Retirement Plans

12 Months Ended

Dec. 31, 2017

15 Retirement Plans

U.S. employees are eligible to participate in the Waters Employee Investment Plan, a 401(k) defined contribution plan, immediately upon hire. Employees may contribute up to 60% of eligible pay on a pre-tax or post-tax basis and the Company makes matching contributions of 100% for contributions up to 6% of eligible pay. The Company also sponsors a 401(k) Restoration Plan, which is a nonqualified defined contribution plan. Employees are 100% vested in employee and Company matching contributions for both plans. For the years ended December 31, 2017, 2016 and 2015, the Company’s matching contributions amounted to $16 million, $15 million and $14 million, respectively.

The Company maintains two defined benefit plans in the U.S. for which the pay credit accruals have been frozen, the Waters Retirement Plan and the Waters Retirement Restoration Plan (collectively, the “U.S. Pension Plans”). The Company also sponsors other employee benefit plans in the U.S., including a retiree healthcare plan, which provides reimbursement for medical expenses and is contributory. There are various employee benefit plans outside the United States (both defined benefit and defined contribution plans). Certain non-U.S. defined benefit plans (“Non-U.S. Pension Plans”) are included in the disclosures below, which are required under the accounting standards for retirement benefits.

The Company contributed $12 million, $12 million and $11 million in the years ended December 31, 2017, 2016 and 2015, respectively, to the non-U.S. plans (primarily defined contribution plans) which are currently outside of the scope of the required disclosures. The eligibility and vesting of non-U.S. plans are consistent with local laws and regulations.

The net periodic pension cost is made up of several components that reflect different aspects of the Company’s financial arrangements as well as the cost of benefits earned by employees. These components are determined using the projected unit credit actuarial cost method and are based on certain actuarial assumptions. The Company’s accounting policy is to reflect in the projected benefit obligation all benefit changes to which the Company is committed as of the current valuation date; use a market-related value of assets to determine pension expense; amortize increases in prior service costs on a straight-line basis over the expected future service of active participants as of the date such costs are first recognized; and amortize cumulative actuarial gains and losses in excess of 10% of the larger of the market-related value of plan assets and the projected benefit obligation over the expected future service of active participants.

Summary data for the U.S. Pension Plans, U.S. Retiree Healthcare Plan and Non-U.S. Pension Plans are presented in the following tables, using the measurement dates of December 31, 2017 and 2016, respectively.

The reconciliation of the projected benefit obligations for the plans at December 31, 2017 and 2016 is as follows (in thousands):

		2017						2016
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans		Plans		Plan		Plans
Projected benefit obligation, January 1		$	159,416	$	14,921	$	85,311	$	155,003	$	12,963	$	75,677
	Service cost		450		546		5,082		377		473		4,954
	Employee contributions		-		1,041		605		-		987		584
	Interest cost		6,829		618		1,518		6,931		557		1,699
	Actuarial losses (gains)		8,658		942		(2,590)		2,338		586		6,510
	Benefits paid		(5,058)		(947)		(2,078)		(5,233)		(645)		(2,141)
	Plan amendments		-		-		636		-		-		-
	Plan settlements		(2,231)		-		(1,229)		-		-		-
	Other plans		-		-		196		-		-		1,305
	Currency impact		-		-		8,927		-		-		(3,277)
Projected benefit obligation, December 31		$	168,064	$	17,121	$	96,378	$	159,416	$	14,921	$	85,311

The accumulated benefit obligations for the plans at December 31, 2017 and 2016 are as follows (in thousands):

2017

2016

U.S.

U.S. Retiree

Non-U.S.

U.S.

U.S. Retiree

Non-U.S.

Pension

Healthcare

Pension

Healthcare

Pension

Plans

Plan

Plans

Plan

Plans

Accumulated benefit obligation

168,064

82,615

159,416

72,618

Not applicable.

The reconciliation of the fair value of the plan assets at December 31, 2017 and 2016 is as follows (in thousands):

		2017						2016
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans		Plans		Plan		Plans
Fair value of plan assets, January 1		$	144,665	$	9,142	$	65,548	$	136,128	$	8,001	$	60,441
	Actual return on plan assets		27,729		1,542		390		8,621		510		4,741
	Company contributions		6,162		347		4,733		5,149		289		4,579
	Employee contributions		-		1,041		605		-		987		584
	Plan settlements		(2,125)		-		(915)		-		-		-
	Benefits paid		(5,058)		(947)		(2,078)		(5,233)		(645)		(2,141)
	Other plans		-		-		(213)		-		-		262
	Currency impact		-		-		6,920		-		-		(2,918)
Fair value of plan assets, December 31		$	171,373	$	11,125	$	74,990	$	144,665	$	9,142	$	65,548

The summary of the funded status for the plans at December 31, 2017 and 2016 is as follows (in thousands):

		2017						2016
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans		Plans		Plan		Plans
Projected benefit obligation		$	(168,064)	$	(17,121)	$	(96,378)	$	(159,416)	$	(14,921)	$	(85,311)
Fair value of plan assets			171,373		11,125		74,990		144,665		9,142		65,548
	Funded status	$	3,309	$	(5,996)	$	(21,388)	$	(14,751)	$	(5,779)	$	(19,763)

The summary of the amounts recognized in the consolidated balance sheets for the plans at December 31, 2017 and 2016 is as follows (in thousands):

	2017						2016
	U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
	Pension		Healthcare		Pension		Pension		Healthcare		Pension
	Plans		Plan		Plans		Plans		Plan		Plans
Long-term assets	$	4,562	$	-	$	1,245	$	-	$	-	$	1,084
Current liabilities		(76)		(347)		-		(1,343)		(289)		-
Long-term liabilities		(1,177)		(5,649)		(22,633)		(13,408)		(5,490)		(20,847)
Net amount recognized at December 31	$	3,309	$	(5,996)	$	(21,388)	$	(14,751)	$	(5,779)	$	(19,763)

The summary of the components of net periodic pension costs for the plans for the years ended December 31, 2017, 2016 and 2015 is as follows (in thousands):

		2017						2016						2015
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans		Plans		Plan		Plans		Plans		Plan		Plans
Service cost		$	450	$	546	$	5,082	$	377	$	473	$	4,954	$	-	$	577	$	5,087
Interest cost			6,829		618		1,518		6,931		557		1,699		6,128		470		1,503
Expected return on plan
	assets		(10,298)		(587)		(1,688)		(9,635)		(519)		(1,596)		(9,145)		(497)		(1,542)
Settlement loss			155		-		232		-		-		-		-		-		95
Net amortization:
	Prior service (credit) cost		-		-		(168)		-		-		(192)		-		-		39
	Net actuarial loss		2,770		-		959		2,702		-		753		3,278		-		1,031
Net periodic pension
	(benefit) cost	$	(94)	$	577	$	5,935	$	375	$	511	$	5,618	$	261	$	550	$	6,213

The summary of the changes in amounts recognized in other comprehensive income (loss) for the plans for the years ended December 31, 2017, 2016 and 2015 is as follows (in thousands):

		2017						2016						2015
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans		Plans		Plan		Plans		Plans		Plan		Plans
Prior service credit (cost)		$	-	$	-	$	(636)	$	-	$	-	$	-	$	-	$	-	$	645
Net gain (loss) arising
	during the year		8,879		13		1,609		(3,352)		(594)		(3,361)		(6,365)		1,126		3,025
Amortization:
	Prior service (credit) cost		-		-		(168)		-		-		(192)		-		-		39
	Net loss		2,925		-		1,191		2,702		-		753		3,278		-		1,126
Other Plans			-		-		-		-		-		(360)		-		-		-
Currency impact			-		-		(2,033)		-		-		884		-		-		1,760
Total recognized in other
	comprehensive income (loss)	$	11,804	$	13	$	(37)	$	(650)	$	(594)	$	(2,276)	$	(3,087)	$	1,126	$	6,595

The summary of the amounts included in accumulated other comprehensive loss in stockholders’ equity for the plans at December 31, 2017 and 2016 is as follows (in thousands):

	2017						2016
	U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
	Pension		Healthcare		Pension		Pension		Healthcare		Pension
	Plans		Plan		Plans		Plans		Plan		Plans
Net actuarial (loss) gain	$	(37,682)	$	588	$	(18,857)	$	(49,486)	$	575	$	(19,638)
Prior service credit		-		-		530		-		-		1,348
Total	$	(37,682)	$	588	$	(18,327)	$	(49,486)	$	575	$	(18,290)

The summary of the amounts included in accumulated other comprehensive loss expected to be included in next year’s net periodic benefit cost for the plans at December 31, 2017 is as follows (in thousands):

	2017
	U.S.		U.S. Retiree		Non-U.S.
	Pension		Healthcare		Pension
	Plans		Plan		Plans
Net actuarial loss	$	(3,075)	$	-	$	(685)
Prior service credit		-		-		119
Total	$	(3,075)	$	-	$	(566)

The plans’ investment asset mix is as follows at December 31, 2017 and 2016:

	2017			2016
	U.S.	U.S. Retiree	Non-U.S.	U.S.	U.S. Retiree	Non-U.S.
	Pension	Healthcare	Pension	Pension	Healthcare	Pension
	Plans	Plan	Plans	Plans	Plan	Plans
Equity securities	77%	65%	7%	74%	58%	7%
Debt securities	23%	35%	16%	25%	42%	18%
Cash and cash equivalents	0%	0%	8%	1%	0%	6%
Insurance contracts and other	0%	0%	69%	0%	0%	69%
Total	100%	100%	100%	100%	100%	100%

The plans’ investment policies include the following asset allocation guidelines:

	U.S. Pension and U.S. Retiree				Non-U.S.
	Healthcare Plans				Pension Plans
	Policy Target	Range			Policy Target
Equity securities	70%	50%	-	90%	5%
Debt securities	25%	20%	-	60%	20%
Cash and cash equivalents	5%	0%	-	20%	10%
Insurance contracts and other	0%	0%	-	20%	65%

The asset allocation policy for the U.S. Pension Plans and U.S. Retiree Healthcare Plan was developed in consideration of the following long-term investment objectives: achieving a return on assets consistent with the investment policy, achieving portfolio returns which exceed the average return for similarly invested funds and maximizing portfolio returns with at least a return of 2.5% above the one-year constant maturity Treasury bond yield over reasonable measurement periods and based on reasonable market cycles.

Within the equity portfolio of the U.S. retirement plans, investments are diversified among market capitalization and investment strategy. The Company targets a 30% allocation of its U.S. retirement plans’ equity portfolio to be invested in financial markets outside of the United States. The Company does not invest in its own stock within the U.S. retirement plans’ assets.

Plan assets are measured at fair value using the following valuation techniques and inputs:

Level 1: The fair value of these types of investments is based on market and observable sources from daily quoted prices on nationally recognized securities exchanges.

Level 2: The fair value of the money market funds held with financial institutions is based on the net asset value of the underlying treasury bill and commercial paper, which are valued using third-party pricing services that utilize inputs such as benchmark yields, credit spreads and broker/dealer quotes to determine the value.

Level 3: These bank and insurance investment contracts are issued by well-known, highly-rated companies. The fair value disclosed represents the present value of future cash flows under the terms of the respective contracts. Significant assumptions used to determine the fair value of these contracts include the amount and timing of future cash flows and counterparty credit risk.

There have been no changes in the above valuation techniques associated with determining the value of the plans’ assets during the years ended December 31, 2017 and 2016.

Investments valued at NAV consist of hedge funds in the U.S Pension Plans, which are valued based on underlying investments in equity securities of U.S. companies where the hedge fund manager is targeting a particular net long or net short position on the underlying stock. The fair value of these funds is initially based on market and observable sources from daily quoted prices on nationally recognized securities exchanges and then adjustments are made to the net asset value of the hedge fund to account for the effects of any liquidation or redemption restrictions. The redemption terms for the hedge funds are generally quarterly with a 90 day notification period and there are no redemption restrictions.

The fair value of the Company’s retirement plan assets are as follows at December 31, 2017 (in thousands):

						Quoted Prices
						in Active		Significant
						Markets		Other		Significant
				Total at		for Identical		Observable		Unobservable
				December 31,		Assets		Inputs		Inputs
				2017		(Level 1)		(Level 2)		(Level 3)
U.S. Pension Plans:
	Mutual funds^(a)			$	163,438	$	163,438	$	-	$	-
		Total U.S. Pension Plans			163,438		163,438		-		-
U.S. Retiree Healthcare Plan:
	Mutual funds^(b)				11,125		11,125		-		-
		Total U.S. Retiree Healthcare Plan			11,125		11,125		-		-
Non-U.S. Pension Plans:
	Cash equivalents^(c)				5,783		5,783		-		-
	Mutual funds^(d)				17,244		17,244		-		-
	Bank and insurance investment contracts^(e)				51,963		-		-		51,963
		Total Non-U.S. Pension Plans			74,990		23,027		-		51,963
			Total fair value of retirement plan assets		249,553	$	197,590	$	-	$	51,963
Investments valued at NAV					7,935
	Total retirement plan assets			$	257,488

The fair value of the Company’s retirement plan assets are as follows at December 31, 2016 (in thousands):

						Quoted Prices
						in Active		Significant
						Markets		Other		Significant
				Total at		for Identical		Observable		Unobservable
				December 31,		Assets		Inputs		Inputs
				2016		(Level 1)		(Level 2)		(Level 3)
U.S. Pension Plans:
	Mutual funds^(f)			$	136,548	$	136,548	$	-	$	-
	Cash equivalents^(g)				728		-		728		-
		Total U.S. Pension Plans			137,276		136,548		728		-
U.S. Retiree Healthcare Plan:
	Mutual funds^(h)				9,142		9,142		-		-
		Total U.S. Retiree Healthcare Plan			9,142		9,142		-		-
Non-U.S. Pension Plans:
	Cash equivalents^(c)				3,718		3,718		-		-
	Mutual funds⁽ⁱ⁾				16,737		16,737		-		-
	Bank and insurance investment contracts^(e)				45,093		-		-		45,093
		Total Non-U.S. Pension Plans			65,548		20,455		-		45,093
			Total fair value of retirement plan assets		211,966	$	166,145	$	728	$	45,093
Investments valued at NAV					7,389
	Total retirement plan assets			$	219,355

The mutual fund balance in the U.S. Pension Plans are invested in the following categories: 45% in the common stock of large-cap U.S. companies, 30% in the common stock of international growth companies and 25% in fixed income bonds issued by U.S. companies and by the U.S. government and its agencies.
The mutual fund balance in the U.S. Retiree Healthcare Plan is invested in the following categories: 41% in the common stock of large-cap U.S. companies, 24% in the common stock of international growth companies and 35% in fixed income bonds of U.S. companies and U.S. government.
Primarily represents deposit account funds held with various financial institutions.
The mutual fund balance in the Non-U.S. Pension Plans is primarily invested in the following categories: 58% in international bonds, 32% in the common stock of international companies, 1% in mortgages and real estate and 9% in various other global investments.
Amount represents bank and insurance guaranteed investment contracts.
The mutual fund balance in the U.S. Pension Plans are invested in the following categories: 35% in the common stock of large-cap U.S. companies, 38% in the common stock of international growth companies and 27% in fixed income bonds issued by U.S. companies and by the U.S. government and its agencies.
Primarily represents money market funds held with various financial institutions.
The mutual fund balance in the U.S. Retiree Healthcare Plan is invested in the following categories: 38% in the common stock of large-cap U.S. companies, 19% in the common stock of international growth companies and 43% in fixed income bonds of U.S. companies and U.S. government.
The mutual fund balance in the Non-U.S. Pension Plans is invested in the following categories: 56% in international bonds and 30% in the common stock of international companies, 8% in mortgages and real estate and 6% in various other global investments.

The following table summarizes the changes in fair value of the Level 3 retirement plan assets for the years ended December 31, 2017 and 2016 (in thousands):

		Insurance
		Guaranteed
		Investment
		Contracts
Fair value of assets, December 31, 2015		$	38,943
	Net purchases (sales) and appreciation (depreciation)		6,150
Fair value of assets, December 31, 2016			45,093
	Net purchases (sales) and appreciation (depreciation)		6,870
Fair value of assets, December 31, 2017		$	51,963

The weighted-average assumptions used to determine the benefit obligation in the consolidated balance sheets at December 31, 2017, 2016 and 2015 are as follows:

	2017		2016		2015
	U.S.	Non-U.S.	U.S.	Non-U.S.	U.S.	Non-U.S.
Discount rate	3.94%	1.79%	4.41%	1.71%	4.59%	2.23%
Increases in compensation levels	**	2.43%	**	2.47%	**	2.45%


** Not applicable

The weighted-average assumptions used to determine the net periodic pension cost at December 31, 2017, 2016 and 2015 are as follows:

	2017		2016		2015
	U.S.	Non-U.S.	U.S.	Non-U.S.	U.S.	Non-U.S.
Discount rate	4.28%	1.80%	4.42%	2.20%	3.71%	1.98%
Return on plan assets	6.53%	2.64%	6.47%	2.74%	6.35%	2.58%
Increases in compensation levels	**	2.63%	**	2.50%	**	2.57%


** Not applicable

To develop the expected long-term rate of return on assets assumption, the Company considered historical returns and future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio and historical expenses paid by the plan. A one-quarter percentage point increase in the assumed long-term rate of return on assets would decrease the Company’s net periodic benefit cost for the Waters Retirement Plan by less than $1 million. A one-quarter percentage point increase in the discount rate would decrease the Company’s net periodic benefit cost for the Waters Retirement Plan by less than $1 million.

During fiscal year 2018, the Company expects to contribute a total of approximately $4 million to $10 million to the Company’s defined benefit plans. Estimated future benefit payments from the plans as of December 31, 2017 are as follows (in thousands):


	U.S. Pension and		Non-U.S.
	Retiree Healthcare		Pension
	Plans		Plans		Total
2018	$	9,385	$	2,396	$	11,781
2019		10,114		1,563		11,677
2020		10,287		2,060		12,347
2021		10,777		2,089		12,866
2022		10,749		2,963		13,712
2023 - 2027		58,789		18,217		77,006