Waters (WAT) 10-K risk factor changes: FY2024 vs FY2023

Approximately [removed: 69%] [added: 68%] and [removed: 70%] [added: 69%] of the Company’s net sales in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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; [removed: the effect of the U.K.’s exit from the European Union as well as the financial difficulties] [added: trade protection measures, including embargoes, sanctions] and [removed: debt burden experienced by a number of European countries;] [added: tariffs;] impact and costs of terrorism or war, in particular as a result of the ongoing conflict between Russia and Ukraine and in the Middle East, and the possibility of further escalation resulting in new geopolitical and regulatory instability; the [removed: instability] [added: financial difficulties] and [removed: possible dissolution of the euro as] [added: debt burden experienced by] a [removed: single currency;] [added: number of European countries;] 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; [removed: 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 [added: crises,] pandemics and [removed: epidemics, such as COVID-19;] [added: epidemics;] 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.

In [removed: 2023,] [added: 2024,] the Company generated [removed: $441] [added: $397] million of total net sales from China, down from $565 million in 2022.

This significant [removed: 22%] [added: 30%] 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 [added: business and particularly] 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.

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

[removed: Significant increases or decreases] in the value of the U.S. dollar relative to certain foreign currencies, particularly the euro, Japanese yen, British pound and Chinese renminbi, could have a material adverse effect or benefit on the Company’s results of operations or financial condition.

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

The demand for the Company’s products is dependent upon the size of the markets for its LC, LC-MS, 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; [removed: general economic conditions and the rate of economic growth in the Company’s major markets; and competitive considerations.]

Approximately [removed: 57%] [added: 58%] and [removed: 59%] [added: 57%] of the Company’s net sales in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, were to worldwide pharmaceutical accounts, which are periodically subject to unfavorable market conditions and consolidations.

Some competitors have instrument businesses that are generally more diversified than the Company’s [removed: business,] [added: business] but are typically less focused on the Company’s chosen markets.

[added: 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.

If the Company experiences errors or delays in releasing its software or hardware, or new versions thereof, its sales could be [removed: affected] [added: affected,] and revenues could decline.

*Disruption of [removed: operations] [added: operations, including] at the Company’s manufacturing [removed: facilities] [added: facilities, or disruption or failure of the Company’s key technology systems] could [removed: harm] [added: have a material impact on] the Company’s [added: business, results of operations and] financial condition.*

The Company manufactures LC instruments at facilities in Milford, Massachusetts and through a subcontractor in Singapore; precision chemistry separation columns at its facilities in Taunton, Massachusetts and Wexford, Ireland; MS products at its facilities in Wilmslow, England, [removed: Solihull,] [added: Birmingham,] England and Wexford, Ireland; thermal analysis and rheometry products at its facilities in New Castle, Delaware; and other instruments and consumables at various other locations as a result of the Company’s acquisitions.

Any prolonged disruption to the operations at any of these facilities, whether due to labor difficulties, destruction of or damage to any facility, power interruptions, cybersecurity incidents, [added: failure of key technology systems,] weather events or 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.

In addition, price increases from these [removed: suppliers] [added: suppliers, including as a result of any imposed tariffs,] could have an adverse effect on the Company’s margins.

A prolonged inability to obtain certain materials or components [added: or a sustained material cost increase to source such materials and components] could have an adverse effect on the Company’s financial condition or results of operations and could result in damage to its relationships with its customers and, accordingly, adversely affect the Company’s business.

[removed: From] [added: Starting in] 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.

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 [added: 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: 2023,] [added: 2024,] the net carrying value of the Company’s goodwill and other intangible assets totaled approximately $1.9 billion.

[removed: In July] [added: During 2024 and] 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.

RISKS RELATED TO CYBERSECURITY [added: AND DATA PRIVACY]

The Company relies on its technology infrastructure and that of its third-party partners, including its software and banking partners, among other functions, to interact with suppliers, sell products and services, fulfill contract [removed: obligations, ship products, collect and make electronic wire and check based payments and otherwise conduct business.]

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 [added: data managed by the Company.]

[removed: This could negatively impact sales and could increase costs related to fixing and addressing these incidents and any] vulnerabilities exposed by them, as well as to lawsuits, regulatory investigations, claims or legal liability including contractual liability, costs and expenses owed to customers and business partners.

[removed: These regulations are complex, can change frequently and] [added: Regulations] govern an array of product activities, including design, development, labeling, manufacturing, promotion, sales and distribution.

As a [removed: publicly-traded] [added: publicly traded] company, the Company is subject to the rules of the SEC and the New York Stock Exchange.

In [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024] supply chain, and the Company plans to file its [removed: 2023] [added: 2024] Form SD with the SEC in May [removed: 2024.][added: 2025.]

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

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

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 [added: significant judgments and estimates.]

In addition, changes in the market value of investments held by the retirement plans could materially impact the funded status of the retirement [removed: plans,] [added: plans] and affect the related pension expense and level and timing of contributions required under applicable laws.

The Company had [removed: $2.4] [added: $1.6] billion in debt and [removed: $396] [added: $325] million in cash, cash equivalents and investments as of December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] the Company also had the ability to borrow an additional [removed: $0.9] [added: $1.6] billion from its existing, committed credit facility.

For example, in March 2024, the Company had a reduction in workforce that impacted approximately 2% of its employees, primarily in China due to the significant decline in sales resulting from lower customer demand.

Significant increases or decreases

health policy; export controls; general economic conditions and the rate of economic growth in the Company’s major markets; and competitive considerations.

Policy, regulatory and enforcement changes introduced by the new presidential administration and regulatory leadership in the United States may impact the business and capital expenditure strategies of the Company’s customers, which in turn could adversely impact the Company’s results of operations or financial condition.

*Issues and uncertainties related to the development, deployment and use of artificial intelligence in the Company’s business operations and products may result in harm to the Company’s reputation, regulatory action or legal liability.*

The Company is beginning to integrate artificial intelligence (“AI”) into its business operations and products and continues to research further uses and opportunities for AI development.

As AI is a rapidly developing technology that is still in the early stages of being researched and understood, the development, deployment and use of AI presents novel risks and challenges that have the potential to adversely impact the Company’s business.

The premature use of inadequate AI or the use of deficient AI, including flawed or biased algorithms, could harm the Company’s brand, reputation or competitive advantage or result in regulatory penalties or legal liability.

Failures in AI functionality could result in delays in new product offerings and services and have an adverse impact on other business activities.

Delays or disruptions in successfully developing and implementing AI as part of the Company’s business activities, products or services could have a negative impact on the Company’s competitiveness, particularly if competitors are successful in making and leveraging such advancements, and the development of adequate AI technology will require significant investment.

Due to the novelty of AI technology, the Company may also experience additional risks that cannot yet be predicted.

Laws and regulations arising from the use and development of AI technology present additional uncertainties and risks to the Company.

In particular, the use and development of AI implicates risks related to intellectual property, data protection and privacy laws and regulations.

Due to the rapid developments being made in AI technology, the legal and regulatory landscape related to AI is constantly evolving.

Complying with developing laws, regulations and standards could significantly burden the Company, and failures to comply could result in legal liability, regulatory action or reputational harm.

Our worldwide enterprise resource planning (“ERP”) system is integral to our ability to accurately and efficiently maintain our books and records, record transactions, coordinate resource allocation between our manufacturing facilities across the globe, provide critical information to our management, and prepare our financial statements.

In December 2024, the Company’s Board of Directors approved the implementation of a new worldwide ERP system, which is expected to provide enhanced operating efficiencies, process alignment, information sharing, and scalability compared to the Company’s existing ERP system.

While implementation of the new ERP system is currently underway, the full transition to the new ERP system is expected to be a multi-year process.

Transitioning from the existing ERP system to the new ERP system has required and will continue to require significant investment of human and financial resources, and we may experience significant increases to inherent costs and risks associated with such a transition, including capital expenditures, additional operating expenses, demands on management time and other risks and costs of delays or potential challenges, such as the cost of training personnel, migration of data, the potential instability of the new ERP system and cost overruns.

A significant disruption or deficiency in the design or implementation of the new ERP system may adversely affect our ability to process orders, ship product, send invoices and track payments, fulfil contractual obligations, maintain effective disclosure controls and internal control over financial reporting or otherwise operate our business and, as a result, may have an adverse and material adverse effect on our results of operations or financial condition.

These changes in tax law did not have a material impact on the Company’s financial position, results of operations and cash flows in 2024.

As of the date of this Annual Report, the Company does not anticipate that the Pillar Two tax rules will have a material impact on future periods.

obligations, ship products, collect and make electronic wire and check based payments and otherwise conduct business.

The risk of damage or interruption to technology infrastructure as a result of cyber-attacks has generally increased as the number, intensity and sophistication of attempted attacks from around the world have increased, including through state-sponsored actors and/or the use of artificial intelligence.

This could negatively impact sales and could increase costs related to fixing and addressing these incidents and any

*The Company is subject to varying data privacy laws and regulations, and a violation of such laws and regulations could have a negative impact on the Company’s business, results of operations and financial condition.*

The Company is subject to varying data privacy laws and regulations related to the collection, storage and transmission of personal data in jurisdictions including the United States, the European Union and the United Kingdom, among others.

The legal and regulatory landscape relating to data privacy is continuously changing, and there has been an increased emphasis on developing and enforcing privacy and data protection laws.

In addition to regulatory consequences, any failure to protect personal data may damage the Company’s reputation or relationships with its customers, employees and partners.

Safeguarding personal data and complying with related laws and regulations creates significant costs for the Company, and a failure to comply could result in legal liability, regulatory action or reputational harm, which could adversely affect the Company’s business, results of operations and financial condition.

These regulations are complex and can change frequently (including as a result of changes in interpretation of existing regulations).

In particular, significant political shifts in any of the countries in which the Company conducts business, including the United States, may result in regulatory uncertainty and substantial changes in the regulatory regimes to which the Company is subject.

For example, the new presidential administration and regulatory leadership in the United States may propose, enact or pursue policy, regulatory and enforcement changes that create additional uncertainty for our business.

practices continue to grow.

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

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

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

If the Company fails to develop and introduce products

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.

data managed by the Company.

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

significant judgments and estimates.

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

The acquisition [removed: will expand Waters] [added: has expanded Waters’] portfolio and [removed: increase] [added: increased our] exposure to large molecule applications.

The Company’s financial results for the year ended December 31, [removed: 2023] [added: 2024] include the financial results of [removed: the] Wyatt [removed: acquisition from] [added: for] the [added: full year, while the financial results for the year ended December 31, 2023 only included seven-and-a-half months of Wyatt’s financial results as the closing of the] acquisition [removed: date.][added: occurred during the second quarter of 2023.]

The Company’s operating results are as follows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] (dollars in thousands, except per share data):

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: *2023] [added: *2024] vs* [removed: *2022*] [added: *2023*] | | | | [removed: *2022] [added: *2023] vs* [removed: *2021*] [added: *2022*] | | |

| Product sales | | $ | [removed: 1,903,050] [added: 1,844,176] | | | $ | [removed: 1,988,169] [added: 1,903,050] | | | $ | [removed: 1,822,070] [added: 1,988,169] | | | | [removed: *(4*] [added: *(3*] | *%)* | | | [removed: *9*] [added: *(4*] | [removed: *%*] [added: *%)*] |

| Service sales | | | [removed: 1,053,366] [added: 1,114,211] | | | | [removed: 983,787] [added: 1,053,366] | | | | [removed: 963,804] [added: 983,787] | | | | [removed: *7*] [added: *6*] | *%* | | | [removed: *2*] [added: *7*] | *%* |

| Total net sales | | | [removed: 2,956,416] [added: 2,958,387] | | | | [removed: 2,971,956] [added: 2,956,416] | | | | [removed: 2,785,874] [added: 2,971,956] | | | | [removed: *(1*] [added: *—*] | [removed: *%)*] | | | [removed: *7*] [added: *(1*] | [removed: *%*] [added: *%)*] |

| Cost of sales | | | [removed: 1,195,223] [added: 1,200,201] | | | | [removed: 1,248,182] [added: 1,195,223] | | | | [removed: 1,156,533] [added: 1,248,182] | | | | [removed: *(4*] [added: *—*] | [removed: *%)*] | | | [removed: *8*] [added: *(4*] | [removed: *%*] [added: *%)*] |

| Selling and administrative expenses | | | [removed: 736,014] [added: 690,148] | | | | [removed: 658,026] [added: 736,014] | | | | [removed: 626,968] [added: 658,026] | | | | [removed: *12*] [added: *(6*] | [removed: *%*] [added: *%)*] | | | [removed: *5*] [added: *12*] | *%* |

| Research and development expenses | | | [removed: 174,945] [added: 183,027] | | | | [removed: 176,190] [added: 174,945] | | | | [removed: 168,358] [added: 176,190] | | | | [removed: *(1*] [added: *5*] | [removed: *%)*] [added: *%*] | | | [removed: *5*] [added: *(1*] | [removed: *%*] [added: *%)*] |

| Purchased intangibles amortization | | | [removed: 32,558] [added: 47,090] | | | | [removed: 6,366] [added: 32,558] | | | | [removed: 7,143] [added: 6,366] | | | | [removed: *411*] [added: *45*] | *%* | | | [removed: *(11*] [added: *411*] | [removed: *%)*] [added: *%*] |

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

| Litigation provision | | | [removed: —] [added: 11,568] | | | | — | | | | [removed: 5,165] [added: —] | | | | *—* | | | | * | * |

| Operating income | | | [removed: 817,676] [added: 826,353] | | | | [removed: 873,395] [added: 817,676] | | | | [removed: 821,707] [added: 873,395] | | | | [removed: *(6*] [added: *1*] | [removed: *%)*] [added: *%*] | | | [removed: *6*] [added: *(6*] | [removed: *%*] [added: *%)*] |

| *Operating income as a % of sales* | | | [removed: *27.7*] [added: *27.9*] | *%* | | | [removed: *29.4*] [added: *27.7*] | *%* | | | [removed: *29.5*] [added: *29.4*] | *%* | | | | | | | | |

| Other income, net | | | [removed: 807] [added: 776] | | | | [removed: 2,228] [added: 807] | | | | [removed: 17,203] [added: 2,228] | | | | [removed: *(64*] [added: *(4*] | *%)* | | | [removed: *(87*] [added: *(64*] | *%)* |

| Interest expense, net | | | [removed: (82,240] [added: (72,261] | ) | | | [removed: (37,777] [added: (82,240] | ) | | | [removed: (32,717] [added: (37,777] | ) | | | [removed: *118*] [added: *(12*] | [removed: *%*] [added: *%)*] | | | [removed: *15*] [added: *118*] | *%* |

| Income before income taxes | | | [removed: 736,243] [added: 754,868] | | | | [removed: 837,846] [added: 736,243] | | | | [removed: 806,193] [added: 837,846] | | | | [removed: *(12*] [added: *3*] | [removed: *%)*] [added: *%*] | | | [removed: *4*] [added: *(12*] | [removed: *%*] [added: *%)*] |

| Provision for income taxes | | | [removed: 94,009] [added: 117,034] | | | | [removed: 130,091] [added: 94,009] | | | | [removed: 113,350] [added: 130,091] | | | | [removed: *(28*] [added: *24*] | [removed: *%)*] [added: *%*] | | | [removed: *15*] [added: *(28*] | [removed: *%*] [added: *%)*] |

| Net income | | $ | [removed: 642,234] [added: 637,834] | | | $ | [removed: 707,755] [added: 642,234] | | | $ | [removed: 692,843] [added: 707,755] | | | | [removed: *(9*] [added: *(1*] | *%)* | | | [removed: *2*] [added: *(9*] | [removed: *%*] [added: *%)*] |

| Net income per diluted common share | | $ | [removed: 10.84] [added: 10.71] | | | $ | [removed: 11.73] [added: 10.84] | | | $ | [removed: 11.17] [added: 11.73] | | | | [removed: *(8*] [added: *(1*] | *%)* | | | [removed: *5*] [added: *(8*] | [removed: *%*] [added: *%)*] |

[removed: The] [added: Wyatt sales increased the] Company’s [removed: net] sales [removed: decreased] [added: growth by] 1% [removed: in 2023 as compared to 2022] and [removed: increased 7%] [added: 3%] in [removed: 2022 as compared to 2021.][added: 2024 and 2023, respectively.]

Excluding China, the Company’s sales growth increased [removed: 5%] [added: 2%] and [removed: 6%] [added: 5%] in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Foreign currency translation decreased sales growth by 1% [removed: and 5%] in [removed: 2023] [added: both 2024] and [removed: 2022, respectively.][added: 2023.]

Excluding China, the Company’s instrument system sales [added: declined 4% in 2024 and] grew [removed: 1%.][added: 1% in 2023.]

[removed: In addition,] Wyatt’s instrument system sales added [added: 2% and] 4% to the Company’s instrument system sales [removed: growth.][added: growth in 2024 and 2023, respectively.]

Foreign currency translation decreased [removed: instrument system] sales growth by 1% [removed: and 5%] in [removed: 2023] [added: both 2024] and [removed: 2022, respectively.][added: 2023.]

Recurring revenues (combined sales of precision chemistry consumables and services) increased [removed: 6%] [added: 5%] and [removed: 3%] [added: 6%] in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

[removed: Recurring revenues were negatively impacted by foreign] [added: Foreign] currency translation [removed: in 2023 and 2022, which] decreased [added: recurring revenues] sales [added: growth] by 1% [added: in both 2024] and [removed: 6%, respectively.][added: 2023.]

[removed: This decrease] [added: Operating income of $818 million] in [added: 2023 declined $55 million from the] operating income [removed: was primarily due to higher salary expenses related to merit compensation, $26] [added: of $873] million in [removed: severance-related] [added: 2022 as a result of the $26 million severance] costs associated with [removed: a] [added: the] workforce [removed: reduction] [added: reductions] and [removed: costs related to] the [added: additional expenses associated with the] Wyatt [removed: acquisition, including $13 million in due diligence costs, $27 million of] [added: acquisition relating to purchased] intangible [removed: asset] amortization [removed: and] [added: of $27 million, retention agreement costs of] $19 million [removed: of] [added: and due diligence] costs [removed: associated with retention agreements.][added: of $13 million.]

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

The Company’s effective tax rates were [removed: 12.8%, 15.5%] [added: 15.5%, 12.8%] and [removed: 14.1%] [added: 15.5%] for [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

Net income per diluted share was [removed: $10.84, $11.73] [added: $10.71, $10.84] and [removed: $11.17] [added: $11.73] in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

The Company generated [removed: $603] [added: $762] million, [removed: $612] [added: $603] million and [removed: $747] [added: $612] million of net cash [removed: flows provided by] [added: flow from] operating activities in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

Net cash used in investing activities included [removed: $1.3 billion for the Wyatt acquisition in 2023 and] capital expenditures related to property, plant, equipment and software capitalization of [removed: $161] [added: $142] million, [added: $161 million and] $176 million [added: in 2024, 2023] and [added: 2022, respectively.]

The cash flows [removed: used in] [added: from] investing activities in [removed: 2023, 2022] [added: 2023] and [removed: 2021 included] [added: 2022 include] $16 [removed: million, $32 million,] [added: million] and [removed: $49] [added: $32] 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: 2023,] [added: 2024,] the Company’s Board of Directors authorized the extension of the existing share repurchase program through January 21, [removed: 2025.][added: 2028.]

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

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

The Company’s net sales were flat in 2024 as compared to 2023 and decreased 1% in 2023 as compared to 2022 as the Company’s sales growth in most major geographies was offset by a 10% and a 22% reduction in sales in China, respectively.

Instrument system sales decreased 6% in 2024 as compared to 2023 and 7% in 2023 as compared to 2022 as a result of weaker customer demand in most geographies, driven primarily by the 15% and 30% decline in our China instrument sales, respectively.

Operating income was $826 million in 2024, up from $818 million in 2023 as the cost savings from recent workforce reductions and the absence of the $26 million in severance costs associated with the workforce reduction incurred in 2023 were offset by higher annual incentive compensation, a full year of amortization associated with the Wyatt acquisition and merit increases in 2024.

In addition, foreign currency translation lowered operating income by $43 million.

These costs were partially offset by the cost savings from the workforce reductions and lower electronic components costs and freight costs.

The increase in cash flows from operating activities in 2024 was driven by lower annual incentive bonus payments and an improvement in working capital in the current year.

The decline in 2024 is primarily due to the completion of the Company’s new manufacturing facilities.

In addition, net cash used in investing activities in 2023 included $1.3 billion for the Wyatt acquisition.

In July 2024, the Company entered into a private Master Note Facility Agreement (the “Shelf Agreement”) with NYL Investors LLC (“NYL”) pursuant to which the Company may, at its option, authorize the issuance and sale of senior promissory notes (the “Shelf Notes”) up to an aggregate principal amount of $200 million.

The purchase of any Shelf Notes is in the sole discretion of NYL.

Any Shelf Notes sold or issued pursuant to the Shelf Agreement will mature no more than 15 years after the issuance date and will bear interest on the unpaid balance from the issuance date at the rates specified in the Shelf Agreement.

In 2024, sales growth was flat as compared to 2023 and sales declined by 1% in 2023 as compared to 2022.

During these periods, the Company’s sales in most geographies grew positively, except in China and Japan.

The sales growth outside of China was led by India where sales increased 15% and 2% in 2024 and 2023, respectively.

China’s sales declined by 10% and 22% in 2024 and 2023, respectively, and were 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 macroeconomic conditions.

Wyatt sales increased the Company’s sales growth by 1% and 3% in 2024 and 2023, respectively, and added 3% to the U.S. sales.

The decrease in Asia sales growth is driven by the decline in China’s sales and the effect of foreign currency translation which decreased Japan’s sales growth by 7%.

| | | 2024 | | | | 2023 | | | | 2022 | | | | *2024 vs.* *2023* | | | | *2023 vs.* *2022* | | |

| Total net sales | | $ | 2,958,387 | | | $ | 2,956,416 | | | $ | 2,971,956 | | | | *—* | | | | *(1* | *%)* |

In 2024, sales to pharmaceutical customers increased 1% as compared to 2023 as the 18% increase in India’s sales was offset by the 11% decline in China’s sales.

Combined sales to industrial customers, which include material characterization, food, environmental and fine chemical markets, were flat in 2024 as the 7% sales growth in the U.S. was primarily offset by a 9% decline in China’s sales.

Combined sales to academic and government customers decreased 6% in 2024 as sales declined in most major geographies, except for Europe and India where sales grew 1% and 27%, respectively.

Wyatt sales increased Waters products and service sales by approximately 1% in 2024.

Waters instrument system sales (LC and MS technology-based) decreased 7% in 2024, primarily driven by weaker customer demand in China where Waters instrument sales declined 12%.

Excluding China, the Company’s instrument system sales decreased 4% as compared to 2023.

In addition, Wyatt’s instrument system sales contributed 3% to Waters instrument system sales growth in 2024.

Waters chemistry consumables sales growth was due to the continued

Wyatt service revenues added 1% to Waters service revenue growth in 2024.

| | | 2024 | | | | % of Total | | | | 2023 | | | | % of Total | | | | 2022 | | | | % of Total | | | | *2024 vs.* *2023* | | | | *2023 vs.* *2022* | | |

Cost of sales were flat in 2024 as compared to 2023, primarily due to the change in sales mix and the impact of foreign exchange.

Selling and administrative expenses decreased 6% and increased 12% in 2024 and 2023, respectively, as the cost savings from the recent workforce reductions and the absence of costs incurred in the prior year relating to severance charges in connection with the 2023 workforce reduction and the Wyatt acquisition-related due diligence costs were partially offset by an increase in annual incentive compensation expenses.

*Litigation Provisions*

The Company incurred $12 million of litigation provisions of 2024, primarily related to a patent litigation settlement.

Net interest expense in 2024 decreased $10 million as compared to 2023 due to the average outstanding debt in these periods being impacted by the timing of the borrowings to fund the Wyatt acquisition, which closed in May 2023, as well as the timing of the repayment of $1 billion of debt since the completion of the acquisition.

As of the date of this Annual Report, the Company does not anticipate that the Pillar Two tax rules will have a material impact on future periods.

| | • | | The decrease in inventory can primarily be attributed to better inventory management and higher sales volume in the second half of 2024. |

| | • | | A decrease in income tax payments of $60 million as compared to the prior year. |

The Company has a credit agreement with an aggregate borrowing capacity of $2.0 billion.

In July 2024, the Company entered into the Shelf Agreement with NYL pursuant to which the Company may, at its option, authorize the issuance and sale of Shelf Notes up to an aggregate amount of $200 million.

The purchase of any Shelf Notes is in the sole discretion of NYL.

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.

The sales growth in 2022 was driven by strong customer demand across most major geographies, end markets and product categories.

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.

In 2022, the increase was driven by the broad-based increase in customer demand across all existing and newly introduced LC, LC-MS, and Thermal Analysis instrument system sales.

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

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.

Operating income was $873 million in 2022, an increase of 6% as compared to 2021.

This increase was primarily a result of the increase in sales volume and pricing increases, partially offset by higher electronic component and freight inflationary costs and the negative effect of foreign currency translation.

The effect of foreign currency translation lowered operating income by approximately $71 million during 2022.

Operating income as a percentage of sales was 27.7%, 29.4% and 29.5% in 2023, 2022 and 2021, respectively.

$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.

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.

Foreign currency translation decreased total sales growth by 5% in 2022 as the U.S. dollar strengthened significantly against all other major currencies.

The geographies that were the most negatively impacted by the strengthening of the U.S. dollar in 2022 were Europe and Japan, as the weakening of the euro and Japanese yen lowered sales growth in Europe and Japan by 10% and 17%, respectively.

China sales increased 8% in 2022, with foreign currency translation decreasing China sales growth by 2% in 2022.

This increase in China sales was driven by strong customer demand for our products and services despite the negative impact that the COVID-19 pandemic had on our business in China in 2022.

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

Combined sales to academic and government customers increased 7%, with foreign currency translation decreasing academic and government sales growth by 6%.

Waters instrument system sales grew 11%, with foreign currency translation lowering sales growth by 5%.

The increase in the Waters instrument system sales can be attributed to strong customer demand for our existing products as well as growing contributions made by recent product introductions.

Waters service sales increased due to higher service demand billing, particularly in China and the United States, partially offset by the negative impact from foreign currency translation which decreased by 6%.

In

2023, sales growth was broad-based across most major geographies, partially offset by weakness in China and the rest of Asia.

In 2022, cost of sales increased 8% as compared to 2021, primarily due to the increase in sales volumes during the year as well as an increase in electronic component and freight inflationary costs.

Selling and administrative expenses increased 12% and 5% in 2023 and 2022, respectively.

In 2021, the Company executed a settlement agreement to resolve patent infringement litigation with Bruker Corporation and Bruker Daltronik GmbH regarding their timsTOF product line.

In connection with the

settlement, the Company is entitled to receive $10 million in guaranteed payments, including minimum royalty payments.

In 2021, the Company recorded an unrealized gain of $10 million due to an observable change in the fair value of an existing investment that the Company does not have the ability to exercise significant influence over.

Net interest expense in 2022 increased $5 million as compared to 2021 due to the lower interest income benefit from the lower notional amount of interest rate cross currency swap agreements.

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

| Observable unrealized gain on investment | | | — | | | | — | | | | (9,707 | ) |

For the [removed: year] [added: years] ended December 31, [added: 2024 and] 2023, the Company did not have any cash flow hedges that were deemed ineffective.

As of December 31, [removed: 2023,] [added: 2024,] the Company had three-year interest rate cross-currency swap derivative agreements with a notional value of $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.

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

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

| | | December 31, [removed: 2023] [added: 2024] | | | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | |

| | | [removed: Notional Value] [added: Notional Value] | | | | [removed: Fair Value] [added: Fair Value] | | | | [removed: Notional Value] [added: Notional Value] | | | | [removed: Fair Value] [added: Fair Value] | | |

| Other current assets | | $ | [removed: 24,155] [added: 14,999] | | | $ | [removed: 183] [added: 482] | | | $ | [removed: 42,047] [added: 24,155] | | | $ | [removed: 231] [added: 183] | |

| Other current liabilities | | $ | [removed: 16,000] [added: 24,749] | | | $ | [removed: 207] [added: 261] | | | $ | [removed: 13,450] [added: 16,000] | | | $ | [removed: 98] [added: 207] | |

| Other assets | | $ | [removed: 220,000] [added: 625,000] | | | $ | [removed: 4,835] [added: 26,196] | | | $ | [removed: 400,000] [added: 220,000] | | | $ | [removed: 19,163] [added: 4,835] | |

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

| Accumulated other comprehensive [removed: (loss)] income [added: (loss)] | | | | | | $ | [removed: (7,975] [added: 32,979] | [removed: )] | | | | | | $ | [removed: 10,026] [added: (7,975] | [added: )] |

| Other liabilities | | $ | [removed: 100,000] [added: 50,000] | | | $ | [removed: 2,974] [added: 641] | | | $ | [removed: —] [added: 100,000] | | | $ | [removed: —] [added: 2,974] | |

| Accumulated other comprehensive [removed: (loss) income] [added: loss] | | | | | | $ | [removed: (2,974] [added: (138] | ) | | | | | | $ | [removed: —] [added: (2,974] | [added: )] |

The following is a summary of the activity included in the consolidated statements of operations and statements of comprehensive income related to the foreign currency exchange contracts, [removed: and] interest rate cross-currency swap agreements and interest rate swap agreements designated as cash flow hedges (in thousands):

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | |

| Realized gains (losses) on closed contracts | | Cost of sales | | $ | [removed: 224] [added: 850] | | | $ | [removed: (3,855] [added: 224] | [removed: )] | | $ | [removed: (1,973] [added: (3,855] | ) |

| Unrealized [removed: losses] [added: gains (losses)] on open contracts | | Cost of sales | | | [removed: (156] [added: 245] | [removed: )] | | | [removed: (176] [added: (156] | ) | | | [removed: (343] [added: (176] | ) |

| Cumulative net pre-tax gains (losses) | | Cost of sales | | $ | [removed: 68] [added: 1,095] | | | $ | [removed: (4,031] [added: 68] | [removed: )] | | $ | [removed: (2,316] [added: (4,031] | ) |

| Interest earned | | Interest income | | $ | [removed: 10,974] [added: 10,110] | | | $ | [removed: 8,872] [added: 10,974] | | | $ | [removed: 11,084] [added: 8,872] | |

| Unrealized [removed: (losses)] gains [added: (losses)] on open contracts | | Accumulated other comprehensive loss | | $ | [removed: (18,001] [added: 40,954] | [removed: )] | | $ | [removed: 25,969] [added: (18,001] | [added: )] | | $ | [removed: 29,052] [added: 25,969] | |

| Interest earned | | Interest income | | $ | [removed: 326] [added: 1,281] | | | $ | [removed: —] [added: 326] | | | $ | — | |

| Unrealized losses on open contracts | | Accumulated other comprehensive loss | | $ | [removed: (2,974] [added: (2,835] | ) | | $ | [removed: —] [added: (2,974] | [added: )] | | $ | — | |

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: 2023] [added: 2024] would [removed: increase] [added: decrease] pre-tax earnings by approximately [removed: $5] [added: $1] million.

cross-currency swap agreements outstanding as of December 31, [removed: 2023] [added: 2024] would increase by approximately [removed: $1] [added: $60] million and would be recorded to foreign currency translation in other comprehensive income within stockholders’ equity.

As of December 31, [removed: 2023,] [added: 2024,] the carrying value of the Company’s cash and cash equivalents approximated fair value.

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

As of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022, $321] [added: 2023, $275] million out of [removed: $396] [added: $325] million and [removed: $472] [added: $321] million out of [removed: $481] [added: $396] million, respectively, of the Company’s total cash, cash equivalents and investments were held by foreign subsidiaries.

In addition, [removed: $233] [added: $226] million out of [removed: $396] [added: $325] million and [removed: $336] [added: $233] million out of [removed: $481] [added: $396] million of cash, cash equivalents and investments were held in currencies other than the U.S. dollar at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

As of December 31, [removed: 2023,] [added: 2024,] the Company had no holdings in auction rate securities or commercial paper issued by structured investment vehicles.

Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the Company’s cash, cash equivalents and investments held in currencies other than the U.S. dollar as of December 31, [removed: 2023] [added: 2024] would decrease by approximately $23 million, of which the majority would be recorded to foreign currency translation in other comprehensive income within stockholders’ equity.

| Other assets | | $ | 100,000 | | | $ | 503 | | | $ | — | | | $ | — | |

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.

With approximately [removed: 7,900] [added: 7,600] employees worldwide, Waters operates directly in over 35 countries and has products available in more than 100 countries.

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

Operations of the [removed: recently acquired] Wyatt business are part of the Waters operating segment.

Information concerning revenues and long-lived assets attributable to each of the Company’s products, services and geographic areas is set forth in Note [removed: 18] [added: 17] in the Notes to the Consolidated Financial Statements, which is incorporated herein by reference.

Waters also has [removed: in vitro] [added: in-vitro] diagnostic labelled products that are used as general-purpose instruments for clinical diagnostic applications, such as newborn screening and therapeutic drug management, in countries where these products are registered.

Laboratories around the world and across multiple industries use these products for quality control and proficiency testing and [removed: also] purchase product support services required to help with their federal and state mandated accreditation requirements or with quality control over critical pharmaceutical analysis.

The new Waters XBridgeTM Premier GTx BEHTM size exclusion chromatography columns double the [added: speed of measuring the potency and safety of AAVs.]

[removed: In 2023, the] [added: The] Company [added: also] 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.

[removed: Also in 2023, the Company] [added: In addition, Waters] introduced the new bioprocess walk-up solutions designed to further simplify biologic sample preparation and analysis.

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

Based upon [removed: 2023] [added: 2024,] 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.

In 2022, the Company introduced a new [removed: Per-and Polyfluoroalkyl Substances (“PFAS”)] [added: PFAS] quantitation workflow enabled by enhancements to its waters_connect Software for quantitation software and the Company introduced [removed: Extraction+TM] [added: Extraction+ TM] Connected Device, a new software-controlled product for the Waters Andrew+TM Pipetting Robot that automates the preparation of biological, food, forensics and environmental samples by solid phase extraction.

[added: 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.

[removed: Also in 2023,] [added: Further,] 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.

[removed: In addition,] [added: Lastly,] 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.

The servicing and support of instruments, software and accessories is an important source of revenue and represented over 35% of sales for Waters in [removed: 2023.][added: 2024.]

[added: Changes in temperature affect several characteristics of materials, such as their heat flow] characteristics, physical state, weight, dimension and mechanical and electrical properties, which may be measured by one or more thermal analysis techniques, including calorimetry.

[removed: In] [added: Also in] 2022, TA introduced Polymer Workflow Guided Methods, which provides walk up and use functionality by codifying polymer workflows.

Similar to Waters, the servicing and support of TA’s instruments is an important source of revenue and represented more than 25% of sales for TA in [removed: 2023.][added: 2024.]

During [removed: 2023, 57%] [added: 2024, 58%] of the Company’s net sales were to pharmaceutical accounts, 31% to other industrial accounts and [removed: 12%] [added: 11%] to academic institutions and governmental agencies.

During fiscal years [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] no single customer accounted for more than 2% of the Company’s net sales.

Across these product technologies, using respective specialized sales and service workforces, the Company serves its customer base with [removed: 85] [added: 79] sales offices throughout the world as of [removed: December 31, 2023 and approximately 4,300, 4,500 and 4,300 field representatives in 2023, 2022 and 2021, respectively.]

The Company provides customers with comprehensive information through various corporate and geographic-specific internet websites and product [removed: literature,] [added: literature] and also makes consumable products available through electronic ordering facilities and a dedicated catalog.

VICAM manufactures antibody-linked resins and magnetic beads that are packed into columns and kits in Milford, [removed: Massachusetts and Nixa, Missouri.][added: Massachusetts.]

The Company’s Wyatt facility in Santa Barbara, California is certified to ISO [removed: 9001:2015][added: 9001:2015.]

[added: The materials used by] the Company’s operations are generally available from a number of sources and in sufficient quantities to meet current requirements subject to normal lead times.

In [removed: 2022,] [added: 2024,] 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: 2023] [added: 2024] supply chain, and the Company plans to file its [removed: 2023] [added: 2024] Form SD with the SEC in May [removed: 2024.][added: 2025.]

The Company’s research and development expenditures for [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] were [removed: $175] [added: $183] million, [removed: $176] [added: $175] million and [removed: $168] [added: $176] million, respectively.

At December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] there were approximately [added: 1,100,] 1,200 [added: and 1,200] employees involved in the Company’s research and development [removed: efforts.][added: efforts, respectively.]

[removed: In 2020, the] [added: The] Company [removed: opened a new] [added: maintains] research [removed: laboratory] [added: laboratories] in Cambridge, [removed: MA,] [added: MA and at the University of Delaware,] which serves as a strategic, collaborative space in the community, where Waters can partner with academia, research and industry to accelerate the next generation of scientific advancements.

The Company employed approximately [removed: 7,900, 8,200] [added: 7,600, 7,900] and [removed: 7,800] [added: 8,200] employees at December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively, with approximately [removed: 38%] [added: 39%] of the Company’s employees located in the United States.

[added: The] Company believes its employee relations are generally good.

As part of our company-led initiatives to drive an inclusive workplace, we have created Employee Circles and Employee Hubs, which are voluntary, employee-driven employee resource groups [added: open to all our employees] worldwide to foster [removed: a diverse and] [added: an] inclusive [removed: culture through awareness, education and employee connections.][added: culture.]

Waters has focused on expanding [removed: diversity] [added: the pipeline of strong candidates] in our recruitment processes, including developing partnerships with organizations that support [removed: diversity] [added: a culture of inclusion] in hiring and employee engagement.

[removed: In the] markets served by [removed: Waters, the Company’s principal competitors include: Agilent Technologies, Inc., Shimadzu Corporation, Bruker Corporation, Danaher Corporation and Thermo Fisher Scientific Inc. In the markets served by] TA, the Company’s principal competitors include: [removed: Perkin Elmer,] [added: PerkinElmer,] Inc., NETZSCH-Geraetebau GmbH, Thermo Fisher Scientific Inc., Malvern PANalytical Ltd., a subsidiary of Spectris plc, Anton-Paar GmbH and others not identified here.

The Company does not currently anticipate any material adverse effect on its [added: operations, financial condition or competitive position as a result of its efforts to comply with environmental laws.]

In November [removed: 2023,] [added: 2024,] the Company published its [removed: 2023] [added: 2024] ESG Report, detailing the Company’s efforts to address its environmental impact and uphold its social responsibilities in [removed: 2023.][added: 2024.]

See also Note [removed: 18] [added: 17] in the Notes to the Consolidated Financial Statements for financial information about geographic areas.

| | • | | current global economic, sovereign and political conditions and uncertainties, including the effect of new or proposed tariff or trade regulations, [removed: changes in] [added: as well as other new or changed domestic and foreign laws, regulations and policies (or new interpretations thereof),] inflation and interest rates, the impacts and costs of war, in particular as a result of the ongoing conflicts between Russia and Ukraine and in the Middle East, and the possibility of further escalation resulting in new geopolitical and regulatory [removed: instability and the Chinese government’s ongoing tightening of restrictions on procurement by government-funded customers;] [added: instability;] |

In 2024, the Company introduced HPLC CONNECT software, an all-in-one software platform that enables full digital synchronization between Waters high- and ultra-performance liquid chromatography (HPLC/UPLC) systems and multi-angle light-scattering instruments (MALS) from its Wyatt Technology™ portfolio.

The software delivers ease-of-use, greater efficiency, and higher confidence for scientists performing size exclusion chromatography and MALS (SEC-MALS) analyses for complex and critical biopharmaceutical innovations, including antibody drug conjugates, other complex protein conjugates, and gene therapies.

In 2024, Waters introduced the new Oasis WAX/GCB and GCB/WAX for PFAS Analysis Cartridges with new design features that significantly streamline and expedite sample preparation and analysis of per- and polyfluoroalkyl substances (“PFAS”).

To help ensure accuracy and further confidence in test results, Oasis WAX/GCB and GCB/WAX Cartridges are QC-tested by an accredited laboratory for low residual PFAS, to reduce or eliminate any time spent troubleshooting potential assay contamination.

The Company also introduced the Alliance iS Bio HPLC System with new capabilities that address the operational and analytical challenges of biopharma quality control laboratories.

The new HPLC system combines advanced bio-separation technology and built-in instrument intelligence features and is designed to help biopharma QC analysts boost efficiency and eliminate up to 40% of common errors, saving time lost by investigating the source of failed runs and out-of-specification results.

In addition, Waters introduced the new GTxResolve Premier Size Exclusion Chromatography 1000Å 3-micron (3 µm) Columns.

Waters has implemented a unique combination of novel packing materials and MaxPeakPremier High-Performance Surface technology into the columns to help scientists accelerate the development of gene-based therapeutics, including cell & gene, mRNA and lipid nanoparticles.

In 2024, TA introduced the following new instrument systems:

| | • | | Rheo-IS accessory for our Discovery Hybrid Rheometers. This new accessory for its Discovery Hybrid Rheometers is designed to enable simultaneous electrical impedance and rheological measurements, a critical capability for scientists working on new battery formulations. |

| | • | | Rapid Screening-Differential Scanning Calorimeter (“RS-DSC”), designed for biopharmaceutical developers. The RS-DSC is a high-throughput DSC for precise thermal stability testing of high-concentration biologic formulations specifically for antibody drugs and engineered proteins. |

| | • | | TA introduced the Discovery Core Rheometer, a streamlined, modern rheometer designed for routine manufacturing quality control and assurance laboratories. The new analyzer can handle multiple material types such as battery slurries, printing inks, food, and personal care products and it features an easy-to-use touchscreen interface with self-guided training, methods, and applications for all levels of rheology users. |

December 31, 2024 and approximately 4,200, 4,300 and 4,500 field representatives in 2024, 2023 and 2022, respectively.

In February 2024, the Company completed an expansion of its Taunton manufacturing facility, incurring costs of approximately $251 million in connection with the expansion between 2018 and 2024.

In 2024, Waters opened a new facility in Birmingham, England which will increase the Company’s capacity to manufacture certain components used in the Company’s MS instruments.

*Culture of Inclusion*

In the markets served by Waters, the Company’s principal competitors include: Agilent Technologies, Inc., Shimadzu Corporation, Bruker Corporation, Danaher Corporation and Thermo Fisher Scientific Inc. In the

| | • | | economic conditions in China, trade tensions and tariffs between the U.S. and China and their impact on our business, 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 other challenges and uncertainties in the Chinese market; |

| | • | | the risks related to the development, deployment and use of artificial intelligence (“AI”); |

| | • | | a failure to timely and effectively use AI and embed it into new product offerings and services that negatively impacts our competitiveness; |

| | • | | risks related to any public health crisis or pandemic, climate change, severe weather and geological conditions or events or other events beyond our control; |

| | • | | risks associated with compliance with data privacy and information security laws and regulations regarding the collection, transmission, storage and use of personally identifying information; |

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

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

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

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

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

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.

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

and regulatory environments.

In 2018, the Company introduced the ACQUITY 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 System series in 2018, consisting of the ACQUITY UPLC H-Class PLUS System, ACQUITY UPLC H-Class PLUS Bio System and ACQUITY UPLC I-Class PLUS Systems, which incorporate foundational enhancements into the legacy systems.

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

The all-in-one system gives research scientists greater analytical versatility and speed when conducting research on next-generation polymers.

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

A key target application is quality control in laboratories performing batch release tests on small molecule pharmaceuticals.

In 2021, the Company introduced the new ACQUITY Premier LC solution and the Arc Premier System both featuring Waters MaxPeakTM High Performance Surface (“HPS”) Technology.

MaxPeak HPS Technology, which was first introduced with the Company’s introduction of ACQUITY Premier Columns in 2020, is a surface technology that forms a barrier between the sample and the metal surfaces of both the system and column, eliminating the need for system passivation, mitigating the loss of metal-sensitive analytes and yielding higher quality data in less time and effort.

In 2019, the Company introduced the BioResolveTM SCX mAb Columns and VanGuardTM FIT Cartridge technologies.

These new cation exchange column lines with specialized consumables are designed to simplify and improve the characterization and monitoring of monoclonal antibody (“mAb”) therapeutics, as well as enable mAb charge-variant analyses as required by the World Health Organization, the FDA and the International Conference on Harmonization for confirming the efficacy and safety of biologics and biosimilars with discovery, development and manufacturing applications.

In 2020, Waters introduced ACQUITY Premier Columns, at the time a new family of premium sub-2-micron columns featuring MaxPeak HPS Technology.

The columns are for use with any brand of UPLC System and can measurably improve data quality by mitigating the loss of sample analytes due to analyte-to-surface interactions.

speed of measuring the potency and safety of AAVs.

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

Andrew Alliance offers lab workflow automation solutions with the combination of its software platform and smart, connected laboratory equipment and accessories.

The addition of Andrew Alliance 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.

Quadrupole time-of-flight

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

The system provides new levels of user experience with automated setup and self-diagnosis delivered through an intuitive user interface.

Also in 2019, the Company introduced the SELECT SERIESTM CyclicTM IMS 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 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 MS System and the introduction of the new Xevo TQ-S cronos MS System.

The Xevo TQ-S micro 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 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 System and the Xevo TQ-S cronos 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 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 System, SYNAPT XS System and SELECT SERIES Cyclic IMS System, including a new fragmentation technique and imaging option.

In 2021, the Company introduced the SELECT 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 Waters next generation Tof instruments with applications in pharmaceutical, biomedical, natural products, and materials research.

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

The Company also introduced a new peptide multi-attribute method workflow for the BioAccord LC-MS System in 2021, which is an end-to-end workflow for analyzing monoclonal antibodies and other protein and peptide-based drugs.

In 2019, the Company introduced the first of a series of applications on this platform supporting the BioAccord System and the Xevo G2 XS Mass Spectrometer.

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

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

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

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: 01-14010][added: 001-14010]

Indicate the number of shares outstanding of the registrant’s common stock as of February [removed: 23, 2024: 59,202,626][added: 21, 2025: 59,410,941]

| | 1A. | | | [Risk [removed: Factors](#toc691142_3)] [added: Factors](#toc791800_3)] | | | [removed: 16] [added: 14] | |

| | 1B. | | | [Unresolved Staff [removed: Comments](#toc691142_4)] [added: Comments](#toc791800_4)] | | | 27 | |

| | 1C. | | | [removed: [Cybersecurity](#toc691142_5)] [added: [Cybersecurity](#toc791800_5)] | | | [removed: 27] [added: 28] | |

| | 3. | | | [Legal [removed: Proceedings](#toc691142_7)] [added: Proceedings](#toc791800_7)] | | | [removed: 30] [added: 31] | |

| | 4. | | | [Mine Safety [removed: Disclosures](#toc691142_8)] [added: Disclosures](#toc791800_8)] | | | [removed: 30] [added: 31] | |

| | 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#toc691142_10)] [added: Securities](#toc791800_10)] | | | [removed: 31] [added: 32] | |

| | 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#toc691142_12)] [added: Operations](#toc791800_12)] | | | [removed: 34] [added: 35] | |

| | 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#toc691142_13)] [added: Risk](#toc791800_13)] | | | [removed: 47] [added: 48] | |

| | 8. | | | [Financial Statements and Supplementary [removed: Data](#toc691142_14)] [added: Data](#toc791800_14)] | | | [removed: 50] [added: 51] | |

| | | | | [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: 238)](#toc691142_15)] [added: 238)](#toc791800_15)] | | | [removed: 51] [added: 52] | |

| | 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#toc691142_16)] [added: Disclosure](#toc791800_16)] | | | [removed: 101] [added: 100] | |

| | 9A. | | | [Controls and [removed: Procedures](#toc691142_17)] [added: Procedures](#toc791800_17)] | | | [removed: 101] [added: 100] | |

| | 9B. | | | [Other [removed: Information](#toc691142_18)] [added: Information](#toc791800_18)] | | | [removed: 101] [added: 100] | |

| | 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#toc691142_19)] [added: Inspections](#toc791800_19)] | | | [removed: 102] [added: 100] | |

| | | | | [PART [removed: III](#toc691142_20)] [added: III](#toc791800_20)] | | | | |

| | 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#toc691142_21)] [added: Governance](#toc791800_21)] | | | [removed: 102] [added: 101] | |

| | 11. | | | [Executive [removed: Compensation](#toc691142_22)] [added: Compensation](#toc791800_22)] | | | [removed: 103] [added: 102] | |

| | 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc691142_23)] [added: Matters](#toc791800_23)] | | | 103 | |

| | 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#toc691142_24)] [added: Independence](#toc791800_24)] | | | [removed: 104] [added: 103] | |

| | 14. | | | [Principal Accountant Fees and [removed: Services](#toc691142_25)] [added: Services](#toc791800_25)] | | | [removed: 104] [added: 103] | |

| | 15. | | | [Exhibits and Financial Statement [removed: Schedules](#toc691142_27)] [added: Schedules](#toc791800_27)] | | | [removed: 105] [added: 104] | |

| | 16. | | | [Form 10-K [removed: Summary](#toc691142_28)] [added: Summary](#toc791800_28)] | | | [removed: 108] [added: 107] | |

of the registrant as of June 29, 2024: $17,219,389,367.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement that will be filed for the 2025 Annual Meeting of Stockholders are incorporated by reference in Part III.

| | | | | [PART I](#toc791800_1) | | | | |

| | 1. | | | [Business](#toc791800_2) | | | 1 | |

| | 2. | | | [Properties](#toc791800_6) | | | 30 | |

| | | | | [PART II](#toc791800_9) | | | | |

| | 6. | | | [Reserved](#toc791800_11) | | | 35 | |

| | | | | [PART IV](#toc791800_26) | | | | |

| | | | | [Signatures](#toc791800_29) | | | 108 | |

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

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

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

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

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

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

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

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

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

[added: We make] strategic investments to address these risks and legal and compliance requirements to keep Company, customer and employee data secure.

[removed: 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.

See Item 1A, Risk Factors - Risks Related to [removed: Cybersecurity.][added: Cybersecurity and Data Privacy.]

Cybersecurity

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

We make

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

Waters Corporation operates [removed: 21] [added: 19] United States facilities and [removed: 71] [added: 68] international facilities, including field offices.

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

The Company operates and maintains [removed: 10] [added: 9] field offices in the United States and [removed: 58] [added: 55] field offices abroad in addition to sales offices in the primary facilities listed above.

| [removed: Plymouth Meeting, PA] [added: Bellaire, TX] | | France | | Mexico | | United Arab Emirates |

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

| Golden, CO | | M, R, S, D, A | | Owned |

| Golden, CO | | M, R, S, D, A | | Leased |

| Nixa, MO | | M, S, D, A | | Leased |

As of February [removed: 23, 2024,] [added: 21, 2025,] the Company had [removed: 69] [added: 65] common stockholders of record.

The Company has not made any sales of unregistered equity securities in the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

The following graph compares the cumulative total return on $100 invested as of December 31, [removed: 2018] [added: 2019] (the last day of public trading of the Company’s common stock in fiscal year [removed: 2018)] [added: 2019)] through December 31, [removed: 2023] [added: 2024] (the last day of public trading of the common stock in fiscal year [removed: 2023)] [added: 2024)] 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: 2018][added: 2019]

[removed: ][added: ]

| | | [removed: 2018 | | | |] 2019 | | | | 2020 | | | | 2021 | | | | 2022 | | | | 2023 | | | [added: | 2024 | | |]

The following table provides information about purchases by the Company during the three months ended December 31, [removed: 2023] [added: 2024] of equity securities registered by the Company under the Exchange Act (in thousands, except per share data):

| Period | | [removed: Total Number of Shares Purchased] [added: Total Number of Shares Purchased] (1) | | | | [removed: Average Price Paid per] [added: Average Price Paid per] Share | | | | Total Number [removed: of Shares Purchased as] [added: of Shares Purchased as] Part of [removed: Publicly Announced Programs] [added: Publicly Announced Programs] | | | | Maximum [removed: Dollar Value] [added: Dollar Value] of [removed: Shares That] [added: Shares That] May Yet [removed: Be Purchased Under the Programs] [added: Be Purchased Under the Programs] (2) | | |

| [removed: October 1, 2023] [added: September 29, 2024] to October [removed: 28, 2023] [added: 26, 2024] | | | — | | | $ | — | | | | — | | | $ | 961,207 | |

| October [removed: 29, 2023] [added: 27, 2024] to November [removed: 25, 2023] [added: 23, 2024] | | | — | | | $ | — | | | | — | | | $ | 961,207 | |

| November [removed: 26, 2023] [added: 24, 2024] to December 31, [removed: 2023] [added: 2024] | | | [removed: 2] [added: —] | | | $ | [removed: 317.00] [added: —] | | | | — | | | $ | 961,207 | |

| Total | | | [removed: 2] [added: —] | | | $ | [removed: 317.00] [added: —] | | | | — | | | $ | 961,207 | |

| (1) | The Company repurchased [removed: approximately] [added: fewer than] one thousand shares of common stock at a cost of less than $1 million related to the vesting of restricted stock during the three months ended December 31, [removed: 2023.] [added: 2024.] |

| (2) | In [removed: 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 [removed: 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 increased the total authorization to $4.8 billion, an increase of $750 million. In December 2023,] [added: 2024,] the Company’s Board of Directors authorized the extension of the [added: existing] share repurchase program through January 21, [removed: 2025.] [added: 2028.] The 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 | | | | 105.89 | | | | 159.47 | | | | 146.62 | | | | 140.91 | | | | 158.78 | |

| NYSE MARKET INDEX | | | 100.00 | | | | 106.99 | | | | 129.11 | | | | 117.04 | | | | 133.16 | | | | 154.19 | |

| SIC CODE INDEX | | | 100.00 | | | | 128.89 | | | | 161.64 | | | | 107.91 | | | | 96.14 | | | | 89.95 | |

| S&P 500 INDEX | | | 100.00 | | | | 118.40 | | | | 152.39 | | | | 124.79 | | | | 157.59 | | | | 197.02 | |

| 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 | |

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: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

We have audited the accompanying consolidated balance sheets of Waters Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in

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 [removed: accordance with generally accepted accounting principles.]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] 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: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

Product sales totaled [removed: $1.9] [added: $1.8] billion for the year ended December 31, [removed: 2023.][added: 2024.]

[removed: As described in Notes 1, 2 and 7 to the consolidated financial statements, on] [added: On] May 16, 2023, the Company completed the [removed: Wyatt] acquisition [added: 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 [removed: billion.]

[removed: Management allocated] [added: The following table presents] the [added: allocation of the] purchase price [added: to the estimated fair values] of the [removed: acquisition to identifiable] assets acquired and liabilities assumed [removed: based] on [removed: their estimated fair values as of] the [removed: acquisition date.][added: closing date of May 16, 2023 (in thousands):]

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

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

[removed: |] Boston, Massachusetts [removed: |]

[removed: |] February [removed: 27, 2024 |][added: 25,]

| | | [added: 2024 | | | |] 2023 | | | | 2022 | | |

| Cash and cash equivalents [added: at beginning of period] | | [removed: $] | 395,076 | | | [removed: $] | 480,529 | | [added: | | 501,234 | |]

| Investments | | | [removed: 898] [added: 934] | | | | [removed: 862] [added: 898] | |

| Accounts receivable, net | | | [removed: 702,168] [added: 733,365] | | | | [removed: 722,892] [added: 702,168] | |

| Inventories | | | [removed: 516,236] [added: 477,261] | | | | [removed: 455,710] [added: 516,236] | |

| Other current assets | | | [removed: 138,489] [added: 133,130] | | | | [removed: 103,910] [added: 138,489] | |

| Total current assets | | | [removed: 1,752,867] [added: 1,669,111] | | | | [removed: 1,763,903] [added: 1,752,867] | |

| Property, plant and equipment, net | | | [removed: 639,073] [added: 651,200] | | | | [removed: 582,217] [added: 639,073] | |

| Intangible assets, net | | | [removed: 629,187] [added: 567,906] | | | | [removed: 227,399] [added: 629,187] | |

| Goodwill | | | [removed: 1,305,446] [added: 1,295,720] | | | | [removed: 430,328] [added: 1,305,446] | |

| Operating lease assets | | | [removed: 84,591] [added: 74,193] | | | | [removed: 86,506] [added: 84,591] | |

| Other assets | | | [removed: 215,690] [added: 295,665] | | | | [removed: 191,100] [added: 215,690] | |

| Total assets | | $ | [removed: 4,626,854] [added: 4,553,795] | | | $ | [removed: 3,281,453] [added: 4,626,854] | |

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

| Accounts payable | | | [removed: 84,705] [added: 99,931] | | | | [removed: 93,302] [added: 84,705] | |

| Accrued employee compensation | | | [removed: 69,391] [added: 93,969] | | | | [removed: 103,300] [added: 69,391] | |

| Deferred revenue and customer advances | | | [removed: 256,675] [added: 250,807] | | | | [removed: 227,908] [added: 256,675] | |

| Current operating lease liabilities | | | [removed: 27,825] [added: 25,537] | | | | [removed: 26,429] [added: 27,825] | |

| Accrued income taxes | | | [removed: 120,257] [added: 158,658] | | | | [removed: 132,545] [added: 120,257] | |

| Accrued warranty | | | [removed: 12,050] [added: 11,602] | | | | [removed: 11,949] [added: 12,050] | |

| Other current liabilities | | | [removed: 168,677] [added: 149,254] | | | | [removed: 140,304] [added: 168,677] | |

| Total current liabilities | | | [removed: 789,580] [added: 789,758] | | | | [removed: 785,737] [added: 789,580] | |

| Long-term debt | | | [removed: 2,305,513] [added: 1,626,488] | | | | [removed: 1,524,878] [added: 2,305,513] | |

| Long-term portion of retirement benefits | | | [removed: 47,559] [added: 44,611] | | | | [removed: 38,203] [added: 47,559] | |

accordance with generally accepted accounting principles.

| | | 2024 | | | | 2023 | | |

| Cash and cash equivalents | | $ | 324,421 | | | $ | 395,076 | |

| Net income | | $ | 637,834 | | | $ | 642,234 | | | $ | 707,755 | |

| Net income | | $ | 637,834 | | | $ | 642,234 | | | $ | 707,755 | |

| Net income | | | — | | | | — | | | | — | | | | 637,834 | | | | — | | | | — | | | | 637,834 | |

| Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | (21,163 | ) | | | (21,163 | ) |

| Stock options exercised | | | 98 | | | | 1 | | | | 21,203 | | | | — | | | | — | | | | — | | | | 21,204 | |

| Balance December 31, 2024 | | | 162,962 | | | $ | 1,630 | | | $ | 2,341,298 | | | $ | 9,788,655 | | | $ | (10,147,793 | ) | | $ | (155,283 | ) | | $ | 1,828,507 | |

billion in cash.

The Company’s financial results for the year ended December 31, 2024 include the financial results of Wyatt for the full year, while the financial results for the year ended December 31, 2023 only include

seven-and-a-half

months of Wyatt’s financial results as the closing of the acquisition occurred during the second quarter of 2023.

The Company is subject to risks common to companies in the analytical instrument industry, including, but not limited to, global economic and financial market conditions, fluctuations in foreign currency exchange rates,

fluctuations in customer demand, development by

its

Food

and Drug Administration and similar foreign regulatory authorities and agencies.

| December 31, 2024 | | $ | 19,335 | | | $ | 3,198 | | | $ | (8,264 | ) | | $ | 14,269 | |

This process involves the Company estimating its

2022, costs incurred

related

to short-term leases were not material.

When available, the Company uses the rate implicit in the lease to discount lease payments to determine the present value of the lease liabilities; however, most of the leases do not provide a readily determinable implicit

environment

Expenditures

charge of $6

investments in equity securities.

the Company received $1 million in proceeds from, and made no investments in, unaffiliated companies.

the Company received $10 million in proceeds from, and made investments of $1 million in, unaffiliated companies.

| Interest rate swap cash flow hedge | | | 503 | | | | — | | | | 503 | | | | — | |

| Total | | $ | 58,252 | | | $ | 30,137 | | | $ | 28,115 | | | $ | — | |

| Interest rate swap cash flow hedge | | | 641 | | | | — | | | | 641 | | | | — | |

| Total | | $ | 902 | | | $ | — | | | $ | 902 | | | $ | — | |

stimate

d to be $1.1

and $1.2 billion at December 31, 2024 and 2023, respectively, using Level 2 inputs.

currency exchange rates.

liquidation of the foreign operation.

| Other assets | | $ | 100,000 | | | $ | 503 | | | $ | — | | | $ | — | |

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.

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

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

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.

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.

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.

| |

| --- |

| | | | | | | | | |

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

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

| Observable unrealized gain on investment | | | — | | | | — | | | | (9,707 | ) |

| Cash and cash equivalents at beginning of period | | | 480,529 | | | | 501,234 | | | | 436,695 | |

| Balance December 31, 2020 | | | 161,666 | | | $ | 1,617 | | | $ | 2,029,465 | | | $ | 7,107,989 | | | $ | (8,788,984 | ) | | $ | (117,943 | ) | | $ | 232,144 | |

| Net income | | | — | | | | — | | | | — | | | | 692,843 | | | | — | | | | — | | | | 692,843 | |

| Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6,078 | | | | 6,078 | |

| Stock options exercised | | | 282 | | | | 3 | | | | 46,062 | | | | — | | | | — | | | | — | | | | 46,065 | |

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.

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

If the AFS debt security’s fair value exceeds the security’s amortized cost the unrealized gain is recognized in accumulated other comprehensive loss in stockholders’ equity (deficit), net of the related tax effects.

If the AFS debt security’s fair value declines below its amortized cost the Company considers all available evidence to evaluate the extent to which the decline is due to credit-related factors or noncredit-related factors.

If the decline is due to noncredit-related factors then no credit loss is recorded and the unrealized loss is recognized in accumulated other comprehensive income in stockholders’ equity, net of the related tax effects.

If the decline is considered to be a credit-related impairment, it is recognized as an allowance on the consolidated balance sheet with a corresponding charge to the statement of operations.

The credit allowance is limited to the difference between the fair value and the amortized cost basis.

No credit-related allowances or impairments have been recognized on the Company’s investments in available-for-sale debt securities.

The Company classifies its investments exclusive of those categorized as cash equivalents.

| December 31, 2021 | | $ | 14,381 | | | $ | 5,380 | | | $ | (6,533 | ) | | $ | 13,228 | |

right-of-use

straight-line basis over the term of the lease.

fifteen

to

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

[removed: *Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures*][added: Procedures]

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

Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2023] [added: 2024] (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.

[removed: *Management’s] [added: Management’s] Annual Report on Internal Control Over Financial [removed: Reporting*][added: Reporting]

See Management’s Report on Internal Control Over Financial Reporting in Item 8 on page [removed: 50] [added: 51] of this Annual Report.

[removed: *Report] [added: Report] of the Independent Registered Public Accounting [removed: Firm*][added: Firm]

See the report of PricewaterhouseCoopers LLP in Item 8 beginning on page [removed: 51] [added: 52] of this Annual Report.

[removed: *Changes] [added: Changes] in Internal Control Over Financial [removed: Reporting*][added: Reporting]

[removed: 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: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Controls and Procedures

Rules 13a-15(e)

and

15d-15(e)

under the Exchange Act) as of the end of the period covered by this annual report on Form

10-K.

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

Rules 13a-15(f)

and

15d-15(f)

[removed: *Insider] [added: Insider] Trading Arrangements and Related [removed: Disclosures*][added: Disclosures]

Other Information

*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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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

| --- | --- |

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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

The following persons serve as executive officers of the Company:

Dr. Udit Batra, 53, was appointed a Director of the Company as well as President and CEO on September 1, 2020.

He most recently served as Chief Executive Officer of the Life Science business of Merck KGaA, Darmstadt, Germany, which operates as MilliporeSigma in the United States and Canada, and as a member of its Executive Board, roles he held from 2014 and 2016, respectively, through July 2020.

Prior to that, Dr. Batra served as President and Chief Executive Officer of Merck KGaA, Darmstadt, Germany’s Consumer Health business.

Dr. Batra oversaw the company’s Bioethics Advisory Panel and had Board responsibility for the global Information Technology function.

Before joining Merck KGaA, Darmstadt, Germany, Dr. Batra held several positions of increasing responsibility at Novartis, including Global Head of Corporate Strategy in Switzerland, Country President for the Pharma Business of Novartis in Australia and New Zealand and the Global Head of Public Health and Market Access in Cambridge, Massachusetts.

Dr. Batra also served at the global consultancy McKinsey & Company across the healthcare, consumer and non-profit sectors.

Dr. Batra started his career at Merck Research Labs in West Point, Pennsylvania as a research engineer.

Jianqing Bennett, 54, was appointed Senior Vice President of TA Instruments Division on May 1, 2021.

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

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

Amol Chaubal, 48, was appointed Chief Financial Officer of Waters Corporation on May 12, 2021.

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

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

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

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

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 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 “2024 Proxy Statement”), under the headings “Election of Directors”, “Directors Meetings and Board Committees”, “Corporate Governance”, “Report of the Audit 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 will be contained in the 2024 Proxy Statement, under the heading “Delinquent Section 16(a) Reports”.

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

Such information is incorporated herein by reference.

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

The Code has been distributed to all employees of the Company.

In addition, the Code is available on the Company’s website, https://www.waters.com, under the caption “Corporate Governance”.

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

The Company shall also provide to any person without charge, upon request, a copy of the Code.

Any such request must be made in writing to the Secretary of the Company, c/o Waters Corporation, 34 Maple Street, Milford, MA 01757.

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

The Company shall provide to any person without charge, upon request, a copy of any of the foregoing materials.

| Item 11: | *Executive Compensation* |

This information will be contained in the 2024 Proxy Statement, under the headings “Compensation of Directors and Executive Officers”, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report”.

Directors, Executive Officers and Corporate Governance

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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

The following persons serve as executive officers of the Company:

Dr. Udit Batra, 54, was appointed a Director of the Company as well as President and CEO on September 1, 2020.

He most recently served as Chief Executive Officer of the Life Science business of Merck KGaA, Darmstadt, Germany, which operates as MilliporeSigma in the United States and Canada, and as a member of its Executive Board, roles he held from 2014 and 2016, respectively, through July 2020.

Prior to that, Dr. Batra served as President and Chief Executive Officer of Merck KGaA, Darmstadt, Germany’s Consumer Health business.

Dr. Batra oversaw the company’s Bioethics Advisory Panel and had Board responsibility for the global Information Technology function.

Before joining Merck KGaA, Darmstadt, Germany, Dr. Batra held several positions of increasing responsibility at Novartis, including Global Head of Corporate Strategy in Switzerland, Country President for the Pharma Business of Novartis in Australia and New Zealand and the Global Head of Public Health and Market Access in Cambridge, Massachusetts.

Dr. Batra also served at the global consultancy McKinsey & Company across the healthcare, consumer and

non-profit

sectors.

Dr. Batra started his career at Merck Research Labs in West Point, Pennsylvania as a research engineer.

Jianqing Bennett, 55, was appointed Senior Vice President of TA Instruments Division on May 1, 2021.

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

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

Amol Chaubal, 49, was appointed Chief Financial Officer of Waters Corporation on May 12, 2021.

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

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

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

Robert Carpio, 42, was appointed Senior Vice President of the Waters Division on June 24, 2024.

Previously, Mr. Carpio served in multiple roles at Madison Industries’ Filtration Group from October 2017 to May 2024, including as Group President of Life Sciences from January 2022 to May 2024 and President of Porex from June 2019 to April 2022.

Prior to Madison, Mr. Carpio held various positions at Precision Castparts Corporation, Alcoa Corporation and McKinsey & Company.

Mr. Carpio began his career in the United States Army, serving both on active duty and as a member of the Massachusetts National Guard.

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 2025 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 “2025 Proxy Statement”), under the headings “Election of Directors”, “Directors Meetings and Board Committees”, “Corporate Governance”, “Report of the Audit 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 will be contained in the 2025 Proxy Statement, under the heading “Delinquent Section 16(a) Reports”.

Information regarding the Company’s Audit and Finance Committee and Audit and Finance Committee Financial Expert will be contained in the 2025 Proxy Statement, under the headings “Report of the Audit and Finance Committee of the Board of Directors” and “Directors Meetings and Board Committees”.

Such information is incorporated herein by reference.

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

S-K.

The Code has been distributed to all employees of the Company.

In addition, the Code is available on the Company’s website, https://www.waters.com, under the caption “Corporate Governance”.

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

The Company shall also provide to any person without charge, upon request, a copy of the Code.

Any such request must be made in writing to the Secretary of the Company, c/o Waters Corporation, 34 Maple Street, Milford, MA 01757.

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

The Company shall provide to any person without charge, upon request, a copy of any of the foregoing materials.

Any such request must be made in writing to the Secretary of the Company, c/o Waters Corporation, 34 Maple Street, Milford, MA 01757.

| Item 11: | Executive Compensation |

| --- | --- |

Except for the Equity Compensation Plan information set forth below, this information will be contained in the [removed: 2024] [added: 2025] Proxy Statement, under the heading “Security Ownership of Certain Beneficial Owners and Management”.

The following table provides information as of December 31, [removed: 2023] [added: 2024] about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under its existing equity compensation plans (in thousands):

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

| Equity compensation plans approved by security holders | | | [removed: 939] [added: 973] | | | $ | [removed: 265.17] [added: 284.74] | | | | [removed: 6,680] [added: 6,392] | |

| (1) | Column (a) includes an aggregate of [removed: 352] [added: 380] shares of common stock to be issued upon settlement of restricted stock, restricted stock units and performance stock units. The weighted-average share price in column (b) does not take into account restricted stock, restricted stock units or performance stock units, which do not have an exercise price. |

See Note [removed: 14,] [added: 13,] Stock-Based Compensation, in the Notes to Consolidated Financial Statements for a description of the material features of the Company’s equity compensation plans.

This information is contained in the [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement, under the headings “Ratification of Selection of Independent Registered Public Accounting Firm” and “Report of the Audit and Finance Committee of the Board of Directors”.

| Total | | | 973 | | | $ | 284.74 | | | | 6,392 | |

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

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

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 [removed: 100.][added: 99.]

The report of PricewaterhouseCoopers LLP (PCAOB ID: 238), an independent registered public [added: accounting firm, dated February 25, 2025, is set forth beginning on page 52 of this Annual Report.]

| [removed: 3.5] [added: 3.6] | | [Amended and Restated Bylaws of Waters Corporation, dated as of February 23, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/1000697/000119312524047491/d691142dex35.htm)] [added: 2024 (Incorporated by reference to Exhibit 3.5 to the Registrant’s Report on Form 10-K dated February 27, 2024 (File No. 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312524047491/d691142dex35.htm)] |

| 10.1 | | [removed: Waters] [added: [Waters] Corporation Retirement [removed: Plan.] [added: Plan] (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 dated October 24, 1996 (File No. [removed: 333-96934)).*+] [added: 333-96934)).*+](http://www.sec.gov/Archives/edgar/data/1000697/0000940180-96-000515.txt)] |

| 10.3 | | [Amended and Restated Waters Retirement Restoration Plan, effective January 1, 2008 (Incorporated by reference to the Registrant’s Report on Form [removed: 10-Q] [added: 10-K] 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 [removed: 10-Q] [added: 10-K] 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 [removed: 10-Q] [added: 10-K] dated February 27, 2015 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312515067900/d849246dex1017.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. [removed: 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312512498191/d453660dex103.htm)] [added: 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312512498191/d453660dex102.htm)] |

| 10.24 | | [Form of Performance Stock Unit Award Agreement under the Waters Corporation 2012 Equity Incentive [removed: Plan.] [added: Plan] (Incorporated by reference to the Registrant’s Report on Form 10-K dated February 25, 2020 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312520048303/d862312dex1043.htm) |

| 10.29 | | [Director Form of Stock Option Award Agreement under the Waters Corporation 2020 Equity Incentive [removed: Plan.] [added: Plan] (Incorporated by reference to the Registrant’s Report on Form 10-Q dated July 29, 2020 (File No. 001-14010)).*](http://www.sec.gov/Archives/edgar/data/1000697/000119312520202145/d944177dex105.htm) |

| 10.34 | | [Note Purchase Agreement, dated as of March 2, 2021, by and among the Company and the purchasers signatory thereto, including the forms of notes (Incorporated by reference to the Registrant’s Report on Form 8-K dated March 4, 2021 (File No. [removed: 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312520202145/d944177dex109.htm)] [added: 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312521068477/d139347dex101.htm)] |

| 21.1 | | [Subsidiaries of Waters [removed: Corporation.](https://www.sec.gov/Archives/edgar/data/1000697/000119312524047491/d691142dex211.htm)] [added: Corporation.](https://www.sec.gov/Archives/edgar/data/1000697/000119312525034579/d791800dex211.htm)] |

| 23.1 | | [Consent of PricewaterhouseCoopers LLP, an independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/1000697/000119312524047491/d691142dex231.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/1000697/000119312525034579/d791800dex231.htm)] |

| 31.1 | | [Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1000697/000119312524047491/d691142dex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1000697/000119312525034579/d791800dex311.htm)] |

| 31.2 | | [Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1000697/000119312524047491/d691142dex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1000697/000119312525034579/d791800dex312.htm)] |

| 32.1 | | [Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1000697/000119312524047491/d691142dex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1000697/000119312525034579/d791800dex321.htm)] |

| 32.2 | | [Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1000697/000119312524047491/d691142dex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1000697/000119312525034579/d791800dex322.htm)] |

| 101 | | The following materials from Waters Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity (Deficit) and (vi) Notes to Consolidated Financial Statements. |

| [removed: Item 16:] [added: Item 16:] | [removed: Form] [added: *Form] 10-K [removed: Summary] [added: Summary*] |

Date: February [removed: 27, 2024][added: 25, 2025]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 27, 2024.][added: 25, 2025.]

| 3.5 | | [Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of June 24, 2004 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 10-Q dated July 31, 2024 (File No. 001-14010)).](http://www.sec.gov/Archives/edgar/data/1000697/000119312524189466/d826830dex31.htm) |

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

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