Waters (WAT) 10-K risk factor changes: FY2021 vs FY2020

[removed: COVID-19][added: COVID-19,]

Such measures have had and are expected to continue to have adverse impacts on the [removed: U.S.] [added: United States] and foreign economies of uncertain severity and [removed: duration] [added: duration,] and have had and may continue to have a negative impact on the Company’s operations, including [removed: the Company’s] [added: Company] sales, supply chain and cash flow.

pandemic [removed: also] has [removed: the potential] [added: and may continue] to [removed: significantly] [added: have a significant] impact [added: on] 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.

We [added: have and] may [removed: also see] [added: continue to have] disruptions or delays in shipments of certain materials or components of our products.

[removed: As company employees work from home] and access the Company’s [removed: system] [added: systems] remotely, the Company may be subject to heightened security risks, including the risks of cyber-attacks.

[removed: Additionally,] [added: Furthermore, the Company’s business could be adversely affected] if any of the Company’s key management employees are unable to perform their duties for a period of time, including as [removed: the] [added: a] result of [removed: illness, the Company’s business, results of operations and financial condition could be adversely affected.][added: illness.]

[removed: Ultimately, the][added: The]

Approximately [added: 72% and] 71% of the Company’s net sales in [removed: both 2020] [added: 2021] and [removed: 2019] [added: 2020, respectively,] were outside of the United States and were primarily denominated in foreign currencies.

As a result, a significant portion of the Company’s sales and operations are subject to certain risks, including adverse developments in the political, regulatory and economic environment, in particular, uncertainty regarding possible changes to foreign and domestic trade policy; the effect of the U.K.’s exit from the European Union as well as the financial difficulties and debt burden experienced by a number of European countries; the instability and potential impact of war or terrorism; the instability and possible dissolution of the Euro as a single currency; sudden movements in a country’s foreign exchange rates due to a change in a country’s sovereign risk profile or foreign exchange regulatory practices; tariffs and other trade barriers; the impact of [removed: public] [added: global] health [added: pandemics and] epidemics, such as [removed: the coronavirus currently impacting China and elsewhere; difficulties in staffing and managing foreign operations; and associated adverse operational, contractual and tax consequences.]

Approximately [removed: 59%] [added: 60%] and [removed: 57%] [added: 59%] of the Company’s net sales in [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively, were to worldwide pharmaceutical and biotechnology companies, which may be periodically subject to unfavorable market conditions and consolidations.

The Company is in the process of developing new products with recently acquired [added: technologies.]

The future development of these new products will require a significant amount of spending over [removed: the next few years before significant, robust sales will be realized.]

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 [added: manufacturing firms in Singapore.]

[removed: The] [added: Prior to April 1, 2021, the] Company [removed: has] [added: had] a tax exemption in Singapore on certain types of [removed: income through March 2021,] [added: income,] based upon the achievement and continued satisfaction of certain operational and financial milestones, which the Company met as of December 31, 2020 and [removed: expects to maintain] [added: maintained] through March 2021.

[removed: Currently, the] [added: The] Company [removed: has] [added: had] determined that it [removed: is] [added: was] more likely than not to realize the tax exemption in Singapore and, accordingly, [removed: has] [added: did] not [removed: recognized] [added: recognize] any reserves for unrecognized tax benefits on its balance sheet related to this tax exemption.

[removed: In the event that] [added: If] any of the milestone targets were not met, the Company would not [removed: be] [added: have been] entitled to the tax exemption on income earned in Singapore dating back to the start date of the agreement (April 1, 2016), and all the tax benefits previously recognized would be reversed, resulting in the recognition of income tax expense equal to the statutory tax of 17% on income earned during that period.

[removed: In addition, the] [added: The] Company [removed: has] [added: entered into] a new Development and Expansion Incentive in Singapore that provides a concessionary income tax rate of 5% on certain types of income for the period April 1, 2021 through March 31, 2026.

The market for employees in our industry is extremely competitive, and competitors for talent, particularly engineering talent, increasingly attempt to hire, and to varying degrees have [removed: been successful in hiring, our employees.]

None of the Company’s key management employees, with the exception of the [removed: President and] Chief Executive [added: Officer and Chief Financial] Officer, have an employment contract with the Company and there can be no assurance that such individuals will remain with the Company.

[removed: Additionally, if,] [added: If,] for any reason, other key personnel do not continue to be active in management, the Company’s results of operations or financial condition could be adversely affected.

[removed: Additionally, we must maintain and periodically upgrade our information and web-based] systems, which has caused and will in the future cause temporary interruptions to our technology infrastructure.

[removed: In addition, at times, the Company faces attempts by third] parties to defeat its security measures or exploit vulnerabilities in its systems.

While we continue to enhance our controls, we cannot be certain that we will be able to prevent future significant deficiencies or material [removed: weaknesses.]

In [removed: 2019,] [added: 2020,] 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: 2020] [added: 2021] supply chain, and the Company plans to file its [removed: 2020] [added: 2021] Form SD with the SEC in May [removed: 2021.][added: 2022.]

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 [added: emissions from such chemicals and/or other substances, the Company may be required to make certain changes and adaptations to its manufacturing processes.]

[removed: The Company sponsors various retirement plans, both inside and outside the U.S.] Any changes in regulations made by governments in countries in which the Company sponsors retirement plans could adversely impact the Company’s cash flows or results of operations.

For example, changes in long-term interest rates affect the discount rate that is used to measure the Company’s retirement plan [removed: obligations and related expense.]

The Company had [removed: $1.4] [added: $1.5] billion in debt and [removed: $443] [added: $569] million in cash, cash equivalents and investments as of December 31, [removed: 2020.][added: 2021.]

As of December 31, [removed: 2020,] [added: 2021,] the Company also had the ability to borrow an additional [removed: $1.4] [added: $1.6] billion from its existing, committed credit facility.

All but a small portion of the Company’s debt was in the U.S. There is a substantial cash requirement in the [removed: U.S.] [added: United States] to fund operations and capital expenditures, service debt interest obligations, finance potential [removed: U.S.] [added: United States] acquisitions and continue authorized stock repurchase programs.

The adverse effects of the continuing

pandemic and an indeterminate recovery period has negatively affected the Company’s business and operations, and may continue to negatively impact the Company’s business and operations, the nature and extent of such impact is highly uncertain.

The impact of the global

pandemic over the last two years has resulted in a widespread public health crisis.

pandemic has caused significant volatility and continued spread throughout the United States and globally, which has disrupted and may continue to disrupt the Company’s business.

In response, governments of most countries, including the United States, as well as private businesses, have implemented numerous measures attempting to contain and mitigate the effects of

COVID-19.

The current logistic and supply chain issues being experienced throughout the world have made it more difficult for us to manage our operations and as such we cannot provide any assurances that any further disruptions in the logistics and supply chains will not have a material impact on our future financial results and cashflows.

In addition, in the event of a sustained downturn in customer demand or other economic conditions due to the

pandemic could result in material charges related to bad debt or inventory write-offs, restructuring charges, or impairments of long-lived assets, including both tangible and intangible assets.

Furthermore, such a sustained downturn in financial markets and asset values could adversely affect the Company’s cost of capital, liquidity and access to capital markets.

pandemic has caused the Company to take measures to modify its business practices.

We have invested in maintaining safe work environments for our employees by, among other things, adding work from home flexibility, adjusting attendance policies to encourage those who are sick to stay at home, increasing cleaning protocols across all work locations, initiating regular communications regarding the impacts of the

pandemic, establishing new physical distancing and safety procedures for employees, modifying workplaces as appropriate and implementing protocols to address actual and suspected

cases and potential exposure.

Further, the Company has modified policies regarding employee travel and physical participation in meetings, events and conferences.

The Company may take further actions as may be required by government authorities or that the Company determines are in the best interests of, among others, its employees, customers, distributors and suppliers.

The Company’s change in business practices may result in the Company experiencing lower workforce efficiency and productivity.

In addition, as Company employees work from home

Although we are in

re-opening

processes for our corporate and other facilities, such processes may face future closure requirements.

There is no certainty that the Company measures will be sufficient to mitigate the risks posed by

and the Company’s ability to perform critical functions could be adversely impacted.

The degree to which

ultimately affects the Company’s business, financial results and operations will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, including the effect of the emergence of variants of the virus, its severity, the actions to contain the virus or treat its impact, the availability, distribution, acceptance and efficacy of a vaccine, and how quickly and to what extent normal economic and operating conditions can resume.

COVID-19;

difficulties in staffing and managing foreign operations; and associated adverse operational, contractual and tax consequences.

the next few years before significant, robust sales will be realized.

been successful in hiring, our employees.

For example, in December 2021, a vulnerability named “Log4Shell” was reported for the widely used Java logging library, Apache Log4j 2.

We have reviewed the use of this library within our software product portfolio and in our IT environment and have taken steps to mitigate the vulnerability.

To date, cybersecurity incidents have not resulted in a material adverse impact to our business or operations, but there can be no guarantee we will not experience such an impact.

Additionally, we must maintain and periodically upgrade our information and

web-based

In addition, at times, the Company faces attempts by third

weaknesses.

Environmental, social and corporate governance (“ESG”) issues, including those related to climate change and sustainability, may have an adverse effect on our business, financial condition and results of operations and damage our reputation.

There is an increasing focus from certain investors, customers, consumers, employees and other stakeholders concerning ESG matters.

Additionally, public interest and legislative pressure related to public companies’ ESG practices continue to grow.

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

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

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,

has continued to spread throughout the U.S. and globally.

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.

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.

Certain jurisdictions have experienced increased numbers of

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

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

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.

As a result of the ongoing

pandemic, the Company has transitioned the majority of its workforce to a temporary remote working model, which may result in the Company experiencing lower workforce efficiency and productivity, which in turn may adversely affect the Company’s business, results of operations and financial condition.

The Company cannot reasonably estimate the length or severity of the

pandemic or the related response, or the extent to which the disruption may continue to impact the Company’s business, financial position, results of operations and cash flows.

pandemic could have a material adverse impact on the Company’s business, financial positions, results of operations and cash flows.

technologies.

manufacturing firms in Singapore.

On December 31, 2020, our Senior Vice President and Chief Financial Officer departed from the Company and the Company appointed an interim Chief Financial Officer, effective January 1, 2021.

We are currently conducting a search for a new Chief Financial Officer.

Competition for experienced talent is intense and our process to search for a successor may be time-consuming and divert the board of directors’ and managements’ attention away from our business.

This search and any eventual transition to a permanent Chief Financial Officer may be disruptive to our operations.

Any delay or failure in identifying, attracting or retaining a permanent Chief Financial Officer, and successfully managing this leadership transition could have an adverse effect on our results of operations or financial condition.

emissions from such chemicals and/or other substances, the Company may be required to make certain changes and adaptations to its manufacturing processes.

| Item 1B: Unresolved | Staff Comments |

| --- | --- |

None.

Management

s Discussion and Analysis of Financial Condition and

Results of Operations

Business Overview

The Company has two operating segments: Waters

TM

and TA

TM

Waters products and services primarily consist of high performance liquid chromatography (“HPLC”), ultra performance liquid chromatography (“UPLC

TM

” and, together with HPLC, referred to as “LC”), mass spectrometry (“MS”) and precision chemistry consumable products and related services.

TA products and services primarily consist of thermal analysis, rheometry and calorimetry instrument systems and service sales.

The Company’s products are used by pharmaceutical, biochemical, industrial, nutritional safety, environmental, academic and government customers.

These customers use the Company’s products to detect, identify, monitor and measure the chemical, physical and biological composition of materials and to predict the suitability and stability of fine chemicals, pharmaceuticals, water, polymers, metals and viscous liquids in various industrial, consumer goods and healthcare products.

COVID-19

Pandemic

Both the Company’s domestic and international operations have been and continue to be affected by the ongoing global

COVID-19

pandemic 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, including the effect of the emergence of variants of the virus, 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.

The

COVID-19

pandemic has not materially impacted the Company’s manufacturing facilities or those of the third parties to whom it outsources certain manufacturing processes, the distribution centers where its inventory is managed, or the operations of its logistics and other service providers.

The Company also did not see material disruptions or delays in shipments of certain materials or components of its products.

However, the current logistic and supply chain issues being experienced throughout the world have made it more difficult for us to manage our operations and as such we cannot provide any assurances that any further disruptions in the logistics and supply chains will not have a material impact on our future financial results and cashflows.

The Company has taken decisive and appropriate actions throughout the

COVID-19

pandemic, and continues to take proactive measures to guard the health of its global employee base and the safety of all customer interactions.

The Company has implemented rigorous protocols to promote a safe work environment in all of its locations that are operational around the world and continues to closely monitor and update its multi-phase process for the safe return of employees to their physical workplaces as social distancing, governmental requirements, including capacity limitations, and other protocols allow.

The vast majority of the markets the Company serves, most notably the pharmaceutical, biomedical research, materials sciences, food/environmental and clinical markets, have continued to operate at various levels, and the Company is working closely with these customers to facilitate their seamless operation.

The

COVID-19

pandemic continues to be fluid with uncertainties and risks across the global economy.

During 2020, the Company took a proactive approach managing through this unpredictability and implemented a series of cost reduction actions, which included temporary salary reductions, furloughs and reductions in

non-essential

spending and other working capital reductions in order to preserve liquidity and enhance financial flexibility.

Quantitative and Qualitative Disclosures About Market Risk

Derivative Transactions

The Company is a global company that operates in over 35 countries and, as a result, the Company’s net sales, cost of sales, operating expenses and balance sheet amounts are significantly impacted by fluctuations in foreign currency exchange rates.

The Company is exposed to currency price risk on foreign currency exchange rate fluctuations when it translates its

non-U.S.

dollar foreign subsidiaries’ financial statements into U.S. dollars, and when any of the Company’s subsidiaries purchase or sell products or services in a currency other than its own currency.

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

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

Foreign Currency Exchange Contracts

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

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

The foreign currency exchange contracts are not designated for hedge accounting treatment.

Principal hedged currencies include the Euro, Japanese yen, British pound, Mexican peso and Brazilian real.

Interest Rate Cross-Currency Swap Agreements

As of December 31, 2021, the Company had three-year interest rate cross-currency swap derivative agreements with a notional value of $230 million to hedge the variability in the movement of foreign currency exchange rates on a portion of its Euro-denominated net asset investments.

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

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

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

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

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

| | | December 31, 2021 | | | | | | | | December 31, 2020 | | | | | | |

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

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

| Other current assets | | $ | 55,309 | | | $ | 504 | | | $ | 66,690 | | | $ | 836 | |

| Other current liabilities | | $ | 9,000 | | | $ | 195 | | | $ | 20,000 | | | $ | 185 | |

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

| Other liabilities | | $ | 230,000 | | | $ | 5,363 | | | $ | 560,000 | | | $ | 44,996 | |

| Accumulated other comprehensive loss | | | | | | $ | 15,944 | | | | | | | $ | 44,996 | |

The following is a summary of the activity included in the consolidated statements of operations and statements of comprehensive income related to the foreign currency exchange contracts and interest rate cross-currency swap agreements (in thousands):

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

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

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

| | | Year Ended December 31, | | | | | | | | | | | | |

| | | 2021 | | | | 2020 | | | | 2019 | | | | |

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

| Realized (losses) gains on closed contracts | | Cost of sales | | $ | (1,973 | ) | | $ | 1,444 | | | $ | (3,552 | ) |

| Unrealized (losses) gains on open contracts | | Cost of sales | | | (343 | ) | | | 1,663 | | | | (1,292 | ) |

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

| Cumulative net pre-tax (losses) gains | | Cost of sales | | $ | (2,316 | ) | | $ | 3,107 | | | $ | (4,844 | ) |

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

[removed: Waters Corporation (the “Company,”] [added: ,”] “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.

[added: Waters] 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.

In addition, the Company designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments through its TA [added: Instruments]

[added: (“TA”)] product line.

Bio System, a versatile, [removed: iron-free,]

[removed: bio-inert,][added: Bio]

[removed: quaternary] liquid chromatograph specifically engineered to improve bioseparation analytical methods.

The Company also introduced [removed: the ACQUITY][added: a new peptide]

[added: The Company also introduced the ACQUITY] UPLC PLUS series in 2018, consisting of [removed: the]

[added: the] H-Class

PLUS, [added: H-Class PLUS]

[removed: PLUS Bio] and [added: I-Class PLUS]

[removed: PLUS] systems, which incorporate foundational enhancements into the legacy systems.

[removed: high-performance surface] [added: High Performance Surface (“HPS”)] technology.

[added: (“Q-Tof”)] instruments, such as the Company’s SYNAPT

Based upon [added: 2021] reports from independent marketing research firms and publicly-disclosed sales figures from competitors, the Company believes that it is one of the world’s largest manufacturers and distributors of LC and

The Company has been a developer and supplier of software-based products that interface with [added: both] the Company’s [removed: instruments, as well as] [added: and] other suppliers’ instruments.

The Company’s newest software [removed: technology, UNIFI][added: technology is the waters_connect]

The Company’s principal competitors in the service market include PerkinElmer, Inc., Agilent Technologies, [removed: Inc.,] [added: Inc. and] Thermo Fisher Scientific Inc. [added: These competitors can provide certain services on Waters instruments to varying degrees] and [removed: General Electric Company.][added: always present competitive risk.]

The servicing and support of instruments, software and accessories is an important source of revenue and represented over 35% of sales for Waters in [removed: 2020.][added: 2021.]

In 2020, TA introduced the new Discovery X3 Differential Scanning [removed: Calorimeter,] [added: Calorimeter (“X3 DSC”),] Discovery Hybrid Rheometers and TAM IV Micro XL isothermal microcalorimeter.

[removed: These products support] [added: The new line of Discovery Hybrid Rheometers provides increased sensitivity and versatility of rheometry measurements, supporting] the development of next-generation, high-performance materials by improving the productivity and efficiency of materials science research.

Similar to Waters, the servicing and support of TA’s instruments is an important source of revenue and represented more than [removed: 25%] [added: 20%] of sales for TA in [removed: 2020.][added: 2021.]

During [removed: 2020, 59%] [added: 2021, 60%] of the Company’s net sales were to pharmaceutical accounts, 30% to other industrial accounts and [removed: 11%] [added: 10%] to academic institutions and governmental agencies.

During fiscal years [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] no single customer accounted for more than 2% of the Company’s net sales.

Across these product technologies, using respective specialized sales and service workforces, the Company serves its customer base with [removed: 83] [added: 82] sales offices throughout the world as of December 31, [removed: 2020] [added: 2021] and approximately [removed: 4,000,] [added: 4,300,] 4,000 and [removed: 3,900] [added: 4,000] field representatives in [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

In February 2018, the Company’s Board of Directors approved expanding its Taunton [removed: location and anticipates spending an estimated $215 million to build and equip this new][added: location.]

The Company has incurred [removed: $151 million of] costs [added: of $200 million] on this facility through the end of [removed: 2020.][added: 2021, and anticipates spending approximately $50 million to complete this new state-of-the-art facility in 2022.]

[added: The instruments, components or] modules are then returned to the Company’s facilities, where its engineers perform final assembly, calibrations to customer specifications and quality control procedures.

TA’s thermal analysis, rheometry and calorimetry products are manufactured and distributed at the Company’s New Castle, Delaware, [removed: Wakefield, Massachusetts,] Eden Prairie, Minnesota, Lindon, Utah and Huellhorst, Germany facilities.

The Company’s New Castle facility is certified to ISO 9001:2015 and ISO 17025:2005 standards and the Eden Prairie facility is certified to both ISO 9001:2015 and ISO/IEC 17025:2017 [removed: standards.][added: standards, and the Lindon facility is certified to ISO 9001:2015.]

In [removed: 2019,] [added: 2020,] 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: 2020] [added: 2021] supply chain, and the Company plans to file its [removed: 2020] [added: 2021] Form SD with the SEC in May [removed: 2021.][added: 2022.]

The Company’s research and development expenditures for [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] were [removed: $141] [added: $168] million, [removed: $143] [added: $141] million and $143 million, respectively.

At December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] there were [removed: 1,112, 1,089] [added: 1,150, 1,112] and [removed: 1,011] [added: 1,089] employees, respectively, involved in the Company’s research and development efforts.

The Company employed approximately [removed: 7,400, 7,500] [added: 7,800, 7,400] and [removed: 7,200] [added: 7,500] employees at December 31, [removed: 2020,] [added: 2021,] December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively, with approximately [removed: 38%] [added: 39%] of the Company’s employees located in the United States.

| | • | | Modifying workspaces as appropriate; [removed: and] |

| | • | | Implementing protocols to address actual and suspected COVID-19 cases and potential [removed: exposure.] [added: exposure; and] |

In the markets served by Waters, the Company’s principal competitors include: Agilent Technologies, Inc., Shimadzu Corporation, Bruker Corporation, Danaher Corporation and Thermo Fisher Scientific Inc. In the markets served by TA, the Company’s principal competitors include: PerkinElmer, Inc., [removed: Mettler-Toledo International Inc.,] NETZSCH-Geraetebau GmbH, Thermo Fisher Scientific Inc., Malvern PANalytical Ltd., a subsidiary of Spectris plc, [added: Mettler-Toledo International Inc.] and Anton-Paar GmbH.

[removed: The Company is subject to foreign and U.S. federal, state and local laws, regulations and ordinances that (i) govern activities or operations that may have adverse environmental effects, such as discharges to air and] water as well as handling and disposal practices for solid and hazardous wastes, and (ii) impose liability for the costs of cleaning up and certain damages resulting from sites of past spills, disposals or other releases of hazardous substances.

Waters Corporation (the “Company,” “Waters

iron-free, bio-inert, quaternary

In 2021, the Company introduced the new ACQUITY PREMIER LC solution and the Arc Premier System both featuring Waters’ MaxPeak

MaxPeak

HPS technology, which was first introduced with the

Company’s introduction of ACQUITY

PREMIER Columns in 2020, is a surface technology that forms a barrier between the sample and the metal surfaces of both the system and column, eliminating the need for system passivation, mitigating the loss of metal-sensitive analytes and yielding higher quality data in less time and effort.

HPS technology.

In 2021, the Company introduced the Waters SELECT SERIES

MRT, a high-resolution mass spectrometer that combines Multi-Reflecting

Time-of-Flight

(“MRT”) technology with enhanced desorption electrospray ionization and new matrix-assisted laser desorption ionization imaging sources.

The platform will serve as the basis for Waters’ next generation Tof instruments with applications in pharmaceutical, biomedical, natural products, and materials research.

Also in 2021, the Company released the ACQUITY RDa

Detector featuring SmartMS

, the company’s newest Tof MS designed to improve the ease and reliability of small molecule analysis for pharmaceutical, academic, food, and forensic applications.

multi-attribute method workflow for the BioAccord

system in 2021, which is an end to end workflow for analyzing monoclonal antibodies and other protein and peptide based drugs.

LC-MS

platform.

In 2019, the Company introduced the first of a series of applications on this platform supporting the BioAccord system and the Xevo G2 XS mass spectrometers.

These applications support biopharmaceutical workflows, simplifying the collection of often complex LCMS data for use in biopharmaceutical development and into QC where it is used to assure the quality of existing medicines and new drug formulations.

The platform design of waters_connect has enabled rapid delivery of several major updates including new biopharma application workflows designed in close collaboration with biopharmaceutical innovators to solve specific challenges they face with existing solutions.

The platform also provides the foundation for the connected lab of the future where data is no longer siloed but can be securely shared among a community of connected scientists.

Waters_connect joins the existing suite of informatics products – Empower

In 2020, Waters announced the availability of Waters Empower BC LAC/ETM with SecureSync, a newly enhanced solution to preserve the ability for laboratories to work locally when organizations with distributed laboratory environments experience an enterprise interruption.

The X3 DSC accelerates productivity in customers’ laboratories by enabling three samples to be measured in a single experiment, compared to the single-sample series operation of the other available DSC offerings in the market.

This particularly addresses a need in high-throughput laboratories in industries such as composites, electronics and polymer manufacturing.

The TAM IV Micro XL isothermal calorimeter supports the development of new battery chemistries by measuring self-discharge and unwanted reactions that reduce battery life and efficiency.

In 2021, TA introduced the TMA 450RH and the Discovery SA.

The TMA 450RH provides measurements of dimensional compatibility of materials under controlled temperature and humidity that are important for the development of new electronic devices.

The Discovery SA is used in pharmaceutical development to assess the impact of moisture in drug product processing and storage on crystalline structure, which is related to drug product efficacy.

In 2021, TA introduced the TRIOS AutoPilot software for its thermal analyzer product line.

This software helps laboratory staff using TA’s thermal analyzers create routine and streamlined standard operating procedures improving the speed and productivity of thermal analysis measurements.

We believe that part of fostering an inclusive and increasingly racially and ethnically diverse workforce requires understanding the makeup of our current employees.

As of December 31, 2021, our workforce is:

| | • | | 32% female, with women occupying 30% of company leadership roles (defined as Senior Director or above) compared with 18% in 2016, a 12% increase; and |

| | • | | 19% racially and/or ethnically diverse, with 9% of our workforce identifying as Asian, 3% as Black or African American, 6% identifying as Hispanic/Latinx and 1% identifying as two or more races. |

Recruitment

| | • | | Continuing to modify and evolve our COVID-19 response plan as governments issue new recommendations and guidelines. |

Waters

TM

I-Class

In 2018, the Company introduced the BioResolve

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

In 2018, the Company introduced the VICAM

BPATest

, which provides a sensitive, precise determination of Bisphenol A in as little as ten minutes.

VICAM also introduced a user-friendly lateral flow zearalenone strip test, the

Zearala-V

AQUA

in 2018.

(“Q-Tof”)

In 2018, the Company introduced the DART QDa

system with LiveID

, a direct-from-sample analytical system that verifies sample authenticity or adulteration, specifically for food applications.

The Company also introduced the Xevo

TQ-GC

mass spectrometer in 2018, which allows laboratories to meet and exceed low

part-per-billion

limits of detection when quantifying pesticide residues and other contaminants in food using

GC-MS/MS

methods set forth by worldwide regulatory agencies/authorities.

In addition, the Company introduced the RenataDX

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

, is a scientific information system that is the culmination of a multi-year effort to substantially bring all of Waters’ preexisting, distinct software systems under one operating system.

UNIFI joins Waters’ suite of

informatics products – Empower

UNIFI is the industry’s first comprehensive software that seamlessly integrates UPLC chromatography, mass spectrometry and informatics data workflows.

In 2018, the Company announced new analysis capabilities across a variety of molecules by integrating UNIFI acquired data from the Company’s

Vion

IMS QTof

or Xevo

GS XS mass spectrometers with Molecular Discovery’s Mass-MetaSite and WebMetabase processing software.

In 2020, Waters announced the availability of Waters Empower BC LAC/E

with SecureSync, a newly enhanced data

back-up

and recovery solution purpose-built for organizations with distributed laboratory environments.

These competitors can provide certain services on Waters instruments to varying degrees and always present competitive risk.

[](#toc)

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: |] Securities registered pursuant to Section 12(b) of the Act: [removed: |]

| Common [removed: Stock,] [added: Stock ,] par value $0.01 per share | | WAT | | New York Stock [removed: Exchange,] [added: Exchange ,] Inc. |

Yes [removed: ☑ No ☐]

Yes ☐ No [removed: ☑]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 [removed: days.][added: days]

Yes [removed: ☑]

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such [removed: files).][added: files]

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 [removed: report.]

of the registrant as of [added: July 3, 202]

Indicate the number of shares outstanding of the registrant’s common stock as of February [added: 18, 2022: 60,515,620]

Portions of the registrant’s definitive proxy statement that will be filed for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders are incorporated by reference in Part III.

| | | | | [removed: PART I] [added: [PART I](#tx208871_1)] | | | | |

| | 1A. | | | [Risk [removed: Factors](#tx32803_2)] [added: Factors](#tx208871_3)] | | | [removed: 15] [added: 16] | |

| | 1B. | | | [Unresolved Staff [removed: Comments](#tx32803_3)] [added: Comments](#tx208871_4)] | | | [removed: 24] [added: 25] | |

| | 3. | | | [Legal [removed: Proceedings](#tx32803_5)] [added: Proceedings](#tx208871_6)] | | | [removed: 25] [added: 27] | |

| | 4. | | | [Mine Safety [removed: Disclosures](#tx32803_6)] [added: Disclosures](#tx208871_7)] | | | [removed: 25] [added: 27] | |

| | | | | [Information About [removed: Out] [added: Our] Executive [removed: Officers](#tx32803_7)] [added: Officers](#tx208871_8)] | | | [removed: 25] [added: 102] | |

| | | | | [removed: PART II] [added: [PART II](#tx208871_9)] | | | | |

| | 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx32803_8)] [added: Securities](#tx208871_10)] | | | [removed: 27] [added: 28] | |

| | 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx32803_10)] [added: Operations](#tx208871_12)] | | | 31 | |

| | 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#tx32803_11)] [added: Risk](#tx208871_13)] | | | [removed: 49] [added: 48] | |

| | 8. | | | [Financial Statements and Supplementary [removed: Data](#tx32803_12)] [added: Data](#tx208871_14)] | | | [removed: 52] [added: 51] | |

| | 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#tx32803_13)] [added: Disclosure](#tx208871_16)] | | | [removed: 104] [added: 102] | |

| | 9A. | | | [Controls and [removed: Procedures](#tx32803_14)] [added: Procedures](#tx208871_17)] | | | [removed: 104] [added: 102] | |

| | 9B. | | | [Other [removed: Information](#tx32803_15)] [added: Information](#tx208871_18)] | | | [removed: 104] [added: 102] | |

| | | | | [removed: PART III] [added: [PART III](#tx208871_20)] | | | | |

| | 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#tx32803_16)] [added: Governance](#tx208871_21)] | | | [removed: 105] [added: 102] | |

| | 11. | | | [Executive [removed: Compensation](#tx32803_17)] [added: Compensation](#tx208871_22)] | | | [removed: 105] [added: 104] | |

| | 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx32803_18)] [added: Matters](#tx208871_23)] | | | [removed: 105] [added: 104] | |

| | 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#tx32803_19)] [added: Independence](#tx208871_24)] | | | [removed: 106] [added: 105] | |

| | 14. | | | [Principal Accountant Fees and [removed: Services](#tx32803_20)] [added: Services](#tx208871_25)] | | | [removed: 106] [added: 105] | |

| | | | | [removed: PART IV] [added: [PART IV](#tx208871_26)] | | | | |

| | 15. | | | [Exhibits and Financial Statement [removed: Schedules](#tx32803_21)] [added: Schedules](#tx208871_27)] | | | [removed: 107] [added: 106] | |

| | 16. | | | [Form 10-K [removed: Summary](#tx32803_22)] [added: Summary](#tx208871_28)] | | | [removed: 111] [added: 110] | |

☑ No ☐

☑ No ☐

).

Yes

☑ No ☐

| | | | | | | |

report.

Yes ☐

No

: $21,855,696,546.

| | 1. | | | [Business](#tx208871_2) | | | 3 | |

| | 2. | | | [Properties](#tx208871_5) | | | 26 | |

| | 6. | | | [Reserved](#tx208871_11) | | | 31 | |

| | | | | [Report of Independent Registered Public Accounting Firm (PCAOB ID 238)](#tx208871_15) | | | 52 | |

| | 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#tx208871_19) | | | 102 | |

| | | | | [Signatures](#tx208871_29) | | | 111 | |

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

| --- |

No ☐

6/27/2020: $

10,820,434,917.

, 2021: 62,185,690

| | 1. | | | [Business](#tx32803_1) | | | 3 | |

| | 2. | | | [Properties](#tx32803_4) | | | 24 | |

| | 6. | | | [Selected Financial Data](#tx32803_9) | | | 30 | |

| | | | | [Signatures](#tx32803_23) | | | 112 | |

Unresolved Staff Comments

None.

Waters Corporation operates [removed: 20] [added: 19] United States facilities and [removed: 71] [added: 69] international facilities, including field offices.

Primary Facility Locations [added: (1)]

| Location | | Function [removed: (1)] [added: (2)] | | Owned/Leased | [added: | |]

| Golden, CO | | M, R, S, D, A | | [added: |] Leased | [added: |]

| New Castle, DE | | M, R, S, D, A | | [added: |] Owned | [added: |]

| Franklin, MA | | D | | [added: |] Leased | [added: |]

| Milford, MA | | M, R, S, A | | [added: |] Owned | [added: |]

| Taunton, MA | | M, R | | [added: |] Owned | [added: |]

| Cambridge, MA | | R, S | | [added: |] Leased | [added: |]

| Eden Prairie, MN | | M, R, S, D, A | | [added: |] Leased | [added: |]

| Nixa, MO | | M, S, D, A | | [added: |] Leased | [added: |]

| Lindon, UT | | M, R, S, D, A | | [added: |] Leased | [added: |]

| Solihull, England | | [removed: M,A] [added: M, A] | | [added: |] Owned | [added: |]

| Wilmslow, England | | M, R, S, D, A | | [added: |] Owned | [added: |]

| St. Quentin, France | | S, A | | [added: |] Leased | [added: |]

| Huellhorst, Germany | | M, R, S, D, A | | [added: |] Owned | [added: |]

| Wexford, Ireland | | M, R, D, A | | [added: |] Owned | [added: |]

| Bangalore, India | | M, S, D, A | | [added: |] Owned | [added: |]

| Etten-Leur, Netherlands | | S, D, A | | [added: |] Owned | [added: |]

| Brasov, Romania | | R, A | | [added: |] Leased | [added: |]

| Singapore | | R, S, D, A | | [added: |] Leased | [added: |]

| [removed: (1)] [added: (2)] | M = Manufacturing; R = Research; S = Sales and Service; D = Distribution; A = Administration |

The Company operates and maintains [removed: 10] [added: 9] field offices in the United States and [removed: 59] [added: 56] field offices abroad in addition to sales offices in the primary facilities listed above.

Field Office Locations [removed: (2)][added: (3)]

| Columbia, MD | | Canada | | Italy | | [removed: Spain] [added: Puerto Rico] |

| Morrisville, NC | | Czech Republic | | Japan | | [removed: Sweden] [added: Spain] |

| Parsippany, NJ | | Denmark | | Korea | | [removed: Switzerland] [added: Sweden] |

| Plymouth Meeting, PA | | Finland | | Malaysia | | [removed: Taiwan] [added: Switzerland] |

| Bellaire, TX | | France | | Mexico | | [removed: United Arab Emirates] [added: Taiwan] |

| [removed: (2)] [added: (3)] | The Company operates more than one field office within certain states and foreign countries. |

| Beijing, China | | S, A | | | Leased | |

| Shanghai, China | | S, A | | | Leased | |

| Hong Kong | | S, A | | | Leased | |

| (1) | The Company operates more than one primary facility within certain states and foreign countries. |

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

| | | | | | | |

| | | Germany | | Netherlands | | United Arab Emirates |

| | | | | | | United Kingdom |

| --- | --- |

| | | | | |

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

| Newcastle, England | | R, S, D, A | | Leased |

| Budapest, Hungary | | R | | Leased |

| Salt Lake City, UT | | Germany | | Netherlands | | United Kingdom |

| Item 5: [removed: |] Market [added: |] for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |

As of February 19, [removed: 2021,] [added: 2022,] the Company had [removed: 78] [added: 75] common stockholders of record.

The Company has not made any sales of unregistered equity securities in the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] or [removed: 2018.][added: 2019.]

The following performance graph and related information shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as [removed: amended,] [added: amended (“Securities Act”),] or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.

The following graph compares the cumulative total return on $100 invested as of December 31, [removed: 2015] [added: 2016] (the last day of public trading of the Company’s common stock in fiscal year [removed: 2015)] [added: 2016)] through December 31, [removed: 2020] [added: 2021] (the last day of public trading of the common stock in fiscal year [removed: 2020)] [added: 2021)] 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: 2015][added: 2016]

[removed: ][added: ]

| | | [removed: 2015 | | | |] 2016 | | | | 2017 | | | | 2018 | | | | 2019 | | | | 2020 | | | [added: | 2021 | | |]

The following table provides information about purchases by the Company during the three months ended December 31, [removed: 2020] [added: 2021] of equity securities registered by the Company under the Exchange Act (in thousands, except per share data):

| (1) | The 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 during the three months ended December 31, [removed: 2020.] [added: 2021.] |

| (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 [removed: new] program replaced the remaining amounts available under the pre-existing authorization. [removed: 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. [added: The size and timing of these purchases, if any, will depend on our stock price and market and business conditions, as well as other factors.] |

| WATERS CORPORATION | | | 100.00 | | | | 143.75 | | | | 140.38 | | | | 173.86 | | | | 184.11 | | | | 277.25 | |

| NYSE MARKET INDEX | | | 100.00 | | | | 118.73 | | | | 108.10 | | | | 135.68 | | | | 145.16 | | | | 175.18 | |

| SIC CODE INDEX | | | 100.00 | | | | 121.83 | | | | 116.49 | | | | 153.17 | | | | 181.35 | | | | 233.41 | |

| S&P 500 INDEX | | | 100.00 | | | | 139.02 | | | | 142.44 | | | | 200.67 | | | | 275.70 | | | | 372.23 | |

| October 3, 2021 to October 30, 2021 | | | 145 | | | $ | 351.92 | | | | 145 | | | $ | 989,582 | |

| October 31, 2021 to November 27, 2021 | | | 141 | | | $ | 348.42 | | | | 141 | | | $ | 940,385 | |

| November 28, 2021 to December 31, 2021 | | | 162 | | | $ | 346.16 | | | | 162 | | | $ | 884,561 | |

| Total | | | 448 | | | $ | 348.74 | | | | 448 | | | $ | 884,561 | |

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Officers of the Company are elected annually by the Board of Directors and hold office at the discretion of the Board of Directors.

The following persons serve as executive officers of the Company:

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.

Keeley Aleman, 44, was appointed Senior Vice President, General Counsel and Secretary in October of 2019.

Ms. Aleman joined Waters Corporation in 2006 as the Assistant General Counsel and held various legal roles focusing on business transactions, commercial strategies, international development, compliance, corporate governance and organizational matters.

Prior to joining Waters Corporation she held corporate associate positions at Goodwin Procter, LLP, and Testa, Hurwitz & Thibeault, LLP.

Robert G.

Carson, 47, was appointed Senior Vice President, Corporate Development in February 2018.

Prior to joining Waters Corporation, he held several positions during his 16 years at Medtronic plc, including Vice President and General Manager, Pacemaker Business from January 2017 to January 2018.

In addition, Mr. Carson spent nearly 12 years in Medtronic’s spinal implants and biologics business, serving as Vice President and General Manager from July 2016 to January 2017, Vice President of Global Marketing & Strategy from April 2015 to July 2016 and Vice President & Therapy Segment Leader from October 2012 to April 2015.

Mr. Carson began his career with Banc of America Securities.

Dr. Michael C.

Harrington, 60, was appointed Senior Vice President, Global Markets in February 2016.

Dr. Harrington joined Waters Corporation in 1987 and has held several senior positions with Waters Corporation, including Vice President, Europe and Asia Pacific Operations, Senior Director of US Sales Operations, Director of US Chemistry Sales and General Manager of Phase Separations.

Prior to joining Waters Corporation, Dr. Harrington held senior sales positions at Celsis, Inc.

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.

Ian S.

King, 64, was appointed Senior Vice President, Global Products in July 2017.

Mr. King joined Waters in 1982 and previously served as Senior Vice President, Instrument Technology; Vice President, Separations Technologies; and Vice President and General Manager of Consumable Division, as well as a variety of scientific and management positions in Waters Corporation’s international subsidiaries.

Prior to joining Waters Corporation, Mr. King worked at Edinburgh University as a research scientist.

Jonathan M.

Pratt, 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 Sciences from January 2017 to April 2019.

Additionally, he held senior positions at Pall Corporation from 2001 to 2017, where he was Vice President 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 businesses from April 2011 to October 2015.

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.

Reserved

Financial Statements and Supplementary Data

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in

Rules 13a-15(f)

and

15d-15(f)

under the Exchange Act.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in

Internal Control

— Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our evaluation under the framework in

Internal Control

— Integrated Framework (2013)

, our management, including our chief executive officer and chief financial officer, concluded that our internal control over financial reporting was effective as of December 31, 2021.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Waters Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Waters Corporation and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in

Internal Control—Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in

Internal Control—Integrated Framework

(2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits.

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

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

| Item 9A: | Controls and Procedures |

| --- | --- |

Evaluation of Disclosure Controls and Procedures

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

Rules 13a-15(e)

and

15d-15(e)

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this annual report on Form

10-K.

Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 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.

Management’s Annual Report on Internal Control Over Financial Reporting

See Management’s Report on Internal Control Over Financial Reporting in Item 8 on page

of this Form

Report of the Independent Registered Public Accounting Firm

See the report of PricewaterhouseCoopers LLP in Item 8 beginning on page

Changes in Internal Control Over Financial Reporting

No change was identified in the Company’s internal control over financial reporting (as defined in

Rules 13a-15(f)

15d-15(f)

under the Exchange Act) during the quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Rules 13a-15(e)

and

15d-15(e)

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this annual report on Form

10-K.

Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2021 (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.

Management’s Annual Report on Internal Control Over Financial Reporting

See Management’s Report on Internal Control Over Financial Reporting in Item 8 on page 51 of this Form

10-K.

Report of the Independent Registered Public Accounting Firm

See the report of PricewaterhouseCoopers LLP in Item 8 beginning on page 52 of this Form

10-K.

Changes in Internal Control Over Financial Reporting

No change was identified in the Company’s internal control over financial reporting (as defined in

Rules 13a-15(f)

and

15d-15(f)

under the Exchange Act) during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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,

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 2021 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 2021 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, 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):

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

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

| | | 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 | |

| Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | |

| Total | | | 1,476 | | | $ | 179.59 | | | | 7,195 | |

| (1) | Column (a) includes an aggregate of 408 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 2021 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 |

This information is contained in the Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders under the headings “Ratification of Selection of Independent Registered Public Accounting Firm” and “Report of the Audit Committee of the Board of Directors”.

PART IV

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

None.

PART III

| Item 10: | Directors, Executive Officers and Corporate Governance |

| --- | --- |

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Officers of the Company are elected annually by the Board of Directors and hold office at the discretion of the Board of Directors.

The following persons serve as executive officers of the Company:

Dr. Udit Batra, 51, 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.

Keeley Aleman, 45, was appointed Senior Vice President, General Counsel and Secretary in October of 2019.

Ms. Aleman joined Waters Corporation in 2006 as the Assistant General Counsel and held various legal roles focusing on business transactions, commercial strategies, international development, compliance, corporate governance and organizational matters.

Prior to joining Waters Corporation she held corporate associate positions at Goodwin Procter, LLP and Testa, Hurwitz & Thibeault, LLP.

Jianqing Bennett, 52, was appointed Senior Vice President of TA Instruments Division on May 1, 2021.

Previously, Ms. Bennett served as Senior Vice President, High Growth Markets at Beckman Coulter Diagnostics from November 2017 to March 2021.

Prior to that, from 2007-2017, she held various senior management positions at Carestream Health Inc, including serving as President, Medical Digital Solutions from August 2015 to November 2017.

Amol Chaubal, 46, was appointed Chief Financial Officers of Waters Corporation on May 12, 2021.

Previously, Mr. Chaubal was Chief Financial Officer of Quanterix Corporation, a life sciences company, where he served as Chief Financial Officer since April 2019.

Before Quanterix, Mr. Chaubal served as Chief Financial Officer, Global Operations at Smith & Nephew, a global medical devices company, from October 2017 to April 2019.

Prior to his time at Smith & Nephew, he served as Corporate Vice President and Head of Finance for the Clinical Research Services and Access business at Parexel from July 2015 to October 2017.

Belinda Hyde, 51, 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, Ms. Hyde 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.

Ms. Hyde 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.

Jonathan M.

Pratt, 52, was appointed Senior Vice President, Waters Division, on May 1, 2021.

Previously, he served as Senior Vice President and President, TA Instruments from August 2019 to April 30, 2021.

Prior to joining Waters Corporation, Mr. Pratt was President of Beckman Coulter Life Sciences from January 2017 to April 2019.

Additionally, he held senior positions at Pall Corporation from 2001 to 2017, where he was Vice President 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 businesses from April 2011 to October 2015.

Since August 2020, Mr. Pratt has served on the Board of SPX FLOW, Inc. (NYSE:FLOW) as an independent director and a member of the Audit, Compensation and Nominating & Governance Committees.

Dan Welch, 60, 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.

Exhibits, Financial Statement Schedules

(a) Documents filed as part of this report:

| | (1) | Financial Statements: |

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

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.

| | (2) | Exhibits: |

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

| | | |

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

| Exhibit Number | | Description of Document |

| | | |

| 3.1 | | Second Amended and Restated Certificate of Incorporation of Waters Corporation.(1)(P) |

| | | |

| 3.2 | | [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) |

| | | |

| 3.3 | | [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) |

| | | |

| 3.4 | | [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) |

| | | |

| 3.5 | | [Amended and Restated Bylaws of Waters Corporation, dated as of October 8, 2020.(33)](http://www.sec.gov/Archives/edgar/data/1000697/000119312520266377/d95602dex31.htm) |

| | | |

| 4.1 | | [Description of Registrant’s Securities](https://www.sec.gov/Archives/edgar/data/1000697/000119312521054385/d32803dex41.htm) |

| | | |

| 10.1 | | Waters Corporation Retirement Plan.(2)(P)(*) |

| | | |

| 10.2 | | [Waters Corporation 2003 Equity Incentive Plan.(6)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013503005751/b48537wcexv4w1.txt) |

| | | |

| 10.3 | | [First Amendment to the Waters Corporation 2003 Equity Incentive Plan.(7)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013504001254/b48994wcexv10w17.txt) |

| | | |

| 10.4 | | [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) |

| | | |

| 10.5 | | [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) |

| | | |

| 10.6 | | [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) |

| | | |

| 10.7 | | [Second Amendment to the Waters Corporation 2003 Equity Incentive Plan.(9)(*)](http://www.sec.gov/Archives/edgar/data/1000697/000095013505004504/b55598wcexv10w38.htm) |