##### Table of Contents

Q3 false--12-31 0001000697 0001000697 2024-01-01 2024-09-28 0001000697 2023-01-01 2023-09-30 0001000697 2023-07-02 2023-09-30 0001000697 2024-06-30 2024-09-28 0001000697 2024-09-28 0001000697 2023-12-31 0001000697 2024-07-30 2024-09-28 0001000697 2023-04-02 2023-07-01 0001000697 2024-01-01 2024-06-29 0001000697 2023-09-30 0001000697 2024-10-25 0001000697 2023-01-01 2023-12-31 0001000697 2024-03-01 2024-03-30 0001000697 2024-01-01 2024-03-30 0001000697 2022-12-31 0001000697 2023-07-01 0001000697 2024-06-29 0001000697 2023-12-31 2024-09-28 0001000697 2025-12-31 2024-09-28 0001000697 2024-12-31 2024-09-28 0001000697 us-gaap:OtherNoncurrentLiabilitiesMember 2024-09-28 0001000697 us-gaap:BankTimeDepositsMember 2024-09-28 0001000697 us-gaap:FairValueInputsLevel2Member us-gaap:BankTimeDepositsMember 2024-09-28 0001000697 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeContractMember 2024-09-28 0001000697 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-09-28 0001000697 us-gaap:ForeignExchangeContractMember 2024-09-28 0001000697 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-09-28 0001000697 us-gaap:OtherLiabilitiesMember wat:InterestRateSwapsCashFlowHedgesMember 2024-09-28 0001000697 us-gaap:OtherCurrentLiabilitiesMember us-gaap:ForeignExchangeContractMember 2024-09-28 0001000697 us-gaap:OtherLiabilitiesMember us-gaap:CrossCurrencyInterestRateContractMember 2024-09-28 0001000697 wat:InterestRateSwapsCashFlowHedgesMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-09-28 0001000697 us-gaap:CrossCurrencyInterestRateContractMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-09-28 0001000697 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-09-28 0001000697 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-09-28 0001000697 us-gaap:UnsecuredDebtMember 2024-09-28 0001000697 wat:PatentsAndOtherIntangiblesMember 2024-09-28 0001000697 wat:PurchasedIntangiblesMember 2024-09-28 0001000697 us-gaap:TrademarksMember 2024-09-28 0001000697 us-gaap:LicensingAgreementsMember 2024-09-28 0001000697 us-gaap:SoftwareDevelopmentMember 2024-09-28 0001000697 wat:InvestmentsHeldInCurrenciesOtherThanUSDollarsMember 2024-09-28 0001000697 wat:ForeignSubsidiaryMember 2024-09-28 0001000697 wat:InterestRateSwapsCashFlowHedgesMember 2024-09-28 0001000697 wat:InterestRateSwapsCashFlowHedgesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-09-28 0001000697 us-gaap:CrossCurrencyInterestRateContractMember 2024-09-28 0001000697 us-gaap:CrossCurrencyInterestRateContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-09-28 0001000697 us-gaap:NotesPayableToBanksMember 2024-09-28 0001000697 wat:CreditAgreementsAndUnsecuredDebtMember 2024-09-28 0001000697 wat:SeniorUnsecuredNotesSeriesQMember 2024-09-28 0001000697 wat:SeniorUnsecuredNotesSeriesPMember 2024-09-28 0001000697 wat:SeniorUnsecuredNotesSeriesOMember 2024-09-28 0001000697 wat:SeniorUnsecuredNotesSeriesNMember 2024-09-28 0001000697 wat:SeniorUnsecuredNotesSeriesMMember 2024-09-28 0001000697 wat:SeniorUnsecuredNotesSeriesLMember 2024-09-28 0001000697 wat:SeniorUnsecuredNotesSeriesKMember 2024-09-28 0001000697 wat:SeniorUnsecuredNotesSeriesGMember 2024-09-28 0001000697 wat:CreditAgreementMember 2024-09-28 0001000697 wat:FixedInterestRateMember us-gaap:UnsecuredDebtMember 2024-09-28 0001000697 wat:ProgramsAuthorizedByBoardOfDirectorsMember 2024-09-28 0001000697 srt:MaximumMember 2024-12-31 2024-09-28 0001000697 srt:MinimumMember 2024-12-31 2024-09-28 0001000697 wat:TwoThousandAndTwentyOneCreditFacilityMember 2024-09-28 0001000697 us-gaap:OtherNoncurrentLiabilitiesMember 2023-12-31 0001000697 us-gaap:FairValueInputsLevel2Member us-gaap:BankTimeDepositsMember 2023-12-31 0001000697 us-gaap:BankTimeDepositsMember 2023-12-31 0001000697 us-gaap:OtherAssetsMember us-gaap:CrossCurrencyInterestRateContractMember 2023-12-31 0001000697 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeContractMember 2023-12-31 0001000697 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001000697 us-gaap:CrossCurrencyInterestRateContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001000697 us-gaap:CrossCurrencyInterestRateContractMember 2023-12-31 0001000697 us-gaap:ForeignExchangeContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001000697 us-gaap:ForeignExchangeContractMember 2023-12-31 0001000697 us-gaap:OtherLiabilitiesMember wat:InterestRateSwapsCashFlowHedgesMember 2023-12-31 0001000697 us-gaap:OtherCurrentLiabilitiesMember us-gaap:ForeignExchangeContractMember 2023-12-31 0001000697 us-gaap:OtherLiabilitiesMember us-gaap:CrossCurrencyInterestRateContractMember 2023-12-31 0001000697 wat:InterestRateSwapsCashFlowHedgesMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001000697 us-gaap:CrossCurrencyInterestRateContractMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001000697 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001000697 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001000697 us-gaap:UnsecuredDebtMember 2023-12-31 0001000697 wat:PatentsAndOtherIntangiblesMember 2023-12-31 0001000697 us-gaap:SoftwareDevelopmentMember 2023-12-31 0001000697 wat:PurchasedIntangiblesMember 2023-12-31 0001000697 us-gaap:TrademarksMember 2023-12-31 0001000697 us-gaap:LicensingAgreementsMember 2023-12-31 0001000697 wat:InvestmentsHeldInCurrenciesOtherThanUSDollarsMember 2023-12-31 0001000697 wat:ForeignSubsidiaryMember 2023-12-31 0001000697 wat:InterestRateSwapsCashFlowHedgesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001000697 wat:InterestRateSwapsCashFlowHedgesMember 2023-12-31 0001000697 us-gaap:NotesPayableToBanksMember 2023-12-31 0001000697 wat:CreditAgreementsAndUnsecuredDebtMember 2023-12-31 0001000697 wat:SeniorUnsecuredNotesSeriesQMember 2023-12-31 0001000697 wat:SeniorUnsecuredNotesSeriesPMember 2023-12-31 0001000697 wat:SeniorUnsecuredNotesSeriesGMember 2023-12-31 0001000697 wat:SeniorUnsecuredNotesSeriesOMember 2023-12-31 0001000697 wat:SeniorUnsecuredNotesSeriesKMember 2023-12-31 0001000697 wat:SeniorUnsecuredNotesSeriesLMember 2023-12-31 0001000697 wat:SeniorUnsecuredNotesSeriesMMember 2023-12-31 0001000697 wat:SeniorUnsecuredNotesSeriesNMember 2023-12-31 0001000697 wat:CreditAgreementMember 2023-12-31 0001000697 wat:FixedInterestRateMember us-gaap:UnsecuredDebtMember 2023-12-31 0001000697 wat:TwoThousandAndTwentyOneCreditFacilityMember 2023-12-31 0001000697 us-gaap:ServiceMember 2023-07-02 2023-09-30 0001000697 us-gaap:ProductMember 2023-07-02 2023-09-30 0001000697 wat:WatersInstrumentSystemsMember 2023-07-02 2023-09-30 0001000697 wat:ChemistryConsumablesMember 2023-07-02 2023-09-30 0001000697 wat:TaInstrumentSystemsMember 2023-07-02 2023-09-30 0001000697 wat:WatersServiceMember 2023-07-02 2023-09-30 0001000697 wat:TaServiceMember 2023-07-02 2023-09-30 0001000697 srt:EuropeMember 2023-07-02 2023-09-30 0001000697 srt:AmericasMember 2023-07-02 2023-09-30 0001000697 wat:AmericasOtherMember 2023-07-02 2023-09-30 0001000697 country:CN 2023-07-02 2023-09-30 0001000697 country:JP 2023-07-02 2023-09-30 0001000697 country:US 2023-07-02 2023-09-30 0001000697 srt:AsiaPacificMember 2023-07-02 2023-09-30 0001000697 wat:AsiaOtherMember 2023-07-02 2023-09-30 0001000697 wat:GovernmentalAndAcademicCustomersMember 2023-07-02 2023-09-30 0001000697 wat:IndustrialCustomersMember 2023-07-02 2023-09-30 0001000697 wat:PharmaceuticalCustomersMember 2023-07-02 2023-09-30 0001000697 wat:ChemistryConsumablesMember us-gaap:TransferredAtPointInTimeMember 2023-07-02 2023-09-30 0001000697 us-gaap:ServiceMember us-gaap:TransferredAtPointInTimeMember 2023-07-02 2023-09-30 0001000697 wat:InstrumentSystemsMember us-gaap:TransferredAtPointInTimeMember 2023-07-02 2023-09-30 0001000697 us-gaap:TransferredOverTimeMember 2023-07-02 2023-09-30 0001000697 us-gaap:TransferredAtPointInTimeMember 2023-07-02 2023-09-30 0001000697 us-gaap:ServiceMember us-gaap:TransferredOverTimeMember 2023-07-02 2023-09-30 0001000697 us-gaap:ForeignExchangeContractMember us-gaap:CostOfSalesMember 2023-07-02 2023-09-30 0001000697 wat:InterestRateSwapsCashFlowHedgesMember us-gaap:OtherComprehensiveIncomeMember 2023-07-02 2023-09-30 0001000697 us-gaap:CrossCurrencyInterestRateContractMember us-gaap:OtherComprehensiveIncomeMember 2023-07-02 2023-09-30 0001000697 us-gaap:RetainedEarningsMember 2023-07-02 2023-09-30 0001000697 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-02 2023-09-30 0001000697 us-gaap:AdditionalPaidInCapitalMember 2023-07-02 2023-09-30 0001000697 us-gaap:CommonStockMember 2023-07-02 2023-09-30 0001000697 us-gaap:TreasuryStockCommonMember 2023-07-02 2023-09-30 0001000697 us-gaap:CrossCurrencyInterestRateContractMember us-gaap:InterestIncomeMember 2023-07-02 2023-09-30 0001000697 wat:InterestRateSwapsCashFlowHedgesMember us-gaap:InterestIncomeMember 2023-07-02 2023-09-30 0001000697 us-gaap:ProductMember 2023-01-01 2023-09-30 0001000697 us-gaap:ServiceMember 2023-01-01 2023-09-30 0001000697 wat:TaInstrumentSystemsMember 2023-01-01 2023-09-30 0001000697 wat:ChemistryConsumablesMember 2023-01-01 2023-09-30 0001000697 wat:TaServiceMember 2023-01-01 2023-09-30 0001000697 wat:WatersInstrumentSystemsMember 2023-01-01 2023-09-30 0001000697 wat:WatersServiceMember 2023-01-01 2023-09-30 0001000697 srt:EuropeMember 2023-01-01 2023-09-30 0001000697 country:US 2023-01-01 2023-09-30 0001000697 wat:AmericasOtherMember 2023-01-01 2023-09-30 0001000697 srt:AmericasMember 2023-01-01 2023-09-30 0001000697 wat:AsiaOtherMember 2023-01-01 2023-09-30 0001000697 srt:AsiaPacificMember 2023-01-01 2023-09-30 0001000697 country:JP 2023-01-01 2023-09-30 0001000697 country:CN 2023-01-01 2023-09-30 0001000697 wat:IndustrialCustomersMember 2023-01-01 2023-09-30 0001000697 wat:PharmaceuticalCustomersMember 2023-01-01 2023-09-30 0001000697 wat:GovernmentalAndAcademicCustomersMember 2023-01-01 2023-09-30 0001000697 us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-09-30 0001000697 us-gaap:ServiceMember us-gaap:TransferredOverTimeMember 2023-01-01 2023-09-30 0001000697 wat:InstrumentSystemsMember us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-09-30 0001000697 wat:ChemistryConsumablesMember us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-09-30 0001000697 us-gaap:ServiceMember us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-09-30 0001000697 us-gaap:TransferredOverTimeMember 2023-01-01 2023-09-30 0001000697 us-gaap:ForeignExchangeContractMember us-gaap:CostOfSalesMember 2023-01-01 2023-09-30 0001000697 us-gaap:CrossCurrencyInterestRateContractMember us-gaap:OtherComprehensiveIncomeMember 2023-01-01 2023-09-30 0001000697 wat:InterestRateSwapsCashFlowHedgesMember us-gaap:OtherComprehensiveIncomeMember 2023-01-01 2023-09-30 0001000697 us-gaap:RetainedEarningsMember 2023-01-01 2023-09-30 0001000697 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-09-30 0001000697 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-09-30 0001000697 us-gaap:CommonStockMember 2023-01-01 2023-09-30 0001000697 us-gaap:TreasuryStockCommonMember 2023-01-01 2023-09-30 0001000697 wat:RelatedToVestingOfRestrictedStockUnitsMember 2023-01-01 2023-09-30 0001000697 us-gaap:CrossCurrencyInterestRateContractMember us-gaap:InterestIncomeMember 2023-01-01 2023-09-30 0001000697 wat:InterestRateSwapsCashFlowHedgesMember us-gaap:InterestIncomeMember 2023-01-01 2023-09-30 0001000697 wat:WyattTechnologyMember 2023-01-01 2023-09-30 0001000697 us-gaap:ServiceMember 2024-06-30 2024-09-28 0001000697 us-gaap:ProductMember 2024-06-30 2024-09-28 0001000697 wat:WatersInstrumentSystemsMember 2024-06-30 2024-09-28 0001000697 wat:WatersServiceMember 2024-06-30 2024-09-28 0001000697 wat:ChemistryConsumablesMember 2024-06-30 2024-09-28 0001000697 wat:TaInstrumentSystemsMember 2024-06-30 2024-09-28 0001000697 wat:TaServiceMember 2024-06-30 2024-09-28 0001000697 srt:EuropeMember 2024-06-30 2024-09-28 0001000697 srt:AmericasMember 2024-06-30 2024-09-28 0001000697 country:CN 2024-06-30 2024-09-28 0001000697 wat:AsiaOtherMember 2024-06-30 2024-09-28 0001000697 country:JP 2024-06-30 2024-09-28 0001000697 wat:AmericasOtherMember 2024-06-30 2024-09-28 0001000697 country:US 2024-06-30 2024-09-28 0001000697 srt:AsiaPacificMember 2024-06-30 2024-09-28 0001000697 wat:IndustrialCustomersMember 2024-06-30 2024-09-28 0001000697 wat:GovernmentalAndAcademicCustomersMember 2024-06-30 2024-09-28 0001000697 wat:PharmaceuticalCustomersMember 2024-06-30 2024-09-28 0001000697 wat:ChemistryConsumablesMember us-gaap:TransferredAtPointInTimeMember 2024-06-30 2024-09-28 0001000697 us-gaap:ServiceMember us-gaap:TransferredAtPointInTimeMember 2024-06-30 2024-09-28 0001000697 us-gaap:TransferredAtPointInTimeMember 2024-06-30 2024-09-28 0001000697 us-gaap:TransferredOverTimeMember 2024-06-30 2024-09-28 0001000697 wat:InstrumentSystemsMember us-gaap:TransferredAtPointInTimeMember 2024-06-30 2024-09-28 0001000697 us-gaap:ServiceMember us-gaap:TransferredOverTimeMember 2024-06-30 2024-09-28 0001000697 us-gaap:ForeignExchangeContractMember us-gaap:CostOfSalesMember 2024-06-30 2024-09-28 0001000697 wat:InterestRateSwapsCashFlowHedgesMember us-gaap:OtherComprehensiveIncomeMember 2024-06-30 2024-09-28 0001000697 us-gaap:CrossCurrencyInterestRateContractMember us-gaap:OtherComprehensiveIncomeMember 2024-06-30 2024-09-28 0001000697 us-gaap:RetainedEarningsMember 2024-06-30 2024-09-28 0001000697 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-06-30 2024-09-28 0001000697 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 2024-09-28 0001000697 us-gaap:CommonStockMember 2024-06-30 2024-09-28 0001000697 us-gaap:TreasuryStockCommonMember 2024-06-30 2024-09-28 0001000697 us-gaap:CrossCurrencyInterestRateContractMember us-gaap:InterestIncomeMember 2024-06-30 2024-09-28 0001000697 wat:InterestRateSwapsCashFlowHedgesMember us-gaap:InterestIncomeMember 2024-06-30 2024-09-28 0001000697 us-gaap:ProductMember 2024-01-01 2024-09-28 0001000697 us-gaap:ServiceMember 2024-01-01 2024-09-28 0001000697 wat:TaInstrumentSystemsMember 2024-01-01 2024-09-28 0001000697 wat:ChemistryConsumablesMember 2024-01-01 2024-09-28 0001000697 wat:WatersInstrumentSystemsMember 2024-01-01 2024-09-28 0001000697 wat:WatersServiceMember 2024-01-01 2024-09-28 0001000697 wat:TaServiceMember 2024-01-01 2024-09-28 0001000697 wat:AmericasOtherMember 2024-01-01 2024-09-28 0001000697 srt:AmericasMember 2024-01-01 2024-09-28 0001000697 srt:EuropeMember 2024-01-01 2024-09-28 0001000697 country:JP 2024-01-01 2024-09-28 0001000697 wat:AsiaOtherMember 2024-01-01 2024-09-28 0001000697 srt:AsiaPacificMember 2024-01-01 2024-09-28 0001000697 country:US 2024-01-01 2024-09-28 0001000697 country:CN 2024-01-01 2024-09-28 0001000697 wat:GovernmentalAndAcademicCustomersMember 2024-01-01 2024-09-28 0001000697 wat:PharmaceuticalCustomersMember 2024-01-01 2024-09-28 0001000697 wat:IndustrialCustomersMember 2024-01-01 2024-09-28 0001000697 us-gaap:ServiceMember us-gaap:TransferredOverTimeMember 2024-01-01 2024-09-28 0001000697 wat:ChemistryConsumablesMember us-gaap:TransferredAtPointInTimeMember 2024-01-01 2024-09-28 0001000697 us-gaap:ServiceMember us-gaap:TransferredAtPointInTimeMember 2024-01-01 2024-09-28 0001000697 us-gaap:TransferredAtPointInTimeMember 2024-01-01 2024-09-28 0001000697 us-gaap:TransferredOverTimeMember 2024-01-01 2024-09-28 0001000697 wat:InstrumentSystemsMember us-gaap:TransferredAtPointInTimeMember 2024-01-01 2024-09-28 0001000697 us-gaap:NotesPayableToBanksMember 2024-01-01 2024-09-28 0001000697 us-gaap:AccumulatedTranslationAdjustmentMember 2024-01-01 2024-09-28 0001000697 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2024-01-01 2024-09-28 0001000697 wat:UnrealizedGainsLossesOnDerivativeInstrumentsMember 2024-01-01 2024-09-28 0001000697 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-09-28 0001000697 us-gaap:UnsecuredDebtMember 2024-01-01 2024-09-28 0001000697 us-gaap:ForeignExchangeContractMember us-gaap:CostOfSalesMember 2024-01-01 2024-09-28 0001000697 us-gaap:CrossCurrencyInterestRateContractMember us-gaap:OtherComprehensiveIncomeMember 2024-01-01 2024-09-28 0001000697 wat:InterestRateSwapsCashFlowHedgesMember us-gaap:OtherComprehensiveIncomeMember 2024-01-01 2024-09-28 0001000697 wat:NewContractualArrangementMember country:SG wat:AprilTwoThousandAndTwentyOneToMarchTwoThousandAndTwentySixMember 2024-01-01 2024-09-28 0001000697 country:SG 2024-01-01 2024-09-28 0001000697 country:IE 2024-01-01 2024-09-28 0001000697 country:GB 2024-01-01 2024-09-28 0001000697 us-gaap:RetainedEarningsMember 2024-01-01 2024-09-28 0001000697 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-09-28 0001000697 us-gaap:CommonStockMember 2024-01-01 2024-09-28 0001000697 us-gaap:TreasuryStockCommonMember 2024-01-01 2024-09-28 0001000697 wat:ProgramsAuthorizedByBoardOfDirectorsMember 2024-01-01 2024-09-28 0001000697 wat:RelatedToVestingOfRestrictedStockUnitsMember 2024-01-01 2024-09-28 0001000697 us-gaap:SettledLitigationMember 2024-01-01 2024-09-28 0001000697 wat:InterestRateSwapsCashFlowHedgesMember us-gaap:InterestIncomeMember 2024-01-01 2024-09-28 0001000697 us-gaap:CrossCurrencyInterestRateContractMember us-gaap:InterestIncomeMember 2024-01-01 2024-09-28 0001000697 wat:TwoThousandAndTwentyOneCreditFacilityMember 2024-01-01 2024-09-28 0001000697 wat:RevolvingFacilitiesMember us-gaap:NotesPayableToBanksMember 2021-09-17 0001000697 wat:WyattTechnologyMember 2023-05-16 2023-05-16 0001000697 wat:ShelfNotesMember 2024-07-12 0001000697 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-01 0001000697 us-gaap:CommonStockMember 2023-07-01 0001000697 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 0001000697 us-gaap:RetainedEarningsMember 2023-07-01 0001000697 us-gaap:TreasuryStockCommonMember 2023-07-01 0001000697 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-09-30 0001000697 us-gaap:TreasuryStockCommonMember 2023-09-30 0001000697 us-gaap:RetainedEarningsMember 2023-09-30 0001000697 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0001000697 us-gaap:CommonStockMember 2023-09-30 0001000697 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001000697 us-gaap:RetainedEarningsMember 2022-12-31 0001000697 us-gaap:TreasuryStockCommonMember 2022-12-31 0001000697 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001000697 us-gaap:CommonStockMember 2022-12-31 0001000697 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-06-29 0001000697 us-gaap:TreasuryStockCommonMember 2024-06-29 0001000697 us-gaap:RetainedEarningsMember 2024-06-29 0001000697 us-gaap:AdditionalPaidInCapitalMember 2024-06-29 0001000697 us-gaap:CommonStockMember 2024-06-29 0001000697 us-gaap:TreasuryStockCommonMember 2024-09-28 0001000697 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-09-28 0001000697 us-gaap:CommonStockMember 2024-09-28 0001000697 us-gaap:AdditionalPaidInCapitalMember 2024-09-28 0001000697 us-gaap:RetainedEarningsMember 2024-09-28 0001000697 wat:UnrealizedGainsLossesOnDerivativeInstrumentsMember 2023-12-31 0001000697 us-gaap:AccumulatedTranslationAdjustmentMember 2023-12-31 0001000697 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2023-12-31 0001000697 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001000697 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2024-09-28 0001000697 us-gaap:AccumulatedTranslationAdjustmentMember 2024-09-28 0001000697 wat:UnrealizedGainsLossesOnDerivativeInstrumentsMember 2024-09-28 0001000697 us-gaap:TreasuryStockCommonMember 2023-12-31 0001000697 us-gaap:CommonStockMember 2023-12-31 0001000697 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001000697 us-gaap:RetainedEarningsMember 2023-12-31 xbrli:shares iso4217:USD xbrli:pure utr:Day utr:Year wat:Segment iso4217:USD xbrli:shares
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 EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2024
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:
01-14010
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)
(
508)
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
October 25
, 2024: 59,376,174

##### Table of Contents

WATERS CORPORATION AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

|  |  |  | Page |
PART I |  | FINANCIAL INFORMATION |  |  |  |
Item 1. |  | Financial Statements |  |  |  |
|  | Consolidated Balance Sheets (unaudited) as of September 28, 2024 and December 31, 2023 |  |  | 3 |
|  | Consolidated Statements of Operations (unaudited) for the three months ended September 28, 2024 and September 30, 2023 |  |  | 4 |
|  | Consolidated Statements of Operations (unaudited) for the nine months ended September 28, 2024 and September 30, 2023 |  |  | 5 |
|  | Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 28, 2024 and September 30, 2023 |  |  | 6 |
|  | Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 28, 2024 and September 30, 2023 |  |  | 7 |
|  | Consolidated Statements of Stockholders’ Equity (unaudited) for the three months ended September 28, 2024 and September 30, 2023 |  |  | 8 |
|  | Consolidated Statements of Stockholders’ Equity (unaudited) for the nine months ended September 28, 2024 and September 30, 2023 |  |  | 9 |
|  | Condensed Notes to Consolidated Financial Statements (unaudited) |  |  | 10 |
Item 2. |  | Management’s Discussion and Analysis of Financial Condition and Results of Operations |  |  | 25 |
Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk |  |  | 35 |
Item 4. |  | Controls and Procedures |  |  | 36 |
PART II |  | OTHER INFORMATION |  |  |  |
Item 1. |  | Legal Proceedings |  |  | 36 |
Item 1A. |  | Risk Factors |  |  | 36 |
Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds |  |  | 37 |
Item 5. |  | Other Information |  |  | 38 |
Item 6. |  | Exhibits |  |  | 39 |
|  | Signature |  |  | 40 |

##### Table of Contents

Item 1: Financial Statements
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)

|  | September 28, 2024 |  |  | December 31, 2023 |
ASSETS |  | (In thousands, except per share data) |
Current assets: |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 330,514 |  |  | $ | 395,076 |
Investments |  |  | 944 |  |  |  | 898 |
Accounts receivable, net |  |  | 669,534 |  |  |  | 702,168 |
Inventories |  |  | 518,994 |  |  |  | 516,236 |
Other current assets |  |  | 127,738 |  |  |  | 138,489 |
Total current assets |  |  | 1,647,724 |  |  |  | 1,752,867 |
Property, plant and equipment, net |  |  | 642,627 |  |  |  | 639,073 |
Intangible assets, net |  |  | 591,883 |  |  |  | 629,187 |
Goodwill |  |  | 1,306,593 |  |  |  | 1,305,446 |
Operating lease assets |  |  | 76,642 |  |  |  | 84,591 |
Other assets |  |  | 246,151 |  |  |  | 215,690 |
Total assets |  | $ | 4,511,620 |  |  | $ | 4,626,854 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |
Notes payable and debt |  | $ | — |  |  | $ | 50,000 |
Accounts payable |  |  | 94,596 |  |  |  | 84,705 |
Accrued employee compensation |  |  | 79,356 |  |  |  | 69,391 |
Deferred revenue and customer advances |  |  | 294,884 |  |  |  | 256,675 |
Current operating lease liabilities |  |  | 25,346 |  |  |  | 27,825 |
Accrued income taxes |  |  | 150,242 |  |  |  | 120,257 |
Accrued warranty |  |  | 10,491 |  |  |  | 12,050 |
Other current liabilities |  |  | 161,125 |  |  |  | 168,677 |
Total current liabilities |  |  | 816,040 |  |  |  | 789,580 |
Long-term liabilities: |  |  |  |  |  |  |  |
Long-term debt |  |  | 1,826,248 |  |  |  | 2,305,513 |
Long-term portion of retirement benefits |  |  | 51,007 |  |  |  | 47,559 |
Long-term income tax liabilities |  |  | 17,819 |  |  |  | 137,123 |
Long-term operating lease liabilities |  |  | 53,234 |  |  |  | 58,926 |
Other long-term liabilities |  |  | 144,173 |  |  |  | 137,812 |
Total long-term liabilities |  |  | 2,092,481 |  |  |  | 2,686,933 |
Total liabilities |  |  | 2,908,521 |  |  |  | 3,476,513 |
Commitments and contingencies (Notes 6, 7 and 9) |  |  |  |  |  |  |  |
Stockholders’ equity: |  |  |  |  |  |  |  |
Preferred stock, par value $0.01 per share, 5,000 shares authorized, no ne issued at September 28, 2024 and December 31, 2023 |  |  | — |  |  |  | — |
Common stock, par value $0.01 per share, 400,000 shares authorized, 162,940 and 162,709 shares issued, 59,367 and 59,176 shares outstanding at September 28, 2024 and December 31, 2023, respectively |  |  | 1,629 |  |  |  | 1,627 |
Additional paid-in capital |  |  | 2,324,225 |  |  |  | 2,266,265 |
Retained earnings |  |  | 9,557,257 |  |  |  | 9,150,821 |
Treasury stock, at cost, 103,573 and 103,533 shares at September 28, 2024 and December 31, 2023, respectively |  |  | (10,147,727 | ) |  |  | (10,134,252 | )
Accumulated other comprehensive loss |  |  | (132,285 | ) |  |  | (134,120 | )
Total stockholders’ equity |  |  | 1,603,099 |  |  |  | 1,150,341 |
Total liabilities and stockholders’ equity |  | $ | 4,511,620 |  |  | $ | 4,626,854 |

The accompanying notes are an integral part of the interim consolidated financial statements.
3

Table of Contents
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

|  | Three Months Ended |
|  | September 28, 2024 |  |  | September 30, 2023 |
|  | (In thousands, except per share data) |
Revenues: |  |  |  |  |  |  |  |
Product sales |  | $ | 462,011 |  |  | $ | 448,081 |
Service sales |  |  | 278,294 |  |  |  | 263,611 |
Total net sales |  |  | 740,305 |  |  |  | 711,692 |
Costs and operating expenses: |  |  |  |  |  |  |  |
Cost of product sales |  |  | 193,378 |  |  |  | 184,332 |
Cost of service sales |  |  | 108,277 |  |  |  | 107,075 |
Selling and administrative expenses |  |  | 169,097 |  |  |  | 186,748 |
Research and development expenses |  |  | 45,336 |  |  |  | 41,995 |
Purchased intangibles amortization |  |  | 11,759 |  |  |  | 12,116 |
Litigation provision |  |  | 1,326 |  |  |  | — |
Total costs and operating expenses |  |  | 529,173 |  |  |  | 532,266 |
Operating income |  |  | 211,132 |  |  |  | 179,426 |
Other (expense) income, net |  |  | (338 | ) |  |  | 328 |
Interest expense |  |  | (21,435 | ) |  |  | (30,442 | )
Interest income |  |  | 4,258 |  |  |  | 3,883 |
Income before income taxes |  |  | 193,617 |  |  |  | 153,195 |
Provision for income taxes |  |  | 32,114 |  |  |  | 18,643 |
Net income |  | $ | 161,503 |  |  | $ | 134,552 |
Net income per basic common share |  | $ | 2.72 |  |  | $ | 2.28 |
Weighted-average number of basic common shares |  |  | 59,367 |  |  |  | 59,093 |
Net income per diluted common share |  | $ | 2.71 |  |  | $ | 2.27 |
Weighted-average number of diluted common shares and equivalents |  |  | 59,504 |  |  |  | 59,255 |

The accompanying notes are an integral part of the interim consolidated financial statements.
4

Table of Contents
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

|  | Nine Months Ended |
|  | September 28, 2024 |  |  | September 30, 2023 |
|  | (In thousands, except per share data) |
Revenues: |  |  |  |  |  |  |  |
Product sales |  | $ | 1,273,306 |  |  | $ | 1,362,464 |
Service sales |  |  | 812,367 |  |  |  | 774,478 |
Total net sales |  |  | 2,085,673 |  |  |  | 2,136,942 |
Costs and operating expenses: |  |  |  |  |  |  |  |
Cost of product sales |  |  | 522,396 |  |  |  | 559,040 |
Cost of service sales |  |  | 329,289 |  |  |  | 317,823 |
Selling and administrative expenses |  |  | 516,880 |  |  |  | 555,657 |
Research and development expenses |  |  | 136,113 |  |  |  | 130,559 |
Purchased intangibles amortization |  |  | 35,337 |  |  |  | 20,410 |
Litigation provision |  |  | 11,568 |  |  |  | — |
Total costs and operating expenses |  |  | 1,551,583 |  |  |  | 1,583,489 |
Operating income |  |  | 534,090 |  |  |  | 553,453 |
Other income, net |  |  | 1,619 |  |  |  | 1,364 |
Interest expense |  |  | (70,681 | ) |  |  | (68,158 | )
Interest income |  |  | 12,857 |  |  |  | 11,984 |
Income before income taxes |  |  | 477,885 |  |  |  | 498,643 |
Provision for income taxes |  |  | 71,449 |  |  |  | 72,614 |
Net income |  | $ | 406,436 |  |  | $ | 426,029 |
Net income per basic common share |  | $ | 6.85 |  |  | $ | 7.21 |
Weighted-average number of basic common shares |  |  | 59,314 |  |  |  | 59,061 |
Net income per diluted common share |  | $ | 6.83 |  |  | $ | 7.19 |
Weighted-average number of diluted common shares and equivalents |  |  | 59,471 |  |  |  | 59,262 |

The accompanying notes are an integral part of the interim consolidated financial statements.
5

Table of Contents
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 28, 2024 |  |  | September 30, 2023 |  |  | September 28, 2024 |  |  | September 30, 2023 |
|  | (In thousands) |  |  | (In thousands) |
Net income |  | $ | 161,503 |  |  | $ | 134,552 |  |  | $ | 406,436 |  |  | $ | 426,029 |
Other comprehensive income (loss): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation |  |  | 18,668 |  |  |  | (17,676 | ) |  |  | 2,453 |  |  |  | (4,909 | )
Unrealized (losses) gains on derivative instruments before reclassifications |  |  | (3,025 | ) |  |  | 603 |  |  |  | 209 |  |  |  | 603 |
Amounts reclassified to interest income |  |  | (366 | ) |  |  | (93 | ) |  |  | (940 | ) |  |  | (93 | )
Unrealized (losses) gains on derivative instruments before income taxes |  |  | (3,391 | ) |  |  | 510 |  |  |  | (731 | ) |  |  | 510 |
Income tax benefit (expense) |  |  | 814 |  |  |  | (122 | ) |  |  | 176 |  |  |  | (122 | )
Unrealized (losses) gains on derivative instruments, net of tax |  |  | (2,577 | ) |  |  | 388 |  |  |  | (555 | ) |  |  | 388 |
Retirement liability adjustment before reclassifications |  |  | (211 | ) |  |  | (200 | ) |  |  | (60 | ) |  |  | (29 | )
Amounts reclassified to other income, net |  |  | (10 | ) |  |  | (75 | ) |  |  | (68 | ) |  |  | (242 | )
Retirement liability adjustment before income taxes |  |  | (221 | ) |  |  | (275 | ) |  |  | (128 | ) |  |  | (271 | )
Income tax benefit |  |  | 47 |  |  |  | 66 |  |  |  | 65 |  |  |  | 67 |
Retirement liability adjustment, net of tax |  |  | (174 | ) |  |  | (209 | ) |  |  | (63 | ) |  |  | (204 | )
Other comprehensive income (loss) |  |  | 15,917 |  |  |  | (17,497 | ) |  |  | 1,835 |  |  |  | (4,725 | )
Comprehensive income |  | $ | 177,420 |  |  | $ | 117,055 |  |  | $ | 408,271 |  |  | $ | 421,304 |

The accompanying notes are an integral part of the interim consolidated financial statements.
6

Table of Contents
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

|  | Nine Months Ended |
|  | September 28, 2024 |  |  | September 30, 2023 |
|  | (In thousands) |
Cash flows from operating activities: |  |  |  |
Net income |  | $ | 406,436 |  |  | $ | 426,029 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |  |  |  |
Stock-based compensation |  |  | 32,993 |  |  |  | 32,224 |
Deferred income taxes |  |  | (1,967 | ) |  |  | 267 |
Depreciation |  |  | 64,680 |  |  |  | 62,235 |
Amortization of intangibles |  |  | 78,570 |  |  |  | 55,610 |
Realized gain on sale of investment |  |  | — |  |  |  | (651 | )
Change in operating assets and liabilities: |  |  |  |  |  |  |  |
Decrease in accounts receivable |  |  | 27,457 |  |  |  | 100,327 |
Increase in inventories |  |  | (2,032 | ) |  |  | (81,415 | )
Decrease (increase) in other current assets |  |  | 1,279 |  |  |  | (24,066 | )
Increase in other assets |  |  | (18,416 | ) |  |  | (23,432 | )
Increase (decrease) in accounts payable and other current liabilities |  |  | 36,485 |  |  |  | (130,065 | )
Increase in deferred revenue and customer advances |  |  | 37,972 |  |  |  | 38,959 |
Decrease in other liabilities |  |  | (141,473 | ) |  |  | (83,335 | )
Net cash provided by operating activities |  |  | 521,984 |  |  |  | 372,687 |
Cash flows from investing activities: |  |  |  |  |  |  |  |
Additions to property, plant, equipment and software capitalization |  |  | (90,377 | ) |  |  | (119,044 | )
Business acquisitions, net of cash acquired |  |  | — |  |  |  | (1,285,907 | )
(Investments in) proceeds from unaffiliated companies |  |  | (1,489 | ) |  |  | 651 |
Purchases of investments |  |  | (2,796 | ) |  |  | (1,791 | )
Maturities and sales of investments |  |  | 2,752 |  |  |  | 1,770 |
Net cash used in investing activities |  |  | (91,910 | ) |  |  | (1,404,321 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |
Proceeds from debt issuances |  |  | 170,000 |  |  |  | 1,450,041 |
Payments on debt |  |  | (700,000 | ) |  |  | (520,040 | )
Payments of debt issuance costs |  |  | — |  |  |  | (400 | )
Proceeds from stock plans |  |  | 25,073 |  |  |  | 18,092 |
Purchases of treasury shares |  |  | (13,475 | ) |  |  | (70,433 | )
Proceeds from derivative contracts |  |  | 15,305 |  |  |  | 8,178 |
Net cash (used in) provided by financing activities |  |  | (503,097 | ) |  |  | 885,438 |
Effect of exchange rate changes on cash and cash equivalents |  |  | 8,461 |  |  |  | 2,081 |
Decrease in cash and cash equivalents |  |  | (64,562 | ) |  |  | (144,115 | )
Cash and cash equivalents at beginning of period |  |  | 395,076 |  |  |  | 480,529 |
Cash and cash equivalents at end of period |  | $ | 330,514 |  |  | $ | 336,414 |

The accompanying notes are an integral part of the interim consolidated financial statements.
7

Table of Contents
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited, in
thousands
)

|  | Number of Common Shares |  |  | Common Stock |  |  | Additional Paid-In Capital |  |  | Retained Earnings |  |  | Treasury Stock |  |  | Accumulated Other Comprehensive Loss |  |  | Total Stockholders’ Equity |
Balance July 1, 2023 |  |  | 162,576 |  |  | $ | 1,626 |  |  | $ | 2,232,055 |  |  | $ | 8,800,064 |  |  | $ | (10,133,716 | ) |  | $ | (128,800 | ) |  | $ | 771,229 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 134,552 |  |  |  | — |  |  |  | — |  |  |  | 134,552 |
Other comprehensive loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (17,497 | ) |  |  | (17,497 | )
Issuance of common stock for employees: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Employee Stock Purchase Plan |  |  | 10 |  |  |  | — |  |  |  | 2,758 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,758 |
Stock options exercised |  |  | 35 |  |  |  | — |  |  |  | 5,084 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 5,084 |
Treasury stock |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (692 | ) |  |  | — |  |  |  | (692 | )
Stock-based compensation |  |  | 28 |  |  |  | 1 |  |  |  | 10,087 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 10,088 |
Balance September 30, 2023 |  |  | 162,649 |  |  | $ | 1,627 |  |  | $ | 2,249,984 |  |  | $ | 8,934,616 |  |  | $ | (10,134,408 | ) |  | $ | (146,297 | ) |  | $ | 905,522 |

|  | Number of Common Shares |  |  | Common Stock |  |  | Additional Paid-In Capital |  |  | Retained Earnings |  |  | Treasury Stock |  |  | Accumulated Other Comprehensive Loss |  |  | Total Stockholders’ Equity |
Balance June 29, 2024 |  |  | 162,926 |  |  | $ | 1,629 |  |  | $ | 2,310,372 |  |  | $ | 9,395,754 |  |  | $ | (10,147,586 | ) |  | $ | (148,202 | ) |  | $ | 1,411,967 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 161,503 |  |  |  | — |  |  |  | — |  |  |  | 161,503 |
Other comprehensive income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 15,917 |  |  |  | 15,917 |
Issuance of common stock for employees: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Employee Stock Purchase Plan |  |  | 9 |  |  |  | — |  |  |  | 2,551 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,551 |
Stock options exercised |  |  | 4 |  |  |  | — |  |  |  | 736 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 736 |
Treasury stock |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (141 | ) |  |  | — |  |  |  | (141 | )
Stock-based compensation |  |  | 1 |  |  |  | — |  |  |  | 10,566 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 10,566 |
Balance September 28, 2024 |  |  | 162,940 |  |  | $ | 1,629 |  |  | $ | 2,324,225 |  |  | $ | 9,557,257 |  |  | $ | (10,147,727 | ) |  | $ | (132,285 | ) |  | $ | 1,603,099 |

The accompanying notes are an integral part of the consolidated financial statements.
8

Table of Contents
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY
(unaudited, in
thousand
s)

|  | Number of Common Shares |  |  | Common Stock |  |  | Additional Paid-In Capital |  |  | Retained Earnings |  |  | Treasury Stock |  |  | Accumulated Other Comprehensive Loss |  |  | Total Stockholders’ Equity |
Balance December 31, 2022 |  |  | 162,425 |  |  | $ | 1,624 |  |  | $ | 2,199,824 |  |  | $ | 8,508,587 |  |  | $ | (10,063,975 | ) |  | $ | (141,572 | ) |  | $ | 504,488 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 426,029 |  |  |  | — |  |  |  | — |  |  |  | 426,029 |
Other comprehensive loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (4,725 | ) |  |  | (4,725 | )
Issuance of common stock for employees: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Employee Stock Purchase Plan |  |  | 31 |  |  |  | — |  |  |  | 8,691 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 8,691 |
Stock options exercised |  |  | 51 |  |  |  | 1 |  |  |  | 8,369 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 8,370 |
Treasury stock |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (70,433 | ) |  |  | — |  |  |  | (70,433 | )
Stock-based compensation |  |  | 142 |  |  |  | 2 |  |  |  | 33,100 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 33,102 |
Balance September 30, 2023 |  |  | 162,649 |  |  | $ | 1,627 |  |  | $ | 2,249,984 |  |  | $ | 8,934,616 |  |  | $ | (10,134,408 | ) |  | $ | (146,297 | ) |  | $ | 905,522 |

|  | Number of Common Shares |  |  | Common Stock |  |  | Additional Paid-In Capital |  |  | Retained Earnings |  |  | Treasury Stock |  |  | Accumulated Other Comprehensive Loss |  |  | Total Stockholders’ Equity |
Balance December 31, 2023 |  |  | 162,709 |  |  | $ | 1,627 |  |  | $ | 2,266,265 |  |  | $ | 9,150,821 |  |  | $ | (10,134,252 | ) |  | $ | (134,120 | ) |  | $ | 1,150,341 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 406,436 |  |  |  | — |  |  |  | — |  |  |  | 406,436 |
Other comprehensive income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,835 |  |  |  | 1,835 |
Issuance of common stock for employees: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Employee Stock Purchase Plan |  |  | 27 |  |  |  | — |  |  |  | 7,341 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 7,341 |
Stock options exercised |  |  | 87 |  |  |  | 1 |  |  |  | 18,347 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 18,348 |
Treasury stock |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (13,475 | ) |  |  | — |  |  |  | (13,475 | )
Stock-based compensation |  |  | 117 |  |  |  | 1 |  |  |  | 32,272 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 32,273 |
Balance September 28, 2024 |  |  | 162,940 |  |  | $ | 1,629 |  |  | $ | 2,324,225 |  |  | $ | 9,557,257 |  |  | $ | (10,147,727 | ) |  | $ | (132,285 | ) |  | $ | 1,603,099 |

The accompanying notes are an integral part of the consolidated financial statements.
9

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1 Basis of Presentation and Summary of Significant Accounting Policies
Waters Corporation (the “Company,” “we,” “our,” or “us”), a global leader in analytical instruments and software, has pioneered innovations in chromatography, mass spectrometry and thermal analysis serving life, materials and food sciences for more than 65 years. The Company primarily designs, manufactures, sells and services high-performance liquid chromatography (“HPLC”), ultra-performance liquid chromatography (“UPLC” and together with HPLC, referred to as “LC”) and mass spectrometry (“MS”) technology systems and support products, including chromatography columns, other consumable products and comprehensive post-warranty service plans. These systems are complementary products that are frequently employed together
(“LC-MS”)
and sold as integrated instrument systems using common software platforms. LC is a standard technique and is utilized in a broad range of industries to detect, identify, monitor and measure the chemical, physical and biological composition of materials, and to purify a full range of compounds. MS technology, principally in conjunction with chromatography, is employed in drug discovery and development, including clinical trial testing, the analysis of proteins in disease processes (known as “proteomics”), nutritional safety analysis and environmental testing.
LC-MS
instruments combine a liquid phase sample introduction and separation system with mass spectrometric compound identification and quantification. In addition, the Company designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments through its TA Instruments product line. These instruments are used in predicting the suitability and stability of fine chemicals, pharmaceuticals, water, polymers, metals and viscous liquids for various industrial, consumer goods and healthcare products, as well as for life science research. The Company is also a developer and supplier of advanced software-based products that interface with the Company’s instruments, as well as other manufacturers’ instruments.
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 expanded Waters’ portfolio and increased exposure to large molecule applications. The Company financed this transaction with a combination of cash on its balance sheet and borrowings under its Credit Facility (as defined below). The Company’s financial results for the three and nine months ended September 28, 2024 include the financial results of Wyatt. The Company’s financial results for the three and nine months ended September 30, 2023 only include
four-and-a-half
months of the financial results of Wyatt as the closing of the acquisition occurred during the second quarter of 2023. On an unaudited pro forma basis, as if the Wyatt acquisition had occurred at the beginning of fiscal year 2023, our consolidated net sales would have been $2.2 billion for the nine months ended September 30, 2023. The difference between the net income calculated on a pro forma basis and actual net income was insignificant primarily due to purchased intangibles amortization expense and interest expense related to our acquisition of Wyatt.
In addition, the Company has completed the purchase price allocation for the Wyatt acquisition and there were no material changes as compared to the Company’s preliminary purchase price allocation for the Wyatt acquisition.
The Company’s interim fiscal quarter typically ends on the thirteenth Saturday of each quarter. Since the Company’s fiscal year end is December 31, the first and fourth fiscal quarters may have more or less than thirteen complete weeks. The Company’s third fiscal quarters for 2024 and 2023 ended on September 28, 2024 and September 30, 2023, respectively.
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions in Form
10-Q
and do not include all of the information and footnote disclosures required for annual financial statements prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) in the United States of America. The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All inter-company balances and transactions have been eliminated.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities at the dates of the financial statements. Actual amounts may differ from these estimates under different assumptions or conditions.
It is management’s opinion that the accompanying interim consolidated financial statements reflect all adjustments (which are normal and recurring) that are necessary for a fair statement of the results for the interim periods. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form
10-K
for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2024.
10

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Risks and Uncertainties
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 competitors of new technological innovations, costs of developing new technologies, levels of debt and debt service requirements, risk of disruption, dependence on key personnel, protection and litigation of proprietary technology, shifts in taxable income between tax jurisdictions and compliance with regulations of the U.S. Food and Drug Administration and similar foreign regulatory authorities and agencies.
Translation of Foreign Currencies
The functional currency of each of the Company’s foreign operating subsidiaries is the local currency of its country of domicile, except for the Company’s subsidiaries in Hong Kong, Singapore and the Cayman Islands, where the underlying transactional cash flows are denominated in currencies other than the respective local currency of domicile. The functional currency of the Hong Kong, Singapore and Cayman Islands subsidiaries is the U.S. dollar, based on the respective entity’s cash flows.
For the Company’s foreign operations, assets and liabilities are translated into U.S. dollars at exchange rates prevailing on the balance sheet date, while revenues and expenses are translated at average exchange rates prevailing during the respective period. Any resulting translation gains or losses are included in accumulated other comprehensive loss in the consolidated balance sheets.
Cash, Cash Equivalents and Investments
Cash equivalents represent highly liquid investments, with original maturities of 90 days or less, while investments with longer maturities are classified as investments. 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 September 28, 2024 and December 31, 2023, $287 million out of $331 million and $321 million out of $396 million, respectively, of the Company’s total cash, cash equivalents and investments were held by foreign subsidiaries. In addition, $234 million out of $331 million and $233 million out of $396 million of cash, cash equivalents and investments were held in currencies other than the U.S. dollar at September 28, 2024 and December 31, 2023, respectively.
Accounts Receivable and Allowance for Credit Losses
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company has very limited use of rebates and other cash considerations payable to customers and, as a result, the transaction price determination does not have any material variable consideration. The Company does not consider there to be significant concentrations of credit risk with respect to trade receivables due to the short-term nature of the balances, the Company having a large and diverse customer base, and the Company having a strong historical experience of collecting receivables with minimal defaults. As a result, credit risk is considered low across territories and trade receivables are considered to be a single class of financial asset. The allowance for credit losses is based on a number of factors and is calculated by applying a historical loss rate to trade receivable aging balances to estimate a general reserve balance along with an additional adjustment for any specific receivables with known or anticipated issues affecting the likelihood of recovery. Past due balances with a probability of default based on historical data as well as relevant available forward-looking information are included in the specific adjustment. The historical loss rate is reviewed on at least an annual basis and the allowance for credit losses is reviewed quarterly for any required adjustments. The Company does not have any
off-balance
sheet credit exposure related to its customers.
Trade receivables related to instrument sales are collateralized by the instrument that is sold. If there is a risk of default related to a receivable that is collateralized, then the fair value of the collateral is calculated and adjusted for the cost to
re-possess,
refurbish and
re-sell
the instrument. This adjusted fair value is compared to the receivable balance and the difference would be recorded as the expected credit loss.
11

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
The following is a summary of the activity of the Company’s allowance for credit losses for the nine months ended September 28, 2024 and September 30, 2023 (in thousands):

|  | Balance at Beginning of Period |  |  | Additions |  |  | Deductions and Other |  |  | Balance at End of Period |
Allowance for Credit Losses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
September 28, 2024 |  | $ | 19,335 |  |  | $ | 4,109 |  |  | $ | (7,451 | ) |  | $ | 15,993 |
September 30, 2023 |  | $ | 14,311 |  |  | $ | 3,727 |  |  | $ | (3,434 | ) |  | $ | 14,604 |

Fair Value Measurements
In accordance with the accounting standards for fair value measurements and disclosures, certain of the Company’s assets and liabilities are measured at fair value on a recurring basis as of September 28, 2024 and December 31, 2023. Fair values determined by Level 1 inputs utilize observable data, such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points for which there is little or no market data, which require the reporting entity to develop its own assumptions.
The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis at September 28, 2024 (in thousands):

|  | Total at September 28, 2024 |  |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Time deposits |  | $ | 944 |  |  | $ | — |  |  | $ | 944 |  |  | $ | — |
Waters 401(k) Restoration Plan assets |  |  | 30,711 |  |  |  | 30,711 |  |  |  | — |  |  |  | — |
Foreign currency exchange contracts |  |  | 93 |  |  |  | — |  |  |  | 93 |  |  |  | — |
Total |  | $ | 31,748 |  |  | $ | 30,711 |  |  | $ | 1,037 |  |  | $ | — |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency exchange contracts |  | $ | 60 |  |  | $ | — |  |  | $ | 60 |  |  | $ | — |
Interest rate cross-currency swap agreements |  |  | 22,764 |  |  |  | — |  |  |  | 22,764 |  |  |  | — |
Interest rate swap cash flow hedge |  |  | 3,705 |  |  |  | — |  |  |  | 3,705 |  |  |  | — |
Total |  | $ | 26,529 |  |  | $ | — |  |  | $ | 26,529 |  |  | $ | — |

12

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis at December 31, 2023 (in thousands):

|  | Total at December 31, 2023 |  |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Time deposits |  | $ | 898 |  |  | $ | — |  |  | $ | 898 |  |  | $ | — |
Waters 401(k) Restoration Plan assets |  |  | 28,995 |  |  |  | 28,995 |  |  |  | — |  |  |  | — |
Foreign currency exchange contracts |  |  | 183 |  |  |  | — |  |  |  | 183 |  |  |  | — |
Interest rate cross-currency swap agreements |  |  | 4,835 |  |  |  | — |  |  |  | 4,835 |  |  |  | — |
Total |  | $ | 34,911 |  |  | $ | 28,995 |  |  | $ | 5,916 |  |  | $ | — |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency exchange contracts |  |  | 207 |  |  |  | — |  |  |  | 207 |  |  |  | — |
Interest rate cross-currency swap agreements |  |  | 13,384 |  |  |  | — |  |  |  | 13,384 |  |  |  | — |
Interest rate swap cash flow hedge |  |  | 2,974 |  |  |  | — |  |  |  | 2,974 |  |  |  | — |
Total |  | $ | 16,565 |  |  | $ | — |  |  | $ | 16,565 |  |  | $ | — |

Fair Value of 401(k) Restoration Plan Assets
The 401(k) Restoration Plan is a nonqualified defined contribution plan and the assets were held in registered mutual funds and have been classified as Level 1. The fair values of the assets in the plan are determined through market and observable sources from daily quoted prices on nationally recognized securities exchanges.
Fair Value of Cash Equivalents, Investments, Foreign Currency Exchange Contracts, Interest Rate Cross-Currency Swap Agreements and Interest Rate Swap Cash Flow Hedges
The fair values of the Company’s cash equivalents, investments, foreign currency exchange contracts, interest rate cross-currency swap agreements and interest rate swap cash flow hedges are determined through market and observable sources and have been classified as Level 2. These assets and liabilities have been initially valued at the transaction price and subsequently valued, typically utilizing third-party pricing services. The pricing services use many inputs to determine value, including reportable trades, benchmark yields, credit spreads, broker/dealer quotes, current spot rates and other industry and economic events. The Company validates the prices provided by third-party pricing services by reviewing their pricing methods and obtaining market values from other pricing sources.
Fair Value of Other Financial Instruments
The Company’s accounts receivable and accounts payable are recorded at cost, which approximates fair value due to their short-term nature. The carrying value of the Company’s variable interest rate debt approximates fair value due to the variable nature of the interest rate. The carrying value of the Company’s fixed interest rate debt was $1.3 billion at both September 28, 2024 and December 31, 2023. The fair value of the Company’s fixed interest rate debt was estimated using discounted cash flow models, based on estimated current rates offered for similar debt under current market conditions for the Company. The fair value of the Company’s fixed interest rate debt was estimated to be $1.2
billion at both September 28, 2024 and December 31, 2023 using Level 2 inputs.
Derivative Transactions
The Company is a global company that operates in over 35 countries and, as a result, the Company’s net sales, cost of sales, operating expenses and balance sheet amounts are significantly impacted by fluctuations in foreign currency exchange rates. The Company is exposed to currency price risk on foreign currency exchange rate fluctuations when it translates its
non-U.S.
dollar foreign subsidiaries’ financial statements into U.S. dollars and when any of the Company’s subsidiaries purchase or sell products or services in a currency other than its own currency.
13

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
The Company’s principal strategies in managing exposures to changes in foreign currency exchange rates are to (1) naturally hedge the foreign-currency-denominated liabilities on the Company’s balance sheet against corresponding assets of the same currency, such that any changes in liabilities due to fluctuations in foreign currency exchange rates are typically offset by corresponding changes in assets and (2) mitigate foreign exchange risk exposure of international operations by hedging the variability in the movement of foreign currency exchange rates on a portion of its euro-denominated and
yen-denominated
net asset investments. The
Company
presents the derivative transactions in financing activities in the statement of cash flows.
Foreign Currency Exchange Contracts
The Company does not specifically enter into any derivatives that hedge foreign-currency-denominated operating assets, liabilities or commitments on its balance sheet, other than a portion of certain third-party accounts receivable and accounts payable, and the Company’s net worldwide intercompany receivables and payables, which are eliminated in consolidation. The Company periodically aggregates its net worldwide balances by currency and then enters into foreign currency exchange contracts that mature within 90 days to hedge a portion of the remaining balance to minimize some of the Company’s currency price risk exposure. The foreign currency exchange contracts are not designated for hedge accounting treatment. Principal hedged currencies include the euro, Japanese yen, British pound, Mexican peso and Brazilian real.
Cash Flow Hedges
The Company’s Credit Facility is a variable borrowing and has interest payments based on a contractually specified interest rate index. The contractually specified index on the Credit Facility is the
3-month
Term SOFR. The variable rate interest payments create interest risk for the Company as interest payments will fluctuate based on changes in the contractually specified interest rate index over the life of the Credit Facility. In order to reduce interest rate risk, the Company has entered in interest rate swaps with an aggregate notional value of $
150
million to effectively
lock-in
the forecasted interest payments on the variable rate borrowing over its term. The interest rate swaps represent cash flow hedges and are assessed for hedge effectiveness each reporting period. When the hedge relationship is highly effective at achieving offsetting changes in cash flows, the Company will record the entire change in fair value of the interest rate swaps in accumulated other comprehensive loss. The amount in accumulated other comprehensive loss is reclassified to income in the period that the underlying transaction impacts consolidated income. If it becomes probable that the forecasted transaction will not occur, the hedge relationship will be
de-designated
and amounts accumulated in other comprehensive loss will be reclassified to income in the current period. Interest settlements due to benchmark interest rate changes are recorded in interest income or interest expense. For the nine months ended September 28, 2024, the Company did not have any cash flow hedges that were deemed ineffective.
Interest Rate Cross-Currency Swap Agreements
As of September 28, 2024, the Company had entered into interest rate cross-currency swap derivative agreements with durations up to three years with an aggregate 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 loss in stockholders’ equity until the sale or substantial liquidation of the foreign operation. The difference between the interest rate received and paid under the interest rate cross-currency swap derivative agreement is recorded in interest income in the statement of operations.
14

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
The Company’s foreign currency exchange contracts, interest rate cross-currency swap agreements and interest rate swap agreements designated as cash flow hedges are included in the consolidated balance sheets are classified as follows (in thousands):

|  | September 28, 2024 |  |  | December 31, 2023 |
|  | Notional Value |  |  | Fair Value |  |  | Notional Value |  |  | Fair Value |
Foreign currency exchange contracts: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other current assets |  | $ | 16,000 |  |  | $ | 93 |  |  | $ | 24,155 |  |  | $ | 183 |
Other current liabilities |  | $ | 23,918 |  |  | $ | 60 |  |  | $ | 16,000 |  |  | $ | 207 |
Interest rate cross-currency swap agreements: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other assets |  | $ | — |  |  | $ | — |  |  | $ | 220,000 |  |  | $ | 4,835 |
Other liabilities |  | $ | 625,000 |  |  | $ | 22,764 |  |  | $ | 405,000 |  |  | $ | 13,384 |
Accumulated other comprehensive loss |  |  |  |  |  | $ | (14,750 | ) |  |  |  |  |  | $ | (7,975 | )
Interest rate swap cash flow hedges: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other liabilities |  | $ | 150,000 |  |  | $ | 3,705 |  |  | $ | 100,000 |  |  | $ | 2,974 |
Accumulated other comprehensive loss |  |  |  |  |  | $ | (3,705 | ) |  |  |  |  |  | $ | (2,974 | )

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, interest rate cross-currency swap agreements and interest rate swap agreements designated as cash flow hedges (in thousands):

|  | Financial Statement Classification |  |  | Three Months Ended |  |  | Nine Months Ended |
|  | September 28, 2024 |  |  | September 30, 2023 |  |  | September 28, 2024 |  |  | September 30, 2023 |
Foreign currency exchange contracts: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Realized (losses) gains on closed contracts |  |  | Cost of sales |  |  | $ | (138 | ) |  | $ | (755 | ) |  | $ | 914 |  |  | $ | (50 | )
Unrealized (losses) gains on open contracts |  |  | Cost of sales |  |  |  | (26 | ) |  |  | 168 |  |  |  | 39 |  |  |  | (123 | )
Cumulative net pre-tax (losses) gains |  |  | Cost of sales |  |  | $ | (164 | ) |  | $ | (587 | ) |  | $ | 953 |  |  | $ | (173 | )
Interest rate cross-currency swap agreements: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest earned |  |  | Interest income |  |  | $ | 2,486 |  |  | $ | 2,720 |  |  | $ | 7,613 |  |  | $ | 8,048 |
Unrealized (losses) gains on open contracts |  |  | Other comprehensive income |  |  | $ | (28,339 | ) |  | $ | 18,936 |  |  | $ | (6,775 | ) |  | $ | 10,280 |
Interest rate swap cash flow hedges: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest earned |  |  | Interest income |  |  | $ | 366 |  |  | $ | 93 |  |  | $ | 940 |  |  | $ | 93 |
Unrealized (losses) gains on open contracts |  |  | Other comprehensive income |  |  | $ | (3,391 | ) |  | $ | 510 |  |  | $ | (731 | ) |  | $ | 510 |

Stockholders’ Equity
In December 2023, the Company’s Board of Directors authorized the extension of its existing share repurchase program through January 21, 2025. The Company’s remaining authorization is $1.0 billion. During the nine months ended September 30, 2023, the Company repurchased 0.2 million shares of the Company’s outstanding common stock at a cost of $58 million under the Company’s share repurchase program. The Company did not make any open market share repurchases in 2024. In addition, the Company repurchased $13 million and $12 million of common stock related to the vesting of restricted stock units during the nine months ended September 28, 2024 and September 30, 2023, respectively.
15

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
Product Warranty Costs
The Company accrues estimated product warranty costs at the time of sale, which are included in cost of sales in the consolidated statements of operations. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, the Company’s warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. The amount of the accrued warranty liability is based on historical information, such as past experience, product failure rates, number of units repaired and estimated costs of material and labor. The liability is reviewed for reasonableness at least quarterly.
The following is a summary of the activity of the Company’s accrued warranty liability for the nine months ended September 28, 2024 and September 30, 2023 (in thousands):

|  | Balance at Beginning of Period |  |  | Accruals for Warranties |  |  | Settlements Made |  |  | Balance at End of Period |
Accrued warranty liability: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
September 28, 2024 |  | $ | 12,050 |  |  | $ | 3,812 |  |  | $ | (5,371 | ) |  | $ | 10,491 |
September 30, 2023 |  | $ | 11,949 |  |  | $ | 4,813 |  |  | $ | (5,642 | ) |  | $ | 11,120 |

Restructuring
In March 2024, the Company had a reduction in workforce that impacted approximately 2
% of the Company’s employees, primarily in China, where there had been a significant decline in sales as a result of lower customer demand. As a result, the Company incurred approximately $
8 million of severance-related costs. During the nine months ended September 28, 2024, the Company paid $13
million of severance-related costs in connection with the workforce reductions that occurred in March 2024 and July 2023. The accrued restructuring expense was approximately $
2 million at September 28, 2024 and $8 million at December 31, 2023 and included in other current liabilities on the consolidated balance sheets.
2 Revenue Recognition
The Company’s deferred revenue liabilities in the consolidated balance sheets consist of the obligation on instrument service contracts and customer payments received in advance, prior to transfer of control of the instrument. The Company records deferred revenue primarily related to its service contracts, where consideration is billable at the beginning of the service period.
The following is a summary of the activity of the Company’s deferred revenue and customer advances for the nine months ended September 28, 2024 and September 30, 2023 (in thousands):

|  | September 28, 2024 |  |  | September 30, 2023 |
Balance at the beginning of the period |  | $ | 323,516 |  |  | $ | 285,175 |
Recognition of revenue included in balance at beginning of the period |  |  | (242,302 | ) |  |  | (222,001 | )
Revenue deferred during the period, net of revenue recognized |  |  | 276,515 |  |  |  | 276,277 |
Balance at the end of the period |  | $ | 357,729 |  |  | $ | 339,451 |

The Company classified $63 million and $67 million of deferred revenue and customer advances in other long-term liabilities at September 28, 2024 and December 31, 2023, respectively.
16

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
The amount of deferred revenue and customer advances equals the transaction price allocated to unfulfilled performance obligations for the period presented. Such amounts are expected to be recognized in the future as follows (in thousands):

|  | September 28, 2024 |
Deferred revenue and customer advances expected to be recognized in: |  |  |  |
One year or less |  | $ | 294,884 |
13-24 months |  |  | 38,785 |
25 months and beyond |  |  | 24,060 |
Total |  | $ | 357,729 |

3 Marketable Securities
The Company’s marketable securities within cash equivalents and investments included in the consolidated balance sheets consist of time deposits that mature in one year or less with an amortized cost and a fair value of $0.9 million at both September 28, 2024 and December 31, 2023.
4 Inventories
Inventories are classified as
follows
(in thousands):

|  | September 28, 2024 |  |  | December 31, 2023 |
Raw materials |  | $ | 241,378 |  |  | $ | 233,952 |
Work in progress |  |  | 23,555 |  |  |  | 20,198 |
Finished goods |  |  | 254,061 |  |  |  | 262,086 |
Total inventories |  | $ | 518,994 |  |  | $ | 516,236 |

5 Goodwill and Other Intangibles
The carrying amount of goodwill was $1.3 billion at both September 28, 2024 and December
3
1,
2023
.
The Company’s intangible assets included in the consolidated balance sheets are detailed as follows (dollars in thousands):

|  | September 28, 2024 |  |  | December 31, 2023 |
|  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Weighted- Average Amortization Period |  |  | Gross Carrying Amount |  |  | Accumulated Amortization |  |  | Weighted- Average Amortization Period |
Capitalized software |  | $ | 695,610 |  |  | $ | 531,662 |  |  |  | 5 |  |  |  | years |  |  | $ | 660,273 |  |  | $ | 495,317 |  |  |  | 5 |  |  |  | years |
Purchased intangibles |  |  | 614,768 |  |  |  | 232,928 |  |  |  | 10 |  |  |  | years |  |  |  | 614,357 |  |  |  | 197,154 |  |  |  | 10 |  |  |  | years |
Trademarks |  |  | 9,680 |  |  |  | — |  |  |  | — |  |  |  |  |  |  |  | 9,680 |  |  |  | — |  |  |  | — |  |  |  |  |
Licenses |  |  | 15,430 |  |  |  | 9,832 |  |  |  | 7 |  |  |  | years |  |  |  | 14,798 |  |  |  | 8,429 |  |  |  | 7 |  |  |  | years |
Patents and other intangibles |  |  | 118,128 |  |  |  | 87,311 |  |  |  | 8 |  |  |  | years |  |  |  | 111,962 |  |  |  | 80,983 |  |  |  | 8 |  |  |  | years |
Total |  | $ | 1,453,616 |  |  | $ | 861,733 |  |  |  | 7 |  |  |  | years |  |  | $ | 1,411,070 |  |  | $ | 781,883 |  |  |  | 7 |  |  |  | years |

The Company capitalized intangible assets in the amounts of $11 million and $10 million in the three months ended September 28, 2024 and September 30, 2023, respectively, and $31 million and $455 million
in the nine months ended September 28, 2024 and Sep
tember
30, 2023, respectively. The increase in intangible assets in the nine months ended September 30, 2023 was a result of the Wyatt
acquisition.
17

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
The
gross carrying value of intangible assets and accumulated amortization for intangible assets increased by $11 million and $2 million, respectively, in the nine months ended September 28, 2024 due to the effects of foreign currency translation.
Amortization
expense for intangible assets was $28 million and $26
million for the three months ended September 28, 2024 and September 30, 2023, respectively. Amortization expense for intangible assets was
$79 million and $56 million for the nine months ended September 28, 2024 and September 30, 2023, respectively. Amortization expense for intangible assets is estimated to be $107 million per year for each of the next five years.
6 Debt
On July 12, 2024 the Company entered into a private Master Note Facility Agreement (the “Shelf Agreement”) 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 Investors LLC. 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.
The Company has a
five-year
, $2.0 billion revolving credit facility (the “Credit Facility”) that matures in September 2026. As of September 28, 2024 and December 31, 2023, the Credit Facility had a total of $0.6 billion and $1.1 billion outstanding, respectively.
The interest rates applicable under the Credit Facility are, at the Company’s option, equal to either the alternate base rate (which is a rate per annum equal to the greatest of (1) the prime rate in effect on such day, (2) the Federal Reserve Bank of New York Rate on such day plus 1⁄2 of 1% per annum and (3) the adjusted Term SOFR rate for a one-month interest period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day), plus 1% annum) or the applicable 1, 3 or 6 month adjusted Term SOFR or EURIBO rate for euro-denominated loans, in each case, plus an interest rate margin based upon the Company’s leverage ratio, which can range between 0 and 12.5 basis points for alternate base rate loans and between 80 and 112.5 basis points for Term SOFR or EURIBO rate loans. The facility fee on the Credit Facility ranges between 7.5 and 25 basis points per annum, based on the leverage ratio, of the amount of the revolving facility commitments and the outstanding term loan. The Credit Facility requires that the Company comply with an interest coverage ratio test of not less than 3.50:1 as of the end of any fiscal quarter for any period of four consecutive fiscal quarters and a leverage ratio test of not more than 3.50:1 as of the end of any fiscal quarter. In addition, the Credit Facility includes negative covenants, affirmative covenants, representations and warranties and events of default that are customary for investment grade credit facilities.
As of both September 28, 2024 and December 31, 2023, the Company had a total of $
1.3
billion of outstanding senior unsecured notes. Interest on the fixed rate senior unsecured notes is payable semi-annually each year. Interest on the floating rate senior unsecured notes is payable quarterly. The Company may prepay all or some of the senior unsecured notes at any time in an amount not less than 10% of the aggregate principal amount outstanding. In the event of a change in control of the Company (as defined in the note purchase agreement), the Company may be required to prepay the senior unsecured notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.
These senior unsecured notes require that the Company comply with an interest coverage ratio test of not less than 3.50:1 for any period of four consecutive fiscal quarters and a leverage ratio test of not more than 3.50:1 as of the end of any fiscal quarter. In addition, these senior unsecured notes include customary negative covenants, affirmative covenants, representations and warranties and events of default.
18

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
The Company had the following outstanding debt at September 28, 2024 and December 31, 2023 (in thousands):

|  | September 28, 2024 |  |  | December 31, 2023 |
Senior unsecured notes - Series G - 3.92 %, due June 2024 |  |  | — |  |  |  | 50,000 |
Total notes payable and debt, current |  |  | — |  |  |  | 50,000 |
Senior unsecured notes - Series K - 3.44 %, due May 2026 |  |  | 160,000 |  |  |  | 160,000 |
Senior unsecured notes - Series L - 3.31 %, due September 2026 |  |  | 200,000 |  |  |  | 200,000 |
Senior unsecured notes - Series M - 3.53 %, due September 2029 |  |  | 300,000 |  |  |  | 300,000 |
Senior unsecured notes - Series N - 1.68 %, due March 2026 |  |  | 100,000 |  |  |  | 100,000 |
Senior unsecured notes - Series O - 2.25 %, due March 2031 |  |  | 400,000 |  |  |  | 400,000 |
Senior unsecured notes - Series P - 4.91 %, due May 2028 |  |  | 50,000 |  |  |  | 50,000 |
Senior unsecured notes - Series Q - 4.91 %, due May 2030 |  |  | 50,000 |  |  |  | 50,000 |
Credit agreement |  |  | 570,000 |  |  |  | 1,050,000 |
Unamortized debt issuance costs |  |  | (3,752 | ) |  |  | (4,487 | )
Total long-term debt |  |  | 1,826,248 |  |  |  | 2,305,513 |
Total debt |  | $ | 1,826,248 |  |  | $ | 2,355,513 |

As of September 28, 2024 and December 31, 2023, the Company had a total amount available to borrow under the Credit Facility of $1.4 billion and $0.9 billion, respectively, after outstanding letters of credit. The weighted-average interest rates applicable to the senior unsecured notes and credit agreement borrowings collectively were 4.14% and 4.69% at September 28, 2024 and December 31, 2023, respectively. As of September 28, 2024, the Company was in compliance with all debt covenants.
The Company and its foreign subsidiaries also had available short-term lines of credit totaling $
1
13
million and $
114
million at September 28, 2024 and December 31, 2023, respectively, for the purpose of short-term borrowing and issuance of commercial guarantees. None of the Company’s foreign subsidiaries had outstanding short-term borrowings as of September 28, 2024 or December 31, 2023.
7 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 September 28, 2024. 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 arising from qualifying activities in Singapore increased the Company’s net income for the nine months ended September 28, 2024 and September 30, 2023 by $9 million and $11 million, respectively, and increased the Company’s net income per diluted share by $0.15 and $0.18, respectively.
The Company’s effective tax rate for the three months ended September 28, 2024 and September 30, 2023 was 16.6
%
and 12.2
%, respectively. The increase between the effective tax rates can be primarily attributed to the impact of discrete tax benefits in the prior year and differences in the proportionate amounts of
pre-tax
income recognized in jurisdictions with different effective tax rates.
The Company’s effective tax rate for the nine months ended September 28, 2024 and September 30, 2023 was 15.0% and 14.6
%, respectively. The increase between the effective tax rates can primarily be attributed to the impact of discrete tax benefits in the prior year and differences in the proportionate amounts of
pre-tax
income recognized in jurisdictions with different effective tax rates.
The Company accounts for its uncertain tax return positions in accordance with the accounting standards for income taxes, which require financial statement reporting of the expected future tax consequences of uncertain tax reporting positions on the presumption that all concerned tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances, but prohibit any discounting of unrecognized tax benefits associated with those reporting positions for the time value of money. The Company continues to classify interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes.
19

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
The
Company’s gross unrecognized tax benefits, excluding interest and penalties, at September 28, 2024 and September 30, 2023 were $15 million and $32 million, respectively. With limited exceptions, the Company is no longer subject to tax audit examinations in significant jurisdictions for the years ended on or before December 31, 2018. The Company continuously monitors the lapsing of statutes of limitations on potential tax assessments for related changes in the measurement of unrecognized tax benefits, related net interest and penalties, and deferred tax assets and liabilities.
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 three and nine months ended September 28, 2024. The Company continues to monitor the adoption of the Pillar Two rules in additional jurisdictions.
8 Litigation
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 it has meritorious arguments in its current litigation matters and believes any outcome, either individually or in the aggregate, will not be material to the Company’s financial position, results of operations or cash flows. During the nine months ended September 28, 2024, the Company recorded $12 million and paid $
10 million of patent litigation settlement and related costs.
9 Other Commitments and Contingencies
The Company licenses certain technology and software from third parties in the course of ordinary business. Future minimum license fees payable under existing license agreements as of September 28, 2024 are immaterial for the years ended December 31, 2024 and thereafter.
The Company enters into standard indemnification agreements in its ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners or customers, in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to its current products, as well as claims relating to property damage or personal injury resulting from the performance of services by the Company or its subcontractors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Historically, the Company’s costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and management accordingly believes the estimated fair value of these agreements is immaterial.
10 Earnings Per Share
Basic and diluted EPS calculations are detailed as follows (in thousands, except per share
data
):

|  | Three Months Ended September 28, 2024 |
|  | Net Income (Numerator) |  |  | Weighted- Average Shares (Denominator) |  |  | Per Share Amount |
Net income per basic common share |  | $ | 161,503 |  |  |  | 59,367 |  |  | $ | 2.72 |
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities |  |  | — |  |  |  | 137 |  |  |  | (0.01 | )
Net income per diluted common share |  | $ | 161,503 |  |  |  | 59,504 |  |  | $ | 2.71 |

20

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

|  | Three Months Ended September 30, 2023 |
|  | Net Income (Numerator) |  |  | Weighted- Average Shares (Denominator) |  |  | Per Share Amount |
Net income per basic common share |  | $ | 134,552 |  |  |  | 59,093 |  |  | $ | 2.28 |
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities |  |  | — |  |  |  | 162 |  |  |  | (0.01 | )
Net income per diluted common share |  | $ | 134,552 |  |  |  | 59,255 |  |  | $ | 2.27 |

|  | Nine Months Ended September 28, 2024 |
|  | Net Income (Numerator) |  |  | Weighted- Average Shares (Denominator) |  |  | Per Share Amount |
Net income per basic common share |  | $ | 406,436 |  |  |  | 59,314 |  |  | $ | 6.85 |
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities |  |  | — |  |  |  | 157 |  |  |  | (0.02 | )
Net income per diluted common share |  | $ | 406,436 |  |  |  | 59,471 |  |  | $ | 6.83 |

|  | Nine Months Ended September 30, 2023 |
|  | Net Income (Numerator) |  |  | Weighted- Average Shares (Denominator) |  |  | Per Share Amount |
Net income per basic common share |  | $ | 426,029 |  |  |  | 59,061 |  |  | $ | 7.21 |
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities |  |  | — |  |  |  | 201 |  |  |  | (0.02 | )
Net income per diluted common share |  | $ | 426,029 |  |  |  | 59,262 |  |  | $ | 7.19 |

The Company had
130
thousand stock options that were antidilutive due to having higher exercise prices than the Company’s average stock price during both the three and nine months ended September 28, 2024. For the three and nine months ended September 30, 2023, the Company had
355
thousand and
264
thousand stock options that were antidilutive, respectively. These securities were not included in the computation of diluted EPS. The effect of dilutive securities was calculated using the treasury stock method.
11 Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss are detailed as follows (in thousands):

|  | Currency Translation |  |  | Unrealized Loss on Retirement Plans |  |  | Unrealized Loss on Derivative Instruments |  |  | Accumulated Other Comprehensive Loss |
Balance at December 31, 2023 |  | $ | (128,359 | ) |  | $ | (3,501 | ) |  | $ | (2,260 | ) |  | $ | (134,120 | )
Other comprehensive income (loss), net of tax |  |  | 2,453 |  |  |  | (63 | ) |  |  | (555 | ) |  |  | 1,835 |
Balance at September 28, 2024 |  | $ | (125,906 | ) |  | $ | (3,564 | ) |  | $ | (2,815 | ) |  | $ | (132,285 | )

21

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
12 Business Segment Information
The Company’s business activities, for which discrete financial information is available, are regularly reviewed and evaluated by the chief operating decision maker. As a result of this evaluation, the Company determined that it has two operating segments: Waters
TM
and TA
TM
.
The Waters operating segment is primarily in the business of designing, manufacturing, selling and servicing LC and MS instruments, columns and other precision chemistry consumables that can be integrated and used along with other analytical instruments. Operations of the Wyatt business are part of the Waters operating segment. The TA operating segment is primarily in the business of designing, manufacturing, selling and servicing thermal analysis, rheometry and calorimetry instruments. The Company’s two operating segments have similar economic characteristics; product processes; products and services; types and classes of customers; methods of distribution; and regulatory environments. Because of these similarities, the two segments have been aggregated into one reporting segment for financial statement purposes.
Net sales for the Company’s products and services are as follows for the three and nine months ended September 28, 2024 and September 30, 2023 (in thousands):

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 28, 2024 |  |  | September 30, 2023 |  |  | September 28, 2024 |  |  | September 30, 2023 |
Product net sales: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Waters instrument systems |  | $ | 265,273 |  |  | $ | 262,142 |  |  | $ | 691,760 |  |  | $ | 786,293 |
Chemistry consumables |  |  | 138,935 |  |  |  | 128,650 |  |  |  | 414,227 |  |  |  | 398,084 |
TA instrument systems |  |  | 57,803 |  |  |  | 57,289 |  |  |  | 167,319 |  |  |  | 178,087 |
Total product sales |  |  | 462,011 |  |  |  | 448,081 |  |  |  | 1,273,306 |  |  |  | 1,362,464 |
Service net sales: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Waters service |  |  | 251,444 |  |  |  | 238,556 |  |  |  | 734,125 |  |  |  | 700,281 |
TA service |  |  | 26,850 |  |  |  | 25,055 |  |  |  | 78,242 |  |  |  | 74,197 |
Total service sales |  |  | 278,294 |  |  |  | 263,611 |  |  |  | 812,367 |  |  |  | 774,478 |
Total net sales |  | $ | 740,305 |  |  | $ | 711,692 |  |  | $ | 2,085,673 |  |  | $ | 2,136,942 |

22

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
Net sales are attributable to geographic areas based on the region of destination. Geographic sales information is presented below for the three and nine months ended September 28, 2024 and September 30, 2023 (in thousands):

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 28, 2024 |  |  | September 30, 2023 |  |  | September 28, 2024 |  |  | September 30, 2023 |
Net Sales: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Asia: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
China |  | $ | 100,049 |  |  | $ | 102,081 |  |  | $ | 285,899 |  |  | $ | 333,127 |
Japan |  |  | 43,096 |  |  |  | 40,069 |  |  |  | 111,995 |  |  |  | 123,943 |
Asia Other |  |  | 108,184 |  |  |  | 96,078 |  |  |  | 298,425 |  |  |  | 288,862 |
Total Asia |  |  | 251,329 |  |  |  | 238,228 |  |  |  | 696,319 |  |  |  | 745,932 |
Americas: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
United States |  |  | 236,182 |  |  |  | 231,773 |  |  |  | 670,952 |  |  |  | 673,033 |
Americas Other |  |  | 42,954 |  |  |  | 43,706 |  |  |  | 123,823 |  |  |  | 131,794 |
Total Americas |  |  | 279,136 |  |  |  | 275,479 |  |  |  | 794,775 |  |  |  | 804,827 |
Europe |  |  | 209,840 |  |  |  | 197,985 |  |  |  | 594,579 |  |  |  | 586,183 |
Total net sales |  | $ | 740,305 |  |  | $ | 711,692 |  |  | $ | 2,085,673 |  |  | $ | 2,136,942 |

Net sales by customer class are as follows for the three and nine months ended September 28, 2024 and September 30, 2023 (in thousands):

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 28, 2024 |  |  | September 30, 2023 |  |  | September 28, 2024 |  |  | September 30, 2023 |
Pharmaceutical |  | $ | 430,138 |  |  | $ | 421,535 |  |  | $ | 1,220,092 |  |  | $ | 1,233,177 |
Industrial |  |  | 227,740 |  |  |  | 209,449 |  |  |  | 644,459 |  |  |  | 648,754 |
Academic and government |  |  | 82,427 |  |  |  | 80,708 |  |  |  | 221,122 |  |  |  | 255,011 |
Total net sales |  | $ | 740,305 |  |  | $ | 711,692 |  |  | $ | 2,085,673 |  |  | $ | 2,136,942 |

23

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
Net sales for the Company recognized at a point in time versus over time are as follows for the three and nine months ended September 28, 2024 and September 30, 2023 (in thousands):

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 28, 2024 |  |  | September 30, 2023 |  |  | September 28, 2024 |  |  | September 30, 2023 |
Net sales recognized at a point in time: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Instrument systems |  | $ | 323,076 |  |  | $ | 319,431 |  |  | $ | 859,079 |  |  | $ | 964,380 |
Chemistry consumables |  |  | 138,935 |  |  |  | 128,650 |  |  |  | 414,227 |  |  |  | 398,084 |
Service sales recognized at a point in time (time & materials) |  |  | 91,045 |  |  |  | 88,545 |  |  |  | 266,445 |  |  |  | 269,464 |
Total net sales recognized at a point in time |  |  | 553,056 |  |  |  | 536,626 |  |  |  | 1,539,751 |  |  |  | 1,631,928 |
Net sales recognized over time: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Service and software maintenance sales recognized over time (contracts) |  |  | 187,249 |  |  |  | 175,066 |  |  |  | 545,922 |  |  |  | 505,014 |
Total net sales |  | $ | 740,305 |  |  | $ | 711,692 |  |  | $ | 2,085,673 |  |  | $ | 2,136,942 |

13 Recent Accounting Standard Changes and Developments
Recently Issued Accounting Standards
There were no
additions to the new accounting pronouncements not yet adopted as described in our Annual Report on Form
10-K
for the year ended December 31, 2023. Other amendments to U.S. GAAP that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.
24

##### Table of Contents

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

Wyatt Acquisition

On May 16, 2023, the Company completed the acquisition of Wyatt Technology, LLC and its three operating subsidiaries, Wyatt Technology Europe GmbH, Wyatt Technology France and Wyatt Technology UK Ltd. (collectively, “Wyatt”), for a total purchase price of $1.3 billion in cash. Wyatt is a pioneer in innovative light scattering and field-flow fractionation instruments, software, accessories, and services. The acquisition expanded Waters’ portfolio and increase exposure to large molecule applications. The Company financed this transaction with a combination of cash on its balance sheet and borrowings under its revolving credit facility. The Company’s financial results for the three and nine months ended September 28, 2024 include the financial results of Wyatt. The Company’s financial results for the first nine months of 2023 only include four-and-a-half months of Wyatt’s financial results as the closing of the acquisition occurred during the second quarter of 2023.

Financial Overview

The Company’s operating results are as follows for the three and nine months ended September 28, 2024 and September 30, 2023 (dollars in thousands, except per share data):

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 28, 2024 |  |  | September 30, 2023 |  |  | % change |  |  | September 28, 2024 |  |  | September 30, 2023 |  |  | % change |
Revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Product sales |  | $ | 462,011 |  |  | $ | 448,081 |  |  |  | 3 | % |  | $ | 1,273,306 |  |  | $ | 1,362,464 |  |  |  | (7 | %)
Service sales |  |  | 278,294 |  |  |  | 263,611 |  |  |  | 6 | % |  |  | 812,367 |  |  |  | 774,478 |  |  |  | 5 | %
Total net sales |  |  | 740,305 |  |  |  | 711,692 |  |  |  | 4 | % |  |  | 2,085,673 |  |  |  | 2,136,942 |  |  |  | (2 | %)
Costs and operating expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of sales |  |  | 301,655 |  |  |  | 291,407 |  |  |  | 4 | % |  |  | 851,685 |  |  |  | 876,863 |  |  |  | (3 | %)
Selling and administrative expenses |  |  | 169,097 |  |  |  | 186,748 |  |  |  | (9 | %) |  |  | 516,880 |  |  |  | 555,657 |  |  |  | (7 | %)
Research and development expenses |  |  | 45,336 |  |  |  | 41,995 |  |  |  | 8 | % |  |  | 136,113 |  |  |  | 130,559 |  |  |  | 4 | %
Purchased intangibles amortization |  |  | 11,759 |  |  |  | 12,116 |  |  |  | (3 | %) |  |  | 35,337 |  |  |  | 20,410 |  |  |  | 73 | %
Litigation provision |  |  | 1,326 |  |  |  | — |  |  |  | 100 | % |  |  | 11,568 |  |  |  | — |  |  |  | 100 | %
Operating income |  |  | 211,132 |  |  |  | 179,426 |  |  |  | 18 | % |  |  | 534,090 |  |  |  | 553,453 |  |  |  | (3 | %)
Operating income as a % of sales |  |  | 28.5 | % |  |  | 25.2 | % |  |  |  |  |  |  | 25.6 | % |  |  | 25.9 | % |  |  |  |
Other (expense) income, net |  |  | (338 | ) |  |  | 328 |  |  |  | (203 | %) |  |  | 1,619 |  |  |  | 1,364 |  |  |  | 19 | %
Interest expense, net |  |  | (17,177 | ) |  |  | (26,559 | ) |  |  | (35 | %) |  |  | (57,824 | ) |  |  | (56,174 | ) |  |  | 3 | %
Income before income taxes |  |  | 193,617 |  |  |  | 153,195 |  |  |  | 26 | % |  |  | 477,885 |  |  |  | 498,643 |  |  |  | (4 | %)
Provision for income taxes |  |  | 32,114 |  |  |  | 18,643 |  |  |  | 72 | % |  |  | 71,449 |  |  |  | 72,614 |  |  |  | (2 | %)
Net income |  | $ | 161,503 |  |  | $ | 134,552 |  |  |  | 20 | % |  | $ | 406,436 |  |  | $ | 426,029 |  |  |  | (5 | %)
Net income per diluted common share |  | $ | 2.71 |  |  | $ | 2.27 |  |  |  | 19 | % |  | $ | 6.83 |  |  | $ | 7.19 |  |  |  | (5 | %)

25

##### Table of Contents

The Company’s net sales increased 4% in the third quarter of 2024, as compared to the third quarter of 2023, with foreign currency translation having minimal impact on total sales growth. For the first nine months of 2024, the Company’s net sales decreased 2%, with the effect of foreign currency translation decreasing sales growth by 1% as compared to the first nine months of 2023. The net sales growth in the third quarter of 2024 was driven by strong customer demand across most major geographies, end markets, and product categories. For the first nine months of 2024, the Company’s net sales were negatively impacted by our customers delaying purchases of our instrument systems as they remained cautious with their capital spending during the first half of 2024; except in India, where sales growth increased 15% for the first nine months of 2024. The Wyatt acquisition increased sales growth by 2% for the first nine months of 2024. In addition, the Company’s first nine months of 2024 had one less calendar day than the first nine months of 2023. At current foreign currency exchange rates, the Company expects that foreign currency translation will have a negative impact on sales for the remainder of 2024.

Instrument system sales increased 1% for the third quarter of 2024 primarily driven by the increase in customer demand across our existing and newly introduced LC, LC-MS and Thermal Analysis instrument system sales. Instrument system sales decreased 11% for the first nine months of 2024 primarily driven by weaker customer demand across all major regions during the first half of 2024 caused by delayed capital spending. This decline in instrument system sales was broad-based across all of our instrument systems and was led by our mass spectrometry instrument systems, which are higher priced instruments that are significantly impacted by the timing and level of funding our academic and government customers receive. The Wyatt acquisition increased instrument system sales growth by 3% for the first nine months of 2024. Foreign currency translation had minimal impact on instrument system sales growth for both the third quarter and first nine months of 2024.

Recurring revenues (combined sales of precision chemistry consumables and services) increased 6% and 5% for the third quarter and first nine months of 2024, respectively, with foreign currency translation decreasing sales growth by 1% for both the third quarter and first nine months of 2024. Service revenues increased 6% and 5% for the third quarter and first nine months of 2024, respectively. Wyatt contributed 1% to service revenue growth for the first nine months of 2024. Chemistry sales growth increased 8% and 4% for the third quarter and first nine months of 2024, respectively.

Operating income increased 18% for the third quarter of 2024 primarily due to higher sales volume and cost savings from recent workforce reductions being partially offset by an increase in annual incentive compensation. In addition, the increase in operating income was impacted by $23 million of severance-related costs incurred in the third quarter of 2023 in connection with a worldwide reduction in the Company’s workforce.

Operating income decreased 3% for the first nine months of 2024, due to lower sales volume and the increases in annual incentive compensation expense, purchased intangibles amortization associated with the Wyatt acquisition, severance-related costs associated with a workforce reduction in China in the first quarter of 2024 and certain litigation settlements. In addition, the change in operating income was also impacted by the cost savings from the workforce reductions and the costs incurred in the first nine months of 2023, which included $13 million of transaction costs related to the Wyatt acquisition and $27 million of severance-related costs in connection with a worldwide reduction in the Company’s workforce in 2023. The negative effect of foreign currency translation lowered operating income by approximately $3 million and $19 million for the third quarter and first nine months of 2024, respectively.

The Company generated $522 million and $373 million of net cash from operating activities in the first nine months of 2024 and 2023, respectively, driven by lower annual incentive bonus payments and an improvement in working capital in the current year. Net cash used in investing activities included capital expenditures related to property, plant, equipment and software capitalization of $90 million and $119 million in the first nine months of 2024 and 2023, respectively, primarily due to the completion of the Company’s new manufacturing facilities.

26

##### Table of Contents

Results of Operations

Sales by Geography

Geographic sales information is presented below for the three and nine months ended September 28, 2024 and September 30, 2023 (dollars in thousands):

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 28, 2024 |  |  | September 30, 2023 |  |  | % change |  |  | September 28, 2024 |  |  | September 30, 2023 |  |  | % change |
Net Sales: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Asia: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
China |  | $ | 100,049 |  |  | $ | 102,081 |  |  |  | (2 | %) |  | $ | 285,899 |  |  | $ | 333,127 |  |  |  | (14 | %)
Japan |  |  | 43,096 |  |  |  | 40,069 |  |  |  | 8 | % |  |  | 111,995 |  |  |  | 123,943 |  |  |  | (10 | %)
Asia Other |  |  | 108,184 |  |  |  | 96,078 |  |  |  | 13 | % |  |  | 298,425 |  |  |  | 288,862 |  |  |  | 3 | %
Total Asia |  |  | 251,329 |  |  |  | 238,228 |  |  |  | 5 | % |  |  | 696,319 |  |  |  | 745,932 |  |  |  | (7 | %)
Americas: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
United States |  |  | 236,182 |  |  |  | 231,773 |  |  |  | 2 | % |  |  | 670,952 |  |  |  | 673,033 |  |  |  | — |
Americas Other |  |  | 42,954 |  |  |  | 43,706 |  |  |  | (2 | %) |  |  | 123,823 |  |  |  | 131,794 |  |  |  | (6 | %)
Total Americas |  |  | 279,136 |  |  |  | 275,479 |  |  |  | 1 | % |  |  | 794,775 |  |  |  | 804,827 |  |  |  | (1 | %)
Europe |  |  | 209,840 |  |  |  | 197,985 |  |  |  | 6 | % |  |  | 594,579 |  |  |  | 586,183 |  |  |  | 1 | %
Total net sales |  | $ | 740,305 |  |  | $ | 711,692 |  |  |  | 4 | % |  | $ | 2,085,673 |  |  | $ | 2,136,942 |  |  |  | (2 | %)

Geographically, the Company’s sales growth in the third quarter of 2024 was broad-based across most major regions, with the exception of China and Americas Other, which both declined 2%. The decline in China was primarily driven by lower demand for our instrument systems. Excluding China, the Company’s net sales increased 5% for the third quarter of 2024. During the third quarter of 2024, sales increased 6% in Europe, 2% in the U.S., and 13% in Asia Other. Foreign currency translation increased sales growth by 2% in Europe and decreased sales growth by 3% in Japan in the third quarter of 2024.

During the first nine months of 2024, the Company’s sales declined 2% and were negatively impacted by our customers delaying purchases of our instrument systems as they remained cautious with their capital spending during the first half of 2024. The strong sales growth in India was offset by weakness across most other major regions. Excluding China, the Company’s net sales were flat for the first nine months of 2024. The Wyatt acquisition increased sales growth by 2% and foreign currency translation decreased sales growth by 1% in the first nine months of 2024. Foreign currency translation increased sales growth by 2% in Europe and decreased sales growth by 8% in Japan in the first nine months of 2024.

27

##### Table of Contents

Sales by Trade Class

Net sales by customer class are presented below for the three and nine months ended September 28, 2024 and September 30, 2023 (dollars in thousands):

|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 28, 2024 |  |  | September 30, 2023 |  |  | % change |  |  | September 28, 2024 |  |  | September 30, 2023 |  |  | % change |
Pharmaceutical |  | $ | 430,138 |  |  | $ | 421,535 |  |  |  | 2 | % |  | $ | 1,220,092 |  |  | $ | 1,233,177 |  |  |  | (1 | %)
Industrial |  |  | 227,740 |  |  |  | 209,449 |  |  |  | 9 | % |  |  | 644,459 |  |  |  | 648,754 |  |  |  | (1 | %)
Academic and government |  |  | 82,427 |  |  |  | 80,708 |  |  |  | 2 | % |  |  | 221,122 |  |  |  | 255,011 |  |  |  | (13 | %)
Total net sales |  | $ | 740,305 |  |  | $ | 711,692 |  |  |  | 4 | % |  | $ | 2,085,673 |  |  | $ | 2,136,942 |  |  |  | (2 | %)

During the third quarter of 2024, sales to pharmaceutical customers increased 2%, as growth in Europe, India, and Japan was partially offset by weakness in the U.S. and China. Foreign currency translation decreased pharmaceutical sales growth by 1%. Combined sales to industrial customers, which include material characterization, food, environmental and fine chemical markets, increased 9% in the third quarter of 2024, with foreign currency translation increasing sales growth by 2%. Combined sales to academic and government customers increased 2% in the third quarter of 2024, with foreign currency translation increasing sales growth by 2%.

During the first nine months of 2024, sales to pharmaceutical customers decreased 1%, primarily driven by weakness in customer demand in China, with foreign currency translation decreasing pharmaceutical sales growth by 1% and Wyatt contributing 2%. Combined sales to industrial customers decreased 1%, with foreign currency having minimal impact on sales growth and Wyatt contributing 1% to industrial sales growth. 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. Combined sales to academic and government customers decreased 13%, with foreign currency translation increasing sales growth by 1% and Wyatt contributing 2% to the Company’s academic and government sales growth. This overall decline in sales of 13% to our academic and government customers in the first nine months of 2024 compares to a 20% increase in academic and government sales in the first nine months of 2023, which represents a two-year compound annual growth rate of 2%.

28

##### Table of Contents

Waters Products and Services Net Sales

Net sales for Waters products and services were as follows for the three and nine months ended September 28, 2024 and September 30, 2023 (dollars in thousands):

|  | Three Months Ended |
|  | September 28, 2024 |  |  | % of Total |  |  | September 30, 2023 |  |  | % of Total |  |  | % change |
Waters instrument systems |  | $ | 265,273 |  |  |  | 40 | % |  | $ | 262,142 |  |  |  | 42 | % |  |  | 1 | %
Chemistry consumables |  |  | 138,935 |  |  |  | 22 | % |  |  | 128,650 |  |  |  | 20 | % |  |  | 8 | %
Total Waters product sales |  |  | 404,208 |  |  |  | 62 | % |  |  | 390,792 |  |  |  | 62 | % |  |  | 3 | %
Waters service |  |  | 251,444 |  |  |  | 38 | % |  |  | 238,556 |  |  |  | 38 | % |  |  | 5 | %
Total Waters net sales |  | $ | 655,652 |  |  |  | 100 | % |  | $ | 629,348 |  |  |  | 100 | % |  |  | 4 | %

|  | Nine Months Ended |
|  | September 28, 2024 |  |  | % of Total |  |  | September 30, 2023 |  |  | % of Total |  |  | % change |
Waters instrument systems |  | $ | 691,760 |  |  |  | 38 | % |  | $ | 786,293 |  |  |  | 42 | % |  |  | (12 | %)
Chemistry consumables |  |  | 414,227 |  |  |  | 22 | % |  |  | 398,084 |  |  |  | 21 | % |  |  | 4 | %
Total Waters product sales |  |  | 1,105,987 |  |  |  | 60 | % |  |  | 1,184,377 |  |  |  | 63 | % |  |  | (7 | %)
Waters service |  |  | 734,125 |  |  |  | 40 | % |  |  | 700,281 |  |  |  | 37 | % |  |  | 5 | %
Total Waters net sales |  | $ | 1,840,112 |  |  |  | 100 | % |  | $ | 1,884,658 |  |  |  | 100 | % |  |  | (2 | %)

Waters products and service sales increased 4% for the third quarter of 2024 and decreased 2% for the first nine months of 2024, with the effect of foreign currency translation having minimal impact on sales growth for the third quarter of 2024 and decreasing sales growth by 1% for the first nine months of 2024. The contribution from Wyatt increased Waters products and service sales growth by 2% for the first nine months of 2024.

Waters instrument system sales increased by 1% for the third quarter of 2024 and decreased 12% for the first nine months of 2024, due to weaker customer demand for our instrument systems led by the decline in sales of mass spectrometry instrument systems. Wyatt’s instrument system sales contributed 4% to Waters instrument system sales growth for the first nine months of 2024. The increase in Waters chemistry consumables sales was primarily due to the continued demand in most major geographies, driven by the uptake in columns and application-specific testing kits to pharmaceutical and industrial customers. Waters service sales increased 5% for both the third quarter and first nine months of 2024 due to higher service demand billing in most major regions, partially offset by the negative impact from foreign currency translation which decreased service sales growth by 1% for both the third quarter and first nine months of 2024. Wyatt service revenues added 1% to Waters service revenue growth for the first nine months of 2024.

29

##### Table of Contents

TA Product and Services Net Sales

Net sales for TA products and services were as follows for the three and nine months ended September 28, 2024 and September 30, 2023 (dollars in thousands):

|  | Three Months Ended |
|  | September 28, 2024 |  |  | % of Total |  |  | September 30, 2023 |  |  | % of Total |  |  | % change |
TA instrument systems |  | $ | 57,803 |  |  |  | 68 | % |  | $ | 57,289 |  |  |  | 70 | % |  |  | 1 | %
TA service |  |  | 26,850 |  |  |  | 32 | % |  |  | 25,055 |  |  |  | 30 | % |  |  | 7 | %
Total TA net sales |  | $ | 84,653 |  |  |  | 100 | % |  | $ | 82,344 |  |  |  | 100 | % |  |  | 3 | %

|  | Nine Months Ended |
|  | September 28, 2024 |  |  | % of Total |  |  | September 30, 2023 |  |  | % of Total |  |  | % change |
TA instrument systems |  | $ | 167,319 |  |  |  | 68 | % |  | $ | 178,087 |  |  |  | 71 | % |  |  | (6 | %)
TA service |  |  | 78,242 |  |  |  | 32 | % |  |  | 74,197 |  |  |  | 29 | % |  |  | 5 | %
Total TA net sales |  | $ | 245,561 |  |  |  | 100 | % |  | $ | 252,284 |  |  |  | 100 | % |  |  | (3 | %)

TA sales growth for the third quarter of 2024 was broad-based across most major geographies, with the exception of China, and was primarily driven by strong customer demand for our thermal analysis instruments and services. During the first nine months of 2024, TA sales decreased 3% due to lower customer demand for TA instrument systems across most major regions. Foreign currency translation increased sales by 1% for the third quarter and decreased 1% for the first nine months of 2024.

Cost of Sales

Cost of sales increased 4% in the third quarter of 2024 and decreased 3% in the first nine months of 2024. The increase in the third quarter is primarily due to higher sales volume, while the decrease in the first nine months of 2024 is primarily due to lower sales volume and changes in 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. At current foreign currency exchange rates, the Company expects foreign currency translation to decrease gross profit during 2024.

Selling and Administrative Expenses

Selling and administrative expenses decreased 9% and 7% in the third quarter and first nine months of 2024, respectively, as the cost savings from the recent workforce reductions that occurred in March 2024 and the absence of costs incurred in the prior year relating to severance charges in connection with the 2023 workforce reduction, the Wyatt acquisition-related retention expenses and the Wyatt acquisition costs were partially offset by an increase in annual incentive compensation expenses. The effect of foreign currency translation had minimal impact on selling and administrative expenses for the third quarter of 2024 and decreased expenses by 1% for the first nine months of 2024.

As a percentage of net sales, selling and administrative expenses were 22.8% and 24.8% for the third quarter and first nine months of 2024, respectively, and 26.2% and 26.0% for the third quarter and first nine months of 2023, respectively.

Research and Development Expenses

Research and development expenses increased 8% and 4% in the third quarter and first nine months of 2024, respectively. The increase in these periods was driven by costs associated with the development of new product and technology initiatives. The impact of foreign currency exchange increased expenses by 3% for both the third quarter and first nine months of 2024.

30

##### Table of Contents

Purchased Intangibles Amortization

The increase in purchased intangibles amortization of $15 million in the first nine months of 2024, is due to the Wyatt acquisition intangible assets.

Litigation Provisions

The Company incurred $12 million of litigation provisions in the first nine months of 2024, primarily related to a patent litigation settlement.

Interest Expense, net

Interest expense, net decreased $9 million in the third quarter of 2024 as a result of lower average outstanding debt as compared to the third quarter of 2023. For the first nine months of 2024, interest expense increased $2 million as a result of slightly higher average outstanding debt as compared to the first nine months of 2023. The average outstanding debt in these periods was 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 $755 million of debt since the completion of the acquisition.

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 September 28, 2024. 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 $9 million and $11 million and increased the Company’s net income per diluted share by $0.15 and $0.18 for the third quarter of 2024 and 2023, respectively.

The Company’s effective tax rate for the third quarter of 2024 and 2023 was 16.6% and 12.2%, respectively. The increase in the effective tax rate can be primarily attributed to the impact of discrete tax benefits in the prior year and differences in the proportionate amounts of pre-tax income recognized in jurisdictions with different effective tax rates.

The Company’s effective tax rate for the first nine months of 2024 and 2023 was 15.0% and 14.6%, respectively. The increase in the effective tax rate can be attributed to the impact of discrete tax benefits in the prior year and 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 third quarter and first nine months of 2024. The Company continues to monitor the adoption of the Pillar Two rules in additional jurisdictions.

31

##### Table of Contents

Liquidity and Capital Resources

Condensed Consolidated Statements of Cash Flows (in thousands):

|  | Nine Months Ended |
|  | September 28, 2024 |  |  | September 30, 2023 |
Net income |  | $ | 406,436 |  |  | $ | 426,029 |
Depreciation and amortization |  |  | 143,250 |  |  |  | 117,845 |
Stock-based compensation |  |  | 32,993 |  |  |  | 32,224 |
Deferred income taxes |  |  | (1,967 | ) |  |  | 267 |
Change in accounts receivable |  |  | 27,457 |  |  |  | 100,327 |
Change in inventories |  |  | (2,032 | ) |  |  | (81,415 | )
Change in accounts payable and other current liabilities |  |  | 36,485 |  |  |  | (130,065 | )
Change in deferred revenue and customer advances |  |  | 37,972 |  |  |  | 38,959 |
Other changes |  |  | (158,610 | ) |  |  | (131,484 | )
Net cash provided by operating activities |  |  | 521,984 |  |  |  | 372,687 |
Net cash used in investing activities |  |  | (91,910 | ) |  |  | (1,404,321 | )
Net cash (used in) provided by financing activities |  |  | (503,097 | ) |  |  | 885,438 |
Effect of exchange rate changes on cash and cash equivalents |  |  | 8,461 |  |  |  | 2,081 |
Decrease in cash and cash equivalents |  | $ | (64,562 | ) |  | $ | (144,115 | )

Cash Flow from Operating Activities

Net cash provided by operating activities was $522 million and $373 million during the first nine months of 2024 and 2023, respectively. The increase in 2024 operating cash flow was primarily a result of higher cash collections, lower inventory levels and lower incentive bonus payments, partially offset by lower net income. 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 timing of sales. Days sales outstanding was 82 days at September 28, 2024 and 81 days at September 30, 2023.

| • |  | The change in inventory can primarily be attributed to the reduction in our production plan as a result of the decline in sales.

| • |  | The change in accounts payable and other current liabilities for the nine months ended September 28, 2024 compared to 2023 were attributable to lower annual incentive payments of $48 million, lower tax payments of $38 million in the current year and the timing of payments to vendors.

| • |  | 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 $92 million and $1.4 billion in the first nine months of 2024 and 2023, respectively. Additions to fixed assets and capitalized software were $90 million and $119 million in the first nine months of 2024 and 2023, respectively, primarily due to the completion of the Company’s new manufacturing facilities.

During the first nine months of 2024 and 2023, the Company purchased $3 million and $2 million of investments, respectively, while $3 million and $2 million of investments matured, respectively, and were used for financing activities described below.

On May 16, 2023, the Company completed the acquisition of 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.

32

##### Table of Contents

Cash Flow from Financing Activities

The Company has a credit agreement with an aggregate borrowing capacity of $2.0 billion. As of September 28, 2024, the Company had a total of $1.8 billion in outstanding debt, which consisted of $1.3 billion in outstanding senior unsecured notes and $570 million borrowed under its credit agreement. The Company’s net debt borrowings decreased by $530 million and increased by $0.9 billion during the first nine months of 2024 and 2023, respectively, with the prior year increase primarily being due to the funding of the Wyatt acquisition.

In July 2024, the Company entered into a private Master Note Facility Agreement (the “Shelf Agreement”) 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 amount of $200 million. The Company entered into the Shelf Agreement to increase its borrowing capacity for general corporate purposes. The Company has not issued any Shelf Notes pursuant to the Shelf Agreement through the date of these financial statements.

As of September 28, 2024, the Company had entered into interest rate cross-currency swap derivative agreements with durations up to three years with an aggregate 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. As a result of entering into these agreements, the Company lowered net interest expense by approximately $8 million during both the first nine months of 2024 and 2023. The Company anticipates that these swap agreements will lower net interest expense by approximately $10 million in 2024.

In December 2023, the Company’s Board of Directors authorized the extension of its existing share repurchase program through January 21, 2025. The Company’s remaining authorization is $1.0 billion. During the first nine months of 2023, the Company repurchased $58 million of the Company’s outstanding common stock under the Company’s share repurchase program. In addition, the Company repurchased $13 million and $12 million of common stock related to the vesting of restricted stock units during the first nine months of 2024 and 2023, respectively. The Company believes that it has the financial flexibility to fund these share repurchases, as well as to invest in research, technology and business acquisitions, given current cash levels and debt borrowing capacity.

The Company received $25 million and $18 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 nine months of 2024 and 2023, respectively.

The Company had cash, cash equivalents and investments of $331 million as of September 28, 2024. The majority of the Company’s cash and cash equivalents are generated from foreign operations, with $287 million held by foreign subsidiaries at September 28, 2024, of which $234 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, 2023, as filed with the SEC on February 27, 2024. The Company reviewed its contractual obligations and commercial commitments as of September 28, 2024 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 2024, 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.

33

##### Table of Contents

Critical Accounting Policies and Estimates

In the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 27, 2024, 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 nine months ended September 28, 2024. The Company did not make any changes in those policies during the nine months ended September 28, 2024.

New Accounting Pronouncements

Please refer to Note 13, 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, changes in 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 and the Chinese government’s ongoing tightening of restrictions on procurement by government-funded customers;

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

| • |  | risks related to the effects of any pandemic on our business, financial condition, results of operations and prospects;

| • |  | 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;

34

##### Table of Contents

| • |  | 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;

| • |  | 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 technology, including attempts by third parties to defeat the security measures of the Company and its third-party partners;

| • |  | 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, 2023, as filed with the SEC on February 27, 2024. 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.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to the risk of interest rate fluctuations from the investments of cash generated from operations. Investments with maturities greater than 90 days are classified as investments and are held primarily in U.S. dollar-denominated treasury bills and commercial paper, bank deposits and corporate debt securities. As of September 28, 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.

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 September 28, 2024 and December 31, 2023, $287 million out of $331 million and $321 million out of $396 million, respectively, of the Company’s total cash, cash equivalents and investments were held by foreign subsidiaries. In addition, $234 million out of $331 million and $233 million out of $396 million of cash, cash equivalents and investments were held in currencies other than the U.S. dollar at September 28, 2024 and December 31, 2023, respectively. As of September 28, 2024, the Company had no holdings in auction rate securities or commercial paper issued by structured investment vehicles.

35

##### Table of Contents

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 September 28, 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.

There have been no other material changes in the Company’s market risk during the nine months ended September 28, 2024. 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, 2023, as filed with the SEC on February 27, 2024.

Item 4: 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 September 28, 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.

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 September 28, 2024 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 nine months ended September 28, 2024 as described in Item 3 of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 27, 2024, other than the $12 million litigation costs primarily related to patent settlements recorded in the nine months ended September 28, 2024.

Item 1A: 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, 2023, as filed with the SEC on February 27, 2024. The Company reviewed its risk factors as of September 28, 2024 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.

36

##### Table of Contents

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer

During the three months ended September 28, 2024, the Company purchased 216, 58 and 159 shares at a cost of $66 thousand, $20 thousand and $55 thousand with average prices paid of $304.43, $340.26 and $347.55 during fiscal July, August and September, respectively, of equity securities registered by the Company under the Exchange Act.

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. As of September 28, 2024, 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.

37

##### Table of Contents

Item 5:
Other Information
Insider Trading Arrangements and Related Disclosures
None.
38

##### Table of Contents

Item 6: Exhibits

Exhibit Number |  | Description of Document
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 September 28, 2024, 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).

(*) | 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.

39

##### Table of Contents

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: November 1, 2024

40