Waters (WAT) 10-K risk factor changes: FY2023 vs FY2022

Approximately [removed: 70%] [added: 69%] and [removed: 72%] [added: 70%] of the Company’s net sales in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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; impact and costs of terrorism or war, in particular as a result of the ongoing conflict between Russia and [removed: Ukraine,] [added: Ukraine] and [added: in] the [added: Middle East, and the] possibility of further escalation resulting in new geopolitical and regulatory instability; 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; trade protection measures including embargoes, sanctions and tariffs; differing tax laws and changes in those laws; restrictions on investments and/or limitations regarding foreign ownership; nationalization of private enterprises which may result in the confiscation of assets; credit risk and uncertainties regarding the collectability of accounts receivable; the impact of global health pandemics and epidemics, such as COVID-19; [added: changes in inflation and interest rates; instability in the global banking industry; rising energy prices and potential energy shortages;] difficulties in protecting intellectual property; difficulties in staffing and managing foreign operations; and associated adverse operational, contractual and tax consequences.

[added: In particular,] China’s government continues to play a significant role in regulating industry development by imposing sector-specific policies, and it maintains control over China’s economic growth through setting monetary policy and determining treatment of particular industries or companies.

*Public health crises, epidemics or pandemics, such as the [removed: continuing] COVID-19 pandemic have had, and could in the future have, a negative impact on the Company’s business and operations.*

Public health crises, epidemics or pandemics have had, and could in the future have, a negative impact on our business and [removed: operations.][added: operations, including Company sales and cash flow.]

The degree to which [removed: COVID-19 or any other] [added: such] public health [removed: crisis] [added: crisis, epidemics or pandemics] ultimately affects the Company’s business, [removed: financial] results [removed: and] [added: of] operations [removed: will depend on future developments, which are] [added: and financial condition is] highly uncertain and cannot be predicted.

The demand for the Company’s products is dependent upon the size of the markets for its LC, LC-MS, [added: light scattering,] thermal analysis, rheometry and calorimetry products; the timing and level of capital spending and expenditures of the Company’s customers; changes in governmental regulations, particularly those affecting drug, food and drinking water testing; funding available to academic, governmental and research institutions; general economic conditions and the rate of economic growth in the Company’s major markets; and competitive considerations.

The Company typically experiences [added: seasonality in its orders that is reflected as] an increase in sales in its fourth quarter as a result of purchasing habits for capital goods by customers that tend to exhaust their spending budgets by calendar year-end.

Approximately [removed: 59%] [added: 57%] and [removed: 60%] [added: 59%] of the Company’s net sales in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, were to worldwide pharmaceutical accounts, which [removed: may be] [added: are] periodically subject to unfavorable market conditions and consolidations.

The analytical instrument market, and, in particular, the portion related to the Company’s HPLC, UPLC, LC-MS, [added: light scattering,] thermal analysis, rheometry and calorimetry product lines, is highly competitive.

There can be no assurance that the Company’s competitors will not introduce [added: new, disruptive technologies that displace the Company’s existing technologies or] more effective and less costly products than those of the Company or that the Company will be able to increase its sales and profitability from new product introductions.

[removed: If the Company fails to develop and introduce products] in a timely manner in response to changing technology, market demands or the requirements of our customers, the Company’s product sales may decline, and we could experience an adverse effect on our results of operations or financial condition.

The Company may pursue transactions that complement or augment its existing products and [removed: services.][added: services, such as the Wyatt acquisition that was completed in May 2023.]

Any prolonged disruption to the operations at any of these facilities, whether due to labor difficulties, destruction of or damage to any [removed: facility] [added: facility, power interruptions, cybersecurity incidents, weather events] or [added: natural disasters (including the potential impacts of climate change) or] other reasons, could harm our customer relationships, impede our ability to generate sales and have a material adverse effect on the Company’s results of operations or financial condition.

[removed: Any] [added: These new tax laws and regulations, and any] changes in corporate income tax rates or regulations regarding transfer pricing or repatriation of dividends or capital, as well as changes in the interpretation of existing tax laws and regulations, [removed: in the jurisdictions in which the Company operates] could adversely affect the Company’s cash flow and lead to increases in its overall tax burden, which would negatively affect the Company’s profitability.

If any of the milestone targets were not met, the Company would not 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 [removed: 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.]

As of December 31, [removed: 2022,] [added: 2023,] the net carrying value of the Company’s goodwill and other intangible assets totaled approximately [removed: $658 million.][added: $1.9 billion.]

A number of such competitors for talent are significantly larger than us [added: and are able to offer compensation in excess of what we are able to offer.]

*Disruption, cyber-attack or unforeseen problems with the security, maintenance or upgrade of the Company’s information and web-based systems could have an adverse effect on the Company’s [added: business strategy, results of] operations and financial condition.*

To date, cybersecurity incidents have not resulted in a material adverse impact to the Company’s business [removed: or] [added: strategy, results of] operations, [added: or financial condition,] but [removed: there can be no guarantee it will not experience] [added: future incidents could have] such an impact.

Any prolonged disruption to the Company’s technology infrastructure, at any of its facilities, could have a material adverse effect on the Company’s [added: business strategy,] results of operations or financial condition.

The Company is in the business of designing, manufacturing, selling and servicing analytical instruments to life science, pharmaceutical, biochemical, industrial, nutritional safety and environmental, academic and governmental customers working in research and development, quality assurance and other laboratory [added: applications, and the Company is also a developer and supplier of software and software-based products that support instrument systems.]

These risks will increase as the Company continues to grow and expand geographically, and its systems, products and services become increasingly digital and [removed: sensor- and] [added: sensor-and] web-based.

The Company could suffer significant damage to its brand and reputation if a security incident resulted in unauthorized access to, acquisition of, or modification to the Company’s technology infrastructure, research and development processes, manufacturing operations, its products and services as well as the internal and external [removed: data managed by the Company.]

In [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] supply chain, and the Company plans to file its [removed: 2022] [added: 2023] Form SD with the SEC in May [removed: 2023.][added: 2024.]

[added: If our ESG practices fail to meet regulatory requirements or investor, customer, consumer, employee or other stakeholders’ evolving expectations and standards for responsible corporate] citizenship in areas including environmental stewardship and sustainability, support for local communities, director and employee diversity, human capital management, employee health and safety practices, product quality, supply chain management, corporate governance and transparency, our reputation, brand and employee retention may be negatively impacted, and our customers and suppliers may be unwilling to continue to conduct business with us.

Changing customer and consumer preferences or increased regulatory requirements may result in increased demands or requirements regarding plastics and packaging materials, including single-use and non-recyclable plastic products and packaging, other components of our products and their environmental impact on sustainability, or increased customer and [removed: consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of substances present in certain of our products.]

Complying with these demands or requirements could cause us [added: and companies in our supply chain] to incur additional manufacturing, operating or product development costs.

The Company believes that the accounting related to revenue recognition, goodwill and intangible assets, income taxes, uncertain tax positions, litigation, business combinations and asset acquisitions and inventory valuation involves [removed: significant judgments and estimates.]

The Company had [removed: $1.6] [added: $2.4] billion in debt and [removed: $481] [added: $396] million in cash, cash equivalents and investments as of December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] the Company also had the ability to borrow an additional [removed: $1.5] [added: $0.9] billion from its existing, committed credit facility.

The Company’s ability to comply with these financial restrictions and all other covenants is dependent on the Company’s future performance, which is subject to, but not limited to, prevailing economic conditions and other factors, including factors that are beyond the Company’s control, such as foreign exchange rates, interest rates, changes in [added: technology and changes in the level of competition.]

In 2023, the Company generated $441 million of total net sales from China, down from $565 million in 2022.

This significant 22% reduction in sales from China resulted from lower customer demand for our products across all customer classes, driven by various factors.

Such factors include a decline in the economic conditions in China, trade tensions and tariffs between the U.S. and China and their impact on our customers’ purchasing decisions, increased competition from local and international competitors in China, the Chinese government’s ongoing tightening of restrictions on procurement by government-funded customers and other regulatory and compliance challenges and uncertainties in the Chinese market, all of which had, and may continue to have, an adverse effect on our business and operations in China.

The U.S. government has called for substantial changes to foreign trade policy with China and has recently raised, and has proposed to further raise in the future, tariffs on several Chinese goods.

China has retaliated with increased tariffs on U.S. goods, which may increase our cost of doing business in China.

Any further changes in U.S. trade policy could trigger retaliatory actions by affected countries, including China, resulting in trade wars and increased costs for

goods imported into the U.S. and impacting our ability to sell our products in China and other affected countries.

Both our domestic and international markets experience varying degrees of inflationary and interest rate pressures.

Such public health crises, epidemics and pandemics have the potential to create significant volatility, uncertainty and worldwide economic disruption, resulting in an economic slowdown of potentially extended duration, as seen with the COVID-19 pandemic from 2020 to 2022.

The Company’s global operations expose it to risks associated with such public health crises, epidemics and pandemics, which could have an adverse effect on its business, results of operations and financial condition.

If the Company fails to develop and introduce products

For example, the Company financed the Wyatt acquisition, in part, through borrowings under its revolving credit facility, resulting in a significant increase in the Company’s outstanding debt.

The Company also depends in part on its trademarks and the strength of its proprietary brands, which the Company considers important to its business.

The Company’s inability to protect or preserve the value of its intellectual property rights for any reason, including the Company’s inability to successfully defend against counterfeit, knock-offs, grey-market, infringing or otherwise unauthorized products, could damage the Company’s brand and reputation and harm its business.

From 2024, various foreign jurisdictions are beginning to implement aspects of the guidance issued by the Organization for Economic Co-operation and Development related to the new Pillar Two system of global minimum tax rules.

The Company continues to monitor the adoption of the Pillar Two rules in additional jurisdictions.

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.

The Wyatt acquisition significantly increased the carrying value of the Company’s goodwill and other intangible assets, which could lead to potential impairments if Wyatt’s financial results are significantly less than anticipated in the future.

Additionally, macroeconomic conditions, including wage inflation, could have a material impact on our ability to attract and retain talent, our turnover rate and the cost of operating our business.

In July 2023, the Company made organizational changes to better align its resources with its growth and innovation strategies, resulting in a worldwide workforce reduction that impacted approximately 5% of the Company’s employees.

These workforce reductions may not have the desired impact on our cost-saving initiatives, as they could adversely affect our productivity, morale, customer relationships, product quality, innovation capabilities and ability to execute our strategic plans.

Moreover, these workforce reductions could expose us to potential litigation, severance costs, reputational damage and loss of key personnel.

If we are unable to manage the effects of these workforce reductions or achieve the expected benefits from them, our business, financial condition and results of operations could be materially and adversely affected.

data managed by the Company.

In addition, any allegations of issues resulting from the misuse of our products could, even if untrue, adversely affect our reputation and our customers’ willingness to purchase products from us.

Any such allegations could cause us to lose customers and divert our resources from other tasks, which could materially and adversely affect our business and operating results.

consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of substances present in certain of our products.

significant judgments and estimates.

During 2022, the U.S. dollar strengthened significantly against all other major currencies in the world, which resulted in foreign currency exchange rate fluctuations negatively impacting the Company’s sales growth by 5% and earnings per diluted share growth by 9% or $1.00.

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

In 2022, the Company generated approximately 19% of its total net sales from China.

In particular, the COVID-19 pandemic has disrupted and may continue to disrupt the Company’s business.

The Company operates in over 35 countries, including those in the regions most impacted by the COVID-19 pandemic.

In response to the COVID-19 pandemic, governments of most countries, including the United States, as well as private businesses, implemented numerous measures attempting to contain and mitigate the effects of COVID-19.

While these restrictions have been lifted or eased in many jurisdictions, a resurgence of COVID-19 in certain countries, particularly in China, has resulted in an increased number of cases, and may slow, halt or reverse the reopening process.

Such measures have had and are expected to continue to have adverse impacts on the United States and foreign economies of uncertain severity and duration, and have had and may continue to have a negative impact on the Company’s operations, including Company sales and cash flow.

For example, the COVID-19 pandemic has and may continue to have a significant impact 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.

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.

We have and may continue to have disruptions or delays in shipments of certain materials or components of our products.

The COVID-19 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 and establishing new physical distancing and safety procedures for employees.

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, third-party sales intermediaries 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 and access the Company’s systems remotely, the Company may be subject to heightened security risks, including the risks of cyber-attacks.

Although we are in re-opening phases for our corporate and other facilities, such re-openings may face future closure requirements.

There is no certainty that the Company’s measures will be sufficient to mitigate the risks posed by COVID-19, and the Company’s ability to perform critical functions could be adversely impacted.

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 a result of illness.

and are able to offer compensation in excess of what we are able to offer.

applications, and the Company is also a developer and supplier of software-based products that support instrument systems.

If our ESG practices fail to meet regulatory requirements or investor, customer, consumer, employee or other stakeholders’ evolving expectations and standards for responsible corporate

technology and changes in the level of competition.

The Company has two operating segments: [removed: WatersTM] [added: Waters] and [removed: TATM.][added: TA.]

Waters products and services primarily consist of high-performance liquid chromatography (“HPLC”), ultra-performance liquid chromatography [removed: (“UPLCTM”] [added: (“UPLC”] and, together with HPLC, referred to as “LC”), mass spectrometry (“MS”) and precision chemistry consumable products and related services.

The Company’s operating results are as follows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] (dollars in thousands, except per share data):

| | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | | | [removed: *2022 vs 2021*] [added: *2023 vs* *2022*] | | | | [removed: *2021 vs 2020*] [added: *2022 vs* *2021*] | | |

| Product sales | | $ | [removed: 1,988,169] [added: 1,903,050] | | | $ | [removed: 1,822,070] [added: 1,988,169] | | | $ | [removed: 1,497,333] [added: 1,822,070] | | | | [removed: *9*] [added: *(4*] | [removed: *%*] [added: *%)*] | | | [removed: *22*] [added: *9*] | *%* |

| Service sales | | | [removed: 983,787] [added: 1,053,366] | | | | [removed: 963,804] [added: 983,787] | | | | [removed: 868,032] [added: 963,804] | | | | [removed: *2*] [added: *7*] | *%* | | | [removed: *11*] [added: *2*] | *%* |

| Total net sales | | | [removed: 2,971,956] [added: 2,956,416] | | | | [removed: 2,785,874] [added: 2,971,956] | | | | [removed: 2,365,365] [added: 2,785,874] | | | | [removed: *7*] [added: *(1*] | [removed: *%*] [added: *%)*] | | | [removed: *18*] [added: *7*] | *%* |

| Cost of sales | | | [removed: 1,248,182] [added: 1,195,223] | | | | [removed: 1,156,533] [added: 1,248,182] | | | | [removed: 1,006,689] [added: 1,156,533] | | | | [removed: *8*] [added: *(4*] | [removed: *%*] [added: *%)*] | | | [removed: *15*] [added: *8*] | *%* |

| Selling and administrative expenses | | | [removed: 658,026] [added: 736,014] | | | | [removed: 626,968] [added: 658,026] | | | | [removed: 553,698] [added: 626,968] | | | | [removed: *5*] [added: *12*] | *%* | | | [removed: *13*] [added: *5*] | *%* |

| Research and development expenses | | | [removed: 176,190] [added: 174,945] | | | | [removed: 168,358] [added: 176,190] | | | | [removed: 140,777] [added: 168,358] | | | | [removed: *5*] [added: *(1*] | [removed: *%*] [added: *%)*] | | | [removed: *20*] [added: *5*] | *%* |

| Purchased intangibles amortization | | | [removed: 6,366] [added: 32,558] | | | | [removed: 7,143] [added: 6,366] | | | | [removed: 10,587] [added: 7,143] | | | | [removed: *(11*] [added: *411*] | [removed: *%)*] [added: *%*] | | | [removed: *(33*] [added: *(11*] | *%)* |

| Acquired in-process research and development | | | [removed: 9,797] [added: —] | | | | [removed: —] [added: 9,797] | | | | — | | | | * | * | | | * | * |

| Litigation provision | | | — | | | | [removed: 5,165] [added: —] | | | | [removed: 1,180] [added: 5,165] | | | | [removed: *] [added: *—*] | [removed: *] | | | * | * |

| Operating income | | | [removed: 873,395] [added: 817,676] | | | | [removed: 821,707] [added: 873,395] | | | | [removed: 645,489] [added: 821,707] | | | | [removed: *6*] [added: *(6*] | [removed: *%*] [added: *%)*] | | | [removed: *27*] [added: *6*] | *%* |

| *Operating income as a % of sales* | | | [removed: *29.4*] [added: *27.7*] | *%* | | | [removed: *29.5*] [added: *29.4*] | *%* | | | [removed: *27.3*] [added: *29.5*] | *%* | | | | | | | | |

| Other [removed: income (expense),] [added: income,] net | | | [removed: 2,228] [added: 807] | | | | [removed: 17,203] [added: 2,228] | | | | [removed: (1,775] [added: 17,203] | [removed: )] | | | [removed: *(87*] [added: *(64*] | *%)* | | | [removed: *] [added: *(87*] | [removed: *] [added: *%)*] |

| Interest expense, net | | | [removed: (37,777] [added: (82,240] | ) | | | [removed: (32,717] [added: (37,777] | ) | | | [removed: (32,800] [added: (32,717] | ) | | | [removed: *15*] [added: *118*] | *%* | | | [removed: *—*] [added: *15*] | [added: *%*] |

| Income before income taxes | | | [removed: 837,846] [added: 736,243] | | | | [removed: 806,193] [added: 837,846] | | | | [removed: 610,914] [added: 806,193] | | | | [removed: *4*] [added: *(12*] | [removed: *%*] [added: *%)*] | | | [removed: *32*] [added: *4*] | *%* |

| Provision for income taxes | | | [removed: 130,091] [added: 94,009] | | | | [removed: 113,350] [added: 130,091] | | | | [removed: 89,343] [added: 113,350] | | | | [removed: *15*] [added: *(28*] | [removed: *%*] [added: *%)*] | | | [removed: *27*] [added: *15*] | *%* |

| Net income | | $ | [removed: 707,755] [added: 642,234] | | | $ | [removed: 692,843] [added: 707,755] | | | $ | [removed: 521,571] [added: 692,843] | | | | [removed: *2*] [added: *(9*] | [removed: *%*] [added: *%)*] | | | [removed: *33*] [added: *2*] | *%* |

| Net income per diluted common share | | $ | [removed: 11.73] [added: 10.84] | | | $ | [removed: 11.17] [added: 11.73] | | | $ | [removed: 8.36] [added: 11.17] | | | | [removed: *5*] [added: *(8*] | [removed: *%*] [added: *%)*] | | | [removed: *34*] [added: *5*] | *%* |

The Company’s net sales [removed: increased 7%] [added: decreased 1%] in [removed: 2022] [added: 2023] as compared to [removed: 2021,] [added: 2022] and [removed: 18%] [added: increased 7%] in [removed: 2021] [added: 2022] as compared to [removed: 2020.][added: 2021.]

The sales growth in 2022 [removed: and 2021] was driven by strong customer demand across most major geographies, end [removed: markets,] [added: markets] and product categories.

[removed: Foreign] [added: China sales increased 8% in 2022, with foreign] currency translation [removed: increased total] [added: decreasing China] sales growth by 2% in [removed: 2021.][added: 2022.]

[removed: Instrument] [added: TA instrument] system [added: and service] sales increased [removed: 11%] [added: 3%] and [removed: 23%] [added: 10%] in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

[removed: Such increases were attributable to] [added: In 2022,] the [added: increase was driven by the] broad-based increase in customer demand across all existing and newly introduced LC, [removed: LC-MS] [added: LC-MS,] and Thermal Analysis instrument system sales.

Foreign currency translation decreased instrument system sales growth by [added: 1% and] 5% in [removed: 2022] [added: 2023] and [removed: had minimal impact on sales growth in 2021.][added: 2022, respectively.]

Recurring revenues (combined sales of precision chemistry consumables and services) increased [removed: 3% and 13% in 2022 and 2021, respectively, with foreign currency translation decreasing sales growth by] 6% [removed: in 2022] and [removed: increasing sales growth by 2%] [added: 3%] in [removed: 2021.][added: 2023 and 2022, respectively.]

[removed: During 2021, the] [added: The negative] effect of foreign currency translation [removed: increased] [added: lowered] operating income by approximately [removed: $19 million.][added: $23 million during 2023.]

Operating income as a percentage of sales was [removed: 29.4%, 29.5%] [added: 27.7%, 29.4%] and [removed: 27.3%] [added: 29.5%] in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

The Company’s effective tax rates were [removed: 15.5%, 14.1%] [added: 12.8%, 15.5%] and [removed: 14.6%] [added: 14.1%] for [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

Net income per diluted share was [removed: $11.73, $11.17] [added: $10.84, $11.73] and [removed: $8.36] [added: $11.17] in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

The Company generated [removed: $612] [added: $603] million, [removed: $747] [added: $612] million and [removed: $791] [added: $747] million of net cash flows provided by operating activities in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

The decrease in [removed: 2022] [added: 2023] operating cash flow was primarily a result of [added: lower net income,] higher inventory levels, [removed: slower cash collections] [added: higher income tax payments] and higher incentive compensation payments in [removed: 2022] [added: 2023 as] compared to [removed: 2021.][added: 2022.]

Net cash used in investing activities included [added: $1.3 billion for the Wyatt acquisition in 2023 and] capital expenditures related to property, plant, equipment and software capitalization of [removed: $176 million,] $161 [removed: million and $172] [added: million, $176] million [removed: in 2022, 2021] and [removed: 2020, respectively.]

The cash flows used in investing activities in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] included [added: $16 million,] $32 million, [removed: $49 million] and [removed: $70] [added: $49] million, respectively, of capital expenditures related to the major expansion of the Company’s precision chemistry consumable operations in the United States.

In December [removed: 2020,] [added: 2023,] the Company’s Board of Directors authorized the extension of the [added: existing] share repurchase program through January 21, [removed: 2023.][added: 2025.]

During the years ended December 31, [added: 2023,] 2022 and 2021, the Company repurchased [added: $58 million,] $616 million and $640 million of the Company’s outstanding common stock, respectively, under [removed: authorized] [added: the] share repurchase programs.

[removed: The] [added: While the] Company believes that it has the financial flexibility to fund these share [removed: repurchases given current cash and investment levels and debt borrowing capacity,] [added: repurchases,] as well as to invest in research, technology and business [removed: acquisitions] [added: acquisitions, given current cash levels and debt borrowing capacity, it has temporarily suspended its share repurchases due] to [removed: further grow] [added: its acquisition of Wyatt in] the [removed: Company’s sales and profits.][added: second quarter of 2023.]

Wyatt [removed: Technology] is a pioneer in innovative light scattering and field-flow fractionation instruments, software, [removed: accessories] [added: accessories,] and services.

Operations of the recently acquired Wyatt business are part of the Waters operating segment.

Wyatt Acquisition

On May 16, 2023, the Company completed the acquisition of Wyatt Technology, LLC and its three operating subsidiaries, Wyatt Technology Europe GmbH, Wyatt Technology France and Wyatt Technology UK Ltd. (collectively, “Wyatt”), for a total purchase price of $1.3 billion in cash.

The acquisition will expand Waters portfolio and increase exposure to large molecule applications.

The Company’s financial results for the year ended December 31, 2023 include the financial results of the Wyatt acquisition from the acquisition date.

The Company’s sales in 2023 were negatively impacted by a 22% reduction of sales in China due to lower customer demand for our products.

Excluding China, the Company’s sales growth increased 5% and 6% in 2023 and 2022, respectively.

The Wyatt acquisition increased sales growth by 3% in 2023.

Instrument system sales decreased 7% in 2023 as compared to 2022 and increased 11% in 2022 as compared to 2021.

In 2023, the decrease in instrument system sales resulted from weaker customer demand in China, which was partially offset by sales growth in the U.S. and Europe.

Excluding China, the Company’s instrument system sales grew 1%.

In addition, Wyatt’s instrument system sales added 4% to the Company’s instrument system sales growth.

Recurring revenues were negatively impacted by foreign currency translation in 2023 and 2022, which decreased sales by 1% and 6%, respectively.

Operating income was $818 million in 2023, a decrease of 6% as compared to 2022.

This decrease in operating income was primarily due to higher salary expenses related to merit compensation, $26 million in severance-related costs associated with a workforce reduction and costs related to the Wyatt acquisition, including $13 million in due diligence costs, $27 million of intangible asset amortization and $19 million of costs associated with retention agreements.

In July 2023, the Company made organizational changes to better align its resources with its growth and innovation strategies, resulting in a worldwide workforce reduction that impacted approximately 5% of the Company’s employees.

The Company incurred approximately $26 million of severance-related costs and paid approximately $19 million of severance-related costs in 2023, with the remaining costs to be paid in the first half of 2024.

The Company estimates that the savings from this reduction in workforce will be approximately $48 million on an annual basis.

The decrease in 2023 operating cash flow was primarily a result of lower sales volumes, higher income tax payments and higher incentive compensation payments in 2023 as compared to 2022.

$161 million in 2023, 2022 and 2021, respectively.

During 2023, the Company funded the Wyatt acquisition with a combination of cash on hand and borrowings under its revolving credit facility.

The Company’s outstanding debt on December 31, 2023 was $2.4 billion, a change of $0.8 billion from December 31, 2022, which resulted in the Company’s interest expense in 2023 increasing by $50 million to $99 million.

On March 3, 2023, the Company entered into an agreement to amend the credit agreement governing its revolving credit facility (the “2023 Amendment”).

The 2023 Amendment increases the borrowing capacity by $200 million to an aggregate total borrowing capacity of $2.0 billion.

The Company’s remaining authorization is $1.0 billion.

In 2023, sales decreased 1% as compared to 2022, primarily as a result of a 22% decrease in China sales during 2023, which was partially offset by broad-based sales growth across most other major regions.

The decline in China sales was primarily driven by lower demand for our instrument systems and chemistry products resulting from increased government regulations and lower spending by our customers due to weak economic conditions in China.

Excluding China, the Company’s sales increased 5% and 6% in 2023 and 2022, respectively.

Foreign currency translation decreased sales growth by 1% and 5% in 2023 and 2022, respectively.

which includes a 9% decrease in sales in Japan resulting from foreign currency translation.

Wyatt’s sales contributed 5% and 3% of sales growth to the U.S. and Europe in 2023, respectively.

| | | 2023 | | | | 2022 | | | | 2021 | | | | *2023 vs. 2022* | | | | *2022 vs. 2021* | | |

| Total net sales | | $ | 2,956,416 | | | $ | 2,971,956 | | | $ | 2,785,874 | | | | *(1* | *%)* | | | *7* | *%* |

In 2023, sales to pharmaceutical customers decreased 3%, primarily driven by weakness in customer demand in China, with foreign currency translation decreasing pharmaceutical sales growth by 1% and Wyatt contributing 3% to the Company’s pharmaceutical sales growth.

Combined sales to industrial customers increased 10%, with foreign currency translation decreasing sales growth by 5%.

The Wyatt acquisition increased Waters products and service sales by approximately 3% in 2023.

Waters instrument system sales (LC and MS technology-based) decreased 8% in 2023, primarily driven by weaker customer demand in China.

Excluding China, the Company’s instrument system sales were flat as compared to 2022.

In addition, Wyatt’s instrument system sales contributed 5% to Waters instrument system sales growth in 2023.

Waters chemistry consumables sales were significantly impacted by the lower customer demand in China for our 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 had a material impact on the Company’s manufacturing facilities or those of the third parties to whom it outsources certain manufacturing processes, the distribution centers where the inventory is managed or the operations of its logistics and other service providers.

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.

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

| Asset impairments | | | — | | | | — | | | | 6,945 | | | | * | * | | | * | * |

The increase in sales in 2021 was also impacted by the increase in demand for our products and services as our customers returned to pre-pandemic levels of operations.

Foreign currency translation decreased total sales growth by 5% in 2022 as the U.S. dollar strengthened significantly against all other major currencies in the world, which negatively impacted our sales and operating profits.

Operating income increased 27% in 2021 as compared to 2020.

This increase was primarily a result of the increase in sales volumes caused by our customers resuming laboratory and manufacturing operations throughout the world as they returned to pre-pandemic levels of operations and the favorable impact of foreign currency translation.

The operating income increase was partially offset by the restoration of expenses that had been decreased in 2020 which consisted of a series of cost reduction actions that included salary reductions, furloughs and reductions in non-essential spending that increased operating income by approximately $100 million in 2020.

The 2020 operating income percentage decreased as a result of the decrease in sales volume due to the COVID-19 pandemic.

In January 2019, the Company’s Board of Directors authorized the Company to repurchase up to $4 billion of its outstanding common stock over a two-year period.

In December 2022, the Company’s Board of Directors amended and extended this repurchase program’s term by one year such that it shall now expire on January 21, 2024 and increased the total authorization level by $750 million to $4.8 billion.

On February 14, 2023, the Company entered into an agreement to acquire all issued and outstanding equity interests of Wyatt Technology for $1.4 billion in cash at closing, subject to customary adjustments.

The agreement contains certain customary termination rights, including the right of the sellers to terminate this transaction if it has not been completed by June 14, 2023, subject to automatic extension to August 14, 2023 if certain regulatory approvals are not obtained by such date.

If this were to occur, the Company would be required to pay the sellers a one-time fee in the amount of $15 million if the agreement is validly terminated and not consummated in accordance with the closing conditions set forth in the agreement.

This transaction is expected to close in the second quarter of 2023, subject to regulatory approvals and other customary closing conditions.

The latest COVID-19 pandemic lockdowns and reopening in China made it difficult to conduct normal business operations in 2022, and the Company’s future sales growth may be negatively impacted if future lockdowns were to occur for a prolonged period in the future.

The sales growth in 2021 across all geographies was driven by increased demand for our products and services as a result of our customers resuming laboratory and manufacturing operations, as well as the pent-up demand from 2020 caused by the COVID-19 pandemic.

The sales growth in 2021 for each customer class was driven by the increased demand as our customers returned to pre-pandemic levels of operations.

In 2021, the increase in Waters products and service sales was due to customer demand increasing to pre-pandemic levels as customer laboratories and manufacturing facilities continued to return to normal operations.

In addition, sales growth in 2021 benefited from the growing contributions made by the Company’s recent introductions of new higher-performing products which included the ACQUITY PREMIER System, Arc Premier HPLC System and Multi-Reflecting ToF mass spectrometers.

TA instrument system and service sales growth in 2022 and 2021 was broad-based across most major geographies increasing 10% and 26%, respectively.

The increase in TA instrument systems and TA service sales in 2022 was driven by strength in China and the Americas, while the increase in 2021 was driven by strength in all major regions.

In 2021, the increase in TA products and service sales was also due to customer demand increasing to pre-pandemic levels as customer laboratories and manufacturing facilities continued to return to normal operations.

In 2021, cost of sales increased 15% as compared to 2020, primarily due to the increase in sales volumes during the year, the reinstatement in 2021 of expenses that had been reduced as a result of the COVID-19 pandemic in 2020 that consisted of salary reductions, furloughs and reductions in non-essential spending as well as an increase in freight costs.

The increase in selling and administrative expenses in 2021 as compared to 2020 can be attributed to the higher salary merit and variable incentive compensation costs as well as the impact of the reinstatement of salary reductions, furloughs and reductions in non-essential spending that occurred in 2020 as a result of the COVID-19 pandemic.

This CDMS technology makes it possible to analyze extremely large proteins and protein complexes used in cell and gene therapies that would otherwise be difficult to analyze with conventional mass spectrometry.

Once this technology is further developed, we anticipate that it will extend the capabilities of our mass spectrometry portfolio for a broader set of applications, and as such, the cost of this technology asset has been accounted for as Acquired In-Process Research and Development and expensed as part of costs and operating expenses in the statement of operations.

*Asset Impairments*

During 2020, due to a shift in strategic priorities, the Company recorded a non-cash charge of $10 million for the impairment of certain intangible assets associated with the acquisition of Medimass Research Development and Service Kft (“Medimass”).

In conjunction with the intangible asset impairment, the Company also reduced its liability for contingent consideration of $3 million during 2020 as the carrying value of this liability is based on the future sales of the Medimass intangible assets that were impaired.

See Note 2, Basis of Presentation and Summary of Significant Accounting Policies, under the heading “Asset Impairments” in the Notes to Consolidated Financial Statements for a description of the impairment charge.

Net interest expense in 2021 remained consistent with 2020 as the increase in the average debt balance in 2021 was offset by the impact of lower interest rates.

The increase in the Company’s effective tax rate in 2022 can primarily be attributed to the impact of the change in the U.S. tax law that now requires research and development expenditures to be capitalized and amortized.

This change in tax law increased the Company’s 2022 effective tax rate, through the Global Intangible Low-Taxed Income (“GILTI”) provision, by approximately 1.5%.

As of December 31, [removed: 2022,] [added: 2023,] the Company had three-year interest rate cross-currency swap derivative agreements with a notional value of [removed: $585] [added: $625] million to hedge the variability in the movement of foreign currency exchange rates on a portion of its euro-denominated and yen-denominated net asset investments.

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

| | | December 31, [removed: 2022] [added: 2023] | | | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | |

| Other current assets | | $ | [removed: 42,047] [added: 24,155] | | | $ | [removed: 231] [added: 183] | | | $ | [removed: 55,309] [added: 42,047] | | | $ | [removed: 504] [added: 231] | |

| Other current liabilities | | $ | [removed: 13,450] [added: 16,000] | | | $ | [removed: 98] [added: 207] | | | $ | [removed: 9,000] [added: 13,450] | | | $ | [removed: 195] [added: 98] | |

| Other assets | | $ | [removed: 400,000] [added: 220,000] | | | $ | [removed: 19,163] [added: 4,835] | | | $ | [removed: —] [added: 400,000] | | | $ | [removed: —] [added: 19,163] | |

| Other liabilities | | $ | [removed: 185,000] [added: 405,000] | | | $ | [removed: 4,783] [added: 13,384] | | | $ | [removed: 230,000] [added: 185,000] | | | $ | [removed: 5,363] [added: 4,783] | |

| Accumulated other comprehensive [removed: income] (loss) [added: income] | | | | | | $ | [removed: 10,026] [added: (7,975] | [added: )] | | | | | | $ | [removed: (15,944] [added: 10,026] | [removed: )] |

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 [removed: contracts] [added: contracts,] and interest rate cross-currency swap agreements [added: and interest rate swap agreements designated as cash flow hedges] (in thousands):

| | | Financial Statement Classification | | [added: Year Ended December 31,] | | | | | | | | | | |

| | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | | | |

| Realized [removed: (losses)] gains [added: (losses)] on closed contracts | | Cost of sales | | $ | [removed: (3,855] [added: 224] | [removed: )] | | $ | [removed: (1,973] [added: (3,855] | ) | | $ | [removed: 1,444] [added: (1,973] | [added: )] |

| Unrealized [removed: (losses) gains] [added: losses] on open contracts | | Cost of sales | | | [removed: (176] [added: (156] | ) | | | [removed: (343] [added: (176] | ) | | | [removed: 1,663] [added: (343] | [added: )] |

| Cumulative net pre-tax [removed: (losses)] gains [added: (losses)] | | Cost of sales | | $ | [removed: (4,031] [added: 68] | [removed: )] | | $ | [removed: (2,316] [added: (4,031] | ) | | $ | [removed: 3,107] [added: (2,316] | [added: )] |

| Interest earned | | Interest income | | $ | [removed: 8,872] [added: 10,974] | | | $ | [removed: 11,084] [added: 8,872] | | | $ | [removed: 15,296] [added: 11,084] | |

| Unrealized [removed: gains] (losses) [added: gains] on open contracts | | Accumulated other comprehensive loss | | $ | [removed: 25,969] [added: (18,001] | [added: )] | | $ | [removed: 29,052] [added: 25,969] | | | $ | [removed: (44,996] [added: 29,052] | [removed: )] |

Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the foreign currency exchange contracts outstanding as of December 31, [removed: 2022] [added: 2023] would increase pre-tax earnings by approximately [removed: $6] [added: $5] million.

Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the [removed: interest rate cross-currency swap agreements outstanding] [added: Company’s cash, cash equivalents and investments held in currencies other than the U.S. dollar] as of December 31, [removed: 2022] [added: 2023] would [removed: increase] [added: decrease] by approximately [removed: $57 million and] [added: $23 million, of which the majority] would be recorded to foreign currency translation in other comprehensive income within stockholders’ [removed: equity (deficit).][added: equity.]

As of December 31, [removed: 2022,] [added: 2023,] the carrying value of the Company’s cash and cash equivalents approximated fair value.

As of December 31, [removed: 2022,] [added: 2023,] the Company estimates that a hypothetical adverse change of 100 basis points across all maturities would not have a material effect on the fair market value of its portfolio.

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021, $472] [added: 2022, $321] million out of [removed: $481] [added: $396] million and [removed: $440] [added: $472] million out of [removed: $569] [added: $481] million, respectively, of the Company’s total cash, cash equivalents and investments were held by foreign subsidiaries.

In addition, [removed: $336] [added: $233] million out of [removed: $481] [added: $396] million and [removed: $298] [added: $336] million out of [removed: $569] [added: $481] million of cash, cash equivalents and investments were held in currencies other than the U.S. dollar at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

As of December 31, [removed: 2022,] [added: 2023,] the Company had no holdings in auction rate securities or commercial paper issued by structured investment vehicles.

*Cash Flow Hedges*

The Company’s Credit Facility is a variable borrowing and has interest payments based on a contractually specified interest rate index.

The contractually specified index on the Credit Facility is the 3-month Term SOFR.

The variable rate interest payments create interest risk for the Company as interest payments will fluctuate based on changes in the contractually specified interest rate index over the life of the Credit Facility.

In order to reduce interest rate risk, the Company enters into interest rate swaps that will effectively lock-in the forecasted interest payments on the variable rate borrowing over its term.

The interest rate swaps represent cash flow hedges and are assessed for hedge effectiveness each reporting period.

When the hedge relationship is highly effective at achieving offsetting changes in cash flows, the Company will record the entire change in fair value of the interest rate swaps in accumulated other comprehensive loss.

The amount in accumulated other comprehensive loss is reclassified to earnings in the period that the underlying transaction impacts consolidated earnings.

If it becomes probable that the forecasted transaction will not occur, the hedge relationship will be de-designated and amounts accumulated in other comprehensive loss will be reclassified to earnings in the current period.

Interest settlements due to benchmark interest rate changes are recorded in interest income or interest expense.

For the year ended December 31, 2023, the Company did not have any cash flow hedges that were deemed ineffective.

| Interest rate swap cash flow hedges: | | | | | | | | | | | | | | | | |

| Other liabilities | | $ | 100,000 | | | $ | 2,974 | | | $ | — | | | $ | — | |

| Accumulated other comprehensive (loss) income | | | | | | $ | (2,974 | ) | | | | | | $ | — | |

| Interest rate swap cash flow hedges: | | | | | | | | | | | | | | |

| Interest earned | | Interest income | | $ | 326 | | | $ | — | | | $ | — | |

| Unrealized losses on open contracts | | Accumulated other comprehensive loss | | $ | (2,974 | ) | | $ | — | | | $ | — | |

Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the interest rate

cross-currency swap agreements outstanding as of December 31, 2023 would increase by approximately $1 million and would be recorded to foreign currency translation in other comprehensive income within stockholders’ equity.

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

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement that will be filed for the 2024 Annual Meeting of Stockholders are incorporated by reference in Part III.

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

Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the Company’s cash, cash equivalents and investments held in currencies other than the U.S. dollar as of December 31, 2022 would decrease by approximately $34 million, of which the majority would be recorded to foreign currency translation in other comprehensive income within stockholders’ equity.

Waters [added: Corporation (the “Company,” “Waters,” “we,” “our,” or “us”), a global leader in analytical instruments and software,] has pioneered [removed: analytical workflow solutions involving liquid] [added: innovations in] chromatography, mass spectrometry and thermal analysis [removed: innovations] serving [removed: the] life, materials and food sciences for more than [removed: 60] [added: 65] years.

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

In addition, the Company designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments through its TA [removed: InstrumentsTM] [added: InstrumentsTM] (“TA”) product line.

Since the IPO, the Company has added [removed: two] [added: three] significant and complementary technologies to its range of products with the acquisitions of TA Instruments in May [removed: 1996 and] [added: 1996,] Micromass Limited in September [removed: 1997.][added: 1997 and Wyatt Technology in May 2023.]

The Company’s two operating segments have similar economic characteristics; product processes; products and services; types and classes of customers; methods of distribution; [removed: and regulatory environments.]

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

By using the ACQUITY [removed: UPLC,] [added: UPLC System,] researchers and analysts are able to achieve more comprehensive chemical separations and faster analysis times in comparison with many analyses previously performed by HPLC.

In addition, in using the ACQUITY [removed: UPLC,] [added: UPLC System,] researchers have the potential to extend the range of applications beyond that of HPLC, enabling them to uncover more levels of scientific information.

While offering significant performance advantages, the ACQUITY UPLC [added: System] is also compatible with the Company’s software products and the general operating protocols of HPLC.

In 2018, the Company introduced the ACQUITY [removed: ARCTM] [added: ArcTM] Bio System, a versatile, iron-free, bio-inert, quaternary liquid chromatograph specifically engineered to improve bioseparation analytical methods.

The Company also introduced the ACQUITY UPLC PLUS [added: System] series in 2018, consisting of the [added: ACQUITY UPLC] H-Class [removed: PLUS,] [added: PLUS System, ACQUITY UPLC] H-Class PLUS Bio [added: System] and [added: ACQUITY UPLC] I-Class PLUS [removed: systems,] [added: Systems,] which incorporate foundational enhancements into the legacy systems.

In 2019, the Company introduced the [removed: ACQUITYTM] [added: ACQUITY] Advanced Polymer [removed: ChromatographyTM] [added: ChromatographyTM] System, which is the first fully solvent-compatible UPLC [removed: system] [added: System] to perform size exclusion, gradient polymer elution and solvent compatible reversed-phase liquid chromatographic separations on a single platform.

In 2020, the Company introduced the Waters [removed: ArcTM] [added: Arc] HPLC System, a new HPLC system for routine testing in the pharmaceutical, food, academic and materials markets.

In 2021, the Company introduced the new ACQUITY [removed: PREMIER] [added: Premier] LC solution and the Arc Premier System both featuring [removed: Waters’ MaxPeakTM] [added: Waters MaxPeakTM] High Performance Surface (“HPS”) [removed: technology.][added: Technology.]

[added: MaxPeak HPS Technology, which was first introduced with] the Company’s introduction of [removed: ACQUITYTM PREMIER] [added: 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.

In doing so, the Company believes it can better ensure product consistency, a key attribute for its customers in quality control [removed: laboratories,] [added: laboratories] and can react quickly to new customer requirements.

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

In 2019, the Company introduced the [removed: BioResolv] [added: BioResolveTM] SCX mAb Columns and [removed: VanGuardTM] [added: VanGuardTM] FIT Cartridge technologies.

In 2020, Waters introduced [removed: ACQUITYTM PREMIER] [added: ACQUITY Premier] Columns, [added: at the time] a new family of premium sub-2-micron columns featuring [removed: MaxPeakTM] [added: MaxPeak] HPS [removed: technology.][added: Technology.]

[removed: In] [added: On December 15,] 2020, the Company acquired all of the outstanding stock of [removed: Andrew Alliance, S.A.] [added: Integrated Software Solutions Pty Limited] and its two operating [removed: subsidiaries, Andrew Alliance USA, Inc.] [added: subsidiaries Integrated Software Solutions Limited] and [removed: Andrew Alliance France, SASU] [added: Integrated Software Solutions USA, LLC] (collectively, [removed: “Andrew Alliance”), for $80 million, net of cash acquired.][added: “ISS”).]

The [removed: Company anticipates that full integration] [added: addition] of Andrew Alliance [removed: will allow] [added: to our portfolio has allowed] us to positively impact our customers’ workflows by improving the repeatability, performance and speed of laboratory operations and chemistry workflows.

Larger quadrupole systems, such as the [removed: XevoTM] [added: XevoTM] TQ [added: MS System] and Xevo TQ-S [removed: instruments,] [added: MS System,] are used primarily for experiments performed for late-stage drug development, including clinical trial testing.

[removed: Quadrupole time-of-flight] (“Q-Tof”) instruments, such as the Company’s SYNAPTTM [removed: G2-S,] [added: G2-S HDMS System,] are often used to analyze the role of proteins in disease processes, an application sometimes referred to as [removed: “proteomics”.][added: “proteomics.”]

In 2019, the Company introduced the [removed: BioAccordTM system,] [added: BioAccordTM System,] a liquid chromatography-mass spectrometry solution that expands access to high-resolution time-of-flight mass spectrometry capabilities.

Also in 2019, the Company introduced the [removed: Cyclic] [added: SELECT SERIESTM CyclicTM] IMS [removed: system,] [added: System,] which seamlessly integrates cyclic ion mobility technology into a high-performance research-grade time-of-flight mass spectrometer.

In addition, the Company introduced the SYNAPT [removed: XS,] [added: XS System,] a new highly flexible, high-resolution mass spectrometer for research and development labs focused on discovery applications.

The Company also reinforced its tandem quadrupole mass spectrometry portfolio during the current year with upgrades to the Xevo TQ-S micro [added: MS System] and the introduction of the new Xevo TQ-S [removed: cronos.][added: cronos MS System.]

The Xevo TQ-S micro [added: System] features new performance enhancements that bring the quantitation of highly polar, ionic compounds in food to a higher level.

The Xevo TQ-S cronos [added: System] is a new, tandem quadrupole mass spectrometer purposely built for routine quantitation of large numbers of small-molecule organic compounds over a wide concentration range.

The Xevo TQ-S micro [added: System] and the Xevo TQ-S cronos [added: System] are also well suited to meet regulatory requirements for pesticide residue analysis, the monitoring for contaminants in processed foods, identifying drugs of abuse, and performing impurity profiling of pharmaceuticals.

In 2020, the Company introduced the [removed: new RADIANTM ASAPTM] [added: RADIANTM ASAPTM] System, a novel direct mass detector engineered for non-mass spectrometry experts to conduct fast and accurate analyses of solids and liquids with minimal sample prep.

Also in 2020, the Company introduced enhancements for the Waters Xevo G2-XS QTof [added: System,] SYNAPT XS [added: System] and SELECT SERIES Cyclic [removed: IMS,] [added: IMS System,] including a new fragmentation technique and imaging option.

In 2021, the Company introduced the [removed: Waters] SELECT [removed: SERIESTM MRT,] [added: SERIES MRT MS System,] 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 [removed: Waters’] [added: Waters] next generation Tof instruments with applications in pharmaceutical, biomedical, natural products, and materials research.

Also in 2021, the Company released the ACQUITY [removed: RDa™] [added: RDaTM] Detector featuring [removed: SmartMS™,] [added: SmartMSTM Technology,] the company’s newest Tof MS designed to improve the ease and reliability of small [added: molecule analysis for pharmaceutical, academic, food, and forensic applications.]

In 2022, the Company introduced the [removed: new Xevo™] [added: Xevo] TQ Absolute [removed: system,] [added: System,] the most sensitive and compact benchtop tandem mass spec in its class.

The Company introduced the new [removed: Xevo™] [added: Xevo] G3 [removed: quadrupole time-of-flight (“QTof”) mass spectrometer] [added: Q-Tof Mass Spectrometer] with CONFIRM [removed: Sequence—a] [added: Sequence, a] new oligonucleotide sequencing confirmation app for the [removed: waters_connect™ software] [added: waters_connect Software] platform and an electrospray ionization source for the high-resolution [removed: Waters™] SELECT [removed: SERIES™ Multi-Reflecting Time-of-Flight mass spectrometer.][added: SERIES MRT Mass Spectrometer.]

Based upon [removed: 2022] [added: 2023] 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 LC-MS instrument systems, chromatography columns and other consumables and related services.

The Company’s newest software technology [added: for mass spectrometry] is the [removed: waters_connectTM] [added: waters_connect Software] platform.

In 2019, the Company introduced the first of a series of applications on this platform supporting the BioAccord [removed: system] [added: System] and the Xevo G2 XS [removed: mass spectrometers.][added: Mass Spectrometer.]

With approximately 7,900 employees worldwide, Waters operates directly in over 35 countries and has products available in more than 100 countries.

On May 16, 2023, the Company completed the acquisition of Wyatt Technology, LLC and its three operating subsidiaries, Wyatt Technology Europe GmbH, Wyatt Technology France and Wyatt Technology UK Ltd. (collectively, “Wyatt”), for a total purchase price of $1.3 billion in cash.

Wyatt is a pioneer in innovative light scattering and field-flow fractionation instruments, software, accessories and services.

The acquisition will expand WatersTM portfolio and increase exposure to large molecule applications.

and regulatory environments.

Operations of the recently acquired Wyatt business are part of the Waters operating segment.

During the second half of 2023, Waters introduced the DynaProTM ZetaStarTM instrument through its Wyatt TechnologyTM portfolio for nanoparticle analysis.

The new instrument simultaneously enables dynamic and static light scattering and dynamic and electrophoretic light scattering measurements, all in one device.

By combining multiple light scattering techniques and automatically assessing data quality and performing adaptive data capture, the ZetaStar instrument delivers both increased sensitivity and faster measurements to aid the precise development of complex biologics, using extremely low sample volumes.

In 2023, the Company introduced the first in a new line of size exclusion chromatography columns aimed at improving analysis while lowering the cost of gene therapies, specifically adeno-associated viral (“AAV”) vectors.

The new Waters XBridgeTM Premier GTx BEHTM size exclusion chromatography columns double the

speed of measuring the potency and safety of AAVs.

Combining the columns with light scattering technologies from its Wyatt Technology portfolio deepens the level of information acquired from a single experiment and optimizes the manufacturing of these novel gene delivery vehicles.

In 2020, the Company acquired all of the outstanding stock of Andrew Alliance, S.A. (“Andrew Alliance”).

In 2023, the Company introduced the AllianceTM iS HPLC System, the next-generation intelligent HPLC System, designed to reduce compliance risk by adding new levels of proactive error detection, troubleshooting and ease-of-use.

When combined with Waters compliance-ready EmpowerTM Chromatography Software and eConnectTM HPLC Columns, the Alliance iS HPLC System streamlines the task of making accurate and precise measurements by detecting and eliminating common errors.

In doing so, the Alliance iS HPLC System helps quality control laboratories to consistently meet quality, safety, compliance and on-time product delivery goals.

This system also integrates with the cloud-native waters_connectTM System Monitoring Software enabling real-time monitoring of the Alliance iS HPLC System and any other chromatography instruments controlled by Empower Software.

Laboratory managers can view the live status of their HPLC instrument fleet from anywhere and at any time to further improve equipment utilization and overall productivity.

Also in 2023, the Company introduced the new bioprocess walk-up solutions designed to further simplify biologic sample preparation and analysis.

This solution eliminated the need to send bioreactor samples to a central laboratory for analysis making it even easier to accelerate upstream bioprocess development by up to six weeks over traditional methods.

Quadrupole time-of-flight

In 2023, the Company introduced the next generation Xevo TQ Absolute IVD Mass Spectrometer, expanding its family of MassTrakTM IVD LC-MS/MS Systems for clinical diagnostic applications.

The powerful analytical performance of the Xevo TQ Absolute IVD Mass Spectrometer is up to five times more sensitive for quantifying clinical analytes.

This sensitivity enables clinical laboratories to detect and measure trace level analytes within a sample at lower detection levels than previously possible.

It can also extend the testing capabilities of the clinical laboratory to include lower volume samples obtained in less-invasive assays such as saliva, breath, dried blood spots and multiplex panels and large molecules.

The new MassTrak LC-MS/MS IVD System includes the ACQUITY UPLC I-Class PLUS System with the Xevo TQ Absolute IVD Mass Spectrometer.

The ACQUITY UPLC I-Class PLUS System is designed to deliver rapid and accurate sample analysis to enhance the sensitivity of any mass spectrometer and simplify the characterization of the most complex sample.

The Xevo TQ Absolute IVD System provides more consistent instrument-to-instrument performance, with a user-friendly design that maximizes service uptime.

Its innovative design is also 45% smaller and uses 50% less nitrogen gas and electricity than comparable tandem quadrupole-mass spectrometry systems, making it ideal for hospital labs and independent commercial labs with both sustainability and business growth goals to meet.

In addition, in 2023, the Company introduced the industry’s first targeted imaging mass spectrometer based on its Xevo TQ Absolute Tandem Quadrupole Mass Spectrometer which is the most sensitive and compact mass spectrometer in its class.

The new instrument combines the Waters DESI XS source with the Xevo TQ Absolute

System and is five times more sensitive and five times faster than discovery-based imaging systems at precisely determining whether a particular small molecule drug product, and how much of it, reaches its intended target, such as a brain, liver or lung, in a test subject.

Also in 2023, the Company announced new updates to its SELECT SERIES MRT System that increases its specificity and utility for UPLC-MS/MS metabolomics and drug discovery applications and for mass spectrometry imaging experiments.

The MRT System now offers 50% higher resolution, making it capable of 300,000 FWHM resolution, a 3X faster scan rate and parts-per-billion mass accuracy.

These MRT System enhancements are designed to help research scientists unambiguously identify analytes of interest in samples of blood, urine and tissue, contributing to a greater understanding of molecules and their mechanisms of action in numerous scientific fields.

It is compatible with numerous MS imaging sources including DESI and MALDI, and generates crystal-clear, high-resolution images without compromising mass spectral resolution or accuracy.

In addition, in 2023, the Company combined its BioAccord LC-MS System and the Waters Andrew+ Pipetting Robot, connecting via new protocols in OneLabTM Software to create fully integrated and easy-to-use bioprocess walk-up solutions.

It is designed to enable less experienced LC-MS users to acquire critical quality attribute data for analysis of drug product and cell culture media.

Capturing data directly at the bioproduction laboratory can help bioprocess engineers improve process understanding, leading to more robust manufacturing processes and accelerated development timelines.

Waters Corporation (the “Company,” “WatersTM,” “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.

MaxPeakTM HPS technology, which was first introduced with

molecule analysis for pharmaceutical, academic, food, and forensic applications.

On December 15, 2020, the Company acquired all of the outstanding stock of Integrated Software Solutions Pty Limited and its two operating subsidiaries Integrated Software Solutions Limited and Integrated Software Solutions USA, LLC (collectively, “ISS”), for $4 million, net of cash acquired.

In addition to the cash paid at closing there was an earn out provision in which the Company would have to pay an additional $2 million to the shareholders of ISS if certain revenue and customer account conditions are achieved in the two years subsequent to the acquisition date.

This contingent consideration is recorded as a liability.

As of the balance sheet date the earn out period has been completed.

a global perspective.

respectively.

See Item 1A, Risk Factors – Public health crises, epidemics or pandemics, such as the continuing COVID-19 pandemic have had, and could in the future have, a negative impact on the Company’s business and operations.

We celebrate difference and diversity in our Employee Circles, which are composed of employees from throughout the Company, which provide a forum in which to promote topics related to diversity and inclusion focusing on gender, people of color, veterans, disability and LGBTQ+ employees and allies.

All employees are encouraged to participate in these Employee Circles at the local and global levels.

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

Waters has focused on expanding diversity in our recruitment processes.

During the pandemic, we invested in maintaining safe work environments for our employees.

We responded to the COVID-19 pandemic by, among other things:

| | • | | Adding work from home flexibility; |

| | • | | Adjusting attendance policies to encourage those who are sick to stay home; |

| | • | | Increasing cleaning protocols across all work locations; |

| | • | | Initiating regular communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures; |

| | • | | Establishing new physical distancing and safety procedures for employees who need to be onsite; |

| | • | | Modifying workspaces as appropriate; |

| | • | | Implementing protocols to address actual and suspected COVID-19 cases and potential exposure; and |

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

| | • | | the impact and costs incurred from changes in accounting principles and practices; the impact and costs of changes in statutory or contractual tax rates in jurisdictions in which the Company operates, specifically as it relates to the Tax Cuts and Jobs Act (the “2017 Tax Act”) in the U.S.; and shifts in taxable income among jurisdictions with different effective tax rates. |

For the fiscal year ended December 31, [removed: 2022][added: 2023]

Indicate the number of shares outstanding of the registrant’s common stock as of February [removed: 24, 202][added: 23, 2024: 59,202,626]

| | 1A. | | | [Risk [removed: Factors](#txa412746_3)] [added: Factors](#toc691142_3)] | | | [removed: 14] [added: 16] | |

| | 1B. | | | [Unresolved Staff [removed: Comments](#txa412746_4)] [added: Comments](#toc691142_4)] | | | [removed: 26] [added: 27] | |

| | 3. | | | [Legal [removed: Proceedings](#txa412746_6)] [added: Proceedings](#toc691142_7)] | | | [removed: 27] [added: 30] | |

| | 4. | | | [Mine Safety [removed: Disclosures](#txa412746_7)] [added: Disclosures](#toc691142_8)] | | | [removed: 27] [added: 30] | |

| | 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#txa412746_9)] [added: Securities](#toc691142_10)] | | | [removed: 28] [added: 31] | |

| | 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#txa412746_11)] [added: Operations](#toc691142_12)] | | | [removed: 31] [added: 34] | |

| | 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#txa412746_12)] [added: Risk](#toc691142_13)] | | | [removed: 45] [added: 47] | |

| | 8. | | | [Financial Statements and Supplementary [removed: Data](#txa412746_13)] [added: Data](#toc691142_14)] | | | [removed: 47] [added: 50] | |

| | | | | [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: 238)](#txa412746_14)] [added: 238)](#toc691142_15)] | | | [removed: 48] [added: 51] | |

| | 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#txa412746_15)] [added: Disclosure](#toc691142_16)] | | | [removed: 96] [added: 101] | |

| | 9A. | | | [Controls and [removed: Procedures](#txa412746_16)] [added: Procedures](#toc691142_17)] | | | [removed: 96] [added: 101] | |

| | 9B. | | | [Other [removed: Information](#txa412746_17)] [added: Information](#toc691142_18)] | | | [removed: 96] [added: 101] | |

| | 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#txa412746_18)] [added: Inspections](#toc691142_19)] | | | [removed: 96] [added: 102] | |

| | | | | [PART [removed: III](#txa412746_19)] [added: III](#toc691142_20)] | | | | |

| | 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#txa412746_20)] [added: Governance](#toc691142_21)] | | | [removed: 96] [added: 102] | |

| | 11. | | | [Executive [removed: Compensation](#txa412746_21)] [added: Compensation](#toc691142_22)] | | | [removed: 98] [added: 103] | |

| | 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#txa412746_22)] [added: Matters](#toc691142_23)] | | | [removed: 98] [added: 103] | |

| | 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#txa412746_24)] [added: Independence](#toc691142_24)] | | | [removed: 98] [added: 104] | |

| | 14. | | | [Principal Accountant Fees and [removed: Services](#txa412746_25)] [added: Services](#toc691142_25)] | | | [removed: 99] [added: 104] | |

| | 15. | | | [Exhibits and Financial Statement [removed: Schedules](#txa412746_27)] [added: Schedules](#toc691142_27)] | | | [removed: 100] [added: 105] | |

| | 16. | | | [Form 10-K [removed: Summary](#txa412746_28)] [added: Summary](#toc691142_28)] | | | [removed: 103] [added: 108] | |

34 Maple Street

of the registrant as of June 30, 2023: $15,633,596,711.

| | | | | [PART I](#toc691142_1) | | | | |

| | 1. | | | [Business](#toc691142_2) | | | 1 | |

| | 1C. | | | [Cybersecurity](#toc691142_5) | | | 27 | |

| | 2. | | | [Properties](#toc691142_6) | | | 29 | |

| | | | | [PART II](#toc691142_9) | | | | |

| | 6. | | | [Reserved](#toc691142_11) | | | 34 | |

| | | | | [PART IV](#toc691142_26) | | | | |

| | | | | [Signatures](#toc691142_29) | | | 109 | |

34 Maple Stree

of the registrant as of July 1, 2022: $20,209,471,189.

3: 58,943,567

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement that will be filed for the 2023 Annual Meeting of Stockholders are incorporated by reference in Part III.

| | | | | [PART I](#txa412746_1) | | | | |

| | 1. | | | [Business](#txa412746_2) | | | 1 | |

| | 2. | | | [Properties](#txa412746_5) | | | 26 | |

| | | | | [PART II](#txa412746_8) | | | | |

| | 6. | | | [Reserved](#txa412746_10) | | | 31 | |

| | | | | [PART IV](#txa412746_26) | | | | |

| | | | | [Signatures](#txa412746_29) | | | 104 | |

We maintain a robust system of data protection and cybersecurity resources, technology and processes.

We regularly evaluate new and emerging risks and ever-changing legal and compliance requirements.

We make

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

strategic investments to address these risks and legal and compliance requirements to keep Company, customer and employee data secure.

We monitor risks of sensitive information compromise at our business partners where relevant and reevaluate these risks on a periodic basis.

We also perform annual and ongoing cybersecurity training and awareness for our employees.

We have a longstanding information security risk management framework structured according to the National Institute of Standards and Technology Cybersecurity Framework, industry best practices, privacy legislation, and other global and local standards and regulations.

This risk management framework is under the specific oversight of the Company’s Vice President and Chief Information Officer (the “CIO”) and includes a defense-in-depth approach with multiple layers of security controls, including network segmentation, security monitoring, endpoint protection, and identity and access management, as well as data protection best practices and data loss prevention controls.

Our Audit and Finance Committee is updated on the overall performance of our information security risk management framework on an annual basis by the CIO.

Our cybersecurity awareness program includes regular phishing simulations, annual general cybersecurity awareness, and data protection modules, as well as more contextual and personalized modules for targeted users and roles.

We also perform simulations and drills at both a technical and leadership level at least annually.

We incorporate external expertise and guidance in all aspects of our cybersecurity program.

We complete annual internal security audits and vulnerability assessments of the Company’s information systems and related controls, including systems affecting personal data.

In addition, we leverage cybersecurity specialists to complete annual external audits and objective assessments of our cybersecurity program and practices, including our data protection practices, as well as to conduct targeted attack simulations.

We continually enhance our information security capabilities in order to protect against emerging threats, while also increasing our ability to detect and respond to cyber incidents and maximize our resilience to recover from potential cyber-attacks.

We have a robust incident response plan in place that provides a documented playbook for responding to cybersecurity incidents and facilitates coordination across multiple parts of our Company.

Additionally, we have purchased network security and cyber liability insurance in order to provide a level of financial protection, should a data breach occur.

Despite the existence of mitigation measures, the Company’s systems and those of its partners remain potentially vulnerable to cybersecurity threats, any of which could have a material adverse effect on the Company’s business.

To date, cybersecurity incidents have not resulted in a material adverse impact to the Company’s business strategy, results of operations and financial condition, but future incidents could have such an impact.

See Item 1A, Risk Factors - Risks Related to Cybersecurity.

The Board of Directors oversees the Company’s information security risk management framework that seeks to identify new risks, develop and implement risk mitigation plans, and monitor the results affecting the Company’s business and operations on an ongoing basis.

The CIO manages this framework, in collaboration with the Company’s businesses and functions.

The CIO presents updates to the Audit and Finance Committee at least annually and, as necessary, to the full Board of Directors.

These reports include detailed updates on the Company’s performance preparing for, preventing, detecting, responding to and recovering from cyber incidents.

The CIO also promptly informs and updates the Board of Directors about any information security incidents that may pose significant risk to the Company.

The Company’s program is periodically evaluated by external experts, and the results of those reviews are reported to the Audit and Finance Committee and the Board of Directors.

Together with management, the Audit and Finance Committee reviews the Company’s risk assessment and risk management practices and discusses major cybersecurity risk exposures as well as steps taken by management to monitor and control such exposures.

The Company’s Vice President and Chief Information Officer has over 24 years of business experience managing risks from cybersecurity threats/developing and implementing cybersecurity policies and procedures, as well as several relevant certifications.

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

Waters Corporation operates [removed: 19] [added: 21] United States facilities and [removed: 70] [added: 71] international facilities, including field offices.

| Bangalore, India | | M, [added: R,] S, D, A | | [removed: Owned] [added: Owned/Leased] |

The Company operates and maintains [removed: 9] [added: 10] field offices in the United States and [removed: 57] [added: 58] field offices abroad in addition to sales offices in the primary facilities listed above.

| [removed: Costa Mesa, CA] | | [removed: Australia | |] Hungary | | Norway | [added: | |]

| Pleasanton, CA | | Austria | | India | | [removed: People’s Republic of China] [added: Portugal] |

| Wood Dale, IL | | Belgium | | Ireland | | [removed: Portugal] [added: Poland] |

| Carmel, IN | | Brazil | | Israel | | [removed: Poland] [added: Puerto Rico] |

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

| [added: Bellaire, TX] | | Germany | | Netherlands | | United [removed: Arab Emirates] [added: Kingdom] |

| Santa Barbara, CA | | M, R, S, D, A | | Leased |

| Costa Mesa, CA | | Australia | | Hong Kong | | People’s Republic of China |

| Woburn, MA | | Canada | | Italy | | Spain |

| Morrisville, NC | | Denmark | | Korea | | Switzerland |

| Parsippany, NJ | | Finland | | Malaysia | | Taiwan |

| Plymouth Meeting, PA | | France | | Mexico | | United Arab Emirates |

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

| | | | | | | |

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

| United States | | International | | | | |

| Columbia, MD | | Canada | | Italy | | Puerto Rico |

| Parsippany, NJ | | Denmark | | Korea | | Sweden |

| Plymouth Meeting, PA | | Finland | | Malaysia | | Switzerland |

| Bellaire, TX | | France | | Mexico | | Taiwan |

| | | | | | | United Kingdom |

As of February [removed: 24, 2023,] [added: 23, 2024,] the Company had [removed: 75] [added: 69] common stockholders of record.

The Company has not made any sales of unregistered equity securities in the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

The following graph compares the cumulative total return on $100 invested as of December 31, [removed: 2017] [added: 2018] (the last day of public trading of the Company’s common stock in fiscal year [removed: 2017)] [added: 2018)] through December 31, [removed: 2022] [added: 2023] (the last day of public trading of the common stock in fiscal year [removed: 2022)] [added: 2023)] 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: 2017][added: 2018]

[removed: ][added: ]

| | | [removed: 2017 | | | |] 2018 | | | | 2019 | | | | 2020 | | | | 2021 | | | | 2022 | | | [added: | 2023 | | |]

The following table provides information about purchases by the Company during the [removed: last] three months [removed: of 2022] [added: ended December 31, 2023] of equity securities registered by the Company under the Exchange Act (in thousands, except per share data):

| (1) | The Company repurchased approximately [removed: two] [added: one] thousand shares of common stock at a cost of less than $1 million related to the vesting of restricted stock during the [removed: last] three months [removed: of 2022.] [added: ended December 31, 2023.] |

| (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 program replaced the remaining amounts available under the pre-existing authorization. In December 2020, the Company’s Board of Directors authorized the extension of the share repurchase program through January 21, 2023. In December 2022, the Company’s Board of Directors amended and extended this repurchase program’s term by one year such that it shall now expire on January 21, 2024 and [removed: increases] [added: increased] the total authorization [removed: level] to $4.8 billion, an increase of $750 million. [added: In December 2023, the Company’s Board of Directors authorized the extension of the share repurchase program through January 21, 2025.] The [added: Company’s remaining authorization is $1.0 billion. 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 | | | | 123.85 | | | | 131.15 | | | | 197.51 | | | | 181.60 | | | | 174.52 | |

| NYSE MARKET INDEX | | | 100.00 | | | | 125.51 | | | | 134.28 | | | | 162.04 | | | | 146.89 | | | | 167.12 | |

| SIC CODE INDEX | | | 100.00 | | | | 124.58 | | | | 165.82 | | | | 209.38 | | | | 140.93 | | | | 125.60 | |

| S&P 500 INDEX | | | 100.00 | | | | 131.49 | | | | 155.68 | | | | 200.37 | | | | 164.08 | | | | 207.21 | |

| October 1, 2023 to October 28, 2023 | | | — | | | $ | — | | | | — | | | $ | 961,207 | |

| October 29, 2023 to November 25, 2023 | | | — | | | $ | — | | | | — | | | $ | 961,207 | |

| November 26, 2023 to December 31, 2023 | | | 2 | | | $ | 317.00 | | | | — | | | $ | 961,207 | |

| Total | | | 2 | | | $ | 317.00 | | | | — | | | $ | 961,207 | |

| WATERS CORPORATION | | | 100.00 | | | | 97.65 | | | | 120.94 | | | | 128.07 | | | | 192.87 | | | | 177.33 | |

| NYSE MARKET INDEX | | | 100.00 | | | | 91.05 | | | | 114.28 | | | | 122.26 | | | | 147.54 | | | | 133.75 | |

| SIC CODE INDEX | | | 100.00 | | | | 95.62 | | | | 125.72 | | | | 148.85 | | | | 191.58 | | | | 156.89 | |

| S&P 500 INDEX | | | 100.00 | | | | 109.38 | | | | 135.10 | | | | 179.41 | | | | 220.97 | | | | 147.77 | |

| October 2, 2022 to October 29, 2022 | | | 174 | | | $ | 282.93 | | | | 174 | | | $ | 368,795 | |

| October 30, 2022 to November 26, 2022 | | | 147 | | | $ | 318.78 | | | | 147 | | | $ | 321,997 | |

| November 27, 2022 to December 31, 2022 | | | 154 | | | $ | 342.87 | | | | 154 | | | $ | 269,297 | |

| Total | | | 475 | | | $ | 313.46 | | | | 475 | | | $ | 269,297 | |

Based on our evaluation under the framework in Internal Control — Integrated Framework (2013), our management, including our chief executive officer and chief financial officer, concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included [added: herein.]

We have audited the accompanying consolidated balance sheets of Waters Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity [removed: (deficit)] and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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, [removed: 2022,] [added: 2023,] based on criteria established in

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in

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 [removed: i][added: in the accompanying Management’s Report on Internal Control over Financial Reporting.]

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in [added: accordance with generally accepted accounting principles.]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

Product sales totaled [removed: $2.0] [added: $1.9] billion for the year ended December 31, [removed: 2022.][added: 2023.]

The principal consideration for our determination that performing procedures relating to product revenue recognition is a critical audit matter is [removed: the] [added: a] high degree of auditor effort in performing procedures related to the Company’s product revenue recognition.

These procedures also included, among others, [added: (i)] evaluating the recognition of revenue for a sample of transactions by obtaining and inspecting source documents, such as invoices, customer purchase orders, [added: and] shipping documents, and [added: (ii)] obtaining and inspecting evidence of remittance of cash payment from customers, as applicable, related to product revenue.

| [removed: /s/PricewaterhouseCoopers] [added: /s/ PricewaterhouseCoopers] LLP |

| | | [added: 2023 | | | |] 2022 | | | | 2021 | | |

| Cash and cash equivalents [added: at beginning of period] | | [removed: $] | 480,529 | | | [removed: $] | 501,234 | | [added: | | 436,695 | |]

| Investments | | | [removed: 862] [added: 898] | | | | [removed: 68,051] [added: 862] | |

| Accounts receivable, net | | | [removed: 722,892] [added: 702,168] | | | | [removed: 612,648] [added: 722,892] | |

| Inventories | | | [removed: 455,710] [added: 516,236] | | | | [removed: 356,095] [added: 455,710] | |

| Other current assets | | | [removed: 103,910] [added: 138,489] | | | | [removed: 90,914] [added: 103,910] | |

| Total current assets | | | [removed: 1,763,903] [added: 1,752,867] | | | | [removed: 1,628,942] [added: 1,763,903] | |

| Property, plant and equipment, net | | | [removed: 582,217] [added: 639,073] | | | | [removed: 547,913] [added: 582,217] | |

| Intangible assets, net | | | [removed: 227,399] [added: 629,187] | | | | [removed: 242,401] [added: 227,399] | |

| Goodwill | | | [removed: 430,328] [added: 1,305,446] | | | | [removed: 437,865] [added: 430,328] | |

| Operating lease assets | | | [removed: 86,506] [added: 84,591] | | | | [removed: 84,734] [added: 86,506] | |

| Other assets | | | [removed: 191,100] [added: 215,690] | | | | [removed: 153,077] [added: 191,100] | |

| Total assets | | $ | [removed: 3,281,453] [added: 4,626,854] | | | $ | [removed: 3,094,932] [added: 3,281,453] | |

| Notes payable and debt | | $ | 50,000 | | | $ | [removed: —] [added: 50,000] | |

| Accounts payable | | | [removed: 93,302] [added: 84,705] | | | | [removed: 96,799] [added: 93,302] | |

| Accrued employee compensation | | | [removed: 103,300] [added: 69,391] | | | | [removed: 101,192] [added: 103,300] | |

| Deferred revenue and customer advances | | | [removed: 227,908] [added: 256,675] | | | | [removed: 227,561] [added: 227,908] | |

| Current operating lease liabilities | | | [removed: 26,429] [added: 27,825] | | | | [removed: 27,906] [added: 26,429] | |

| Accrued income taxes | | | [removed: 132,545] [added: 120,257] | | | | [removed: 61,278] [added: 132,545] | |

| Accrued warranty | | | [removed: 11,949] [added: 12,050] | | | | [removed: 10,718] [added: 11,949] | |

| Other current liabilities | | | [removed: 140,304] [added: 168,677] | | | | [removed: 155,054] [added: 140,304] | |

| Total current liabilities | | | [removed: 785,737] [added: 789,580] | | | | [removed: 680,508] [added: 785,737] | |

| Long-term debt | | | [removed: 1,524,878] [added: 2,305,513] | | | | [removed: 1,513,870] [added: 1,524,878] | |

| Long-term portion of retirement benefits | | | [removed: 38,203] [added: 47,559] | | | | [removed: 64,027] [added: 38,203] | |

| Long-term income tax liabilities | | | [removed: 248,496] [added: 137,123] | | | | [removed: 319,547] [added: 248,496] | |

| Long-term operating lease liabilities | | | [removed: 62,108] [added: 58,926] | | | | [removed: 59,623] [added: 62,108] | |

We excluded Wyatt Technology, LLC, and its three operating subsidiaries, (Wyatt Technology Europe GmbH, Wyatt Technology France and Wyatt Technology UK Ltd) (collectively “Wyatt”) from our assessment of internal control over financial reporting as of December 31, 2023, because Wyatt was acquired by the Company in a purchase business combination during 2023.

The total assets and total revenues of Wyatt represent 2% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Wyatt Technology, LLC, and its three operating subsidiaries, Wyatt Technology Europe GmbH, Wyatt Technology France, and Wyatt Technology UK Ltd (collectively Wyatt) from its assessment of internal control over financial reporting as of December 31, 2023, because it was acquired by the Company in a purchase

business combination during 2023.

We have also excluded Wyatt from our audit of internal control over financial reporting.

Wyatt is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 2% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

Acquisition of Wyatt Technology, LLC—Valuation of U.S. Customer Relationships

As described in Notes 1, 2 and 7 to the consolidated financial statements, on May 16, 2023, the Company completed the Wyatt acquisition for a total purchase price of $1.3 billion.

Management allocated the purchase price of the acquisition to identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.

As disclosed by management, of the $330.6 million of customer relationships recorded in connection with the acquisition, a majority relates to U.S. customer relationships.

The customer relationships were valued using the multi-period excess earnings method under the income approach.

Management’s cash flow projections for the customer relationships acquired included significant judgments and assumptions related to customer attrition rate, discount rate, and forecasted revenues.

The principal considerations for our determination that performing procedures relating to the valuation of U.S. customer relationships acquired in the acquisition of Wyatt Technology, LLC is a critical audit matter are (i) the significant judgment by management when determining the fair value estimate of the U.S. customer relationships acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the customer attrition rate, discount rate, and forecasted revenues, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the U.S. customer relationships acquired.

These procedures also included, among others, (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the U.S. customer relationships acquired; (iii) evaluating the appropriateness of the multi-period excess earnings method used by management; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings method; and (v) evaluating the reasonableness of the significant assumptions used by management related to the customer attrition rate, discount rate, and forecasted revenues.

Evaluating the reasonableness of the significant assumptions used by management related to the customer attrition rate, discount rate and forecasted revenues involved considering (i) the current and past performance of the Wyatt business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings method under the income approach and (ii) the reasonableness of the customer attrition, discount rate, and forecasted revenue assumptions.

| February 27, 2024 |

| Cash and cash equivalents | | $ | 395,076 | | | $ | 480,529 | |

| Net income | | $ | 642,234 | | | $ | 707,755 | | | $ | 692,843 | |

| Unrealized losses on derivative instruments before reclassifications | | | (2,648 | ) | | | — | | | | — | |

| Amounts reclassified to interest income | | | (326 | ) | | | — | | | | — | |

| Unrealized losses on derivative instruments before income taxes | | | (2,974 | ) | | | — | | | | — | |

| Income tax benefit | | | 714 | | | | — | | | | — | |

| Unrealized losses on derivative instruments, net of tax | | | (2,260 | ) | | | — | | | | — | |

| Net income | | $ | 642,234 | | | $ | 707,755 | | | $ | 692,843 | |

| Realized gain on sale of investment | | | (742 | ) | | | — | | | | — | |

| Net income | | | — | | | | — | | | | — | | | | 642,234 | | | | — | | | | — | | | | 642,234 | |

| Stock options exercise d | | | 100 | | | | 1 | | | | 17,635 | | | | — | | | | — | | | | — | | | | 17,636 | |

| Balance December 31, 2023 | | | 162,709 | | | $ | 1,627 | | | $ | 2,266,265 | | | $ | 9,150,821 | | | $ | (10,134,252 | ) | | $ | (134,120 | ) | | $ | 1,150,341 | |

On May 16, 2023, the Company completed the acquisition of Wyatt Technology, LLC and its three operating subsidiaries, Wyatt Technology Europe GmbH, Wyatt Technology France and Wyatt Technology UK Ltd. (collectively, “Wyatt”), for a total purchase price of $1.3 billion in cash.

The acquisition will expand Waters’ portfolio and increase exposure to large molecule applications.

The Company typically experiences seasonality in its orders that is reflected as an increase in sales in the fourth quarter, as a result of purchasing habits for capital goods of customers that tend to exhaust their spending budgets by calendar

Investments are classified as available-for-sale (“AFS”) debt securities.

| December 31, 2023 | | $ | 14,311 | | | $ | 8,120 | | | $ | (3,096 | ) | | $ | 19,335 | |

straight-line basis over the term of the lease.

five

We use assumptions and estimates in determining the fair value of assets acquired and liabilities assumed.

The determination of the fair value of intangible assets, which represents a significant portion of the purchase price in our recent acquisition of Wyatt, requires the use of significant judgment with regard to (i) the fair value; and (ii) whether such intangibles are amortizable or

and

herein

n the accompanying Ma

nagement’s Report on Internal Control Over Financial Reporting.

accordance with generally accepted accounting principles.

| February 27, 2023 |

| Asset impairments | | | — | | | | — | | | | 6,945 | |

| Cash and cash equivalents at beginning of period | | | 501,234 | | | | 436,695 | | | | 335,715 | |

| Balance December 31, 2019 | | | 161,030 | | | $ | 1,610 | | | $ | 1,926,753 | | | $ | 6,587,403 | | | $ | (8,612,576 | ) | | $ | (119,471 | ) | | $ | (216,281 | ) |

| Adoption of new accounting pronouncement | | | — | | | | — | | | | — | | | | (985 | ) | | | — | | | | — | | | | (985 | ) |

| Net income | | | — | | | | — | | | | — | | | | 521,571 | | | | — | | | | — | | | | 521,571 | |

| Stock options exercised | | | 456 | | | | 5 | | | | 58,497 | | | | — | | | | — | | | | — | | | | 58,502 | |

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

TM

” and together with HPLC, referred to as “LC”) and mass spectrometry (“MS”) technology systems and support products, including chromatography columns, other consumable products and comprehensive post-warranty service plans.

product line.

imil

ar foreign regulatory authorities and agencies.

The impact of the global pandemic of a novel strain of coronavirus

(“COVID-19”)

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

The

COVID-19

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.

The Company operates in over 35 countries, including those in the regions most impacted

by the

pandemic.

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.

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

COVID

\-19

and the related economic uncertainty adversely impacted sales of the Company for the year ended December

2020

; however, through the date of the issuance of these financial statements, the Company’s consolidated financial position, results of operations and cash flows have not been materially impacted and, thus, the Company concluded that no interim goodwill or long-lived asset impairment analyses were required.

Further, there have been no violations of debt covenants.

Any prolonged material disruption to the Company’s employees, suppliers, manufacturing, or customers could result in a material impact to its consolidated financial position, results of operations or cash flows in the future.

%,

% and

year-end.

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 [removed: Securities] Exchange [removed: Act of 1934, as amended (the “Exchange Act”))] [added: Act)] as of the end of the period covered by this annual report on Form 10-K.

Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2022] [added: 2023] (1) to ensure that information required to be disclosed by the Company, including its consolidated subsidiaries, in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, to allow timely decisions regarding the required disclosure and (2) to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

See Management’s Report on Internal Control Over Financial Reporting in Item 8 on page [removed: 47] [added: 50] of this Annual Report.

See the report of PricewaterhouseCoopers LLP in Item 8 beginning on page [removed: 48] [added: 51] of this Annual Report.

No change was identified in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, [removed: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

*Insider Trading Arrangements and Related Disclosures*

*Amendment and Restatement of Bylaws*

On February 23, 2024, the Board of Directors of the Company approved an amendment and restatement of the bylaws of the Company (the “Amended Bylaws”), effective as of such date.

Among other matters, the Amended Bylaws:

| (1) | revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at meetings of the stockholders of the Company, including, among other things, limiting the scope of persons to whom such disclosure requirements apply and adding a requirement that a stockholder seeking to nominate director(s) at an annual meeting deliver to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act, no less than seven business days prior to the meeting; |

| --- | --- |

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

| (2) | clarify the applicability of the majority voting standard for contested elections of directors; |

| --- | --- |

| (3) | clarify the position, duties and powers of the Chairman and Vice Chairman within the Company structure; |

| --- | --- |

| (4) | make certain administrative, modernizing, clarifying and conforming changes, including making updates to reflect recent amendments to the General Corporation Law of the State of Delaware; and |

| --- | --- |

| (5) | adopt gender-neutral terms when referring to particular positions, offices or title holders, including the adoption of the title Chair in place of Chairman. |

| --- | --- |

The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.5 and incorporated herein by reference.

Dr. Udit Batra, [removed: 52,] [added: 53,] was appointed a Director of the Company as well as President and CEO on September 1, 2020.

[added: 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.

Jianqing Bennett, [removed: 53,] [added: 54,] was appointed Senior Vice President of TA Instruments Division on May 1, 2021.

Amol Chaubal, [removed: 47,] [added: 48,] was appointed Chief Financial Officer of Waters Corporation on May 12, 2021.

Information regarding the Company’s directors, any material changes to the process by which security holders may recommend nominees to the Board of Directors and the information required by the Item will be contained in our definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed with the SEC not later than 120 days after the close of business of the fiscal year and is incorporated in this report by reference (the [removed: “2023] [added: “2024] Proxy Statement”), under the headings “Election of Directors”, “Directors Meetings and Board Committees”, “Corporate Governance”, “Report of the Audit [added: and Finance] Committee of the Board of Directors” and “Compensation of Directors and Executive Officers”.

Information regarding compliance with Section 16(a) of the Exchange Act [removed: is] [added: will be] contained in the [removed: 2023] [added: 2024] Proxy Statement, under the heading “Delinquent Section 16(a) Reports”.

Information regarding the Company’s Audit [added: and Finance] Committee and Audit [added: and Finance] Committee Financial Expert [removed: is] [added: will be] contained in the [removed: 2023] [added: 2024] Proxy Statement, under the headings “Report of the Audit [added: and Finance] Committee of the Board of Directors” and “Directors Meetings and Board Committees”.

The Company intends to satisfy the disclosure requirement regarding any amendment to, or waiver of a provision of, [added: the Code applicable to any executive officer or director by posting such information on its website.]

This information [removed: is] [added: will be] contained in the [removed: 2023] [added: 2024] Proxy Statement, under the headings “Compensation of Directors and Executive Officers”, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report”.

He most recently served as Chief Executive Officer of the Life Science business of Merck KGaA,

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

Jonathan M.

Pratt, 53, 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.

the Code applicable to any executive officer or director by posting such information on its website.

Except for the Equity Compensation Plan information set forth below, this information [removed: is] [added: will be] contained in the [removed: 2023] [added: 2024] Proxy Statement, under the heading “Security Ownership of Certain Beneficial Owners and Management”.

The following table provides information as of December 31, [removed: 2022] [added: 2023] 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):

| Equity compensation plans approved by security holders | | | [removed: 976] [added: 939] | | | $ | [removed: 238.43] [added: 265.17] | | | | [removed: 6,929] [added: 6,680] | |

| (1) | Column (a) includes an aggregate of [removed: 379] [added: 352] 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. |

This information is contained in the [removed: 2023] [added: 2024] Proxy Statement, under the headings “Directors Meetings and Board Committees”, “Corporate Governance” and “Compensation of Directors and Executive Officers”.

This information is contained in the [removed: 2023] [added: 2024] Proxy Statement, under the headings “Ratification of Selection of Independent Registered Public Accounting Firm” and “Report of the Audit [added: and Finance] Committee of the Board of Directors”.

| Total | | | 939 | | | $ | 265.17 | | | | 6,680 | |

| Total | | | 976 | | | $ | 238.43 | | | | 6,929 | |

| --- | --- |

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

| Item 15: | 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 Annual Report and are set forth on pages 50 to 95.

The report of PricewaterhouseCoopers LLP (PCAOB ID: 238), an independent registered public accounting firm, dated February 27, 2023, is set forth beginning on page 48 of this Annual Report.

| | (2) | Exhibits: |

| | | |

| Exhibit Number | | Description of Document |

| 3.1 | | Second Amended and Restated Certificate of Incorporation of Waters Corporation (Incorporated by reference to the Registrant’s Report on Form 10-K dated March 29, 1996 (File No. 001-14010)).+ |

| 3.2 | | [Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of May 12, 1999 (Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 11, 1999 (File No. 001-14010)).](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 (Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 8, 2000 (File No. 001-14010)).](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 (Incorporated by reference to the Registrant’s Report on Form 10-K dated March 28, 2002 (File No. 001-14010)).](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 (Incorporated by reference to the Registrant’s Report on Form 8-K dated October 8, 2020 (File No. 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312520266377/d95602dex31.htm) |

| 4.1 | | [Description of Registrant’s Securities. (Incorporated by reference to Exhibit 4.1 of the Registrant’s Report on Form 10-K dated February 24, 2021 (File No. 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312521054385/d32803dex41.htm) |

| 10.1 | | Waters Corporation Retirement Plan. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 dated October 24, 1996 (File No. 333-96934)).*+ |

| 10.2 | | [Amended and Restated Waters 401(k) Restoration Plan, effective January 1, 2008. (Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 2, 2007 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000095013507006667/b67183wcexv10w52.htm) |

| 10.3 | | [Amended and Restated Waters Retirement Restoration Plan, effective January 1, 2008 (Incorporated by reference to the Registrant’s Report on Form 10-Q dated February 27, 2009 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000095013509001331/b72903wcexv10w49.htm) |

| 10.4 | | [Amended and Restated Waters Corporation 1996 Non-Employee Director Deferred Compensation Plan, Effective January 1, 2008. (Incorporated by reference to the Registrant’s Report on Form 10-Q dated February 27, 2009 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000095013509001331/b72903wcexv10w5.htm) |

| 10.5 | | [2014 Waters Corporation Management Incentive Plan. (Incorporated by reference to the Registrant’s Report on Form 10-Q dated February 27, 2015 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312515067900/d849246dex1017.htm) |

| 10.6 | | [Waters Corporation 2009 Employee Stock Purchase Plan (Incorporated by reference to the Registrant’s Report on Form S-8 dated July 10, 2009 (File No. 333-160507)).*](http://www.sec.gov/Archives/edgar/data/1000697/000095012309021422/b76149wcexv4w1.htm) |

| 10.7 | | [Waters Corporation 2012 Equity Incentive Plan. (Incorporated by reference to the Registrant’s Report on Form S-8 dated September 5, 2012 (File No. 333-183721)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312512380231/d404655dex41.htm) |

| 10.8 | | [Form of Waters 2012 Stock Option Agreement - Executive Officers (Incorporated by reference to the Registrant’s Report on Form 8-K dated December 11, 2012 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312512498191/d453660dex101.htm) |

| 10.9 | | [Form of Waters 2012 Stock Option Agreement - Directors (Incorporated by reference to the Registrant’s Report on Form 8-K dated December 11, 2012 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312512498191/d453660dex102.htm) |

| 10.10 | | [Form of Waters 2012 Restricted Stock Agreement - Directors (Incorporated by reference to the Registrant’s Report on Form 8-K dated December 11, 2012 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312512498191/d453660dex103.htm) |

| 10.11 | | [Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - Five Year Vesting. (Incorporated by reference to the Registrant’s Report on Form 8-K dated December 11, 2013 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312513469540/d644445dex101.htm) |

| 10.12 | | [Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - One Year Vesting (Incorporated by reference to the Registrant’s Report on Form 8-K dated December 11, 2013 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312513469540/d644445dex102.htm) |

| 10.13 | | [Note Purchase Agreement, dated June 30, 2014, between Waters Corporation and the purchases named therein (Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 1, 2014 (File No. 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312514290679/d760078dex101.htm) |

| 10.14 | | [First Amendment to the Note Purchase Agreement, dated as of June 30, 2014 (Incorporated by reference to the Registrant’s Report on Form 10-K/A dated March 1, 2019 (File No. 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312519060858/d612944dex1040.htm) |

| 10.15 | | [Change of Control/Severance Agreement, dated as of April 1, 2015, between Waters Corporation and Michael F. Silveira (Incorporated by reference to the Registrant’s Report on Form 10-Q dated May 8, 2015 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312515178581/d919579dex101.htm) |

| 10.16 | | [Note Purchase Agreement, dated as of May 12, 2016, between Waters Corporation and the purchasers named therein (Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 5, 2016 (File No. 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312516672751/d207602dex101.htm) |

| 10.17 | | [First Amendment to the Note Purchase Agreement, dated as of May 12, 2016 (Incorporated by reference to the Registrant’s Report on Form 10-K/A dated March 1, 2019 (File No. 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312519060858/d612944dex1041.htm) |

| 10.18 | | [Form of Waters 2012 Performance Stock Unit Award Agreement (Incorporated by reference to the Registrant’s Report on Form 8-K dated December 15, 2016 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312516794165/d300697dex101.htm) |

| 10.19 | | [Form of Change of Control/Severance Agreement (Incorporated by reference to the Registrant’s Report on Form 8-K dated March 27, 2017 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312517097172/d342392dex101.htm) |

| 10.20 | | [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 (Incorporated by reference to the Registrant’s Report on Form 10-K dated February 27, 2018 (File No. 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312518060830/d506350dex1036.htm) |

| 10.21 | | [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 (Incorporated by reference to the Registrant’s Report on Form 10-K/A dated March 1, 2019 (File No. 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312519060858/d612944dex1037.htm) |

| 10.22 | | [Amendment and Restatement Agreement to the Credit Agreement, dated as of September 17, 2021, by and among the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent (Incorporated by reference to the Registrant’s Report on Form 8-K dated September 20, 2021 (File No. 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312521277197/d352627dex101.htm) |

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 Annual Report and are set forth on pages 54 to 100.

The report of PricewaterhouseCoopers LLP (PCAOB ID: 238), an independent registered public

accounting

firm, dated February 27, 2024, is set forth beginning on page 51 of this Annual Report.

| | (2) | Exhibits: |

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

| | | |

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

| Exhibit Number | | Description of Document |

| | | |

| 2.1 | | [Share Purchase Agreement, dated as of February 14, 2023, by and among Wyatt Technology Corporation, Waters Technologies Corporation, the shareholders named therein and Geofrey Wyatt in his capacity as representative of the shareholders (Incorporated by reference to the Registrant’s Report on Form 8-K dated February 15, 2023 (File No. 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312523039737/d405949dex21.htm) |

| | | |

| 3.1 | | Second Amended and Restated Certificate of Incorporation of Waters Corporation (Incorporated by reference to the Registrant’s Report on Form 10-K dated March 29, 1996 (File No. 001-14010)).+ |

| | | |

| 3.2 | | [Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of May 12, 1999 (Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 11, 1999 (File No. 001-14010)).](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 (Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 8, 2000 (File No. 001-14010)).](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 (Incorporated by reference to the Registrant’s Report on Form 10-K dated March 28, 2002 (File No. 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000092701602001727/dex313.txt) |

| | | |

| 3.5 | | [Amended and Restated Bylaws of Waters Corporation, dated as of February 23, 2024.](https://www.sec.gov/Archives/edgar/data/1000697/000119312524047491/d691142dex35.htm) |

| | | |

| 4.1 | | [Description of Registrant’s Securities. (Incorporated by reference to Exhibit 4.1 of the Registrant’s Report on Form 10-K dated February 24, 2021 (File No. 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312521054385/d32803dex41.htm) |

| | | |

| 10.1 | | Waters Corporation Retirement Plan. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 dated October 24, 1996 (File No. 333-96934)).*+ |

| | | |

| 10.2 | | [Amended and Restated Waters 401(k) Restoration Plan, effective January 1, 2008. (Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 2, 2007 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000095013507006667/b67183wcexv10w52.htm) |

| | | |

| 10.3 | | [Amended and Restated Waters Retirement Restoration Plan, effective January 1, 2008 (Incorporated by reference to the Registrant’s Report on Form 10-Q dated February 27, 2009 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000095013509001331/b72903wcexv10w49.htm) |

| | | |

| 10.4 | | [Amended and Restated Waters Corporation 1996 Non-Employee Director Deferred Compensation Plan, Effective January 1, 2008. (Incorporated by reference to the Registrant’s Report on Form 10-Q dated February 27, 2009 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000095013509001331/b72903wcexv10w5.htm) |

| | | |

| 10.5 | | [2014 Waters Corporation Management Incentive Plan. (Incorporated by reference to the Registrant’s Report on Form 10-Q dated February 27, 2015 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312515067900/d849246dex1017.htm) |

| | | |

| 10.6 | | [Waters Corporation 2009 Employee Stock Purchase Plan (Incorporated by reference to the Registrant’s Report on Form S-8 dated July 10, 2009 (File No. 333-160507)).*](http://www.sec.gov/Archives/edgar/data/1000697/000095012309021422/b76149wcexv4w1.htm) |

| | | |