Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report:
The consolidated financial statements of the Company and its subsidiaries are filed as part of this
Form 10-K
and are set forth on pages 56 to 103. The report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, dated February 24, 2021, is set forth beginning on page 53 of this
Form 10-K.
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| Exhibit Number | | Description of Document |
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| 3.1 | | Second Amended and Restated Certificate of Incorporation of Waters Corporation.(1)(P) |
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| 3.2 | | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of May 12, 1999.(3) |
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| 3.3 | | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of July 27, 2000.(4) |
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| 3.4 | | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of May 25, 2001.(5) |
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| 3.5 | | Amended and Restated Bylaws of Waters Corporation, dated as of October 8, 2020.(33) |
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| 4.1 | | Description of Registrant’s Securities |
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| 10.1 | | Waters Corporation Retirement Plan.(2)(P)(*) |
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| 10.2 | | Waters Corporation 2003 Equity Incentive Plan.(6)(*) |
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| 10.3 | | First Amendment to the Waters Corporation 2003 Equity Incentive Plan.(7)(*) |
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| 10.4 | | Form of Director Stock Option Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(8)(*) |
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| 10.5 | | Form of Director Restricted Stock Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(8)(*) |
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| 10.6 | | Form of Executive Officer Stock Option Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(8)(*) |
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| 10.7 | | Second Amendment to the Waters Corporation 2003 Equity Incentive Plan.(9)(*) |
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| 10.8 | | Third Amendment to the Waters Corporation 2003 Equity Incentive Plan.(10)(*) |
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| 10.9 | | Amended and Restated Waters 401(k) Restoration Plan, effective January 1, 2008.(11)(*) |
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| 10.10 | | Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Mark T. Beaudouin.(12)(*) |
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| 10.11 | | Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Elizabeth B. Rae.(12)(*) |
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| 10.12 | | Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Eugene G. Cassis.(21)(*) |
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| 10.13 | | Amended and Restated Waters Retirement Restoration Plan, effective January 1, 2008.(13)(*) |
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| Exhibit Number | | Description of Document |
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| 10.14 | | Amended and Restated Waters Corporation 1996 Non-Employee Director Deferred Compensation Plan, Effective January 1, 2008.(13)(*) |
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| 10.15 | | 2014 Waters Corporation Management Incentive Plan.(21)(*) |
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| 10.16 | | Waters Corporation 2009 Employee Stock Purchase Plan.(14)(*) |
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| 10.17 | | Note Purchase Agreement, dated as of February 1, 2010, between Waters Corporation and the purchases named therein.(15) |
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| 10.18 | | First Amendment to the Note Purchase Agreement, dated as of February 1, 2010.(16) |
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| 10.19 | | Note Purchase Agreement, dated March 15, 2011, between Waters Corporation and the purchases named therein.(16) |
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| 10.20 | | Waters Corporation 2012 Equity Incentive Plan.(17)(*) |
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| 10.21 | | Form of Waters 2012 Stock Option Agreement - Executive Officers.(18)(*) |
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| 10.22 | | Form of Waters 2012 Stock Option Agreement - Directors.(18)(*) |
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| 10.23 | | Form of Waters 2012 Restricted Stock Agreement - Directors.(18)(*) |
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| 10.24 | | Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - Five Year Vesting.(19)(*) |
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| 10.25 | | Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - One Year Vesting.(19)(*) |
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| 10.26 | | Note Purchase Agreement, dated June 30, 2014, between Waters Corporation and the purchases named therein.(20) |
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| 10.27 | | Change of Control/Severance Agreement, dated as of April 1, 2015, between Waters Corporation and Michael F. Silveira.(22)(*) |
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| 10.28 | | President and Chief Executive Employment Agreement.(23)(*) |
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| 10.29 | | Change of Control/Severance Agreement, dated as of September 8, 2015, between Waters Corporation and Christopher J. O’Connell.(23)(*) |
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| 10.30 | | Note Purchase Agreement, dated as of May 12, 2016, between Waters Corporation and the purchasers named therein.(24) |
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| 10.31 | | Form of Waters 2012 Performance Stock Unit Award Agreement.(25)(*) |
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| 10.32 | | Senior Vice President and Chief Financial Officer Employment Agreement.(26)(*) |
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| 10.33 | | Change of Control/Severance Agreement, dated as of January 9, 2017, between Waters Corporation and Sherry L. Buck.(26)(*) |
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| 10.34 | | Form of Change of Control/Severance Agreement.(27)(*) |
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| 10.35 | | Employment Agreement, dated July 21, 2017, between Waters Corporation and Dr. Rohit Khanna.(28)(*) |
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| 10.36 | | Credit Agreement, dated as of November 30, 2017, among Waters Corporation, JPMorgan Chase Bank, N.A., JP Morgan Europe Limited and other Lenders party thereto.(30) |
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| 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.(31) |
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| 10.38 | | Second Amendment to the Note Purchase Agreement, dated as of February 1, 2010.(31) |
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| 10.39 | | First Amendment to the Note Purchase Agreement, dated as of March 15, 2011.(31) |
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| Exhibit Number | | Description of Document |
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| 10.40 | | First Amendment to the Note Purchase Agreement, dated as of June 30, 2014.(31) |
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| 10.41 | | First Amendment to the Note Purchase Agreement, dated as of May 12, 2016.(31) |
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| 10.42 | | Note Purchase Agreement, dated as of September 12, 2019, between Waters Corporation and the purchasers named therein.(32) |
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| 10.43 | | Form of Performance Stock Unit Award Agreement under the Waters Corporation 2012 Equity Incentive Plan.(36)(*) |
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| 10.44 | | Chief Executive Officer Transition and Separation Agreement, dated June 17, 2020, between Waters Corporation and Christopher J. O’Connell.(34)(*) |
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| 10.45 | | President and Chief Executive Employment Agreement, dated July 14, 2020, between Waters Corporation and Udit Batra.(34)(*) |
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| 10.46 | | Change of Control/Severance Agreement, dated as of July 14, 2020, between Waters Corporation and Udit Batra.(34)(*) |
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| 10.47 | | Waters Corporation 2020 Equity Incentive Plan.(35)(*) |
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| 10.48 | | Employee Form of Stock Option Award Agreement under the Waters Corporation 2020 Equity Incentive Plan.(34)(*) |
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| 10.49 | | Director Form of Stock Option Award Agreement under the Waters Corporation 2020 Equity Incentive Plan.(34)(*) |
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| 10.50 | | Form of RSU Agreement under the Waters Corporation 2020 Equity Incentive Plan.(34)(*) |
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| 10.51 | | CEO Form of PSU Agreement under the Waters Corporation 2020 Equity Incentive Plan.(34)(*) |
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| 10.52 | | Employee (Non-CEO) PSU Agreement under the Waters Corporation 2020 Equity Incentive Plan.(34)(*) |
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| 10.53 | | Director Form of RSA Agreement under the Waters Corporation 2020 Equity Incentive Plan.(34)(*) |
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| 21.1 | | Subsidiaries of Waters Corporation. |
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| 23.1 | | Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm. |
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| 31.1 | | Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 31.2 | | Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 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 2002.(**) |
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| 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 2002.(**) |
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| 101 | | The following materials from Waters Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in iXBRL (Inline 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 (Deficit) and (vi) Notes to Consolidated Financial Statements. |
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| 104 | | Cover Page Interactive Date File (formatted in iXBRL and contained in Exhibit 101). |
| (1) | Incorporated by reference to the Registrant’s Report on Form 10-K dated March 29, 1996 (File No. 001-14010). |
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| (2) | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-96934). |
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| (3) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 11, 1999 (File No. 001-14010). |
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| (4) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 8, 2000 (File No. 001-14010). |
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| (5) | Incorporated by reference to the Registrant’s Report on Form 10-K dated March 28, 2002 (File No. 001-14010). |
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| (6) | Incorporated by reference to the Registrant’s Report on Form S-8 dated November 20, 2003 (File No. 333-110613). |
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| (7) | Incorporated by reference to the Registrant’s Report on Form 10-K dated March 12, 2004 (File No. 001-14010). |
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| (8) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 10, 2004 (File No. 001-14010). |
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| (9) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 5, 2005 (File No. 001-14010). |
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| (10) | Incorporated by reference to the Registrant’s Report on Form 10-K dated March 1, 2007 (File No. 001-14010). |
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| (11) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 2, 2007 (File No. 001-14010). |
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| (12) | Incorporated by reference to the Registrant’s Report on Form 10-K dated February 29, 2008 (File No. 001-14010). |
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| (13) | Incorporated by reference to the Registrant’s Report on Form 10-K dated February 27, 2009 (File No. 001-14010). |
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| (14) | Incorporated by reference to the Registrant’s Report on Form S-8 dated July 10, 2009 (File No. 333-160507). |
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| (15) | Incorporated by reference to the Registrant’s Report on Form 10-K dated February 26, 2010 (File No. 001-14010). |
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| (16) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated May 6, 2011 (File No. 001-14010). |
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| (17) | Incorporated by reference to the Registrant’s Report on Form S-8 dated September 5, 2012 (File No. 333-183721). |
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| (18) | Incorporated by reference to the Registrant’s Report on Form 8-K dated December 11, 2012 (File No. 001-14010). |
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| (19) | Incorporated by reference to the Registrant’s Report on Form 8-K dated December 11, 2013 (File No. 001-14010). |
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| (20) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 1, 2014 (File No. 001-14010). |
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| (21) | Incorporated by reference to the Registrant’s Report on Form 10-K dated February 27, 2015 (File No. 001-14010). |
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| (22) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated May 8, 2015 (File No. 001-14010). |
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| (23) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 7, 2015 (File No. 001-14010). |
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| (24) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 5, 2016 (File No. 001-14010). |
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| (25) | Incorporated by reference to the Registrant’s Report on Form 8-K dated December 15, 2016 (File No. 001-14010). |
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| (26) | Incorporated by reference to the Registrant’s Report on Form 10-K dated February 24, 2017 (File No. 001-14010). |
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| (27) | Incorporated by reference to the Registrant’s Report on Form 8-K dated March 27, 2017 (File No. 001-14010). |
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| (28) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 3, 2017 (File No. 001-14010). |
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| (29) | Incorporated by reference to the Registrant’s Report on Form 8-K dated December 8, 2017 (File No. 001-14010). |
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| (30) | Incorporated by reference to the Registrant’s Report on Form 10-K dated February 27, 2018 (File No. 001-14010). |
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| (31) | Incorporated by reference to the Registrant’s Report on Form 10-K/A dated March 1, 2019 (File No. 001-14010). |
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| (32) | Incorporated by reference to the Registrant’s Report on Form 8-K dated September 16, 2019 (File No. 001-14010). |
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| (33) | Incorporated by reference to the Registrant’s Report on Form 8-K dated October 8, 2020 (File No. 001-14010). |
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| (34) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated July 29, 2020 (File No. 001-14010). |
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| (35) | Incorporated by reference to Exhibit 4.2 of the Registration Statement filed on Form S-8 dated June 8, 2020 (File No. 333-239020). |
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| (36) | Incorporated by reference to the Registrant’ Report on Form 10-K dated February 25, 2020 (File |
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No. 001-14010).
| (*) | Management contract or compensatory plan required to be filed as an Exhibit to this Form 10-K. |
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| (**) | This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filing, except to the extent the Company specifically incorporates it by reference. |
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| (b) | See Item 15 (a) (2) above. |
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| Item 16: | Form 10-K Summary |
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The optional summary in Item 16 has not been included in this Form
10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| WATERS CORPORATION |
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| /s/ Michael F. Silveira |
| Michael F. Silveira |
| Interim Chief Financial Officer |
| (principal financial officer) |
| (principal accounting officer) |
Date: February 24, 2021
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 24, 2021.
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| /s/ Dr. Flemming Ornskov, M.D., M.P.H. | | Chairman of the Board of Directors |
| Dr. Flemming Ornskov, M.D., M.P.H. | | |
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| /s/ Dr. Udit Batra | | President and Chief Executive Officer |
| Dr. Udit Batra | | Director (principal executive officer) |
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| /s/ Michael F. Silveira | | Interim Chief Financial Officer |
| Michael F. Silveira | | (principal financial officer) (principal accounting officer) |
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| /s/ Linda Baddour | | Director |
| Linda Baddour | | |
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| /s/ Dr. Michael J. Berendt | | Director |
| Dr. Michael J. Berendt | | |
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| /s/ Edward Conard | | Director |
| Edward Conard | | |
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| /s/ Dr. Pearl S. Huang | | Director |
| Dr. Pearl S. Huang | | |
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| /s/ Gary Hendrickson | | Director |
| Gary Hendrickson | | |
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| /s/ Christopher A. Kuebler | | Director |
| Christopher A. Kuebler | | |
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| /s/ JoAnn A. Reed | | Director |
| JoAnn A. Reed | | |
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| /s/ Thomas P. Salice | | Director |
| Thomas P. Salice | | |
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