
| | 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc862312_18)] [added: Matters](#tx32803_18)] | | | [removed: 97] [added: 105] | |
| | 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#toc862312_19)] [added: Independence](#tx32803_19)] | | | [removed: 98] [added: 106] | |
| | 14. | | | [Principal Accountant Fees and [removed: Services](#toc862312_20)] [added: Services](#tx32803_20)] | | | [removed: 98] [added: 106] | |
| | 15. | | | [Exhibits and Financial Statement [removed: Schedules](#toc862312_21)] [added: Schedules](#tx32803_21)] | | | [removed: 99] [added: 107] | |
| | 16. | | | [Form 10-K [removed: Summary](#toc862312_22)] [added: Summary](#tx32803_22)] | | | [removed: 103] [added: 111] | |
##### [Table of Contents](#toc)
UNITED STATES
| --- |
Yes ☐ No ☑
Yes ☑
No ☐
Yes ☑ No ☐
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Rule 12b-2
Yes ☐ No ☑
6/27/2020: $
10,820,434,917.
, 2021: 62,185,690
| | 1. | | | [Business](#tx32803_1) | | | 3 | |
| | 2. | | | [Properties](#tx32803_4) | | | 24 | |
| | | | | [Signatures](#tx32803_23) | | | 112 | |
10-K
| --- | --- |
| --- | --- | --- |
(508)
No
| | | | | | |
| --- | --- | --- | --- | --- | --- |
, 2019: $14,554,561,947.
| | 1. | | | [Business](#toc862312_1) | | | 1 | |
| | 2. | | | [Properties](#toc862312_4) | | | 19 | |
| | | | | [Signatures](#toc862312_23) | | | 104 | |
| | Item 1: Business |
General
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.
Waters
TM
has pioneered analytical workflow solutions involving liquid chromatography, mass spectrometry and thermal analysis innovations serving the life, materials and food sciences for more than 60 years.
The Company primarily designs, manufactures, sells and services high performance liquid chromatography (“HPLC”), ultra performance liquid chromatography (“UPLC
” 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.
These systems are complementary products that are frequently employed together
(“LC-MS”)
and sold as integrated instrument systems using common software platforms.
In addition, the Company designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments through its TA
product line.
The Company is also a developer and supplier of advanced software-based products that interface with the Company’s instruments, as well as other manufacturers’ instruments.
The Company’s products are used by pharmaceutical, biochemical, industrial, nutritional safety, environmental, academic and governmental customers working in research and development, quality assurance and other laboratory applications.
LC is a standard technique and is utilized in a broad range of industries to detect, identify, monitor and measure the chemical, physical and biological composition of materials, and to purify a full range of compounds.
MS technology, principally in conjunction with chromatography, is employed in drug discovery and development, including clinical trial testing, the analysis of proteins in disease processes (known as “proteomics”), nutritional safety analysis and environmental testing.
LC-MS
instruments combine a liquid phase sample introduction and separation system with mass spectrometric compound identification and quantification.
The Company’s thermal analysis, rheometry and calorimetry instruments are used in predicting the suitability and stability of fine chemicals, pharmaceuticals, water, polymers, metals and viscous liquids for various industrial, consumer goods and healthcare products, as well as for life science research.
Waters Corporation, organized as a Delaware corporation in 1991, is a holding company that owns all of the outstanding common stock of Waters Technologies Corporation, its operating subsidiary.
Waters Corporation became a publicly-traded company with its initial public offering (“IPO”) in November 1995.
Since the IPO, the Company has added two significant and complementary technologies to its range of products with the acquisitions of TA Instruments in May 1996 and Micromass Limited in September 1997.
Business Segments
The Company’s business activities, for which discrete financial information is available, are regularly reviewed and evaluated by the chief operating decision maker.
As a result of this evaluation, the Company determined that it has two operating segments: Waters and TA.
The Waters operating segment is primarily in the business of designing, manufacturing, 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, selling and servicing thermal analysis, rheometry and calorimetry instruments.
The Company’s two operating segments have similar economic characteristics; product processes; products and services; types and classes of customers; methods of distribution; and regulatory environments.
An excerpt. Shown here: all 34 rewritten, all 18 added and 40 of 384 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 2. Properties
23 rewritten, 12 added, 15 removed, 14 unchanged
Waters Corporation operates [removed: 23] [added: 20] United States facilities and [removed: 67] [added: 71] international facilities, including field offices.
| Location | | Function (1) | | [removed: | |] Owned/Leased | [removed: | |]
| Golden, CO | | [removed: |] M, R, S, D, A | | [removed: | |] Leased | [removed: |]
| New Castle, DE | | [removed: |] M, R, S, D, A | | [removed: | |] Owned | [removed: |]
| Franklin, MA | | [removed: |] D | | [removed: | |] Leased | [removed: |]
| Milford, MA | | [removed: |] M, R, S, A | | [removed: | |] Owned | [removed: |]
| Taunton, MA | | [removed: |] M, R | | [removed: | |] Owned | [removed: |]
| Cambridge, MA | | [removed: |] R, S | | [removed: | |] Leased | [removed: |]
| Eden Prairie, MN | | [removed: |] M, R, S, D, A | | [removed: | |] Leased | [removed: |]
| Nixa, MO | | [removed: |] M, S, D, A | | [removed: | |] Leased | [removed: |]
| Lindon, UT | | [removed: |] M, R, S, D, A | | [removed: | |] Leased | [removed: |]
| Newcastle, England | | [removed: |] R, S, D, A | | [removed: | |] Leased | [removed: |]
| Solihull, England | | [removed: |] M,A | | [removed: | |] Owned | [removed: |]
| Wilmslow, England | | [removed: |] M, R, S, D, A | | [removed: | |] Owned | [removed: |]
| St. Quentin, France | | [removed: |] S, A | | [removed: | |] Leased | [removed: |]
| Huellhorst, Germany | | [removed: |] M, R, S, D, A | | [removed: | |] Owned | [removed: |]
| Budapest, Hungary | | [removed: |] R | | [removed: | |] Leased | [removed: |]
| Wexford, Ireland | | [removed: |] M, R, D, A | | [removed: | |] Owned | [removed: |]
| Etten-Leur, Netherlands | | [removed: |] S, D, A | | [removed: | |] Owned | [removed: |]
| Brasov, Romania | | [removed: |] R, A | | [removed: | |] Leased | [removed: |]
| Singapore | | [removed: |] R, S, D, A | | [removed: | |] Leased | [removed: |]
The Company operates and maintains [removed: 11] [added: 10] field offices in the United States and [removed: 56] [added: 59] field offices abroad in addition to sales offices in the primary facilities listed above.
| Costa Mesa, CA | | Australia | | [removed: India] [added: Hungary] | | [removed: Portugal] [added: Norway] |
| | | | | |
| --- | --- | --- | --- | --- |
| Bangalore, India | | M, S, D, A | | Owned |
| Pleasanton, CA | | Austria | | India | | People’s Republic of China |
| Wood Dale, IL | | Belgium | | Ireland | | Portugal |
| Carmel, IN | | Brazil | | Israel | | Poland |
| Columbia, MD | | Canada | | Italy | | Spain |
| Morrisville, NC | | Czech Republic | | Japan | | Sweden |
| Parsippany, NJ | | Denmark | | Korea | | Switzerland |
| Plymouth Meeting, PA | | Finland | | Malaysia | | Taiwan |
| Bellaire, TX | | France | | Mexico | | United Arab Emirates |
| Salt Lake City, UT | | Germany | | Netherlands | | United Kingdom |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Wakefield, MA | | | M, R, S, D, A | | | | Leased | |
| Sharpsburg, PA | | | M, R, S, D, A | | | | Leased | |
| Bochum, Germany | | | R, S, A | | | | Leased | |
| Pleasanton, CA | | Austria | | Ireland | | Poland |
| Wood Dale, IL | | Belgium | | Israel | | Puerto Rico |
| Carmel, IN | | Brazil | | Italy | | Spain |
| Columbia, MD | | Canada | | Japan | | Sweden |
| Beverly, MA | | Czech Republic | | Korea | | Switzerland |
| Durham, NC | | Denmark | | Malaysia | | Taiwan |
| Morrisville, NC | | Finland | | Mexico | | United Kingdom |
| Parsippany, NJ | | France | | Netherlands | | |
| Plymouth Meeting, PA | | Germany | | Norway | | |
| Bellaire, TX | | Hungary | | People’s Republic of China | | |
Item 4. Mine Safety Disclosures
862 rewritten, 595 added, 382 removed, 1,338 unchanged
Keeley Aleman, [removed: 43,] [added: 44,] was appointed Senior Vice President, General Counsel and Secretary in October of 2019.
Carson, [removed: 46,] [added: 47,] was appointed Senior Vice President, Corporate Development in February 2018.
Harrington, [removed: 59,] [added: 60,] was appointed Senior Vice President, Global Markets in February 2016.
Pratt, [removed: 50,] [added: 51,] was appointed Senior Vice President and President, TA Instruments in August 2019.
Prior to joining Waters Corporation, Mr. Pratt was President of Beckman Coulter Life [removed: Sciences.][added: Sciences from January 2017 to April 2019.]
Additionally, he held senior positions at Pall [removed: Corporation,] [added: Corporation from 2001 to 2017,] where he was [added: Vice] President [added: and General Manager from October 2015 to December 2016 following Pall Corporation’s acquisition by Danaher Corporation and, prior to that, President] of its Food & Beverage, Laboratory and ForteBio [removed: businesses.][added: businesses from April 2011 to October 2015.]
[removed: Francis Kim, 53,] [added: King, 64,] was appointed Senior Vice President, Global [removed: Operations] [added: Products] in [removed: February 2018.][added: July 2017.]
Prior to joining Waters Corporation, [removed: she] [added: he] held senior [removed: human resources] [added: operations and engineering] positions [removed: in retail, healthcare] [added: at semiconductor] and [removed: financial services] [added: solar energy] companies.
As of February [removed: 21, 2020,] [added: 19, 2021,] the Company had [removed: 80] [added: 78] common stockholders of record.
The Company has not made any sales of unregistered equity securities in the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] or [removed: 2017.][added: 2018.]
The following graph compares the cumulative total return on $100 invested as of December 31, [removed: 2014] [added: 2015] (the last day of public trading of the Company’s common stock in fiscal year [removed: 2014)] [added: 2015)] through December 31, [removed: 2019] [added: 2020] (the last day of public trading of the common stock in fiscal year [removed: 2019)] [added: 2020)] in the Company’s common stock, the NYSE Market Index, the SIC Code 3826 Index and the S&P 500 Index.
COMPARISON OF CUMULATIVE TOTAL RETURN SINCE DECEMBER 31, [removed: 2014][added: 2015]
[removed: ][added: ]
| | | [removed: 2014 | | | |] 2015 | | | | 2016 | | | | 2017 | | | | 2018 | | | | 2019 | | | | [added: 2020 | | |]
The following table provides information about purchases by the Company during the three months ended December 31, [removed: 2019] [added: 2020] of equity securities registered by the Company under the Exchange Act (in thousands, except per share data):
| Period | | Total Number of Shares Purchased (1) | | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Programs [removed: (2)] | | | | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Programs (2) | | |
| (1) | The [removed: Company’s repurchase activity] [added: Company repurchased less than one thousand shares of common stock at a cost of less than $1 million] related to the vesting of restricted stock [removed: units] during the three months ended December 31, [removed: 2019 was insignificant.] [added: 2020.] |
| (2) | In January 2019, the Company’s Board of Directors authorized the Company to repurchase up to $4 billion of its outstanding common stock in open market or private transactions over a two-year period. This new program replaced the remaining amounts available under the pre-existing authorization. [added: During the second quarter of 2020, the Company temporarily suspended its share repurchases due to the uncertain business conditions caused by the COVID-19 pandemic. In December 2020, the Company’s Board of Directors authorized the extension of the share repurchase program through January 21, 2023.] |
The statement of operations and balance sheet data is derived from financial statements for the years [added: 2020,] 2019, 2018, [removed: 2017, 2016] [added: 2017] and [removed: 2015.][added: 2016.]
The Company’s financial statements as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] are included in Part II, Item 8, Financial Statements and Supplementary Data, of this Form
| In thousands, except per share and employees data | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |
| Net sales | | $ | [removed: 2,406,596] [added: 2,365,365] | | | $ | [removed: 2,419,929] [added: 2,406,596] | | | $ | [removed: 2,309,078] [added: 2,419,929] | | | $ | [removed: 2,167,423] [added: 2,309,078] | | | $ | [removed: 2,042,332] [added: 2,167,423] | |
| Income from operations before income taxes | | $ | [removed: 678,239] [added: 610,914] | | | $ | [removed: 682,146] [added: 678,239] | | | $ | [removed: 641,097] [added: 682,146] | | | $ | [removed: 600,114] [added: 641,097] | | | $ | [removed: 541,918] [added: 600,114] | |
| Net income* | | $ | [removed: 592,198] [added: 521,571] | | | $ | [removed: 593,794] [added: 592,198] | | | $ | [removed: 20,311] [added: 593,794] | | | $ | [removed: 521,503] [added: 20,311] | | | $ | [removed: 469,275] [added: 521,503] | |
| Net income per basic common share* | | $ | [removed: 8.76] [added: 8.40] | | | $ | [removed: 7.71] [added: 8.76] | | | $ | [removed: 0.25] [added: 7.71] | | | $ | [removed: 6.46] [added: 0.25] | | | $ | [removed: 5.70] [added: 6.46] | |
| Weighted-average number of basic common shares | | | [removed: 67,627] [added: 62,094] | | | | [removed: 76,992] [added: 67,627] | | | | [removed: 79,793] [added: 76,992] | | | | [removed: 80,786] [added: 79,793] | | | | [removed: 82,336] [added: 80,786] | |
| Net income per diluted common share* | | $ | [removed: 8.69] [added: 8.36] | | | $ | [removed: 7.65] [added: 8.69] | | | $ | [removed: 0.25] [added: 7.65] | | | $ | [removed: 6.41] [added: 0.25] | | | $ | [removed: 5.65] [added: 6.41] | |
| Weighted-average number of diluted common shares and equivalents | | | [removed: 68,166] [added: 62,414] | | | | [removed: 77,618] [added: 68,166] | | | | [removed: 80,604] [added: 77,618] | | | | [removed: 81,417] [added: 80,604] | | | | [removed: 83,087] [added: 81,417] | |
| Cash, cash equivalents and investments | | $ | [removed: 337,144] [added: 443,146] | | | $ | [removed: 1,735,224] [added: 337,144] | | | $ | [removed: 3,393,701] [added: 1,735,224] | | | $ | [removed: 2,813,032] [added: 3,393,701] | | | $ | [removed: 2,399,263] [added: 2,813,032] | |
| Working capital, including current maturities of debt | | $ | [removed: 721,157] [added: 596,050] | | | $ | [removed: 2,214,232] [added: 721,157] | | | $ | [removed: 3,663,977] [added: 2,214,232] | | | $ | [removed: 3,115,124] [added: 3,663,977] | | | $ | [removed: 2,649,457] [added: 3,115,124] | |
| Total assets | | $ | [removed: 2,557,055] [added: 2,839,920] | | | $ | [removed: 3,727,426] [added: 2,557,055] | | | $ | [removed: 5,324,354] [added: 3,727,426] | | | $ | [removed: 4,662,059] [added: 5,324,354] | | | $ | [removed: 4,268,677] [added: 4,662,059] | |
| Long-term debt | | $ | [removed: 1,580,797] [added: 1,206,515] | | | $ | [removed: 1,148,172] [added: 1,580,797] | | | $ | [removed: 1,897,501] [added: 1,148,172] | | | $ | [removed: 1,701,966] [added: 1,897,501] | | | $ | [removed: 1,493,027] [added: 1,701,966] | |
| Stockholders’ [removed: (deficit) equity*] [added: equity (deficit)*] | | $ | [removed: (216,281] [added: 232,144] | [removed: )] | | $ | [removed: 1,567,258] [added: (216,281] | [added: )] | | $ | [removed: 2,233,788] [added: 1,567,258] | | | $ | [removed: 2,301,949] [added: 2,233,788] | | | $ | [removed: 2,058,851] [added: 2,301,949] | |
| Employees | | | [removed: 7,467] [added: 7,412] | | | | [removed: 7,246] [added: 7,467] | | | | [removed: 7,020] [added: 7,246] | | | | [removed: 6,899] [added: 7,020] | | | | [removed: 6,594] [added: 6,899] | |
In [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] the Company recognized an excess tax benefit, which decreased income tax expense by [removed: $9] [added: $7] million, $9 million and [removed: $20] [added: $9] million, respectively, and added [removed: $0.14, $0.11] [added: $0.11, $0.14] and [removed: $0.24,] [added: $0.11,] respectively, to net income per diluted share.
[added: In December 2018, the Company settled the Waters Retirement Plan obligation by making lump-sum] cash payments and purchasing annuity contracts for participants to permanently extinguish the pension plan’s obligations.
| | In January 2019, the company adopted new accounting guidance related to the accounting for leases. The new guidance requires lessees to present the assets and liabilities that arise from leases on their balance sheets. The standard required using a modified retrospective transition approach to be applied to leases existing as of, or entered into after, January 1, 2019. As a result, the Company recorded a $93 million right-of-use asset as of December 31, 2019. The adoption of this standard did not have a material impact on the Company’s results of operations, cash flows and [removed: stockholder’s (deficit) equity.] [added: stockholders’ equity (deficit).] |
” [removed: and] [added: and,] together with HPLC, referred to as “LC”), mass spectrometry (“MS”) and precision chemistry consumable products and related services.
The Company’s operating results are as follows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] (dollars in thousands, except per share data):
| | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2019] [added: 2020] vs. [removed: 2018] [added: 2019] | | | | [removed: 2018] [added: 2019] vs. [removed: 2017] [added: 2018] | | |
Dr. Udit Batra, 50, was appointed a Director of the Company as well as President and CEO on September 1, 2020.
He most recently served as Chief Executive Officer of the Life Science business of Merck KGaA, Darmstadt, Germany, which operates as MilliporeSigma in the United States and Canada, and as a member of its Executive Board, roles he held from 2014 and 2016, respectively, through July 2020.
Prior to that, Dr. Batra served as President and Chief Executive Officer of Merck KGaA, Darmstadt, Germany’s Consumer Health business.
Dr. Batra oversaw the company’s Bioethics Advisory Panel and had Board responsibility for the global Information Technology function.
Before joining Merck KGaA, Darmstadt, Germany, Dr. Batra held several positions of increasing responsibility at Novartis, including Global Head of Corporate Strategy in Switzerland, Country President for the Pharma Business of Novartis in Australia and New Zealand and the Global Head of Public Health and Market Access in Cambridge, Massachusetts.
Dr. Batra also served at the global consultancy McKinsey & Company across the healthcare, consumer and
non-profit
sectors.
Dr. Batra started his career at Merck Research Labs in West Point, Pennsylvania as a research engineer.
Belinda Hyde, 50, was appointed Senior Vice President, Global Human Resources of Waters Corporation in January 2021.
She is responsible for all aspects of the Global Human Resources function including talent management, total rewards, HR business partners, HR operations and technology, employee engagement and diversity and inclusion.
Prior to joining Waters, Belinda served as the Chief Human Resources Officer for SPX FLOW, from July 2015 to December 2020, and Schnitzer Steel.
She has also held leadership roles in business and cultural transformation, executive development, talent management, compensation, benefits, training, internal communications and business partner support at companies such as Caltex Petroleum, Dell Technologies, Invitrogen and Celanese Corporation.
Belinda earned a Bachelor of Arts in psychology from the University of Texas, as well as both a master’s degree and doctorate in industrial and organizational psychology from the University of Houston.
In August 2020, Mr. Pratt was appointed to the Board of SPX FLOW, Inc. (NYSE:FLOW) as an independent director and a member of the Audit, Compensation, and Nominating & Governance Committees.
Michael F.
Silveira, 54, was elected by the Board of Directors of the Company to serve as the interim Chief Financial Officer, effective January 1, 2021.
Mr. Silveira has been with the Company for 16 years and is a Certified Public Accountant.
He joined Waters Corporation in 2004 as Assistant Corporate Controller and was most recently appointed Vice President and Corporate Controller in 2013.
Prior to joining the Company, he held several financial management positions with
Astro-Med,
Inc (nka AstroNova), Textron, Inc. and KPMG.
Dan Welch, 59, was appointed Senior Vice President, Global Operations in July 2020 and was Vice President of Global Supply Chain since July 2019 and Senior Director, Supply Chain Management since August 2017.
Mr. Welch joined Waters Corporation in May 2012 as General Manager and Senior Director of Manufacturing Operations.
| WATERS CORPORATION | | | 100.00 | | | | 99.86 | | | | 143.55 | | | | 140.18 | | | | 173.61 | | | | 183.85 | |
| NYSE MARKET INDEX | | | 100.00 | | | | 111.94 | | | | 132.90 | | | | 121.01 | | | | 151.87 | | | | 162.49 | |
| SIC CODE INDEX | | | 100.00 | | | | 111.96 | | | | 136.40 | | | | 130.42 | | | | 171.49 | | | | 203.04 | |
| S&P 500 INDEX | | | 100.00 | | | | 92.16 | | | | 141.00 | | | | 148.46 | | | | 185.11 | | | | 229.68 | |
| September 27, 2020 to October 24, 2020 | | | — | | | $ | — | | | | — | | | $ | 1,524,905 | |
| October 25, 2020 to November 21, 2020 | | | — | | | $ | — | | | | — | | | $ | 1,524,905 | |
| November 22, 2020 to December 31, 2020 | | | — | | | $ | — | | | | — | | | $ | 1,524,905 | |
| Total | | | — | | | $ | — | | | | — | | | $ | 1,524,905 | |
Both the Company’s domestic and international operations have been and continue to be adversely affected by the ongoing global pandemic of a novel strain of coronavirus
(“COVID-19”)
that has led to volatility and uncertainty in the U.S. and international markets.
The Company is actively managing its business to respond to the
COVID-19
impact; however, the Company cannot reasonably estimate the length or severity of the
COVID-19
pandemic or the related response, or the extent to which the disruption may materially impact the Company’s business, consolidated financial position, consolidated results of operations or consolidated cash flows in the future.
Christopher J.
O’Connell, 53, has served as a Director of the Company since September 2015, when he assumed the position of President and Chief Executive Officer of the Company.
In December 2017, Mr. O’Connell was appointed as the Chairman of the Board of Directors of the Company.
Mr. O’Connell served as Executive Vice President and President of Restorative Therapies Group of Medtronic plc from August 2009 to August 2015.
From 1994 to August 2009, Mr. O’Connell served in the following positions at Medtronic plc: Senior Vice President and President of Medtronic Diabetes, President of Medtronic Physio-Control, Vice President of Sales and Marketing for the Cardiac Rhythm Management business, Vice President/General Manager of the Patient Management Business, Vice President of Corporate Strategy, Director of Investor Relations and Corporate Development Associate.
Sherry L.
Buck, 56, was appointed Senior Vice President and Chief Financial Officer in January 2017.
Previously, Ms. Buck served as the Vice President, Chief Financial Officer of Libbey Inc. since August 2012.
From 1993 to 2012, Ms. Buck held several positions at Whirlpool Corporation, including Vice President, Finance/Chief Financial Officer, Global Product and Enterprise Cost Leadership; Vice President, Finance—US; Vice President, Cost Leadership; Vice President, Finance—International; and Vice President, Business Performance Management.
Mr. Kim previously served as Vice President of Global Quality Assurance since November 2016.
Prior to joining Waters Corporation, he held several positions during his 20 years at Medtronic plc, including Vice President of Quality, Restorative Therapies Group from May 2015 to November 2016 and Vice President of Quality, Regulatory and Clinical Affairs, Surgical Technologies Division from January 2011 to May 2015.
On February 17, 2020, Mr. Kim notified the Company that he will be resigning his position on March 16, 2020.
King, 63, was appointed Senior Vice President, Global Products in July 2017.
Elizabeth B.
Rae, 62, was appointed Senior Vice President, Global Human Resources in February 2016 and was Vice President of Human Resources since October 2005 and Vice President of Worldwide Compensation and Benefits since January 2002.
Ms. Rae joined Waters Corporation in January 1996 as Director of Worldwide Compensation.
| WATERS CORPORATION | | $ | 100.00 | | | $ | 119.39 | | | $ | 119.22 | | | $ | 171.39 | | | $ | 167.36 | | | $ | 207.28 | | |
| NYSE MARKET INDEX | | $ | 100.00 | | | $ | 95.91 | | | $ | 107.36 | | | $ | 127.46 | | | $ | 116.06 | | | $ | 145.66 | | |
| SIC CODE INDEX | | $ | 100.00 | | | $ | 111.14 | | | $ | 102.42 | | | $ | 156.71 | | | $ | 165.13 | | | $ | 205.80 | | |
| S&P 500 INDEX | | $ | 100.00 | | | $ | 101.38 | | | $ | 113.51 | | | $ | 138.29 | | | $ | 132.23 | | | $ | 173.86 | | |
| | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 29, 2019 to October 26, 2019 | | | 646 | | | $ | 217.06 | | | | 646 | | | $ | 2,112,901 | |
| October 27, 2019 to November 23, 2019 | | | 797 | | | $ | 214.93 | | | | 797 | | | $ | 1,941,602 | |
| November 24, 2019 to December 31, 2019 | | | 1,092 | | | $ | 228.96 | | | | 1,092 | | | $ | 1,691,643 | |
| Total | | | 2,535 | | | $ | 221.52 | | | | 2,535 | | | $ | 1,691,643 | |
lump-sum
pre-tax
| Acquired in-process research and development | | | — | | | | — | | | | 5,000 | | | | — | | | | (100 | %) |
In 2018, the increase in instrument system sales was primarily driven by an increase in demand for LC and TA’s instrument systems.
In addition, the effect of foreign currency translation negatively impacted sales by 2% overall.
The Company’s sales growth in 2018 was primarily driven by the 7% sales growth in Asia, with China’s sales growing 15%.
Sales in Europe decreased 4% in 2019 and increased 4% in 2018.
In 2019, Europe sales were impacted by weak demand in Western Europe caused by the political uncertainties of Brexit and the effect of foreign currency translation, which reduced sales by 4% in 2019 and increased sales by 3% in 2018.
The Americas sales in 2019 were negatively impacted by macroeconomic conditions in Latin America, and the 2018 Americas sales growth can be attributed to the increase in sales after the lower customer demand stemming from the 2017 natural disasters in the U.S., Mexico and Puerto Rico.
Sales to pharmaceutical customers were flat in 2019 and grew 5% in 2018.
Sales to pharmaceutical customers in 2019 were negatively impacted by the lower customer demand in China for our instrument systems as a result of changes in governmental policy and lower sales in Latin America.
Despite the sales declines in China and Latin America, the need for global access to prescription drugs and the testing of newer and complex biologic drugs increased in the rest of the world.
The 2019 industrial customer sales were negatively impacted by a 6% decline in TA instrument system sales and a 1% decline from the effect of foreign currency translation.
Operating income increased 12% in 2018 as compared to 2017.
An excerpt. Shown here: 40 of 862 rewritten, 40 of 595 added and 40 of 382 removed. The counts are complete. For every sentence, read Item 4. Mine Safety Disclosures in the FY2020 filing and the FY2019 filing.
Item 9. :
10 rewritten, 3 added, 42 removed, 14 unchanged
Changes in and Disagreements with Accountants on Accounting and [removed: Financial Disclosure]
The Company’s chief executive officer and chief financial officer (principal executive officer and principal financial officer), with the participation of management, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in [removed: Rules]
[added: Rules] 13a-15(e)
under the [added: Securities] Exchange [removed: Act)] [added: Act of 1934,] as [added: amended (the “Exchange Act”)) as] of the end of the period covered by this annual report on Form
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: 2019] [added: 2020] (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: 46 of this Form]
See the report of PricewaterhouseCoopers LLP in Item 8 beginning on page [removed: 47 of this Form]
No change was identified in the Company’s internal control over financial reporting (as defined in [removed: Rules]
[added: Rules] 13a-15(f)
under the Exchange Act) during the quarter ended December 31, [removed: 2019] [added: 2020] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Financial Disclosure
of this Form
of this Form
None.
| --- | --- |
10-K.
| Item 9B: Other | Information |
PART III
| Item 10: | Directors, Executive Officers and Corporate Governance |
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 2020 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 2020 Annual Meeting of Stockholders under the heading “Delinquent Section 16(a) Reports”.
Information regarding the Company’s Audit Committee and Audit Committee Financial Expert is contained in the definitive proxy statement for the 2020 Annual Meeting of Stockholders under the headings “Report of the Audit Committee of the Board of Directors” and “Directors Meetings and Board Committees”.
Such information is incorporated herein by reference.
Information regarding the Company’s executive officers is contained in Part I of this Form
The Company has adopted a Global Code of Business Conduct & 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 Code has been distributed to all employees of the Company.
In addition, the Code is available on the Company’s website,
www.waters.com
, under the caption “Corporate Governance”.
The Company intends to satisfy the disclosure requirement regarding any amendment to, or waiver of a provision of, the Code applicable to any executive officer or director by posting such information on its website.
The Company shall also provide to any person without charge, upon request, a copy of the Code.
Any such request must be made in writing to the Secretary of the Company, c/o Waters Corporation, 34 Maple Street, Milford, MA 01757.
The Company’s corporate governance guidelines and the charters of the audit committee, compensation committee, finance committee and nominating and corporate governance committee of the Board of Directors are available on the Company’s website,
The Company shall provide to any person without charge, upon request, a copy of any of the foregoing materials.
| Item 11: | Executive Compensation |
This information is contained in the Company’s definitive proxy statement for the 2020 Annual Meeting of Stockholders under the headings “Compensation of Directors and Executive Officers”, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report”.
| Item 12: | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Except for the Equity Compensation Plan information set forth below, this information is contained in the Company’s definitive proxy statement for the 2020 Annual Meeting of Stockholders under the heading “Security Ownership of Certain Beneficial Owners and Management”.
Equity Compensation Plan Information
The following table provides information as of December 31, 2019 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):
| | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | A | | | | B | | | | C | | |
| | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) | | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (1) | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (A)) | | |
| Equity compensation plans approved by security holders | | | 1,861 | | | $ | 158.61 | | | | 2,711 | |
| Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | |
| Total | | | 1,861 | | | $ | 158.61 | | | | 2,711 | |
| (1) | Column (a) includes an aggregate of 406 shares 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 14, Stock-Based Compensation, in the Notes to Consolidated Financial Statements for a description of the material features of the Company’s equity compensation plans.
| Item | 13: Certain Relationships and Related Transactions and Director Independence |
This information is contained in the Company’s definitive proxy statement for the 2020 Annual Meeting of Stockholders under the headings “Directors Meetings and Board Committees”, “Corporate Governance” and “Compensation of Directors and Executive Officers”.
| Item | 14: Principal Accountant Fees and Services |
An excerpt. Shown here: all 10 rewritten, all 3 added and 40 of 42 removed. The counts are complete. For every sentence, read Item 9. : in the FY2020 filing and the FY2019 filing.
Item 9B. Other Information
0 rewritten, 56 added, 0 removed, 0 unchanged
New section this year
Other Information
None.
PART III
| Item 10: | Directors, Executive Officers and Corporate Governance |
| --- | --- |
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 2021 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 2021 Annual Meeting of Stockholders under the heading “Delinquent Section 16(a) Reports”.
Information regarding the Company’s Audit Committee and Audit Committee Financial Expert is contained in the definitive proxy statement for the 2021 Annual Meeting of Stockholders under the headings “Report of the Audit Committee of the Board of Directors” and “Directors Meetings and Board Committees”.
Such information is incorporated herein by reference.
Information regarding the Company’s executive officers is contained in Part I of this
Form 10-K.
The Company has adopted a Global Code of Business Conduct & 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 Code has been distributed to all employees of the Company.
In addition, the Code is available on the Company’s website,
www.waters.com
, under the caption “Corporate Governance”.
The Company intends to satisfy the disclosure requirement regarding any amendment to, or waiver of a provision of, the Code applicable to any executive officer or director by posting such information on its website.
The Company shall also provide to any person without charge, upon request, a copy of the Code.
Any such request must be made in writing to the Secretary of the Company, c/o Waters Corporation, 34 Maple Street, Milford, MA 01757.
The Company’s corporate governance guidelines and the charters of the audit committee, compensation committee, 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”.
The Company shall provide to any person without charge, upon request, a copy of any of the foregoing materials.
Any such request must be made in writing to the Secretary of the Company, c/o Waters Corporation, 34 Maple Street, Milford, MA 01757.
| Item 11: | Executive Compensation |
| --- | --- |
This information is contained in the Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders under the headings “Compensation of Directors and Executive Officers”, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report”.
Such information is incorporated herein by reference.
| Item 12: | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
| --- | --- |
Except for the Equity Compensation Plan information set forth below, this information is contained in the Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders under the heading “Security Ownership of Certain Beneficial Owners and Management”.
Such information is incorporated herein by reference.
Equity Compensation Plan Information
The following table provides information as of December 31, 2020 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):
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | A | | | | B | | | | C | | |
| | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) | | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (1) | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (A)) | | |
| Equity compensation plans approved by security holders | | | 1,476 | | | $ | 179.59 | | | | 7,195 | |
An excerpt. Shown here: all 0 rewritten, 40 of 56 added and all 0 removed. The counts are complete. For every sentence, read Item 9B. Other Information in the FY2020 filing.
Item 15. Exhibits, Financial Statement Schedules
68 rewritten, 105 added, 13 removed, 113 unchanged
The consolidated financial statements of the Company and its subsidiaries are filed as part of this [removed: Form]
and are set forth on pages [removed: 50] [added: 56] to [removed: 95.][added: 103.]
The report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, dated February [removed: 25, 2020,] [added: 24, 2021,] is set forth beginning on page [removed: 47] [added: 53] of this [removed: Form]
| Exhibit Number | | [removed: | |] Description of Document |
| [removed: |] 3.1 | | [removed: |] Second Amended and Restated Certificate of Incorporation of Waters Corporation.(1)(P) |
| [removed: |] 3.2 | | [removed: |] [Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of May 12, 1999.(3)](http://www.sec.gov/Archives/edgar/data/1000697/000104746999030964/0001047469-99-030964.txt) |
| [removed: |] 3.3 | | [removed: |] [Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of July 27, 2000.(4)](http://www.sec.gov/Archives/edgar/data/1000697/000091205700035253/ex-3_12.txt) |
| [removed: |] 3.4 | | [removed: |] [Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of May 25, 2001.(5)](http://www.sec.gov/Archives/edgar/data/1000697/000092701602001727/dex313.txt) |
| [removed: |] 3.5 | | [removed: |] [Amended and Restated Bylaws of Waters Corporation, dated as of [removed: December 5, 2017.(29)](http://www.sec.gov/Archives/edgar/data/1000697/000119312517364940/d470585dex31.htm)] [added: October 8, 2020.(33)](http://www.sec.gov/Archives/edgar/data/1000697/000119312520266377/d95602dex31.htm)] |
| [removed: |] 4.1 | | [removed: |] [Description of Registrant’s [removed: Securities](https://www.sec.gov/Archives/edgar/data/1000697/000119312520048303/d862312dex41.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1000697/000119312521054385/d32803dex41.htm)] |
| [removed: |] 10.1 | | [removed: |] Waters Corporation Retirement Plan.(2)(P)(*) |
| [removed: |] 10.2 | | [removed: |] [Waters Corporation 2003 Equity Incentive Plan.(6)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013503005751/b48537wcexv4w1.txt) |
| [removed: |] 10.3 | | [removed: |] [First Amendment to the Waters Corporation 2003 Equity Incentive Plan.(7)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013504001254/b48994wcexv10w17.txt) |
| [removed: |] 10.4 | | [removed: |] [Form of Director Stock Option Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(8)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013504005261/b52084wcexv10w27.txt) |
| [removed: |] 10.5 | | [removed: |] [Form of Director Restricted Stock Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(8)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013504005261/b52084wcexv10w28.txt) |
| [removed: |] 10.6 | | [removed: |] [Form of Executive Officer Stock Option Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(8)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013504005261/b52084wcexv10w29.txt) |
| [removed: |] 10.7 | | [removed: |] [Second Amendment to the Waters Corporation 2003 Equity Incentive Plan.(9)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013505004504/b55598wcexv10w38.htm) |
| [removed: |] 10.8 | | [removed: |] [Third Amendment to the Waters Corporation 2003 Equity Incentive Plan.(10)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013507001300/b63656wcexv10w48.txt) |
| [removed: |] 10.9 | | [removed: |] [Amended and Restated Waters 401(k) Restoration Plan, effective January 1, 2008.(11)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013507006667/b67183wcexv10w52.htm) |
| [removed: |] 10.10 | | [removed: |] [Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Mark T. Beaudouin.(12)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013508001339/b68112wcexv10w53.htm) |
| [removed: |] 10.11 | | [removed: |] [Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Elizabeth B. Rae.(12)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013508001339/b68112wcexv10w58.htm) |
| [removed: |] 10.12 | | [removed: |] [Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Eugene G. Cassis.(21)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312515067900/d849246dex1014.htm) |
| [removed: |] 10.13 | | [removed: |] [Amended and Restated Waters Retirement Restoration Plan, effective January 1, 2008.(13)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013509001331/b72903wcexv10w49.htm) |
| [removed: |] 10.14 | | [removed: |] [Amended and Restated Waters Corporation 1996 Non-Employee Director Deferred Compensation Plan, Effective January 1, 2008.(13)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013509001331/b72903wcexv10w5.htm) |
| [removed: |] 10.15 | | [removed: |] [2014 Waters Corporation Management Incentive Plan.(21)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312515067900/d849246dex1017.htm) |
| [removed: |] 10.16 | | [removed: |] [Waters Corporation 2009 Employee Stock Purchase Plan.(14)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095012309021422/b76149wcexv4w1.htm) |
| [removed: |] 10.17 | | [removed: |] [Note Purchase Agreement, dated as of February 1, 2010, between Waters Corporation and the purchases named therein.(15)](http://www.sec.gov/Archives/edgar/data/1000697/000095012310017583/b78684exv10w61.htm) |
| [removed: |] 10.18 | | [removed: |] [First Amendment to the Note Purchase Agreement, dated as of February 1, 2010.(16)](http://www.sec.gov/Archives/edgar/data/1000697/000095012311046109/b85480exv10w63.htm) |
| [removed: |] 10.19 | | [removed: |] [Note Purchase Agreement, dated March 15, 2011, between Waters Corporation and the purchases named therein.(16)](http://www.sec.gov/Archives/edgar/data/1000697/000095012311046109/b85480exv10w62.htm) |
| [removed: |] 10.20 | | [removed: |] [Waters Corporation 2012 Equity Incentive Plan.(17)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312512380231/d404655dex41.htm) |
| [removed: |] 10.21 | | [removed: |] [Form of Waters 2012 Stock Option Agreement - Executive Officers.(18)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312512498191/d453660dex101.htm) |
| [removed: |] 10.22 | | [removed: |] [Form of Waters 2012 Stock Option Agreement - Directors.(18)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312512498191/d453660dex102.htm) |
| [removed: |] 10.23 | | [removed: |] [Form of Waters 2012 Restricted Stock Agreement - Directors.(18)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312512498191/d453660dex103.htm) |
| [removed: |] 10.24 | | [removed: |] [Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - Five Year Vesting.(19)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312513469540/d644445dex101.htm) |
| [removed: |] 10.25 | | [removed: |] [Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - One Year Vesting.(19)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312513469540/d644445dex102.htm) |
| [removed: |] 10.26 | | [removed: |] [Note Purchase Agreement, dated June 30, 2014, between Waters Corporation and the purchases named therein.(20)](http://www.sec.gov/Archives/edgar/data/1000697/000119312514290679/d760078dex101.htm) |
| [removed: |] 10.27 | | [removed: |] [Change of Control/Severance Agreement, dated as of April 1, 2015, between Waters Corporation and Michael F. Silveira.(22)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312515178581/d919579dex101.htm) |
| [removed: |] 10.28 | | [removed: |] [President and Chief Executive Employment Agreement.(23)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312515282127/d84496dex101.htm) |
| [removed: |] 10.29 | | [removed: |] [Change of Control/Severance Agreement, dated as of September 8, 2015, between Waters Corporation and Christopher J. O’Connell.(23)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000119312515282127/d84496dex102.htm) |
| [removed: |] 10.30 | | [removed: |] [Note Purchase Agreement, dated as of May 12, 2016, between Waters Corporation and the purchasers named therein.(24)](http://www.sec.gov/Archives/edgar/data/1000697/000119312516672751/d207602dex101.htm) |
Form 10-K
Form 10-K.
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10-K
10-K.
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| /s/ Sherry L. Buck |
| Sherry L. Buck |
| Senior Vice President and |
| /s/ Christopher J. O’Connell | | Chairman of the Board of Directors and Chief |
| Christopher J. O’Connell | | Executive Officer (principal executive officer) |
| /s/ Sherry L. Buck | | Senior Vice President and Chief Financial Officer |
| /s/ Dr. Laurie H. Glimcher | | Director |
| Dr. Laurie H. Glimcher | | |
| /s/ Flemming Ornskov | | Director |
An excerpt. Shown here: 40 of 68 rewritten, 40 of 105 added and all 13 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2020 filing and the FY2019 filing.