Waters 10-Q 2025-03-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF 1934

For the quarterly period ended March 29, 2025

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

.

Commission File Number:

001-14010

Waters Corporation

(Exact name of registrant as specified in its charter)

Delaware		13-3668640
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

34 Maple Street

Milford, Massachusetts 01757

(Address, including zip code, of principal executive offices)

(

478-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		WAT		New York Stock Exchange, Inc.

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

Yes

 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

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

 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in

Rule 12b-2

of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in

Rule 12b-2

of the Act). Yes ☐  No 

☒

Indicate the number of shares outstanding of the registrant’s common stock as of May 2, 2025: 59,509,089

WATERS CORPORATION AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

INDEX

						Page
PART I				FINANCIAL INFORMATION
		Item 1.		Financial Statements			3
				Consolidated Balance Sheets (unaudited) as of March 29, 2025 and December 31, 2024			3
				Consolidated Statements of Operations (unaudited) for the three months ended March 29, 2025 and March 30, 2024			4
				Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 29, 2025 and March 30, 2024			5
				Consolidated Statements of Cash Flows (unaudited) for the three months ended March 29, 2025 and March 30, 2024			6
				Consolidated Statements of Stockholders’ Equity (unaudited) for the three months ended March 29, 2025 and March 30, 2024			7
				Condensed Notes to Consolidated Financial Statements (unaudited)			8
		Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
		Item 3.		Quantitative and Qualitative Disclosures About Market Risk			30
		Item 4.		Controls and Procedures			31
PART II				OTHER INFORMATION
		Item 1.		Legal Proceedings			31
		Item 1A.		Risk Factors			31
		Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			31
		Item 5.		Other Information			32
		Item 6.		Exhibits			33
				Signature			34

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

		March 29, 2025				December 31, 2024
		(In thousands, except per share data)
ASSETS
Current assets:
Cash and cash equivalents		$	382,872			$	325,355
Accounts receivable, net			713,278				733,365
Inventories			511,499				477,261
Other current assets			132,234				133,130
Total current assets			1,739,883				1,669,111
Property, plant and equipment, net			643,260				651,200
Intangible assets, net			560,754				567,906
Goodwill			1,300,020				1,295,720
Operating lease assets			77,783				74,193
Other assets			269,876				295,665
Total assets		$	4,591,576			$	4,553,795
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable		$	100,000			$	—
Accounts payable			102,055				99,931
Accrued employee compensation			60,875				93,969
Deferred revenue and customer advances			340,086				250,807
Current operating lease liabilities			27,304				25,537
Accrued income taxes			172,868				158,658
Accrued warranty			11,983				11,602
Other current liabilities			145,798				149,254
Total current liabilities			960,969				789,758
Long-term liabilities:
Long-term debt			1,356,727				1,626,488
Long-term portion of retirement benefits			44,380				44,611
Long-term income tax liabilities			32,729				30,318
Long-term operating lease liabilities			52,248				50,317
Other long-term liabilities			182,126				183,796
Total long-term liabilities			1,668,210				1,935,530
Total liabilities			2,629,179				2,725,288
Commitments and contingencies (Notes 5 , 6 and 8 )
Stockholders’ equity:
Preferred stock, par value $0.01 per share, 5,000 shares authorized, none issued at March 29, 2025 and December 31, 2024			—				—
Common stock, par value $0.01 per share, 400,000 shares authorized, 163,109 and 162,962 shares issued, 59,498 and 59,388 shares outstanding at March 29, 2025 and December 31, 2024, respectively			1,631				1,630
Additional paid-in capital			2,362,309				2,341,298
Retained earnings			9,910,036				9,788,655
Treasury stock, at cost, 103,611 and 103,574 shares at March 29, 2025 and December 31, 2024, respectively			(10,161,727	)			(10,147,793	)
Accumulated other comprehensive loss			(149,852	)			(155,283	)
Total stockholders’ equity			1,962,397				1,828,507
Total liabilities and stockholders’ equity		$	4,591,576			$	4,553,795

The accompanying notes are an integral part of the interim consolidated financial statements.

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

		Three Months Ended
		March 29, 2025				March 30, 2024
		(In thousands, except per share data)
Revenues:
Product sales		$	400,530			$	376,151
Service sales			261,175				260,688
Total net sales			661,705				636,839
Costs and operating expenses:
Cost of product sales			168,559				153,182
Cost of service sales			108,186				108,604
Selling and administrative expenses			174,881				174,536
Research and development expenses			46,622				44,595
Purchased intangibles amortization			11,712				11,834
Litigation provision			—				10,242
Total costs and operating expenses			509,960				502,993
Operating income			151,745				133,846
Other income, net			1,524				2,259
Interest expense			(14,270	)			(25,520	)
Interest income			3,889				4,271
Income before income taxes			142,888				114,856
Provision for income taxes			21,507				12,660
Net income		$	121,381			$	102,196
Net income per basic common share		$	2.04			$	1.73
Weighted-average number of basic common shares			59,439				59,232
Net income per diluted common share		$	2.03			$	1.72
Weighted-average number of diluted common shares and equivalents			59,711				59,431

The accompanying notes are an integral part of the interim consolidated financial statements.

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

		Three Months Ended
		March 29, 2025				March 30, 2024
		(In thousands)
Net income		$	121,381			$	102,196
Other comprehensive income (loss):
Foreign currency translation			6,552				(9,540	)
Unrealized (losses) gains on derivative instruments before reclassifications			(1,324	)			2,405
Amounts reclassified to interest income			(175	)			(297	)
Unrealized (losses) gains on derivative instruments before income taxes			(1,499	)			2,108
Income tax benefit (expense)			360				(506	)
Unrealized (losses) gains on derivative instruments, net of tax			(1,139	)			1,602
Retirement liability adjustment before reclassifications			29				332
Amounts reclassified to other income, net			—				(117	)
Retirement liability adjustment before income taxes			29				215
Income tax expense			(11	)			(40	)
Retirement liability adjustment, net of tax			18				175
Other comprehensive income (loss)			5,431				(7,763	)
Comprehensive income		$	126,812			$	94,433

The accompanying notes are an integral part of the interim consolidated financial statements.

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

		Three Months Ended
		March 29, 2025				March 30, 2024
		(In thousands)
Cash flows from operating a

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Business Overview

The Company has two operating segments: WatersTM and TATM. Waters products and services primarily consist of high-performance liquid chromatography (“HPLC”), ultra-performance liquid chromatography (“UPLCTM” and, together with HPLC, referred to as “LC”), mass spectrometry (“MS”), light scattering and field-flow fractionation instruments (Wyatt), and precision chemistry consumable products and related services. TA products and services primarily consist of thermal analysis, rheometry and calorimetry instrument systems and service sales. The Company’s products are used by pharmaceutical, biochemical, industrial, nutritional safety, environmental, academic and government customers. These customers use the Company’s products to detect, identify, monitor and measure the chemical, physical and biological composition of materials and to predict the suitability and stability of fine chemicals, pharmaceuticals, water, polymers, metals and viscous liquids in various industrial, consumer goods and healthcare products.

Tariffs

The Company sells and services its customers in over 35 countries outside of the U.S. and we have manufacturing operations in the U.S., Ireland, U.K. and in Singapore where we utilize subcontractors with worldwide capabilities.

In 2025, the U.S. government issued varying levels of tariffs on all imported goods into the U.S. The effective date of these tariffs has been delayed until July 2025 for all countries except China, as the U.S. seeks to negotiate these tariffs with each of the respective countries. These tariffs, any resulting retaliatory tariffs and any related supply-chain disruptions could have a significant impact on the Company’s consolidated statement of operations and statement of cash flows. In response to the proposed tariffs (or, in the case of China, the tariffs as currently in effect), the Company is continuing to evaluate and implement a series of actions and policies that are intended to offset a portion of the impact of the tariffs on the Company’s financial position and results of operations. While the Company believes that these actions and policies will mitigate a substantial portion of the impact of the tariffs, the Company cannot provide any assurances that the tariffs or any resulting impediments to trade will not have a material effect on the Company’s consolidated statement of operations and statement of cash flows.

Financial Overview

The Company’s operating results are as follows for the three months ended March 29, 2025 and March 30, 2024 (dollars in thousands, except per share data):

		Three Months Ended
		March 29, 2025				March 30, 2024				% change
Revenues:
Product sales		$	400,530			$	376,151				6	%
Service sales			261,175				260,688				—
Total net sales			661,705				636,839				4	%
Costs and operating expenses:
Cost of sales			276,745				261,786				6	%
Selling and administrative expenses			174,881				174,536				—
Research and development expenses			46,622				44,595				5	%
Purchased intangibles amortization			11,712				11,834				(1	%)
Litigation provision			—				10,242				*	*
Operating income			151,745				133,846				13	%
Operating income as a % of sales			22.9	%			21.0	%
Other income, net			1,524				2,259				(33	%)
Interest expense, net			(10,381	)			(21,249	)			(51	%)
Income before income taxes			142,888				114,856				24	%
Provision for income taxes			21,507				12,660				70	%
Net income		$	121,381			$	102,196				19	%
Net income per diluted common share		$	2.03			$	1.72				18	%

**	Percentage not meaningful

The Company’s net sales increased 4% in the first quarter of 2025, as compared to the first quarter of 2024, with foreign currency translation decreasing total sales growth by 3%. The first quarter sales growth was broad-based across most major regions, primarily driven by the increase in customer demand for our LC, MS and LC & MS instrument systems.

Instrument system sales increased 9% in the first quarter of 2025 primarily driven by broad-based higher customer demand in all regions of the world, except for Europe, where instrument sales declined 3%. Foreign currency translation decreased instrument system sales growth by 3% in the first quarter of 2025.

Recurring revenues (combined sales of precision chemistry consumables and services) increased 1% in the first quarter of 2025, with foreign currency translation decreasing sales growth by 3%. In addition to this negative effect of foreign currency translation, recurring revenues were also negatively impacted by two fewer days in the first quarter of 2025 as compared to the first quarter of 2024, resulting in service revenue growth being flat and chemistry sales increasing 3% in the first quarter of 2025.

Operating income was $152 million in the first quarter of 2025, an increase of 13% as compared to $134 million in the first quarter of 2024. The increase in operating income was primarily attributed to the higher sales volume in the first quarter of 2025 and the absence of $8 million of restructuring expense and $10 million of patent litigation expense incurred in the first quarter of 2024.

The Company generated $260 million and $263 million of net cash from operating activities in the first three months of 2025 and 2024, respectively, with the slight decrease being attributable to the changes in the working capital balances. Net cash used in investing activities included capital expenditures related to property, plant, equipment and software capitalization of $26 million and $29 million in the first quarter of 2025 and 2024, respectively.

Results of Operations

Sales by Geography

Geographic sales information is presented below for the three months ended March 29, 2025 and March 30, 2024 (dollars in thousands):

		Three Months Ended
		March 29, 2025				March 30, 2024				% change
Net Sales:
Asia:
China		$	90,873			$	85,745				6	%
Asia Other			129,903				121,814				7	%
Total Asia			220,776				207,559				6	%
Americas:
United States			215,259				202,839				6	%
Americas Other			40,278				38,332				5	%
Total Americas			255,537				241,171				6	%
Europe			185,392				188,109				(1	%)
Total net sales		$	661,705			$	636,839				4	%

Geographically, the Company’s sales increase in the first quarter of 2025 was broad-based across most major regions except for Europe, which decreased 1%. Foreign currency translation decreased Europe’s sales by 2%. Asia’s sales increased 6% in the quarter, led by India where sales grew 9%. Foreign currency translation decreased Asia’s sales growth by 6%, primarily driven by the Japanese yen.

Sales by Trade Class

Net sales by customer class are presented below for the three months ended March 29, 2025 and March 30, 2024 (dollars in thousands):

		Three Months Ended
		March 29, 2025				March 30, 2024				% change
Pharmaceutical		$	391,051			$	374,207				5	%
Industrial			203,365				195,334				4	%
Academic and government			67,289				67,298				—
Total net sales		$	661,705			$	636,839				4	%

During the first quarter of 2025, sales to pharmaceutical customers increased 5%, with all regions growing except for China, where sales to pharmaceutical customers declined 9%. Foreign currency translation decreased pharmaceutical sales growth by 3%. Combined sales to industrial customers, which include material characterization, food, environmental and fine chemical markets, increased 4% in the first quarter of 2025, with foreign currency translation decreasing sales growth by 2%.

Our combined sales to academic and government customers were flat in the first quarter of 2025, with foreign currency translation decreasing sales growth by 3%. Sales to our academic and government customers are highly dependent on when institutions receive funding to purchase our instrument systems and, as such, sales can vary significantly from period to period.

Waters Products and Services Net Sales

Net sales for Waters products and services were as follows for the three months ended March 29, 2025 and March 30, 2024 (dollars in thousands):

		Three Months Ended
		March 29, 2025				% of Total				March 30, 2024				% of Total				% change
Waters instrument systems		$	212,395				36	%		$	191,259				34	%			11	%
Chemistry consumables			137,637				24	%			134,207				24	%			3	%
Total Waters product sales			350,032				60	%			325,466				58	%			8	%
Waters service			237,265				40	%			236,433				42	%			—
Total Waters net sales		$	587,297				100	%		$	561,899				100	%			5	%

Waters products and service sales increased 5% in the first quarter of 2025, with the effect of foreign currency translation decreasing sales growth by 3%. Waters instrument system sales increased 11% in the first quarter of 2025 due to stronger customer demand for our Acquity and Xevo TQ-S instrument systems. Waters service sales growth was flat in the first quarter of 2025 due to the negative impact from foreign currency translation which decreased service sales growth by 3% and the two fewer days in the first quarter of 2025 as compared to the first quarter of 2024.

TA Product and Services Net Sales

Net sales for TA products and services were as follows for the three months ended March 29, 2025 and March 30, 2024 (dollars in thousands):

		Three Months Ended
		March 29, 2025				% of Total				March 30, 2024				% of Total				% change
TA instrument systems		$	50,498				68	%		$	50,685				68	%			—
TA service			23,910				32	%			24,255				32	%			(1	%)
Total TA net sales		$	74,408				100	%		$	74,940				100	%			(1	%)

TA sales declined 1% in the first quarter of 2025 due to lower customer demand for TA products in most major regions except for Asia, where sales increased 15%. Foreign currency translation decreased TA sales growth by 1% in the quarter.

Cost of Sales

Cost of sales increased by 6% in the first quarter 2025, primarily due to higher sales volume and changes in the sales mix. Cost of sales is affected by many factors, including, but not limited to, foreign currency translation, product mix, product costs of instrument systems and amortization of software platforms.

Selling and Administrative Expenses

Selling and administrative expenses were flat in the first quarter of 2025 compared to the first quarter of 2024. The effect of foreign currency translation decreased selling and administrative expenses by 2% in the first quarter of 2025.

As a percentage of net sales, selling and administrative expenses were 26.4% and 27.4% for the first quarter of 2025 and 2024, respectively.

Research and Development Expenses

Research and development expenses increased 5% in the first quarter of 2025, primarily driven by merit compensation and costs associated with the development of new product and technology initiatives. The impact of foreign currency exchange did not have a significant impact in the first quarter of 2025.

Litigation Provisions

The Company recorded $10 million of patent litigation settlement provisions and related costs in the first quarter of 2024. No litigation provisions were recorded by the Company in the first quarter of 2025.

Interest Expense, net

Interest expense, net, decreased $11 million in the first quarter of 2025, which can be primarily attributed to the repayment of outstanding debt.

Provision for Income Taxes

The four principal jurisdictions in which the Company manufactures are the U.S., Ireland, the U.K. and Singapore, where the statutory tax rates were 21%, 12.5%, 25% and 17%, respectively, as of March 29, 2025. The Company has a Development and Expansion Incentive in Singapore that provides a concessionary income tax rate of 5% on certain types of income for the period April 1, 2021 through March 31, 2026. The effect of applying the concessionary income tax rate rather than the statutory tax rate to income from qualifying activities in Singapore increased the Company’s net income by $0.5 million and $2 million and increased the Company’s net income per diluted share by $0.01 and $0.03 for the first quarter of 2025 and 2024, respectively.

The Company’s effective tax rate for the first quarter of 2025 and 2024 was 15.1% and 11.0%, respectively. The income tax provision includes a $2 million and a $1 million income tax benefit related to stock-based compensation for the first quarter of 2025 and 2024, respectively. The remaining differences between the effective tax rates can primarily be attributed the impact of discrete tax benefits in the prior year and to differences in the proportionate amounts of pre-tax income recognized in jurisdictions with different effective tax rates.

Effective in 2024, various foreign jurisdictions began implementing 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. These changes in tax law did not have a material impact on the Company’s financial position, results of operations and cash flows for the first quarter of 2025. The Company continues to monitor the adoption of the Pillar Two rules in additional jurisdictions.

Liquidity and Capital Resources

Condensed Consolidated Statements of Cash Flows (in thousands):

		Three Months Ended
		March 29, 2025				March 30, 2024
Net income		$	121,381			$	102,196
Depreciation and amortization			49,369				48,514
Stock-based compensation			12,878				10,913
Deferred income taxes			2,305				4,453
Change in accounts receivable			33,058				62,592
Change in inventories			(25,984	)			(28,309	)
Change in accounts payable and other current liabilities			(30,004	)			(18,418	)
Change in deferred revenue and customer advances			83,015				85,901
Other changes			13,535				(4,972	)
Net cash provided by operating activities			259,553				262,870
Net cash used in investing activities			(26,248	)			(29,744	)
Net cash used in financing activities			(173,247	)			(292,176	)
Effect of exchange rate changes on cash and cash equivalents			(2,541	)			1,264
Increase (decrease) in cash and cash equivalents		$	57,517			$	(57,786	)

Cash Flow from Operating Activities

Net cash provided by operating activities was $260 million and $263 million during the first quarter of 2025 and 2024, respectively. The decrease in 2025 operating cash flow was primarily the result of higher net income being offset by higher accounts receivable due to an increase in sales volume and the higher annual incentive bonus payments in 2025 compared to 2024. The changes within net cash provided by operating activities include the following significant changes in the sources and uses of net cash provided by operating activities, aside from the changes in net income:

	•		The changes in accounts receivable were primarily attributable to the timing of payments made by customers and the timing of sales. Days sales outstanding was 95 days at March 29, 2025 and 89 days at March 30, 2024.

	•		The decrease in inventory can be primarily attributed to higher sales volumes in the first quarter of 2025 as compared to the first quarter of 2024.

	•		Net cash provided from deferred revenue and customer advances results from annual increases in new service contracts as a higher installed base of customers renew annual service contracts.

	•		Other changes were attributable to variation in the timing of various provisions, expenditures, prepaid income taxes and accruals in other current assets, other assets and other liabilities.

Cash Flow from Investing Activities

Net cash used in investing activities totaled $26 million and $30 million in the first quarter of 2025 and 2024, respectively. Additions to fixed assets and capitalized software were $26 million and $29 million in the first three months of 2025 and 2024, respectively.

Cash Flow from Financing Activities

The Company has a credit agreement with an aggregate borrowing capacity of $2.0 billion. As of March 29, 2025, the Company had a total of $1.5 billion in outstanding debt, which consisted of $1.3 billion in outstanding senior unsecured notes and $200 million borrowed under its credit agreement. The Company’s net debt borrowings decreased by $170 million and $300 million during the three months ended March 29, 2025 and March 30, 2024, respectively.

As of March 29, 2025, the Company has entered into interest rate cross-currency swap derivative agreements with durations up to three years with a notional value of $705 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. As a result of entering into these agreements, the Company lowered net interest expense by approximately $2 million and $3 million in the first quarter of 2025 and 2024, respectively. The Company anticipates that these swap agreements will lower net interest expense by approximately $10 million in 2025.

In December 2024, the Company’s Board of Directors authorized the extension of its existing share repurchase program through January 21, 2028. The Company’s remaining authorization is $1.0 billion. The Company did not make any open market share repurchases in 2025 or 2024. The Company repurchased $14 million and $13 million of common stock related to the vesting of restricted stock units during the three months ended March 29, 2025 and March 30, 2024, respectively.

The Company received $8 million and $14 million of proceeds from the exercise of stock options and the purchase of shares pursuant to the Company’s employee stock purchase plan during the first three months of 2025 and 2024, respectively.

The Company had cash and cash equivalents $383 million as of March 29, 2025. The majority of the Company’s cash and cash equivalents are generated from foreign operations, with $287 million held by foreign subsidiaries at March 29, 2025, of which $226 million was held in currencies other than U.S. dollars.

Contractual Obligations, Commercial Commitments, Contingent Liabilities and Dividends

A summary of the Company’s contractual obligations and commercial commitments is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 25, 2025. The Company reviewed its contractual obligations and commercial commitments as of March 29, 2025 and determined that there were no material changes outside the ordinary course of business from the information set forth in the Annual Report on Form 10-K.

From time to time, the Company and its subsidiaries are involved in various litigation matters arising in the ordinary course of business. The Company believes that it has meritorious arguments in its current litigation matters and that any outcome, either individually or in the aggregate, will not be material to the Company’s financial position or results of operations.

During fiscal year 2025, the Company expects to contribute a total of approximately $3 million to $6 million to its defined benefit plans.

The Company has not paid any dividends and has no plans, at this time, to pay any dividends in the future.

Critical Accounting Policies and Estimates

In the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 25, 2025, the Company’s most critical accounting policies and estimates upon which its financial status depends were identified as those relating to revenue recognition, valuation of long-lived assets, intangible assets and goodwill, income taxes, uncertain tax positions and business combinations and asset acquisitions. The Company reviewed its policies and determined that those policies remain the Company’s most critical accounting policies for the three months ended March 29, 2025. The Company did not make any changes in those policies during the three months ended March 29, 2025.

New Accounting Pronouncements

Please refer to Note 12, Recent Accounting Standard Changes and Developments, in the Condensed Notes to Consolidated Financial Statements.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including the information incorporated by reference herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are not statements of historical fact may be deemed forward-looking statements. You can identify these forward-looking statements by the use of the words “feels”, “believes”, “anticipates”, “plans”, “expects”, “may”, “will”, “would”, “intends”, “suggests”, “appears”, “estimates”, “projects”, “should” and similar expressions, whether in the negative or affirmative. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the control of the Company, including, and without limitation:

	•		foreign currency exchange rate fluctuations potentially affecting translation of the Company’s future non-U.S. operating results, particularly when a foreign currency weakens against the U.S. dollar;

	•		current global economic, sovereign and political conditions and uncertainties, including the effect of new or proposed tariff or trade regulations, 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 instability;

	•		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 Company’s ability to access capital, maintain liquidity and service the Company’s debt in volatile market conditions;

	•		changes in timing and demand for the Company’s products among the Company’s customers and various market sectors, particularly as a result of fluctuations in their expenditures or ability to obtain funding;

	•		the ability to realize the expected benefits related to the Company’s various cost-saving initiatives, including workforce reductions and organizational restructurings;

	•		the introduction of competing products by other companies and loss of market share, as well as pressures on prices from competitors and/or customers;

	•		changes in the competitive landscape as a result of changes in ownership, mergers and continued consolidation among the Company’s competitors;

	•		regulatory, economic and competitive obstacles to new product introductions, lack of acceptance of new products and inability to grow organically through innovation;

	•		rapidly changing technology and product obsolescence;

	•		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 associated with previous or future acquisitions, strategic investments, joint ventures and divestitures, including risks associated with achieving the anticipated financial results and operational synergies, contingent purchase price payments and expansion of our business into new or developing markets;

	•		risks associated with unexpected disruptions in operations, including risks associated with our transition to a new ERP system;

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

	•		failure to adequately protect the Company’s intellectual property, infringement of intellectual property rights of third parties and inability to obtain licenses on commercially reasonable terms;

	•		the Company’s ability to acquire adequate sources of supply and its reliance on outside contractors for certain components and modules, as well as disruptions to its supply chain;

	•		risks associated with third-party sales intermediaries and resellers;

	•		the impact and costs of changes in statutory or contractual tax rates in jurisdictions in which the Company operates as well as shifts in taxable income among jurisdictions with different effective tax rates, the outcome of ongoing and future tax examinations and changes in legislation affecting the Company’s effective tax rate;

	•		the Company’s ability to attract and retain qualified employees and management personnel;

	•		risks associated with cybersecurity and our information technology infrastructure, including attempts by third parties, both private and state-sponsored, to defeat the information security measures of the Company or its third-party partners and gain unauthorized access to sensitive and proprietary Company products, services, systems, or data;

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

	•		increased regulatory burdens as the Company’s business evolves, especially with respect to the U.S. Food and Drug Administration and U.S. Environmental Protection Agency, among others, and in connection with government contracts;

	•		regulatory, environmental and logistical obstacles affecting the distribution of the Company’s products, completion of purchase order documentation and the ability of customers to obtain letters of credit or other financing alternatives;

	•		risks associated with litigation and other legal and regulatory proceedings; and

	•		the impact and costs incurred from changes in accounting principles and practices.

Certain of these and other factors are discussed under the heading “Risk Factors” under Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 25, 2025. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements, whether because of these factors or for other reasons. All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included in this report. Except as required by law, the Company does not assume any obligation to update any forward-looking statements.

The Company is also exposed to the risk of exchange rate fluctuations. The Company maintains cash balances in various operating accounts in excess of federally insured limits, and in foreign subsidiary accounts in currencies other than the U.S. dollar. As of March 29, 2025 and December 31, 2024, $287 million out of $383 million and $275 million out of $325 million, respectively, of the Company’s total cash and cash equivalents were held by foreign subsidiaries. In addition, $226 million out of $383 million and $226 million out of $325 million of cash and cash equivalents were held in currencies other than the U.S. dollar at March 29, 2025 and December 31, 2024, respectively. As of March 29, 2025, 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 and cash equivalents held in currencies other than the U.S. dollar as of March 29, 2025 would decrease by approximately $23 million, of which the majority would be recorded to foreign currency translation in other comprehensive income within stockholders’ equity.

There have been no other material changes in the Company’s market risk during the three months ended March 29, 2025. For information regarding the Company’s market risk, refer to Item 7A of Part II of the Company’s Annual Report on Form

10-K

for the year ended December 31, 2024, as filed with the SEC on February 25, 2025.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s chief executive officer and chief financial officer (principal executive officer and principal financial officer), with the participation of management, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in

Rules 13a-15(e)

and

15d-15(e)

under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form

10-Q.

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 March 29, 2025 (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.

Changes in Internal Control Over Financial Reporting

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

Rules 13a-15(f)

and

15d-15(f)

under the Exchange Act) during the quarter ended March 29, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II:

Other Information

Item 1: Legal Proceedings

There have been no material changes in the Company’s legal proceedings during the three months ended March 29, 2025 as described in Item 3 of Part I of the Company’s Annual Report on Form

10-K

for the year ended December 31, 2024, as filed with the SEC on February 25, 2025.

Risk Factors

Information regarding risk factors of the Company is set forth under the heading “Risk Factors” under Part I, Item 1A in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2024, as filed with the SEC on February 25, 2025. The Company reviewed its risk factors as of March 29, 2025 and determined that there were no material changes from the ones set forth in the Form

10-K.

Note, however, the discussion of certain factors under the subheading “Special Note Regarding Forward-Looking Statements” in Part I, Item 2 of this Quarterly Report on Form

10-Q.

These risks are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial may have a material adverse effect on the Company’s business, financial condition and operating results.

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer

In January 2019, the Company’s Board of Directors authorized the Company to repurchase up to $4 billion of its outstanding common stock in open market or private transactions over a

two-year

period. This program replaced the remaining amounts available under the

pre-existing

authorization. In December 2020, the Company’s Board of Directors authorized the extension of the share repurchase program through January 21, 2023. In December 2022, the Company’s Board of Directors amended and extended this repurchase program’s term by one year such that it expired

on January 21, 2024 and increased the total authorization level to $4.8 billion, an increase of $750 million. In December 2023, the Company’s Board of Directors authorized the extension of the share repurchase program through January 21, 2025. In December 2024, the Company’s Board of Directors authorized the extension of the existing share repurchase program through January 21, 2028. As of March 29, 2025, the Company had repurchased an aggregate of 15.2 million shares at a cost of $3.8 billion under the January 2019 repurchase program and had a total of $1.0 billion authorized for future repurchases. 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.

Period		Total Number of Shares Purchased (1)				Average Price Paid per Share				Total Number of Shares Purchased as Part of Publicly Announced Programs				Maximum Dollar Value of Shares That May Yet Be Purchased Under the Programs
January 1, 2025 to January 25, 2025			—			$	—				—			$	961,207
January 26, 2025 to February 22, 2025			16			$	377.77				—			$	961,207
February 23, 2025 to March 29, 2025			21			$	374.33				—			$	961,207
Total			37			$	375.82				—			$	961,207

(1)	The Company repurchased approximately 37,000 shares of common stock at a cost of $14 million related to the vesting of restricted stock during the three months ended March 29, 2025.

Other Information

Insider Trading Arrangements and Related Disclosures

During the three months ended March 29, 2025, none of our directors or officers (as defined in Rule

16a-1(f)

under the Exchange Act) adopted, modified or terminated a “Rule

10b5-1

trading arrangement” or

“non-Rule

10b5-1

trading arrangement” (as each term is defined in Item 408 of Regulation

S-K).

Exhibit Number		Description of Document
10.1		Employee (Non-CEO) Form of Performance Stock Unit Award Agreement under the Waters Corporation 2020 Equity Incentive Plan. +
10.2		CEO Form of Performance Stock Unit Award Agreement under the Waters Corporation 2020 Equity Incentive Plan. +
10.3		Employee Form of Restricted Stock Unit Award Agreement under the Waters Corporation 2020 Equity Incentive Plan. +
10.4		Employee Form of Stock Option Award Agreement under the Waters Corporation 2020 Equity Incentive Plan. +
10.5		Employment Offer Letter, dated May 28, 2024, between Waters Corporation and Robert Carpio. +
31.1		Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101		The following materials from Waters Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets (unaudited), (ii) the Consolidated Statements of Operations (unaudited), (iii) the Consolidated Statements of Comprehensive Income (unaudited), (iv) the Consolidated Statements of Cash Flows (unaudited) and (vi) Condensed Notes to Consolidated Financial Statements (unaudited).
104		Cover Page Interactive Date File (formatted in iXBRL and contained in Exhibit 101).

+	Indicates a management contract or compensatory plan.

*

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filing, except to the extent the Company specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WATERS CORPORATION
/s/ Amol Chaubal
Amol Chaubal
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)

Date: May 6, 2025