Table of Contents
 
 
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 July 3,October 2, 2021
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 July 30,October 29, 2021:
61,363,39961,036,269
 
 
 

Table of Contents
WATERS CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM
10-Q
INDEX
 
Page
PART I
  
FINANCIAL INFORMATION
Item 1.
   
Item 1.     3 
  3
   4 
     5 
     6 
     7 
     8 
     9 
     10 
Item 2.
     3034 
Item 3.
     4148 
Item 4.
     4149 
PART II
  
OTHER INFORMATION
  
Item 1.
     4249 
Item 1A.
     4250 
Item 2.
     4250 
Item 6.
     
4
3
51
 
     
4
4
52
 

Item 1:
 Financial Statements
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
 
  
July 3, 2021
 
December 31, 2020
   
October 2, 2021
 
December 31, 2020
 
  
(In thousands, except per share data)
   
(In thousands, except per share data)
 
ASSETS
          
Current assets:
          
Cash and cash equivalents
  $460,056  $436,695   $524,702  $436,695 
Investments
   203,566   6,451    130,490   6,451 
Accounts receivable, net
   543,072   573,316    532,957   573,316 
Inventories
   348,770   304,281    388,756   304,281 
Other current assets
   83,086   80,290    81,171   80,290 
  
 
  
 
   
 
  
 
 
Total current assets
   1,638,550   1,401,033    1,658,076   1,401,033 
Property, plant and equipment, net
   527,135   494,003    530,061   494,003 
Intangible assets, net
   246,836   258,645    246,080   258,645 
Goodwill
   439,826   444,362    436,754   444,362 
Operating lease assets
   88,871   93,252    84,845   93,252 
Other assets
   162,429   148,625    160,099   148,625 
  
 
  
 
   
 
  
 
 
Total assets
  $3,103,647  $2,839,920   $3,115,915  $2,839,920 
  
 
  
 
 
   
 
  
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
          
Current liabilities:
          
Notes payable and debt
  $0    $150,000   $0    $150,000 
Accounts payable
   83,249   72,212    88,904   72,212 
Accrued employee compensation
   48,282   72,166    76,182   72,166 
Deferred revenue and customer advances
   284,765   198,240    262,758   198,240 
Current operating lease liabilities
   27,583   27,764    26,839   27,764 
Accrued income taxes
   52,583   76,558    61,404   76,558 
Accrued warranty
   10,810   10,950    10,496   10,950 
Other current liabilities
   173,746   197,093    145,306   197,093 
  
 
  
 
   
 
  
 
 
Total current liabilities
   681,018   804,983    671,889   804,983 
Long-term liabilities:
          
Long-term debt
   1,603,367   1,206,515    1,613,618   1,206,515 
Long-term portion of retirement benefits
   74,794   72,620    72,664   72,620 
Long-term income tax liabilities
   319,121   357,493    319,161   357,493 
Long-term operating lease liabilities
   61,404   68,197    58,381   68,197 
Other long-term liabilities
   95,670   97,968    84,980   97,968 
  
 
  
 
   
 
  
 
 
Total long-term liabilities
   2,154,356   1,802,793    2,148,804   1,802,793 
  
 
  
 
   
 
  
 
 
Total liabilities
   2,835,374   2,607,776    2,820,693   2,607,776 
 
Commitments and contingencies (Notes 6, 7 and 11)
              
 
Stockholders’ equity:
          
Preferred stock, par value $0.01 per share, 5,000 shares authorized, 0ne issued at July 3, 2021 and December 31, 2020
   0     0—   
Common stock, par value $0.01 per share, 400,000 shares authorized, 162,017 and 161,666 shares issued, 61,481 and 62,309 shares outstanding at July 3, 2021
and December 31, 2020, respectively
   1,620   1,617 
Preferred stock, par value $0.01 per share, 5,000 shares authorized, 0ne issued at October 2, 2021 and December 31, 2020
   0     0—   
Common stock, par value $0.01 per share, 400,000 shares authorized, 162,075 and 161,666 shares issued, 61,167 and 62,309 shares outstanding at October 2, 2021 and December 31, 2020, respectively
   1,621   1,617 
Additional
paid-in
capital
   2,090,052   2,029,465    2,106,301   2,029,465 
Retained earnings
   7,423,408   7,107,989    7,584,593   7,107,989 
Treasury stock, at cost, 100,536 and 99,357 shares at July 3, 2021 and December 31, 2020, respectively
   (9,135,628  (8,788,984
Treasury stock, at cost, 100,908 and 99,357 shares at October 2, 2021 and December 31, 2020, respectively
   (9,281,679  (8,788,984
Accumulated other comprehensive loss
   (111,179  (117,943   (115,614  (117,943
  
 
  
 
   
 
  
 
 
Total stockholders’ equity
   268,273   232,144    295,222   232,144 
  
 
  
 
   
 
  
 
 
Total liabilities and stockholders’ equity
  $3,103,647  $2,839,920   $3,115,915  $2,839,920 
  
 
  
 
   
 
  
 
 
 
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
   
Three Months Ended
 
  
July 3, 2021
 
June 27, 2020
   
October 2, 2021
 
September 26, 2020
 
  
(In thousands, except per share data)
   
(In thousands, except per share data)
 
Revenues:
          
Product sales
  $440,955  $314,920   $419,133  $376,239 
 
Service sales
   240,692   205,064    240,100   217,545 
  
 
  
 
   
 
  
 
 
 
Total net sales
   681,647   519,984    659,233   593,784 
 
Costs and operating expenses:
          
Cost of product sales
   176,745   134,802    171,364   166,330 
 
Cost of service sales
   103,509   78,332    99,764   96,012 
 
Selling and administrative expenses
   158,213   117,449    152,545   135,430 
 
Research and development expenses
   44,949   31,155    41,986   34,971 
 
Purchased intangibles amortization
   1,809   2,618    1,759   2,657 
 
Litigation provision
   0     514 
  
 
  
 
   
 
  
 
 
Total costs and operating expenses
   485,225   364,870    467,418   435,400 
  
 
  
 
   
 
  
 
 
Operating income
   196,422   155,114    191,815   158,384 
 
Other income (expense)
   9,321   (736
 
Other expense
   (607  (1,039
Interest expense
   (12,027  (13,018   (11,081  (10,915
 
Interest income
   3,698   4,003    2,548   4,007 
  
 
  
 
   
 
  
 
 
Income before income taxes
   197,414   145,363    182,675   150,437 
 
Provision for income taxes
   30,122   22,434    21,490   23,668 
  
 
  
 
   
 
  
 
 
Net income
  $167,292  $122,929   $161,185  $126,769 
  
 
  
 
   
 
  
 
 
 
Net income per basic common share
  $2.71  $1.98   $2.63  $2.04 
 
Weighted-average number of basic common shares
   61,685   61,944    61,359   62,002 
 
Net income per diluted common share
  $2.69  $1.98   $2.60  $2.03 
 
Weighted-average number of diluted common shares and equivalents
   62,157   62,184    61,888   62,303 
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)
  
Six Months Ended
   
Nine Months Ended
 
  
July 3, 2021
 
June 27, 2020
   
October 2, 2021
 
September 26, 2020
 
  
(In thousands, except per share data)
   
(In thousands, except per share data)
 
Revenues:
          
Product sales
  $822,977  $589,103   $1,242,110  $965,342 
 
Service sales
   467,215   395,820    707,315   613,365 
  
 
  
 
   
 
  
 
 
 
Total net sales
   1,290,192   984,923    1,949,425   1,578,707 
 
Costs and operating expenses:
          
Cost of product sales
   335,621   254,641    506,985   420,971 
 
Cost of service sales
   198,780   169,137    298,544   265,149 
 
Selling and administrative expenses
   301,409   265,184    453,954   400,614 
 
Research and development expenses
   83,041   66,144    125,027   101,115 
 
Purchased intangibles amortization
   3,649   5,243    5,408   7,900 
 
Litigation provision
   0     1,180    0     1,180 
  
 
  
 
   
 
  
 
 
Total costs and operating expenses
   922,500   761,529    1,389,918   1,196,929 
  
 
  
 
   
 
  
 
 
Operating income
   367,692   223,394    559,507   381,778 
 
Other income (expense), net
   18,680   (1,110   18,073   (2,149
 
Interest expense
   (22,973  (27,097   (34,054  (38,012
 
Interest income
   7,799   8,039    10,347   12,046 
  
 
  
 
   
 
  
 
 
 
Income before income taxes
   371,198   203,226    553,873   353,663 
 
Provision for income taxes
   55,779   26,735    77,269   50,403 
  
 
  
 
   
 
  
 
 
Net income
  $315,419  $176,491   $476,604  $303,260 
  
 
  
 
   
 
  
 
 
 
Net income per basic common share
  $5.09  $2.84   $7.72  $4.89 
 
Weighted-average number of basic common shares
   61,979   62,085    61,771   62,057 
 
Net income per diluted common share
  $5.05  $2.83   $7.66  $4.86 
 
Weighted-average number of diluted common shares and equivalents
   62,435   62,404    62,244   62,371 
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
 
Six Months Ended
   
Three Months Ended
 
Nine Months Ended
 
  
July 3,

2021
 
June 27,

2020
 
July 3,

2021
 
June 27,

2020
   
October 2,
2021
 
September 26,
2020
 
October 2,
2021
 
September 26,
2020
 
  
(In thousands)
 
(In thousands)
   
(In thousands)
 
(In thousands)
 
Net income
  $167,292  $122,929  $315,419  $176,491   $161,185  $126,769  $476,604  $303,260 
Other comprehensive (loss) income:
         
Foreign currency translation
   (4,560  601   1,256   (7,156
Unrealized gains on investments before income taxes
   17   0     2   0   
   
 
  
 
  
 
  
 
 
Other comprehensive income (loss):
         
 
Foreign currency translation
   (9  11,587   5,816   (7,757
 
Unrealized losses on investments before income taxes
   (5  0     (15  0   
  
 
  
 
  
 
  
 
 
Unrealized losses on investments, net of tax
   (5  0     (15  0   
 
Unrealized gains on investments, net of tax
   17   0     2   0   
Retirement liability adjustment before reclassifications
   (260)  (522  794   (226   (103)  (654  691   (880
Amounts reclassified to other income
   218   336   434   676    248   352   682   1,028 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Retirement liability adjustment before income taxes
   (42)  (186  1,228   450    145  (302  1,373   148 
Income tax benefit (expense)
   83   126   (265  (112
Income tax expense
   (37  (85  (302  (197
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Retirement liability adjustment, net of tax
   41   (60  963   338    108   (387  1,071   (49
 
Other comprehensive income (loss)
   27   11,527   6,764   (7,419
Other comprehensive (loss) income
   (4,435  214   2,329   (7,205
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
Comprehensive income
  $167,319  $134,456  $322,183  $169,072   $156,750  $126,983  $478,933  $296,055 
  
 
  
 
  
 
  
 
   
 
  
 
  
 
  
 
 
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)
 
  
Six Months Ended
   
Nine Months Ended
 
  
July 3, 2021
 
June 27, 2020
   
October 2, 2021
 
September 26, 2020
 
  
(In thousands)
   
(In thousands)
 
Cash flows from operating activities:
          
Net income
  $315,419  $176,491   $476,604  $303,260 
Adjustments to reconcile net income to net cash provided by operating activities:
          
Stock-based compensation
   15,596   18,122    21,949   27,715 
Deferred income taxes
   6,107   (777   9,219   1,089 
Depreciation
   34,891   33,220    52,760   49,407 
Amortization of intangibles
   29,852   26,983    45,166   41,684 
Change in operating assets and liabilities:
          
Decrease in accounts receivable
   18,985   86,978    23,472   96,955 
Increase in inventories
   (50,873  (27,089   (93,878  (8,139
Increase in other current assets
   (10,600  (14,699   (9,123  (16,776
(Increase) decrease in other assets
   (9,263  8,238 
I
ncrease in other assets
   (6,116)  (2,612
(Decrease) increase in accounts payable and other current liabilities
   (35,328  34,714    (4,768  46,721 
Increase in deferred revenue and customer advances
   91,631   37,558    71,889   32,053 
Decrease in other liabilities
   (44,973  (29,293   (57,838  (48,332
  
 
  
 
   
 
  
 
 
Net cash provided by operating activities
   361,444   350,446    529,336   523,025 
Cash flows from investing activities:
          
Additions to property, plant, equipment and software capitalization
   (76,889  (97,029   (116,614  (125,340
Business acquisitions, net of cash acquired
   0     (76,664   0     (76,664
Investment in unaffiliated companies
   0     (3,350   (867  (3,850
Payments for intellectual property licenses
   (7,000  —      (7,000  0   
Purchases of investments
   (215,140  (16,828   (241,230  (22,458
Maturities and sales of investments
   17,923   1,536    117,283   1,751 
  
 
  
 
   
 
  
 
 
Net cash used in investing activities
   (281,106  (192,335   (248,428  (226,561
Cash flows from financing activities:
          
Proceeds from debt issuances
   500,000   315,000    510,000   315,000 
Payments on debt
   (250,000  (300,366   (250,000  (425,366
Payments of debt issuance costs
   (3,637  0      (8,537  0   
Proceeds from stock plans
   45,036   14,739    55,000   28,421 
Purchases of treasury shares
   (341,507  (196,297   (492,695  (196,353
Proceeds from derivative contracts
   1,917   7,558    2,325   10,330 
  
 
  
 
   
 
  
 
 
Net cash used in financing activities
   (48,191  (159,366   (183,907  (267,968
Effect of exchange rate changes on cash and cash equivalents
   (8,786  4,576    (8,994  10,723 
  
 
  
 
   
 
  
 
 
Increase in cash and cash equivalents
   23,361   3,321    88,007   39,219 
Cash and cash equivalents at beginning of period
   436,695   335,715    436,695   335,715 
  
 
  
 
   
 
  
 
 
Cash and cash equivalents at end of period
  $460,056  $339,036   $524,702  $374,934 
  
 
  
 
   
 
  
 
 
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 (DEFICIT)
(unaudited, in thousands)
 
  
Number

of

Common

Shares
   
Common

Stock
   
Additional
Paid-In

Capital
   
Retained

Earnings
   
Treasury

Stock
 
Accumulated

Other

Comprehensive

Loss
 
Total
Stockholders’
Deficit
   
Number
of
Common
Shares
   
Common
Stock
   
Additional
Paid-In

Capital
   
Retained
Earnings
   
Treasury
Stock
 
Accumulated
Other
Comprehensive
Loss
 
Total
Stockholders’
Deficit
 
Balance March 28, 2020
   161,253   $1,613   $1,947,626   $6,639,980   $(8,788,801 $(138,417 $(337,999
Balance June 27, 2020
   161,273   $1,613   $1,959,498   $6,762,909   $(8,788,872 $(126,890 $(191,742
Net income
   —      —      —      122,929    —     —     122,929    —      —      —      126,769    —     —     126,769 
Other comprehensive income
   —      —      —      —      —     11,527   11,527    —      —      —      —      —     214   214 
Issuance of common stock for employees:
                                      
Employee Stock Purchase Plan
   12    —      2,216    —      —     —     2,216    10    —      1,641    —      —     —     1,641 
Stock options exercised
   6    —      779    —      —     —     779    97    1    12,040    —      —     —     12,041 
Treasury stock
   —      —      —      —      (71  —     (71   —      —      —      —      (56  —     (56
Stock-based compensation
   2    —      8,877    —      —     —     8,877    1    —      9,552    —      —     —     9,552 
  
 
   
 
   
 
   
 
   
 
  
 
  
 
   
 
   
 
   
 
   
 
   
 
  
 
  
 
 
Balance June 27, 2020
   161,273   $1,613   $1,959,498   $6,762,909   $(8,788,872 $(126,890 $(191,742
Balance September 26, 2020
   161,381   $1,614   $1,982,731   $6,889,678   $(8,788,928 $(126,676 $(41,581
  
 
   
 
   
 
   
 
   
 
  
 
  
 
   
 
   
 
   
 
   
 
   
 
  
 
  
 
 
 
  
Number

of

Common

Shares
   
Common

Stock
   
Additional

Paid-In

Capital
   
Retained

Earnings
   
Treasury

Stock
 
Accumulated
Other
Comprehensive
Loss
 
Total
Stockholders’
Equity
   
Number
of
Common
Shares
   
Common
Stock
   
Additional
Paid-In

Capital
   
Retained
Earnings
   
Treasury

Stock
 
Accumulated
Other
Comprehensive
Loss
 
Total
Stockholders’
Equity
 
Balance April 3, 2021
   161,859   $1,619   $2,054,076   $7,256,116   $(8,969,643 $(111,206 $230,962 
Balance July 3, 2021
   162,017   $1,620   $2,090,052   $7,423,408   $(9,135,628 $(111,179 $268,273 
Net income
   —      —      —      167,292    —     —     167,292    —      —      —      161,185    —     —     161,185 
Other comprehensive income
   —      —      —      —      —     27   27 
Other comprehensive loss
   —      —      —      —      —     (4,435  (4,435
Issuance of common stock for employees:
                                      
Employee Stock Purchase Plan
   22    —      5,156    —      —     —     5,156    8    —      2,567    —      —     —     2,567 
Stock options exercised
   135    1    23,584    —      —     —     23,585    45    1    7,396    —      —     —     7,397 
Treasury stock
   —      —      —      —      (165,985  —     (165,985   —      —      —      —      (146,051  —     (146,051
Stock-based compensation
   1       7,236    —      —     —     7,236    5    —      6,286    —      —     —     6,286 
  
 
   
 
   
 
   
 
   
 
  
 
  
 
   
 
   
 
   
 
   
 
   
 
  
 
  
 
 
Balance July 3, 2021
   162,017   $1,620   $2,090,052   $7,423,408   $(9,135,628 $(111,179 $268,273 
Balance October 2, 2021
   162,075   $1,621   $2,106,301   $7,584,593   $(9,281,679 $(115,614 $295,222 
  
 
   
 
   
 
   
 
   
 
  
 
  
 
   
 
   
 
   
 
   
 
   
 
  
 
  
 
 
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 (DEFICIT)
(unaudited, in thousands)
 
              
  
Number

of

Common

Shares
   
Common

Stock
   
Additional

Paid-In

Capital
   
Retained

Earnings
 
Treasury

Stock
 
Accumulated

Other

Comprehensive

Loss
 
Total

Stockholders’

Deficit
   
Number
of
Common
Shares
   
Common
Stock
   
Additional
Paid-In

Capital
   
Retained
Earnings
 
Treasury
Stock
 
Accumulated
Other
Comprehensive
Loss
 
Total
Stockholders’
Deficit
 
Balance December 31, 2019
   161,030   $1,610   $1,926,753   $6,587,403  $(8,612,576 $(119,471 $(216,281   161,030   $1,610   $1,926,753   $6,587,403  $(8,612,576 $(119,471 $(216,281
Net income
   —      —      —      176,491   —     —     176,491    —      —      —      303,260   —     —     303,260 
Adoption of new accounting pronouncement
   —      —      —      (985  —     —     (985   —      —      —      (985  —     —     (985
Other comprehensive loss
   —      —      —      —     —     (7,419  (7,419   —      —      —      —     —     (7,205  (7,205
Issuance of common stock for employees:
                                    
Employee Stock Purchase Plan
   21    —      3,952    —     —     —     3,952    31    —      5,593    —     —     —     5,593 
Stock options exercised
   87    1    10,904    —     —     —     10,905    184    2    22,944    —     —     —     22,946 
Treasury stock
   —      —      —      —     (176,296  —     (176,296   —      —      —      —     (176,352  —     (176,352
Stock-based compensation
   135    2    17,889    —     —     —     17,891    136    2    27,441    —     —     —     27,443 
  
 
   
 
   
 
   
 
  
 
  
 
  
 
   
 
   
 
   
 
   
 
  
 
  
 
  
 
 
Balance June 27, 2020
   161,273   $1,613   $1,959,498   $6,762,909  $(8,788,872 $(126,890 $(191,742
Balance September 26, 2020
   161,381   $1,614   $1,982,731   $6,889,678  $(8,788,928 $(126,676 $(41,581
  
 
   
 
   
 
   
 
�� 
 
  
 
  
 
   
 
   
 
   
 
   
 
  
 
  
 
  
 
 
 
              
  
Number

of

Common

Shares
   
Common

Stock
   
Additional

Paid-In

Capital
   
Retained

Earnings
   
Treasury

Stock
 
Accumulated

Other

Comprehensive

Loss
 
Total

Stockholders’

Equity
   
Number
of
Common
Shares
   
Common
Stock
   
Additional
Paid-In

Capital
   
Retained
Earnings
   
Treasury

Stock
 
Accumulated
Other
Comprehensive
Loss
 
Total
Stockholders’
Equity
 
Balance December 31, 2020
   161,666   $1,617   $2,029,465   $7,107,989   $(8,788,984 $(117,943 $232,144    161,666   $1,617   $2,029,465   $7,107,989   $(8,788,984 $(117,943 $232,144 
Net income
   —      —      —      315,419    —     —     315,419    —      —      —      476,604    —     —     476,604 
Other comprehensive income
   —      —      —      —      —     6,764   6,764    —      —      —      —      —     2,329   2,329 
Issuance of common stock for employees:
                                      
Employee Stock Purchase Plan
   32       7,011    —      —     —     7,011    40       9,578    —      —     —     9,578 
Stock options exercised
   230    2    38,713    —      —     —     38,715    275    3    46,109    —      —     —     46,112 
Treasury stock
   —      —      —      —      (346,644  —     (346,644   —      —      —      —      (492,695  —     (492,695
Stock-based compensation
   89    1    14,863    —      —     —     14,864    94    1    21,149    —      —     —     21,150 
  
 
   
 
   
 
   
 
   
 
  
 
  
 
   
 
   
 
   
 
   
 
   
 
  
 
  
 
 
Balance July 3, 2021
   162,017   $1,620   $2,090,052   $7,423,408   $(9,135,628 $(111,179 $268,273 
Balance October 2, 2021
   162,075   $1,621   $2,106,301   $7,584,593   $(9,281,679 $(115,614 $295,222 
  
 
   
 
   
 
   
 
   
 
  
 
  
 
   
 
   
 
   
 
   
 
   
 
  
 
  
 
 
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”) is a specialty measurement company that operates with a fundamental underlying purpose to advance the science that enables our customers to enhance human health and well-being. The Company has pioneered analytical workflow solutions involving liquid chromatography, mass spectrometry and thermal analysis innovations serving the life, materials and food sciences for more than 60 years. The Company primarily designs, manufactures, sells and services high performance liquid chromatography (“HPLC”), ultra performance liquid chromatography (“UPLC
TM
” and, together with HPLC, referred to as “LC”) and mass spectrometry (“MS”) technology systems and support products, including chromatography columns, other consumable products and comprehensive post-warranty service plans. 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
TM
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.
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 secondthird fiscal quarters for 2021 and 2020 ended on July 3,October 2, 2021 and June 27,September 26, 2020, respectively.
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions to the Quarterly Report on 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, 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.
conditions
.
10

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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, 2020, as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 24, 2021.
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.
Both the Company’s domestic and international operations have been and continue to be affected by the ongoing global
COVID-19
pandemic and the resulting volatility and uncertainty it has caused in the U.S. and international markets. The Company operates in over 35 countries, including those in regions most impacted by the
COVID-19
pandemic.
10

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Through the date of the issuance of these financial statements, the Company’s consolidated financial position, results of operations and cash flows have not been materially impacted and, thus, the Company concluded that no goodwill or long-lived asset impairment analyses were required. Further, there have been no violations of debt covenants. Any prolonged material disruption of the Company’s employees, suppliers, manufacturing, or customers could materially impact its consolidated financial position, results of operations or cash flows.
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 income in the consolidated balance sheets.
11

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
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 July 3,October 2, 2021 and December 31, 2020, $353$371 million out of $664$655 million and $364 million out of $443 million, respectively, of the Company’s total cash, cash equivalents and investments were held by foreign subsidiaries. In addition, $267$240 million out of $664$655 million and $254 million out of $443 million of cash, cash equivalents and investments were held in currencies other than the U.S. dollar at July 3,October 2, 2021 and December 31, 2020, 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.
The following is a summary of the activity of the Company’s allowance for credit losses for the sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 (in thousands):
 
   
Balance at

Beginning

of Period
   
Impact of

CECL
Adoption
   
Additions
  
Deductions
  
Balance at
End of

Period
 
Allowance for Credit Losses
                       
July 3, 2021
  $14,381   $—     $3,042  $(2,625 $14,798 
June 27, 2020
  $9,560   $985   $6,664  $(3,901 $13,308 
   
Balance at
Beginning
of Period
   
Impact of
CECL
Adoption
   
Additions
   
Deductions
  
Balance at
End of
Period
 
Allowance for Credit Losses
                        
October 2, 2021
  $14,381   $—     $3,388   $(4,107 $13,662 
September 26, 2020
  $9,560   $985   $7,826   $(5,784 $12,587 
11

Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
Other Investments
During the sixnine months ended June 27,October 2, 2021 and September 26, 2020, the Company made investments in unaffiliated companies of $3 million.$1 million and $4 million, respectively.
12

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
During the sixnine months ended July 3,October 2, 2021, the Company recorded an unrealized gain on an equity security still held at the reporting date of approximately $10 million within other income (expense) on the income statement. This unrealized gain was recorded as an upward price adjustment to the carrying value of the investment due to an observable price change of a similar security issued during the current period.
During the three and sixnine months ended June 27,September 26, 2020, the Company recorded an unrealized loss on an equity security still held at the reporting date of approximately $
1
$1 million within other income (expense) on the income statement. This unrealized loss was recorded as a downward price adjustment to the carrying value of the investment due to an observable price change of a similar security issued during the current period.
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 July 3,October 2, 2021 and December 31, 2020. 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.
 
1213

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 July 3,October 2, 2021 (in thousands):
 
   
Total at

July 3,
2021
   
Quoted Prices

in Active

Markets

for Identical

Assets

(Level 1)
   
Significant

Other

Observable

Inputs

(Level 2)
   
Significant

Unobservable

Inputs

(Level 3)
 
Assets:
                    
U.S. Treasury securities
  $12,051   $0     $12,051   $0   
Corporate debt securities
   130,231    0      130,231    0   
Time deposits
   75,897    0      75,897    0   
Waters 401(k) Restoration Plan assets
   40,965    40,965    0      0   
Foreign currency exchange contracts
   223    0      223    0   
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $259,367   $40,965   $218,402   $0   
   
 
 
   
 
 
   
 
 
   
 
 
 
     
Liabilities:
                    
Contingent consideration
  $1,266   $0     $0     $1,266 
Foreign currency exchange contracts
   142    0      142    0   
Interest rate cross-currency swap agreements
   22,457    0      22,457    0   
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $23,865   $0     $22,599   $1,266 
   
 
 
   
 
 
   
 
 
   
 
 
 
   
Total at
October 2,
2021
   
Quoted Prices
in Active
Markets
for Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
Assets:
                    
U.S. Treasury securities
  $12,043   $0     $12,043   $0   
Corporate debt securities
   83,045    0      83,045    0   
Time deposits
   35,803    0      35,803    0   
Waters 401(k) Restoration Plan assets
   38,587    38,587    0      0   
Foreign currency exchange contracts
   93    0      93    0   
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $169,571   $38,587   $130,984   $0   
   
 
 
   
 
 
   
 
 
   
 
 
 
Liabilities:
                    
Contingent consideration
  $1,307   $0     $0     $1,307 
Foreign currency exchange contracts
   375    0      375    0   
Interest rate cross-currency swap agreements
   12,322    0      12,322    0   
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $14,004   $0     $12,697   $1,307 
   
 
 
   
 
 
   
 
 
   
 
 
 
The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis at December 31, 2020 (in thousands):
 
   
Total at

December 31,
2020
   
Quoted Prices

in Active

Markets

for Identical
Assets

(Level 1)
   
Significant

Other

Observable

Inputs

(Level 2)
   
Significant

Unobservable

Inputs

(Level 3)
 
Assets:
                    
Time deposits
  $6,451   $—     $6,451   $—   
Waters 401(k) Restoration Plan assets
   38,988    38,988    —      —   
Foreign currency exchange contracts
   836    —      836    —   
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $46,275   $38,988   $7,287   $—   
   
 
 
   
 
 
   
 
 
   
 
 
 
Liabilities:
                    
Contingent consideration
  $1,185   $—     $—     $1,185 
Foreign currency exchange contracts
   185    —      185    —   
Interest rate cross-currency swap agreements
   44,996    —      44,996    —   
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $46,366   $—     $45,181   $1,185 
   
 
 
   
 
 
   
 
 
   
 
 
 
   
Total at
December 31,
2020
   
Quoted Prices
in Active
Markets
for Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
Assets:
        
Time deposits
  $6,451   $—     $6,451   $—   
Waters 401(k) Restoration Plan assets
   38,988    38,988    —      —   
Foreign currency exchange contracts
   836    —      836    —   
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $46,275   $38,988   $7,287   $—   
   
 
 
   
 
 
   
 
 
   
 
 
 
Liabilities:
                    
Contingent consideration
  $1,185   $—     $—     $1,185 
Foreign currency exchange contracts
   185    —      185    —   
Interest rate cross-currency swap agreements
   44,996   —      44,996   —   
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $46,366  $—     $45,181  $1,185 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
1314

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
 
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 and Interest Rate Cross-Currency Swap Agreements
The fair values of the Company’s cash equivalents, investments, and foreign currency exchange contracts and interest rate cross-currency swap agreements 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 Contingent Consideration
The fair value of the Company’s liability for contingent consideration relates to earnout payments in connection with the December 2020 acquisition of Integrated Software Solutions (“ISS”) and is determined using a probability-weighted discounted cash flow model, which uses significant unobservable inputs, and has been classified as Level 3. Subsequent changes in the fair value of the contingent consideration liability are recorded in the results of operations. The fair value of the contingent consideration liability associated with future earnout payments is based on several factors, including the estimated future resultsachievement of certain revenue and customer account milestones over the two years after the acquisition date and a discount rate that reflects both the likelihood of achieving the estimated future results and the Company’s creditworthiness. A change in any of these unobservable inputs can significantly change the fair value of the contingent consideration.
The fair value of future contingent consideration payments related to the December 2020 acquisition of ISS was estimated to be $1 million at both July 3,October 2, 2021 and December 31, 2020. The fair value is based on the achievement of certain revenue and customer account milestones over the two years after the acquisition date.
Fair Value of Other Financial Instruments
The Company’s accounts receivable and accounts payable and variable interest rate debt 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
$1.3 billion and $910 million at July 3,October 2, 2021 and December 31, 2020, respectively. 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 $1.3 billion and $1.0 billion$963 million at July 3,October 2, 2021 and December 31, 2020, respectively, using Level 2 inputs.
15

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
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.
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 net asset investments. The Company presents the derivative transactions in financing activities in the statement of cash flows.
14

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
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.
Interest Rate Cross-Currency Swap Agreements
As of July 3,October 2, 2021, the Company had entered
into three-year interest rate cross-currency swap derivative agreements with an aggregate notional value of $490$340 million to hedge the variability in the movement of foreign currency exchange rates on a portion of its Euro-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 comprehensive income in stockholders’ equity (deficit) 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.
16

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
The Company’s foreign currency exchange contracts and interest rate cross-currency swap agreements included in the consolidated balance sheets are classified as follows (in thousands):
 
  
July 3, 2021
   
December 31, 2020
   
October 2, 2021
   
December 31, 2020
 
  
Notional Value
   
Fair Value
   
Notional Value
   
Fair Value
   
Notional Value
   
Fair Value
   
Notional Value
   
Fair Value
 
Foreign currency exchange contracts:
                        
Other current assets
  $21,000   $223   $66,690   $836   $19,000   $93   $66,690   $836 
Other current liabilities
  $40,030   $142   $20,000   $185   $46,772   $375   $20,000   $185 
Interest rate cross-currency swap agreements:
                        
Other liabilities
  $490,000   $(22,457  $560,000   $(44,996  $340,000   $12,322   $560,000   $44,996 
Accumulated other comprehensive loss
     $27,981      $44,996      $20,219      $44,996 
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 and interest rate cross-currency swap agreements (in thousands):
   
Financial
Statement
Classification
  
Three Months Ended
  
Six Months Ended
 
  
July 3,
2021
  
June 27,
2020
  
July 3,
2021
  
June 27,
2020
 
 
Foreign currency exchange contracts:
                 
Realized (losses) gains on closed contracts
  Cost of sales  $(213 $1,823  $1,455  $(1,157)
Unrealized (losses) gains on open contracts  Cost of sales   (569  (678  (1,323  646 
      
 
 
  
 
 
  
 
 
  
 
 
 
Cumulative net
pre-tax
(losses) gains
  Cost of sales  $(782 $1,145  $132  $(511
      
 
 
  
 
 
  
 
 
  
 
 
 
Interest rate cross-currency swap agreements:
                 
Interest earned
  Interest income  $3,373  $3,784  $7,200  $7,498 
Unrealized (losses) gains on open contracts
  Stockholders’ equity (deficit)  $(4,229 $(5,615 $17,015  $(93
 
15

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

Statement

Classification
 
Three Months Ended
   
Nine Months Ended
 
  
October 2,
2021
  
September 26,
2020
   
October 2,
2021
  
September 26,
2020
 
Foreign currency exchange contracts:
                 
Realized (losses) gains on closed contracts
  Cost of sales $(774 $1,113   $681  $(45
Unrealized (losses) gains on open contracts
  Cost of sales  (933  808    (2,256  1,455 
     
 
 
  
 
 
   
 
 
  
 
 
 
Cumulative net
pre-tax
(losses) gains
  Cost of sales $(1,707 $1,921   $(1,575 $1,410 
     
 
 
  
 
 
   
 
 
  
 
 
 
Interest rate cross-currency swap agreements:
                 
Interest earned
  Interest income $2,305  $3,777   $9,505  $11,275 
Unrealized gains on open contracts
  Other comprehensive
income
 $7,762  $19,582   $24,777  $19,675 
Stockholders’ Equity
In January 2019, the Company’s Board of Directors authorized the Company to repurchase up to $4 billion of its outstanding common stock over a
two-year
period. This program replaced the remaining amounts available from the
pre-existing
program. During the sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020, the Company repurchased 1.21.5 million and 0.8 million shares of the Company’s outstanding common stock at a cost of $339$484 million and $167 million, respectively, under the January 2019 authorization and other previously announced programs. In addition, the Company repurchased $8$9 million and $9$10 million of common stock related to the vesting of restricted stock units during the sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020, respectively. As of July 3,October 2, 2021, the Company had repurchased an aggregate of 12.312.7 million shares at a cost of $2.8$3.0 billion under the January 2019 repurchase program and had a total of $1.2$1.0 billion authorized for future repurchases. In December 2020, the Company’s Board of Directors authorized the extension of the share repurchase program through January 21, 2023.
The Company had $5 million
17

Table of treasury stock purchases that were accrued and unsettled at July 3, 2021. These transactions were settled in July 2021, during the Company’s third quarter. Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
The Company had $20 million of treasury stock purchases that were accrued and unsettled at December 31, 2019. These transactions were settled in January 2020. The Company did 0t have any unsettled treasury stock purchases as of December 31, 2020 or June 27, 2020.October 2, 2021.
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 sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 (in thousands):
 
   
Balance at

Beginning

of Period
   
Accruals for

Warranties
   
Settlements

Made
   
Balance at

End of

Period
 
Accrued warranty liability:
                    
July 3, 2021
  $10,950   $4,719   $(4,859  $10,810 
June 27, 2020
  $11,964   $3,577   $(5,428  $10,113 
   
Balance at
Beginning
of Period
   
Accruals for
Warranties
   
Settlements
Made
   
Balance at
End of
Period
 
Accrued warranty liability:
                    
October 2, 2021
  $10,950   $6,537   $(6,991  $10,496 
September 26, 2020
  $11,964   $5,442   $(7,145  $10,261 
Restructuring
In January 2020, the Company made organizational changes to better align its resources with its growth and innovation strategies, resulting in a worldwide workforce reduction, impacting 3%
of the Company’s employees. During the sixthree and nine months ended June 27,September 26, 2020, the Company incurred $21 $6 million and
$27 
million of severance-related costs, lease termination costs and other related costs. The Company did not incur any restructuringRestructuring charges incurred during the sixthree and nine months ended July 3, 2021.October 2, 2021 were immaterial.
Other Items
During the three and sixnine months ended July 3,October 2, 2021, the Company executed a settlement agreement to resolve patent infringement litigation with Bruker Corporation and Bruker Daltronik GmbH regarding their timsTOF product line. In connection with the settlement, the Company is entitled to receive
$10 
10
million in guaranteed payments, including minimum royalty payments, which was recognized within other income in our consolidated statement of operations. During the three and sixnine months ended July 3,October 2, 2021, the Company received $3
$3 
million in guaranteed payments, net of applicable withholding taxes.
2 Revenue Recognition
The Company’s deferred revenue liabilities on 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.
 
1618

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
 
The following is a summary of the activity of the Company’s deferred revenue and customer advances for the sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 (in thousands):
 
  
July 3, 2021
   
June 27, 2020
   
October 2, 2021
   
September 26, 2020
 
Balance at the beginning of the period
  $239,759   $213,695   $239,759   $213,695 
Recognition of revenue included in balance at beginning of the period
   (159,393   (141,297   (197,279   (177,667
Revenue deferred during the period, net of revenue recognized
   251,065    195,444    264,184    213,895 
  
 
   
 
   
 
   
 
 
Balance at the end of the period
  $331,431   $267,842   $306,664   $249,923 
  
 
   
 
   
 
   
 
 
The Company classified $47$44 million and $42 million of deferred revenue and customer advances in other long-term liabilities at July 3,October 2, 2021 and December 31, 2020, respectively.
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):
 
  
July 3, 2021
   
October 2, 2021
 
Deferred revenue and customer advances expected to be recognized in:
      
One year or less
  $284,765   $262,758 
13
-24
months
   28,343 
13-24
months
   25,076 
25
months and beyond
   18,323    18,830 
  
 
   
 
 
Total
  $331,431   $306,664 
  
 
   
 
 
3 Marketable Securities
The Company’s marketable securities within cash equivalents and investments included in the consolidated balance sheets are detailed as follows (in thousands):
 
  
July 3, 2021
   
October 2, 2021
 
  
Amortized

Cost
   
Unrealized

Gain
   
Unrealized

Loss
   
Fair

Value
   
Amortized
Cost
   
Unrealized
Gain
   
Unrealized
Loss
   
Fair
 
Value
 
U.S. Treasury securities
  $12,050   $1   $—     $12,051   $12,040   $3   $—     $12,043 
Corporate debt securities
   130,246    3    (18   130,231    83,045    8    (8   83,045 
Time deposits
   75,897    —      —      75,897    35,803    —      —      35,803 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Total
  $218,193   $4   $(18  $218,179   $130,888   $11   $(8  $130,891 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Amounts included in:
                        
Cash equivalents
  $14,614   $0     $(1  $14,613   $401   $0     $0     $401 
Investments
   203,579    4    (17   203,566    130,487    11    (8   130,490 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Total
  $218,193   $4   $(18  $218,179   $130,888   $11   $(8  $130,891 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
 
  
December 31, 2020
   
December 31, 2020
 
  
Amortized

Cost
   
Unrealized

Gain
   
Unrealized

Loss
   
Fair

Value
   
Amortized
Cost
   
Unrealized
Gain
   
Unrealized
Loss
   
Fair
 
Value
 
Time deposits
   6,451    —      —      6,451    6,451    —      —      6,451 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Total
  $6,451   $—     $—     $6,451   $6,451   $—     $—     $6,451 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Amounts included in:
                        
Investments
   6,451    —      —      6,451    6,451    —      —      6,451 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Total
  $6,451   $—     $—     $6,451   $6,451   $—     $—     $6,451 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
 
1719

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STAEMENTSSTATEMENTS (unaudited) – (Continued)
 
The estimated fair value of marketable debt securities by maturity date is as follows (in thousands):
 
  
July 3, 2021
   
December 31, 2020
   
October 2, 2021
   
December 31, 2020
 
Due in one year or less
  $203,368   $6,451   $128,149   $6,451 
Due after one year through three years
   14,811    —      2,742    —   
  
 
   
 
   
 
   
 
 
Total
  $218,179   $6,451   $130,891   $6,451 
  
 
   
 
   
 
   
 
 
4 Inventories
Inventories are classified as follows (in thousands):
 
  
July 3, 2021
   
December 31, 2020
   
October 2, 2021
   
December 31, 2020
 
Raw materials
  $149,562   $133,490   $158,529   $133,490 
Work in progress
   23,224    18,678    25,296    18,678 
Finished goods
   175,984    152,113    204,931    152,113 
  
 
   
 
   
 
   
 
 
Total inventories
  $348,770   $304,281   $388,756   $304,281 
  
 
   
 
   
 
   
 
 
5 Goodwill and Other Intangibles
The carrying amount of goodwill was $440$437 million and $444 million at July 3,October 2, 2021 and December 31, 2020, respectively. The effect of foreign currency translation decreased goodwill by $4$7 million.
The Company’s intangible assets included in the consolidated balance sheets are detailed as follows (dollars in thousands):
 
  
July 3, 2021
   
December 31, 2020
   
October 2, 2021
   
December 31, 2020
 
  
Gross
Carrying
Amount
   
Accumulated
Amortization
   
Weighted-
Average
Amortization
Period
   
Gross
Carrying
Amount
   
Accumulated
Amortization
   
Weighted-
Average
Amortization
Period
   
Gross
Carrying
Amount
   
Accumulated
Amortization
   
Weighted-
Average
Amortization
Period
   
Gross
Carrying
Amount
   
Accumulated
Amortization
   
Weighted-
Average
Amortization
Period
 
Capitalized software
  $578,641   $418,409    5    years   $584,452   $409,847    5    years   $576,988   $419,736    5 years   $584,452   $409,847    5 years 
Purchased intangibles
   203,421    162,312    11    years    205,585    160,342    11    years    202,094    162,895    11 years    205,585    160,342    11 years 
Trademarks
   9,680    —      —         9,680    —      —         9,680    —      —      9,680    —      —   
Licenses
   12,882    5,803    7    years    5,923    5,697    6    years    12,616    5,944    7 years    5,923    5,697    6 years 
Patents and other intangibles
   94,043    65,307    8    years    90,699    61,808    8    years    99,906    66,629    8 years    90,699    61,808    8 years 
  
 
   
 
         
 
   
 
         
 
   
 
      
 
   
 
    
Total
  $898,667   $651,831    7    years   $896,339   $637,694    7    years   $901,284   $655,204    7 years   $896,339   $637,694    7 years 
  
 
   
 
         
 
   
 
         
 
   
 
      
 
   
 
    
In JuneDuring the nine months ended October 2, 2021, the Company paid $7 million in connection with an existing licensing arrangement. The payment was tied to the commercial launch of Waters
SELECT SERIES
MRT, a high-resolution mass spectrometer and was capitalized as an intangible asset on our consolidated balance sheet as of July 3,in 2021.
The gross carrying value of intangible assets and accumulated amortization for intangible assets decreased by $
21
$36 million and $
15
$27 million, respectively, in the
six
nine months ended July 
3
,
October 2, 2021
due to the effects of foreign currency translation. Amortization expense for intangible assets was $
15
 million and $
14
 million for the
three
months ended July 
3
,
2021
and June 
27
,
2020
, respectively. Amortization expense for intangible assets was $
30
 million and $
27
 million for the
six
months ended July 
3
,
2021
and June 
27
,
2020
, respectively. Amortization expense for intangible assets is estimated to be $
62
 million per year for each of the next
five
years.
 
1820

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STAEMENTSSTATEMENTS (unaudited) – (Continued)
 
currency translation. Amortization expense for intangible assets was $15 million for both the three months ended October 2, 2021 and September 26, 2020. Amortization expense for intangible assets was $45 million and $42 million for the nine months ended October 2, 2021 and September 26, 2020, respectively. Amortization expense for intangible assets is estimated to be $62 million per year for each of the next five years.
6 Debt
On September 17, 2021, the Company entered into an amended and restated credit agreement (the “2021 Credit Agreement”), which amended the Company’s existing credit agreement entered into in 2017 (the “2017 Credit Agreement”). The 2021 Credit Agreement provides for a $1.8 billion revolving facility (the “2021 Credit Facility”) and converted the $300 million term loan under the 2017 Credit Agreement into part of the new revolving facility. As of October 2, 2021, the 2021 Credit Facility had a total of $310 million outstanding. As of December 31, 2020, the revolving credit facility and the term loan governed by the 2017 Credit Agreement had a total of $100 million and $300 million, respectively, outstanding. The 2021 Credit Facility matures on September 17, 2026 and requires no scheduled prepayments before that date.
The interest rates applicable to the 2021 Credit Agreement 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 LIBO rate on such day (or if such day is not a business day, the immediately preceding business day) for a deposit in U.S. dollars with a maturity of one month plus 1% per annum) or the applicable 1, 3 or 6 month adjusted LIBO rate 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 LIBO rate or EURIBO rate loans. The facility fee on the 2021 Credit Agreement 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 2021 Credit Agreement 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 2021 Credit Agreement includes negative covenants, affirmative covenants, representations and warranties and events of default that are customary for investment grade credit facilities.
In March 2021, the Company issued the following senior unsecured notes:
 
Senior
Unsecured Notes
  
Term
   
Interest Rate
  
Face Value
(in millions)
   
Maturity
Date
 
Series N
   5 years    1.68 $100    March 2026 
Series O
   10 years    2.25 $400    March 2031 
Senior Unsecured Notes
  
Term
   
Interest Rate
  
Face Value
(in millions)
   
Maturity Date
 
Series N
   5 years    1.68 $100    March 2026 
Series O
   10 years    2.25 $400    March 2031 
The Company used the proceeds from the issuance of these senior unsecured notes to repay other outstanding debt and for general corporate purposes. Interest on the Series N and O Senior Notes is payable semi-annually. The Company may prepay some or all of the Senior Notes at any time in an amount not less than 10% of the aggregate principal amount of the Senior Notes then outstanding, plus the applicable make-whole amount for Series N and O Senior Notes, in each case, upon no more than 60 nor less than 20 days’ written notice to the holders of the Senior Notes. In the event of a change in control (as defined in the note purchase agreement) of the Company, the Company may be required to prepay the Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. Other provisions for these senior unsecured notes are similar to the existing senior unsecured notes, as described below.
In November 2017, the Company entered into a credit agreement (the “2017 Credit Agreement”) that provides for a $1.5 billion revolving facility and a $300 million term loan. As of July 3, 2021 and December 31, 2020, the revolving facility and term loan had a total of $300 million and $400 million, respectively, outstanding and mature on November 30, 2022 and require no scheduled prepayments before that date.
The interest rates applicable to the 2017 Credit Agreement are, at the Company’s option, equal to either the alternate base rate (which is a rate per annum equal to the greatest21

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
As of July 3,October 2, 2021 and December 31, 2020, the Company had a total of $1.3 billion and $1.0 billion, respectively, 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, plus the applicable make-whole amount or prepayment premium for the Series H senior unsecured note. 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.
In February 2019, certain defined terms related to the subsidiary guarantors were amended in the 2017 Credit Agreement and senior unsecured note agreements. In addition, the Company amended the senior unsecured note agreements to allow the Company to elect an increase in the permitted leverage ratio from 3.50:1 to 4.0:1, for a period of three consecutive quarters, for a material acquisition of $400 million or more. During the period of time where the leverage ratio exceeds 3.50:1, the interest payable on the senior unsecured notes shall increase by 0.50%. The debt covenants in the senior unsecured note agreements were also modified to address the change in accounting guidance for leases.
19

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STAEMENTS (unaudited) – (Continued)
The Company had the following outstanding debt at July 3,October 2, 2021 and December 31, 2020 (in thousands):
 
   
July 3, 2021
   
December 31, 2020
 
Senior unsecured notes—Series E—3.97%, due March 2021
   —      50,000 
Senior unsecured notes—Series F—3.40%, due June 2021
   0      100,000 
   
 
 
   
 
 
 
Total notes payable and debt, current
   0      150,000 
Senior unsecured notes—Series G—3.92%, due June 2024
   50,000    50,000 
Senior unsecured notes—Series H—floating rate*, due June 2024
   50,000    50,000 
Senior unsecured notes—Series I—3.13%, due May 2023
   50,000    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    —   
Senior unsecured notes—Series O—2.25%, due March 2031
   400,000    —   
Credit agreement
   300,000    400,000 
Unamortized debt issuance costs
   (6,633   (3,485
   
 
 
   
 
 
 
Total long-term debt
   1,603,367    1,206,515 
   
 
 
   
 
 
 
Total debt
  $1,603,367   $1,356,515 
   
 
 
   
 
 
 
   
October 2, 2021
   
December 31, 2020
 
Senior unsecured notes—Series E—3.97%, due March 2021
   —      50,000 
Senior unsecured notes—Series F—3.40%, due June 2021
   0      100,000 
   
 
 
   
 
 
 
Total notes payable and debt, current
   0      150,000 
Senior unsecured notes—Series G—3.92%, due June 2024
   50,000    50,000 
Senior unsecured notes—Series H—floating rate*, due June 2024
   50,000    50,000 
Senior unsecured notes—Series I
3.13%, due May 2023
   50,000    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    —   
Senior unsecured notes—Series O—2.25%, due March 2031
   400,000    —   
Credit agreement
   310,000    400,000 
Unamortized debt issuance costs
   (6,382   (3,485
   
 
 
   
 
 
 
Total long-term debt
   1,613,618    1,206,515 
   
 
 
   
 
 
 
Total debt
  $1,613,618   $1,356,515 
   
 
 
   
 
 
 
 
*
Series H senior unsecured notes bear interest at a
3-month
LIBOR for that floating rate interest period plus 1.25%.
As of July 3,October 2, 2021 and December 31, 2020, the Company had a total amount available to borrow under the 2021 or 2017 Credit Agreement of $1.5 billion and $1.4 billion, respectively, after outstanding letters of credit. The weighted-average interest rates applicable to the senior unsecured notes and credit agreement borrowings collectively were 2.71%2.67% and 2.92% at July 3,October 2, 2021 and December 31, 2020, respectively. As of July 3,October 2, 2021, the Company was in compliance with all debt covenants.
The Company and its foreign subsidiaries also had available short-term lines of credit totaling $122 million and $109 million at July 3,October 2, 2021 and December 31, 2020, 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 July 3,October 2, 2021 or December 31, 2020.
22

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
As of July 3,October 2, 2021, the Company had entered into three-year interest rate cross-currency swap derivative agreements with an aggregate notional value of $490$340 million to hedge the variability in the movement of foreign currency exchange rates on a portion of its Euro-denominated net asset investments.
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%, 19% and 17%, respectively, as of July 3,October 2, 2021. The Company ha
d
had a contractual tax rate of 0% on qualifying activities in Singapore through March 2021, based upon the achievement of certain contractual milestones. The Company has a new 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 rates rather than the statutory tax rate to income from qualifying activities in Singapore increased the Company’s net income for the sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 by $9$13 million and $7$12 million, respectively, and increased the Company’s net income per diluted share by $0.14 and $0.11, respectively.$0.20
for both periods.
The Company’s effective tax rate for the three months ended July 3,October 2, 2021 and June 27,September 26, 2020 was 15.3%11.8% and 15.4%15.7%, respectively. The decrease in the effective income tax rate can be attributed to the impact of quarter-specific adjustments and differences in the proportionate amounts of
pre-tax
income recognized in jurisdictions with different effective tax rates.
20

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STAEMENTS (unaudited) – (Continued)
The Company’s effective tax rate for the sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 was 15.0%14.0% and 13.2%14.3%, respectively. The effective tax rate for the sixnine months ended July 3,October 2, 2021 includes a $4$6 million tax benefit related to stock-based compensation. This income tax benefit decreased the effective tax rate by 1.1 percentage points for the sixnine months ended July 3,October 2, 2021. The effective tax rate for the sixnine months ended June 27,September 26, 2020 includes a $5$6 million income tax benefit related to certain restructuring charges and a $2$3 million tax benefit related to stock-based compensation. These income tax benefits decreased the effective tax rate by 2.41.8 percentage points and 1.20.9 percentage points, respectively, for the sixnine months ended June 27,September 26, 2020. The remaining differences between the effective tax rates can primarily be attributed to 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.
23

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
The following is a summary of the activity of the Company’s gross unrecognized tax benefits, excluding interest and penalties, for the sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 (in thousands):
 
  
July 3, 2021
 
June 27, 2020
   
October 2, 2021
   
September 26, 2020
 
Balance at the beginning of the period
  $28,666  $27,790   $28,666   $27,790 
Net reductions for settlement of tax audits
   (593  0      (878   0   
Net reductions for lapse of statutes taken during the period
   (198  (252   (292   (427
Net additions for tax positions taken during the current period
   653   536    966    907 
  
 
  
 
   
 
   
 
 
Balance at the end of the period
  $28,528  $28,074   $28,462   $28,270 
  
 
  
 
   
 
   
 
 
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, 2015. 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. As of July 3,October 2, 2021, the Company expects to record reductions in the measurement of its unrecognized tax benefits and related net interest and penalties of less than $1$18 million within the next twelve months due to potential tax audit settlements and the lapsing of statutes of limitations on potential tax assessments. The Company does not expect to record any other material reductions in the measurement of its unrecognized tax benefits within the next twelve months.
8 Stock-Based Compensation
The Company maintains various stockholder-approved, stock-based compensation plans which allow for the issuance of incentive or
non-qualified
stock options, stock appreciation rights, restricted stock or other types of awards (e.g. restricted stock units and performance stock units).
In May 2020, the Company’s stockholders approved the Company’s 2020 Equity Incentive Plan (“2020 Plan”). As of July 3,October 2, 2021, the 2020 Plan had 6.66.7 million shares available for grant in the form of incentive or
non-qualified
stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units or other types of awards (e.g. restricted stock units and performance stock units). The Company issues new shares of common stock upon exercise of stock options or restricted stock unit conversion. Under the 2020 Plan, the exercise price for stock options may not be less than the fair market value of the underlying stock at the date of grant. The 2020 Plan is scheduled to terminate on May 13, 2030. Options generally will expire no later than ten years after the date on which they are granted and will become exercisable as directed by the Compensation Committee of the Board of Directors and generally vest in equal annual installments over a five-year period. A SAR may be granted alone or in conjunction with an option or other award. Shares of restricted stock, restricted stock units and performance stock units may be issued under the 2020 Plan for such consideration as is determined by the Compensation Committee of the Board of Directors. As of July 3,October 2, 2021, the Company had stock options, restricted stock, and restricted and performance stock unit awards outstanding under the 2020 Plan.
21

The Company accounts for stock-based compensation costs in accordance with the accounting standards for stock-based compensation, which require that all share-based payments to employees be recognized in the statements of operations, based on their grant date fair values. The Company recognizes the expense using the straight-line attribution method. The stock-based compensation expense recognized in the consolidated statements of operations is based on awards that ultimately are expected to vest; therefore, the amount of expense has been reduced for estimated forfeitures. Forfeitures are estimated based on historical experience. If actual results differ significantly from these estimates, stock-based compensation expense and the the​​​​​​​
24

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
Company’s results of operations could be materially impacted. In addition, if the Company employs different assumptions in the application of these standards, the compensation expense that the Company records in the future periods may differ significantly from what the Company has recorded in the current period.​​​​​​​
The consolidated statements of operations for the three and sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 include the following stock-based compensation expense related to stock option awards, restricted stock awards, restricted stock unit awards, performance stock unit awards and the employee stock purchase plan (in thousands):
 
  
Three Months Ended
   
Six Months Ended
   
Three Months Ended
   
Nine Months Ended
 
  
July 3, 2021
   
June 27, 2020
   
July 3, 2021
   
June 27, 2020
   
October 2, 2021
   
September 26,
2020
   
October 2, 2021
   
September 26,
2020
 
Cost of sales
  $727   $635   $1,360   $1,205   $468   $645   $1,828   $1,850 
Selling and administrative expenses
   5,274    7,352    11,694    14,725    4,116    7,747    15,810    22,472 
Research and development expenses
   1,290    939    2,542    2,192    1,769    1,201    4,311    3,393 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Total stock-based compensation
  $7,291   $8,926   $15,596   $18,122   $6,353   $9,593   $21,949   $27,715 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Stock Options
In determining the fair value of the stock options, the Company makes a variety of assumptions and estimates, including volatility measures, expected yields and expected stock option lives. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model. The Company uses implied volatility on its publicly-traded options as the basis for its estimate of expected volatility. The Company believes that implied volatility is the most appropriate indicator of expected volatility because it is generally reflective of historical volatility and expectations of how future volatility will differ from historical volatility. The expected life assumption for grants is based on historical experience for the population of
non-qualified
stock option exercises. The risk-free interest rate is the yield currently available on U.S. Treasury
zero-coupon
issues with a remaining term approximating the expected term used as the input to the Black-Scholes model. The relevant data used to determine the value of the stock options granted during the sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 are as follows:
 
   
Six Months Ended
 
Options Issued and Significant Assumptions Used to Estimate Option Fair Values
  
July 3, 2021
  
June 27, 2020
 
Options issued in thousands
   159   227 
Risk-free interest rate
   0.8  1.4
Expected life in years
   6   6 
Expected volatility
   32.5  26.5
Expected dividends
   0     —   
   
Nine Months Ended
 
Options Issued and Significant Assumptions Used to Estimate Option Fair Values
  
October 2, 2021
  
September 26,

2020
 
Options issued in thousands
   160   267 
Risk-free interest rate
   0.8  1.2
Expected life in years
   6   6 
Expected volatility
   32.4  27.8
Expected dividends
   0     —   
 
  
Six Months Ended
   
Nine Months Ended
 
Weighted-Average Exercise Price and Fair Value of Options on the Date of Grant
  
July 3, 2021
   
June 27, 2020
   
October 2, 2021
   
September 26,

2020
 
Exercise price
  $280.92   $216.08   $281.23   $215.12 
Fair value
  $91.42   $61.70   $91.46   $62.93 
 
2225

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STAEMENTSSTATEMENTS (unaudited) – (Continued)
 
The following table summarizes stock option activity for the plans for the sixnine months ended July 3,October 2, 2021 (in thousands, except per share data):
 
  
Number of Shares
   
Exercise Price per Share
   
Weighted-Average

Exercise Price per
Share
   
Number of Shares
   
 Exercise Price per Share 
   
Weighted-Average

Exercise Price per
Share
 
Outstanding at December 31, 2020
   1,067   $75.94    to   $238.52   $179.59    1,067   $75.94 to $
 
 
238.52
   $179.59 
Granted
   159   $250.15    to   $346.56   $280.92    160   $250.15 to $
 
 
371.64
   $281.23 
Exercised
   (230  $99.22    to   $238.52   $168.39    (275  $99.22 to $
 
 
238.52
   $167.89 
Canceled
   (228  $139.51    to   $224.37   $194.59    (251  $139.51 to $
 
 
280.80
   $197.05 
  
 
               
 
       
Outstanding at July 3, 2021
   768   $75.94    to   $346.56   $199.21 
Outstanding at October 2, 2021
   701   $75.94 to $
 
 
371.64
   $200.84 
  
 
               
 
       
Restricted Stock
During the sixnine months ended July 3,October 2, 2021, the Company granted four thousand shares of restricted stock. The weighted-average fair value per share of these awards on the grant date was $250.15.$254.51.
Restricted Stock Units
The following table summarizes the unvested restricted stock unit award activity for the sixnine months ended July 3,October 2, 2021 (in thousands, except per share data):
 
  
Shares
   
Weighted-Average

Grant Date Fair
Value per Share
   
Shares
   
Weighted-Average

Grant Date Fair
Value per Share
 
Unvested at December 31, 2020
   271   $202.00    271   $202.00 
Granted
   88   $282.94    88   $283.10 
Vested
   (81  $182.26    (86  $183.94 
Forfeited
   (14  $220.23    (22  $221.64 
  
 
      
 
    
Unvested at July 3, 2021
   264   $234.07 
Unvested at October 2, 2021
   251   $234.90 
  
 
      
 
    
Restricted stock units are generally granted annually in February and vest in equal annual installments over a
five-year
period.
Performance Stock Units
The Company’s performance stock units are equity compensation awards with a market vesting condition based on the Company’s Total Shareholder Return (“TSR”) relative to the TSR of the components of the S&P Health Care Index. TSR is the change in value of a stock price over time, including the reinvestment of dividends. The vesting schedule ranges from 0% to 200% of the target shares awarded. Beginning with the grants made in 2020, the vesting conditions for performance stock units now include a performance condition based on future sales growth.
In determining the fair value of the performance stock units, the Company makes a variety of assumptions and estimates, including volatility measures, expected yields and expected terms. The fair value of each performance stock unit grant was estimated on the date of grant using the Monte Carlo simulation model. The Company uses implied volatility on its publicly-traded options as the basis for its estimate of expected volatility. The Company believes that implied 
26

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
volatility is the most appropriate
indicator of expected volatility because it is generally reflective of historical volatility and expectations of how future volatility will differ from historical volatility. The expected life assumption for grants is based on the performance period of the underlying performance stock units. The risk-free interest rate is the yield currently available on U.S. Treasury
zero-coupon
issues with a remaining term approximating the expected term used as the input to the Monte Carlo simulation model. The correlation coefficient is used to model the way in which each company in the S&P Health Care Index tends to move in relation to each other during the performance period. The relevant data used to determine the value of the performance stock units granted during the sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 are as follows:
 
23

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STAEMENTS (unaudited) – (Continued)
  
Six Months Ended
   
Nine Months Ended
 
Performance Stock Units Issued and Significant Assumptions Used to Estimate Fair Values
  
July 3,
2021
 
June 27,
2020
   
October 2, 2021
 
September 26, 2020
 
Performance stock units issued (in thousands)
   41   58    41   58 
Risk-free interest rate
   0.2  1.3   0.2  1.3
Expected life in years
   2.9   2.9    2.9   2.9 
Expected volatility
   38.7  25.1   38.7  25.1
Average volatility of peer companies
   34.7  26.1   34.7  26.1
Correlation coefficient
   45.8  36.6   45.8  36.6
Expected dividends
   0     —      0     —   
The following table summarizes the unvested performance stock unit award activity for the sixnine months ended July 3,October 2, 2021 (in thousands, except per share data):
 
  
Shares
   
Weighted-Average

Fair Value per
Share
   
Shares
   
Weighted-Average

Fair Value per
Share
 
Unvested at December 31, 2020
   95   $230.36    95   $230.36 
Granted
   41   $315.98    41   $315.98 
Vested
   (5  $242.94    (5  $242.94 
Forfeited
   (39  $229.78    (44  $199.22 
  
 
      
 
    
Unvested at July 3, 2021
   92   $268.08 
Unvested at October 2, 2021
   87   $285.73 
  
 
      
 
    
9 Earnings Per Share
Basic and diluted EPS calculations are detailed as follows (in thousands, except per share data):
 
  
Three Months Ended July 3, 2021
 
  
Net Income
(Numerator)
   
Weighted-
Average Shares
(Denominator)
   
Per Share
Amount
 
Net income per basic common share
  $167,292    61,685   $2.71 
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities
   0      472    (0.02
  
 
   
 
   
 
 
Net income per diluted common share
  $167,292    62,157   $2.69 
  
 
   
 
   
 
 
   
Three Months Ended October 2, 2021
 
  
Three Months Ended June 27, 2020
   
Net Income
   
Weighted-
Average Shares
   
Per Share
 
  
Net Income
(Numerator)
   
Weighted-
Average Shares
(Denominator)
   
Per Share
Amount
   
(Numerator)
   
(Denominator)
   
Amount
 
Net income per basic common share
  $122,929    61,944   $1.98   $161,185    61,359   $2.63 
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities
   —      240    —      0      529    (0.03
  
 
   
 
   
 
   
 
   
 
   
 
 
Net income per diluted common share
  $122,929    62,184   $1.98   $161,185    61,888   $2.60 
  
 
   
 
   
 
   
 
   
 
   
 
 
 
2427

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
 
  
Six Months Ended July 3, 2021
   
Three Months Ended September 26, 2020
 
  
Net Income

(Numerator)
   
Weighted-
Average Shares

(Denominator)
   
Per Share

Amount
   
Net Income
(Numerator)
   
Weighted-
Average Shares
(Denominator)
   
Per Share
Amount
 
Net income per basic common share
  $315,419    61,979   $5.09   $126,769    62,002   $2.04 
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities
   0      456    (0.04   —      301    (0.01
  
 
   
 
   
 
   
 
   
 
   
 
 
Net income per diluted common share
  $315,419    62,435   $5.05   $126,769    62,303   $2.03 
  
 
   
 
   
 
   
 
   
 
   
 
 
 
  
Six Months Ended June 27, 2020
 
  
Net Income

(Numerator)
   
Weighted-

Average Shares

(Denominator)
   
Per Share

Amount
 
Net income per basic common share
  $176,491    62,085   $2.84 
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities
   0      319    (0.01
  
 
   
 
   
 
 
Net income per diluted common share
  $176,491    62,404   $2.83 
  
 
   
 
   
 
 
   
Nine Months Ended October 2, 2021
 
   
Net Income
(Numerator)
   
Weighted-
Average Shares
(Denominator)
   
Per Share
Amount
 
Net income per basic common share
  $476,604    61,771   $7.72 
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities
   0      473    (0.06
   
 
 
   
 
 
   
 
 
 
Net income per diluted common share
  $476,604    62,244   $7.66 
   
 
 
   
 
 
   
 
 
 
   
Nine Months Ended September 26, 2020
 
   
Net Income
(Numerator)
   
Weighted-
Average Shares
(Denominator)
   
Per Share
Amount
 
Net income per basic common share
  $303,260    62,057   $4.89 
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities
   0      314    (0.03
   
 
 
   
 
 
   
 
 
 
Net income per diluted common share
  $303,260    62,371   $4.86 
   
 
 
   
 
 
   
 
 
 
For the three and sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020, the Company had fewer than 1 million stock options that were antidilutive due to having higher exercise prices than the Company’s average stock price during the applicable period. These securities were not included in the computation of diluted EPS. The effect of dilutive securities was calculated using the treasury stock method.
10 Accumulated Other Comprehensive Income
The components of accumulated other comprehensive loss are detailed as follows (in thousands):
 
  
Currency
Translation
   
Unrealized Gain
(Loss) on
Retirement Plans
   
Unrealized Loss
on Investments
   
Accumulated Other
Comprehensive
Loss
 
  
Currency
Translation
   
Unrealized Gain
(Loss) on
Retirement Plans
   
Unrealized Gain on
Investments
   
Accumulated Other
Comprehensive
Loss
 
Balance at December 31, 2020
  $(98,082  $(19,861  $0     $(117,943  $(98,082  $(19,861  $0     $(117,943
Other comprehensive income (loss), net of tax   5,816    963    (15   6,764    1,256    1,071    2    2,329 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Balance at July 3, 2021
  $(92,266  $(18,898  $(15  $(111,179
Balance at October 2, 2021
  $(96,826  $(18,790  $2   $(115,614
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
 
25
28

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
 
11 Retirement Plans
The Company sponsors various retirement plans. The components of net periodic benefit cost other than the service cost component are included in other expense in the consolidated statements of operations. The summary of the components of net periodic pension costs for the plans for the three and sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 is as follows (in thousands):
 
  
Three Months Ended
   
Three Months Ended
 
  
July 3, 2021
   
June 27, 2020
   
October 2, 2021
   
September 26, 2020
 
  
U.S. Retiree

Healthcare

Plan
   
Non-U.S.

Pension

Plans
   
U.S. Retiree

Healthcare

Plan
   
Non-U.S.

Pension

Plans
   
U.S. Retiree
Healthcare
Plan
   
Non-U.S.

Pension
Plans
   
U.S. Retiree
Healthcare
Plan
   
Non-U.S.

Pension
Plans
 
Service cost
  $232   $1,147   $151   $1,095   $198   $1,140   $197   $1,140 
Interest cost
   139    312    177    338    141    309    180    353 
Expected return on plan assets
   (255   (464   (220   (454   (248   (459   (214   (476
Settlement loss
   0      102    0      0   
Net amortization:
                        
Prior service credit
   (4   (39   (5   (41
Prior service (credit) cost
   (5   13    (4   (41
Net actuarial loss
   0      261    —      382    8    130    —      397 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Net periodic pension cost
  $112   $1,217   $103   $1,320   $94   $1,235   $159   $1,373 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
 
  
Six Months Ended
 
  
July 3, 2021
   
June 27, 2020
 
  
U.S. Retiree

Healthcare

Plan
   
Non-U.S.

Pension

Plans
   
U.S. Retiree

Healthcare

Plan
   
Non-U.S.

Pension

Plans
 
Service cost
  $465   $2,307   $302   $2,194 
Interest cost
   278    627    353    683 
Expected return on plan assets
   (510   (930   (439   (910
Net amortization:
            
Prior service credit
   (9   (80   (10   (81
Net actuarial loss
   0      523    —      767 
  
 
   
 
   
 
   
 
 
Net periodic pension cost
  $224   $2,447   $206   $2,653 
  
 
   
 
   
 
   
 
 
   
Nine Months Ended
 
   
October 2, 2021
   
September 26, 2020
 
   
U.S. Retiree
Healthcare
Plan
   
Non-U.S.

Pension
Plans
   
U.S. Retiree
Healthcare
Plan
   
Non-U.S.

Pension
Plans
 
Service cost
  $663   $3,447   $499   $3,334 
Interest cost
   419    936    533    1,036 
Expected return on plan assets
   (758   (1,389   (653   (1,386
Settlement loss
   0      102    0      0   
Net amortization:
                    
Prior service credit
   (14   (67   (14   (122
Net actuarial loss
   8    653    —      1,164 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net periodic pension cost
  $318   $3,682   $365   $4,026 
   
 
 
   
 
 
   
 
 
   
 
 
 
During fiscal year 2021, the Company expects to contribute a total of approximately $3 million to $6 million to the Company’s defined benefit plans.
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 2 operating segments: Waters
TM
and TA
TM
.
29

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
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. 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. Please refer to the consolidated financial statements for financial information
regarding the 1reportable1 reportable segment of the Company.
Net sales for the Company’s products and services are as follows for the three and nine months ended October 2, 2021 and September 26, 2020 (in thousands):
   
Three Months Ended
   
Nine Months Ended
 
   
October 2, 2021
   
September 26,
2020
   
October 2, 2021
   
September 26,
2020
 
Product net sales:
                    
Waters instrument systems
  $240,475   $225,790   $717,910   $550,018 
Chemistry consumables
   123,045    108,175    368,478    300,525 
TA instrument systems
   55,613    42,274    155,722    114,799 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total product sales
   419,133    376,239    1,242,110    965,342 
Service net sales:
                    
Waters service
   218,291    199,501    644,625    562,843 
TA service
   21,809    18,044    62,690    50,522 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total service sales
   240,100    217,545    707,315    613,365 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total net sales
  $659,233   $593,784   $1,949,425   $1,578,707 
   
 
 
   
 
 
   
 
 
   
 
 
 
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 October 2, 2021 and September 26, 2020 (in thousands):
   
Three Months Ended
   
Nine Months Ended
 
   
October 2, 2021
   
September 26,
2020
   
October 2, 2021
   
September 26,
2020
 
Net Sales:
                    
Asia:
                    
China
  $115,886   $115,666   $346,030   $252,713 
Japan
   44,293    44,779    139,702    131,098 
Asia Other
   94,423    75,737    268,359    219,660 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total Asia
   254,602    236,182    754,091    603,471 
Americas:
                    
United States
   194,776    172,267    544,124    465,093 
Americas Other
   36,225    27,180    109,128    81,312 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total Americas
   231,001    199,447    653,252    546,405 
Europe
   173,630    158,155    542,082    428,831 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total net sales
  $659,233   $593,784   $1,949,425   $1,578,707 
   
 
 
   
 
 
   
 
 
   
 
 
 
30

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
 
Net sales for the Company’s products and services are as follows for the three and six months ended July 3, 2021 and June 27, 2020 (in thousands):
   
Three Months Ended
   
Six Months Ended
 
   
July 3, 2021
   
June 27, 2020
   
July 3, 2021
   
June 27, 2020
 
Product net sales:
                    
Waters instrument systems
  $261,363   $181,399   $477,435   $324,228 
Chemistry consumables
   126,459    95,105    245,433    192,350 
TA instrument systems
   53,133    38,416    100,109    72,525 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total product sales
   440,955    314,920    822,977    589,103 
     
Service net sales:
                    
Waters service
   219,502    189,205    426,334    363,342 
TA service
   21,190    15,859    40,881    32,478 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total service sales
   240,692    205,064    467,215    395,820 
   
 
 
   
 
 
   
 
 
   
 
 
 
     
Total net sales
  $681,647   $519,984   $1,290,192   $984,923 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net sales are attributable to geographic areas based on the region of destination. Geographic sales information is presented below for the three and six months ended July 3, 2021 and June 27, 2020 (in thousands):
   
Three Months Ended
   
Six Months Ended
 
   
July 3, 2021
   
June 27, 2020
   
July 3, 2021
   
June 27, 2020
 
Net Sales:
                    
Asia:
                    
China
  $127,225   $89,816   $230,144   $137,047 
Japan
   45,113    41,230    95,409    86,319 
Asia Other
   97,609    77,163    173,936    143,923 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total Asia
   269,947    208,209    499,489    367,289 
Americas:
                    
United States
   186,915    148,928    349,348    292,826 
Americas Other
   37,979    25,854    72,903    54,132 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total Americas
   224,894    174,782    422,251    346,958 
Europe
   186,806    136,993    368,452    270,676 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total net sales
  $681,647   $519,984   $1,290,192   $984,923 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net sales by customer class are as follows for the three and sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 (in thousands):
 
   
Three Months Ended
   
Six Months Ended
 
   
July 3, 2021
   
June 27, 2020
   
July 3, 2021
   
June 27, 2020
 
Pharmaceutical
  $416,705   $311,018   $776,853   $583,581 
Industrial
   202,579    152,110    385,852    295,464 
Academic and government
   62,363    56,856    127,487    105,878 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total net sales
  $681,647   $519,984   $1,290,192   $984,923 
   
 
 
   
 
 
   
 
 
   
 
 
 
27

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
   
Three Months Ended
   
Nine Months Ended
 
   
October 2, 2021
   
September 26,
2020
   
October 2, 2021
   
September 26,
2020
 
Pharmaceutical
  $398,338   $343,001   $1,175,191   $926,582 
Industrial
   196,032    179,128    581,884    474,592 
Academic and government
   64,863    71,655��   192,350    177,533 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total net sales
  $659,233   $593,784   $1,949,425   $1,578,707 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net sales for the Company recognized at a point in time versus over time are as follows for the three and sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 (in thousands):
 
  
Three Months Ended
   
Six Months Ended
   
Three Months Ended
   
Nine Months Ended
 
  
July 3, 2021
   
June 27, 2020
   
July 3, 2021
   
June 27, 2020
   
October 2,
2021
   
September 26,
2020
   
October 2,
2021
   
September 26,
2020
 
Net sales recognized at a point in time:
                        
Instrument systems
  $314,496   $219,815   $577,544   $396,753   $296,088   $268,064   $873,632   $664,817 
Chemistry consumables
   126,459    95,105    245,433    192,350    123,045    108,175    368,478    300,525 
Service sales recognized at a point in time (time & materials)
   88,832    78,867    168,119    146,609    85,093    92,145    253,212    238,754 
  
 
   
 
   
 
   
 
 
Total net sales recognized at a point in time
   529,787    393,787    991,096    735,712    504,226    468,384    1,495,322    1,204,096 
  
 
   
 
   
 
   
 
 
 
Net sales recognized over time:
                        
Service and software maintenance sales recognized over time (contracts)
   151,860    126,197    299,096    249,211    155,007    125,400    454,103    374,611 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Total net sales
  $681,647   $519,984   $1,290,192   $984,923   $659,233   $593,784   $1,949,425   $1,578,707 
  
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 
13 Recent Accounting Standard Changes and Developments
Recently Adopted Accounting Standards
In June 2016, accounting guidance was issued that modifies the recognition of credit losses related to financial assets, such as debt securities, trade receivables, net investments in leases,
off-balance
sheet credit exposures, and other financial assets that have the contractual right to receive cash. Prior guidance required the recognition of a credit loss when it was considered probable that a loss event had occurred. The current guidance requires the measurement of expected credit losses to be based upon relevant information, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the asset. As such, expected credit losses may be recognized sooner under the new guidance due to the broader range of information that will be required to determine credit loss estimates. The new guidance also amends the current other-than-temporary impairment model used for debt securities classified as
available-for-sale.
When the fair value of an
available-for-sale
debt security is below its amortized cost, the new guidance requires the total unrealized loss to be bifurcated into its credit and
non-credit
components. Any expected credit losses or subsequent recoveries will be recognized in earnings and any changes not considered credit related will continue to be recognized within other comprehensive income. This guidance is effective for annual and interim periods beginning after December 15, 2019. On January 1, 2020 the Company adopted this new standard using a modified retrospective method for all financial assets measured at amortized cost which only impacted the Company’s allowance on trade accounts receivable. The Company did not have any significant
off-balance
sheet credit exposures which would be impacted by the new guidance. Results for reporting periods beginning after January 1, 2020 are presented under the new standard while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease of $1
 million to stockholders’ deficit as of January 1, 2020 for the cumulative effect of adopting the new standard due to converting to the current expected credit loss model for the allowance recorded against trade accounts receivables. This accounting standard did not have a material impact on the Company’s results of operations and cash flows. 
In January 2017, accounting guidance was issued that simplifies the accounting for goodwill impairment. The guidance eliminates step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. This guidance is effective for annual and interim periods beginning after December 15, 2019. The Company adopted this standard on January 1, 2020. The adoption of this standard did not have a material effect on the Company’s financial position, results of operations and cash flows.
In August 2018, accounting guidance was issued that modifies the disclosure requirements of fair value measurements. The amendments remove disclosures that are no longer considered cost beneficial, clarify the specific requirements of disclosure and add disclosure requirements identified as relevant. This guidance is effective for annual and interim periods beginning after December 15, 2019. The Company adopted this standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations and cash flows.
In August 2018, accounting guidance was issued that modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments remove disclosures that are no longer
 
28
31

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
 
considered cost beneficial, clarify the specific requirements of disclosure and add disclosure requirements identified as relevant. This guidance is effective for annual and interim periods ending after December 15, 2020. The Company adopted this standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations and cash flows.
In December 2019, accounting guidance was issued that simplifies the accounting for income taxes by removing certain exceptions within the current guidance, including the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The amendment also improves consistent application by clarifying and amending existing guidance related to aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step up in the tax basis of goodwill. This guidance is effective for annual and interim periods beginning after December 15, 2020. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations and cash flows.
In January 2020, accounting guidance
was issued that clarifies the accounting guidance for equity method investments, joint ventures, and derivatives and hedging. The update clarifies the interaction between different sections of the accounting guidance that could be applicable and helps clarify which guidance should be applied in certain situations which should increase relevance and comparability of financial statement information. This guidance is effective for annual and interim periods beginning after December 15, 2020. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company’s financial position, results of operations and cash flows.
Recently Issued Accounting Standards
In March 2020, accounting guidance was issued that facilitates the effects of reference rate reform
on financial reporting. The amendments in the update provide optional guidance for a limited period of time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that
32

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)
reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January of 2021, an update was issued to clarify that certain optional expedients and exceptions under the reference rate reform guidance for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. Specifically, certain provisions in the reference rate reform guidance, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. This temporary guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company may elect to apply this guidance for all contract modifications or eligible hedging relationships during that time period subject to certain criteria. The Company is still evaluating the impact of reference rate reform and whether this guidance will be adopted.
 
2933

Item 2:
 Management’sManagement
s Discussion and Analysis of Financial Condition and
Results of Operations
Business Overview
The Company has two operating segments: Waters
TM
and TA
TM
. Waters products and services primarily consist of high performance liquid chromatography (“HPLC”), ultra performance liquid chromatography (“UPLC
TM
” and, together with HPLC, referred to as “LC”), mass spectrometry (“MS”) 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.
COVID-19
Pandemic
Both the Company’s domestic and international operations have been and continue to be affected by the ongoing global
COVID-19
pandemic that has led to volatility and uncertainty in the U.S. and international markets. The Company is actively managing its business to respond to the
COVID-19
impact; however, the Company cannot reasonably estimate the length or severity of the
COVID-19
pandemic, including the effect of the emergence of variants of the virus, or the related response, or the extent to which the disruption may materially impact the Company’s business, consolidated financial position, consolidated results of operations or consolidated cash flows in the future.
During the six months ended July 3, 2021, the
COVID-19
pandemic did not materially impact the Company’s manufacturing facilities or those of the third parties to whom it outsources certain manufacturing processes, the distribution centers where its inventory is managed, or the operations of its logistics and other service providers. The Company also did not see material disruptions or delays in shipments of certain materials or components of its products.
The Company has taken decisive and appropriate actions throughout the pandemic, and continues to take proactive measures to guard the health of its global employee base and the safety of all customer interactions. The Company has implemented rigorous protocols to promote a safe work environment in all of its locations that are operational around the world and continues to closely monitor and update its multi-phase process for the safe return of employees to their physical workplaces as social distancing, governmental requirements, including capacity limitations, and other protocols allow.
The vast majority of the markets the Company serves, most notably the pharmaceutical, biomedical research, materials sciences, food/environmental and clinical markets, have continued to operate at various levels, and the Company is working closely with these customers to facilitate their seamless operation.
The
COVID-19
pandemic continues to be fluid with uncertainties and risks remaining across the global economy. During 2020, the Company took a proactive approach managing through this unpredictability and implemented a series of cost reduction actions, which included temporary salary reductions, furloughs and reductions in
non-essential
spending and other working capital reductions in order to preserve liquidity and enhance financial flexibility. These cost reductions were completed by the end of 2020; however, the Company’s plan will be adjusted accordingly depending on the pace of the recovery and any further governmental restrictions that may be implemented. The 2020 cost actions reduced the Company’s spending by approximately $100 million with 58% of these savings being realized by the end of the second quarter of 2020 and approximately 21% of the savings being realized in each of the third and fourth quarters of 2020. The majority of these cost saving actions were reinstated at the beginning of 2021 and as a result, the Company expects a significant increase in its expenses and a negative impact on its cash flows during the second half of 2021 from a normalization of these costs.
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Table of Contents
Financial Overview
The Company’s operating results are as follows for the three and six months ended July 3, 2021 and June 27, 2020 (dollars in thousands, except per share data):
   
Three Months Ended
  
Six Months Ended
 
   
July 3,
2021
  
June 27,
2020
  
% change
  
July 3, 2021
  
June 27,
2020
  
% change
 
Revenues:
                         
Product sales
  $440,955  $314,920  
 
40
 $822,977  $589,103  
 
40
Service sales
   240,692   205,064  
 
17
  467,215   395,820  
 
18
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Total net sales
   681,647   519,984  
 
31
  1,290,192   984,923  
 
31
Costs and operating expenses:
                         
Cost of sales
   280,254   213,134  
 
31
  534,401   423,778  
 
26
Selling and administrative expenses
   158,213   117,449  
 
35
  301,409   265,184  
 
14
Research and development expenses
   44,949   31,155  
 
44
  83,041   66,144  
 
26
Purchased intangibles amortization
   1,809   2,618  
 
(31
%) 
  3,649   5,243  
 
(30
%) 
Litigation provision
   —     514  
 
(100
%) 
  —     —    
 
—  
 
Acquired
in-process
research and development
   —     —    
 
—  
 
  —     1,180  
 
(100
%) 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Operating income
   196,422   155,114  
 
27
  367,692   223,394  
 
65
Operating income as a % of sales
  
 
28.8
 
 
29.8
     
 
28.5
 
 
22.7
    
       
Other income (expense)
   9,321   (736 
 
*
  18,680   (1,110 
 
*
Interest expense, net
   (8,329  (9,015 
 
(8
%) 
  (15,174  (19,058 
 
(20
%) 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Income before income taxes
   197,414   145,363  
 
36
  371,198   203,226  
 
83
Provision for income taxes
   30,122   22,434  
 
34
  55,779   26,735  
 
109
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Net income
  $167,292  $122,929  
 
36
 $315,419  $176,491  
 
79
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
       
Net income per diluted common share
  $2.69  $1.98  
 
36
 $5.05  $2.83  
 
78
**
Percentage not meaningful
Despite the various ongoing challenges caused by the
COVID-19
pandemic, the Company’s net sales increased 31% in both the second quarter and first half of 2021 as compared to the second quarter and first half of 2020. The sales growth in the 2021 periods was driven by strong sales growth across all major geographies, end markets, and product categories. Overall, sales benefited from stronger demand for our products and services across all major geographies as a result of our customers continuing to resume laboratory and manufacturing operations, particularly in China where sales grew 42% and 68% in the second quarter and first half of 2021, respectively. Foreign currency translation increased total sales by 4% in both the second quarter and first half of 2021. In addition, the Company’s first half of 2021 included five more calendar days than the first half of 2020.
Instrument system sales increased 43% and 46% for the second quarter and first half of 2021, respectively, due to customer demand continuing to increase to
pre-pandemic
levels as customer laboratories and manufacturing facilities continued to return to normal operations. This strength was broad-based, particularly in LC,
LC-MS
and TA instrument system sales. Foreign currency translation increased instrument system sales by 3% and 4% in the second quarter and first half of 2021, respectively. Recurring revenues (combined sales of precision chemistry consumables and services) increased 22% and 21% for the second quarter and first half of 2021, respectively, with foreign currency translation increasing sales by 4% in both the quarter and first half of the year. In the first half of 2021, recurring revenues benefited from five additional calendar days as compared to the first half of 2020.
Geographically, the Company’s sales growth in the second quarter and first half of 2021 was broad-based across all major regions. During the second quarter of 2021, sales increased 30% in Asia, 29% in the Americas, and 36% in Europe, with the effect of foreign currency translation increasing sales in those regions by 2%, 1%, and 11%, respectively. During the first half of 2021, sales increased 36% in Asia, 22% in the Americas, and 36% in Europe, with the effect of foreign currency translation increasing sales in those regions by 2%, 1%, and 11%, respectively.
In the second quarter and first half of 2021, China sales increased 42% and 68%, respectively, driven by stronger demand due to customers resuming laboratory and manufacturing operations as well as the
pent-up
demand caused by the 32% decline in China’s sales in the first half of 2020 when the negative impact of the pandemic lockdowns was occurring. Foreign currency translation increased China sales growth by 5% and 6% in the quarter and first half of 2021, respectively. Sales increased 26% in the U.S., 9% in Japan and 47% in India in the quarter. Foreign currency translation decreased sales growth by 2% in Japan and 11% in India in the second quarter of 2021.
31

Table of Contents
During the second quarter of 2021, sales to pharmaceutical customers increased 34%, driven by growth in all regions, including 48% in China, 49% in India, and 33% in Europe as strong customer demand continued to recover to
pre-pandemic
levels. Foreign currency translation increased pharmaceutical sales growth by 3%. Combined sales to industrial customers, which include material characterization, food, environmental and fine chemical markets, increased 33%, with the effect of foreign currency translation increasing sales growth by 5%. During the second quarter of 2021, combined sales to academic and government customers increased 10%, as customers continued to ramp up their spending in the first half of the year following lower spending levels throughout 2020 due to the
COVID-19
pandemic. Foreign currency translation increased academic and government sales growth by 3%. Sales to our academic and government customers are highly dependent on when institutions receive funding to purchase our instrument systems and, as such, sales can vary significantly from period to period.
During the first half of 2021, sales to pharmaceutical customers increased 33%, driven by growth in all regions as strong customer demand continued to recover to
pre-pandemic
levels. Foreign currency translation increased pharmaceutical sales growth by 4%. Combined sales to industrial customers increased 31%, with the effect of foreign currency translation increasing sales growth by 5%. During the first half of 2021, combined sales to academic and government customers increased 20%, as customers ramped up their spending in the first half of the year following lower spending levels throughout 2020 due to the
COVID-19
pandemic. Foreign currency translation increased academic and government sales growth by 3%.
Operating income increased 27% and 65% for the second quarter and first half of 2021, respectively. These increases were primarily a result of the increase in sales volumes caused by our customers continuing to resume laboratory and manufacturing operations throughout the world. Both the quarter and
year-to-date
operating income increases were partially offset by the restoration of expenses that had been decreased in the 2020 periods which consisted of a series of cost reduction actions that included salary reductions, furloughs and reductions in
non-essential
spending that increased operating income by approximately $54 million in 2020. In addition, operating income in the second quarter and first half of 2020 also included $3 million and $21 million, respectively, of severance-related costs in connection with a reduction in workforce and lease termination costs.
The Company generated $361 million and $350 million of net cash flows from operations in the first half of 2021 and 2020, respectively. This increase in operating cash flow was primarily a result of the increase in sales volumes being offset by the $54 million benefit from the reduction in expenses from the COVID-19 pandemic cost actions implemented and working capital improvement during the second quarter of 2020.
Cash flows used in investing activities included capital expenditures related to property, plant, equipment and software capitalization of $77 million and $97 million in the first half of 2021 and 2020, respectively. The cash flows from investing activities in the first half of 2021 also included $28 million of capital expenditures related to the expansion of the Company’s precision chemistry consumable operations in the U.S. The Company has incurred $182 million on this facility through the end of the first half of 2021 and anticipates spending a total of $215 million to build and equip this new
state-of-the-art
manufacturing facility.
In March 2021, the Company issued senior unsecured notes with an aggregate principal amount of $500 million. The Series N $100 million notes have a five-year term and a fixed interest rate of 1.68%. The Series O $400 million notes have a 10-year term and a fixed interest rate of 2.25%.
In January 2019, the Company’s Board of Directors authorized the Company to repurchase up to $4 billion of its outstanding common stock over a
two-year
period. During the first half of 2021 and 2020, the Company repurchased $339 million and $167 million of the Company’s outstanding common stock, respectively, under authorized share repurchase programs. While the Company believes that it has the financial flexibility to fund these share repurchases given current cash and investment levels and debt borrowing capacity, as well as to invest in research, technology and business acquisitions to further grow the Company’s sales and profits. In December 2020, the Company’s Board of Directors authorized the extension of the share repurchase program through January 21, 2023.
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Table of Contents
Results of Operations
Business Overview
The Company has two operating segments: Waters
TM
and TA
TM
. Waters products and services primarily consist of high performance liquid chromatography (“HPLC”), ultra performance liquid chromatography (“UPLC
TM
” and, together with HPLC, referred to as “LC”), mass spectrometry (“MS”) 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.
COVID-19
Pandemic
Both the Company’s domestic and international operations have been and continue to be affected by the ongoing global
COVID-19
pandemic that has led to volatility and uncertainty in the U.S. and international markets. The Company is actively managing its business to respond to the
COVID-19
impact; however, the Company cannot reasonably estimate the length or severity of the
COVID-19
pandemic, including the effect of the emergence of variants of the virus, or the related response, or the extent to which the disruption may materially impact the Company’s business, consolidated financial position, consolidated results of operations or consolidated cash flows in the future.
The
COVID-19
pandemic has not materially impacted the Company’s manufacturing facilities or those of the third parties to whom it outsources certain manufacturing processes, the distribution centers where its inventory is managed, or the operations of its logistics and other service providers. The Company also did not see material disruptions or delays in shipments of certain materials or components of its products. However, the current logistic and supply chain issues being experienced throughout the world have made it more difficult for us to manage our operations and as such we cannot provide any assurances that any further disruptions in the logistics and supply chains will not have a material impact on our future financial results and cashflows.
The Company has taken decisive and appropriate actions throughout the
COVID-19
pandemic, and continues to take proactive measures to guard the health of its global employee base and the safety of all customer interactions. The Company has implemented rigorous protocols to promote a safe work environment in all of its locations that are operational around the world and continues to closely monitor and update its multi-phase process for the safe return of employees to their physical workplaces as social distancing, governmental requirements, including capacity limitations, and other protocols allow.
The vast majority of the markets the Company serves, most notably the pharmaceutical, biomedical research, materials sciences, food/environmental and clinical markets, have continued to operate at various levels, and the Company is working closely with these customers to facilitate their seamless operation.
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The
COVID-19
pandemic continues to be fluid with uncertainties and risks across the global economy. During 2020, the Company took a proactive approach managing through this unpredictability and implemented a series of cost reduction actions, which included temporary salary reductions, furloughs and reductions in
non-essential
spending and other working capital reductions in order to preserve liquidity and enhance financial flexibility. These cost reductions were completed by the end of 2020; however, the Company’s plan will be adjusted accordingly depending on the pace of the recovery and any further governmental restrictions that may be implemented. The 2020 cost actions reduced the Company’s spending by approximately $100 million with 79% of these savings being realized by the end of the third quarter of 2020 and approximately 21% of the savings being realized in the fourth quarter of 2020. The majority of these cost saving actions were reinstated at the beginning of 2021 and as a result, the Company expects a significant increase in its expenses and a negative impact on its cash flows during the fourth quarter of 2021 from a normalization of these costs.
Financial Overview
The Company’s operating results are as follows for the three and nine months ended October 2, 2021 and September 26, 2020 (dollars in thousands, except per share data):
   
Three Months Ended
  
Nine Months Ended
 
   
October 2,
2021
  
September 26,
2020
  
% change
  
October 2,
2021
  
September 26,
2020
  
% change
 
Revenues:
       
Product sales
  $419,133  $376,239  
 
11
 $1,242,110  $965,342  
 
29
Service sales
   240,100   217,545  
 
10
  707,315   613,365  
 
15
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Total net sales
   659,233   593,784  
 
11
  1,949,425   1,578,707  
 
23
Costs and operating expenses:
       
Cost of sales
   271,128   262,342  
 
3
  805,529   686,120  
 
17
Selling and administrative expenses
   152,545   135,430  
 
13
  453,954   400,614  
 
13
Research and development expenses
   41,986   34,971  
 
20
  125,027   101,115  
 
24
Purchased intangibles amortization
   1,759   2,657  
 
(34
%) 
  5,408   7,900  
 
(32
%) 
Litigation provision
   —     —    
 
—  
 
  —     1,180  
 
(100
%) 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Operating income
   191,815   158,384  
 
21
  559,507   381,778  
 
47
Operating income as a % of sales
  
 
29.1
 
 
26.7
  
 
28.7
 
 
24.2
 
Other expense
   (607  (1,039 
 
(42
%) 
  18,073   (2,149 
 
*
Interest expense, net
   (8,533  (6,908 
 
24
  (23,707  (25,966 
 
(9
%) 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Income before income taxes
   182,675   150,437  
 
21
  553,873   353,663  
 
57
Provision for income taxes
   21,490   23,668  
 
(9
%) 
  77,269   50,403  
 
53
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Net income
  $161,185  $126,769  
 
27
 $476,604  $303,260  
 
57
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Net income per diluted common share
  $2.60  $2.03  
 
28
 $7.66  $4.86  
 
58
** Percentage not meaningful
The Company’s net sales increased 11% and 23% in the third quarter and first nine months of 2021, respectively, as compared to the third quarter and first nine months of 2020. The sales growth in the 2021 periods was driven by strong sales growth across most major geographies, end markets, and product categories. Overall, sales benefited
35

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from stronger demand for our products and services across all major geographies as a result of our customers continuing to resume laboratory and manufacturing operations except in China, where the Company’s sales were flat due to third-party shipping logistic execution issues and in Japan. Foreign currency translation had minimal impact on total sales in the third quarter and increased sales by 2% in the first nine months of 2021. In addition, the Company’s first nine months of 2021 included five more calendar days than the first nine months of 2020.
Instrument system sales increased 10% and 31% for the third quarter and first nine months of 2021, respectively, due to customer demand continuing to increase to
pre-pandemic
levels as customer laboratories and manufacturing facilities continued to return to normal operations. This strength in the first nine months was broad-based, particularly in LC,
LC-MS
and TA instrument system sales. Foreign currency translation had minimal impact on instrument system sales in the third quarter and increased sales by 2% in the first nine months of 2021. Recurring revenues (combined sales of precision chemistry consumables and services) increased 11% and 18% for the third quarter and first nine months of 2021, respectively, with foreign currency translation being neutral in the quarter and increasing sales by 3% in the first nine months of the year. In the first nine months of 2021, recurring revenues benefited from five additional calendar days as compared to the first nine months of 2020.
Geographically, the Company’s sales growth in the third quarter and first nine months of 2021 was broad-based. During the third quarter of 2021, sales increased 8% in Asia, 16% in the Americas, and 10% in Europe, with the effect of foreign currency translation increasing sales in Europe by 2%. During the first nine months of 2021, sales increased 25% in Asia, 20% in the Americas, and 26% in Europe, with the effect of foreign currency translation increasing sales by 1% in both Asia and the Americas, and 7% in Europe.
In the third quarter and first nine months of 2021, China sales were flat and increased 37%, respectively, driven by stronger demand due to customers resuming laboratory and manufacturing operations as well as the
pent-up
demand caused by the 20% decline in China’s sales in the first nine months of 2020 when the negative impact of the
COVID-19
pandemic lockdowns was occurring. China’s sales growth in the third quarter was negatively impacted by the third-party shipping logistic issues in China that resulted in flat sales growth. Foreign currency translation increased China sales growth by 3% and 5% in the quarter and first nine months of 2021, respectively. Sales increased 13% in the U.S. and 32% in India, while sales decreased by 1% in Japan in the quarter. Foreign currency translation decreased sales growth by 10% in India and 4% in Japan in the third quarter of 2021.
During the third quarter of 2021, sales to pharmaceutical customers increased 16%, driven by growth in all regions, including 14% in China, 41% in India, 16% in the Americas and 10% in Europe as strong customer demand continued to recover to
pre-pandemic
levels. Foreign currency translation had minimal impact on pharmaceutical sales growth in the quarter. Combined sales to industrial customers, which include material characterization, food, environmental and fine chemical markets, increased 9%, with the effect of foreign currency translation having minimal impact on sales growth in the quarter. During the third quarter of 2021, combined sales to academic and government customers decreased 9%, with foreign currency translation increasing academic and government sales by 2%. Sales to our academic customers declined 15% while sales to our government customers increased by 1%. 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.
During the first nine months of 2021, sales to pharmaceutical customers increased 27%, driven by growth in all regions as strong customer demand continued to recover to
pre-pandemic
levels. Foreign currency translation increased pharmaceutical sales growth by 3%. Combined sales to industrial customers increased 23%, with the effect of foreign currency translation increasing sales growth by 4%. During the first nine months of 2021, combined sales to academic and government customers increased 8%, as customers ramped up their spending in the first nine months of the year following lower spending levels throughout 2020 due to the
COVID-19
pandemic. Foreign currency translation increased academic and government sales growth by 2%.
Operating income increased 21% and 47% for the third quarter and first nine months of 2021, respectively. These increases were primarily a result of the increase in sales volumes caused by our customers continuing to resume laboratory and manufacturing operations throughout the world. Both the quarter and
year-to-date
operating income increases were partially offset by the restoration of expenses that had been decreased in the 2020 periods which consisted of a series of cost reduction actions that included salary reductions, furloughs and reductions in
non-essential
spending that increased operating income by approximately $81 million in 2020. In addition, operating income in the third quarter and first nine months of 2020 also included $6 million and $27 million, respectively, of severance-related costs in connection with a reduction in workforce and lease termination costs.
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The Company generated $529 million and $523 million of net cash flows from operations in the first nine months of 2021 and 2020, respectively. This increase in operating cash flow was primarily a result of the increase in sales volumes being offset by the $81 million benefit from the reduction in expenses from the
COVID-19
pandemic cost actions implemented and working capital improvement during the first nine months of 2020.
Cash flows used in investing activities included capital expenditures related to property, plant, equipment and software capitalization of $117 million and $125 million in the first nine months of 2021 and 2020, respectively. The cash flows from investing activities in the first nine months of 2021 and 2020 also included $40 million and $50 million, respectively, of capital expenditures related to the expansion of the Company’s precision chemistry consumable operations in the U.S. The Company has incurred $191 million on this facility through the end of the first nine months of 2021 and anticipates spending a total of $215 million to build and equip this new
state-of-the-art
manufacturing facility.
On September 17, 2021, the Company entered into an amended and restated credit agreement (the “2021 Credit Agreement”), which amended the Company’s existing credit agreement entered into in 2017 (the “2017 Credit Agreement”). The 2021 Credit Agreement provides for a $1.8 billion revolving facility (the “2021 Credit Facility”) and converted the $300 million term loan under the 2017 Credit Agreement into part of the new revolving facility. As of October 2, 2021, the 2021 Credit Facility had a total of $310 million outstanding. As of December 31, 2020, the revolving credit facility and the term loan governed by the 2017 Credit Agreement had a total of $100 million and $300 million, respectively, outstanding. The 2021 Credit Facility matures on September 17, 2026 and requires no scheduled prepayments before that date.
In March 2021, the Company issued senior unsecured notes with an aggregate principal amount of $500 million. The Series N $100 million notes have a five-year term and a fixed interest rate of 1.68%. The Series O $400 million notes have
a 10-year
term and a fixed interest rate of 2.25%.
Results of Operations
Sales by Geography
Geographic sales information is presented below for the three and sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 (dollars in thousands):
 
  
Three Months Ended
 
Six Months Ended
   
Three Months Ended
 
Nine Months Ended
 
  
July 3, 2021
   
June 27,
2020
   
% change
 
July 3, 2021
   
June 27,
2020
   
% change
   
October 2,
2021
   
September 26,
2020
   
% change
 
October 2,
2021
   
September 26,
2020
   
% change
 
Net Sales:
                            
Asia:
                            
China
  $127,225   $89,816   
 
42
 $230,144   $137,047   
 
68
  $115,886   $115,666   
 
—  
 
 $346,030   $252,713   
 
37
Japan
   45,113    41,230   
 
9
  95,409    86,319   
 
11
   44,293    44,779   
 
(1
%) 
  139,702    131,098   
 
7
Asia Other
   97,609    77,163   
 
26
  173,936    143,923   
 
21
   94,423    75,737   
 
25
  268,359    219,660   
 
22
  
 
   
 
   
 
  
 
   
 
   
 
   
 
   
 
   
 
  
 
   
 
   
 
 
Total Asia
   269,947    208,209   
 
30
  499,489    367,289   
 
36
   254,602    236,182   
 
8
  754,091    603,471   
 
25
Americas:
                            
United States
   186,915    148,928   
 
26
  349,348    292,826   
 
19
   194,776    172,267   
 
13
  544,124    465,093   
 
17
Americas Other
   37,979    25,854   
 
47
  72,903    54,132   
 
35
   36,225    27,180   
 
33
  109,128    81,312   
 
34
  
 
   
 
   
 
  
 
   
 
   
 
   
 
   
 
   
 
  
 
   
 
   
 
 
Total Americas
   224,894    174,782   
 
29
  422,251    346,958   
 
22
   231,001    199,447   
 
16
  653,252    546,405   
 
20
Europe
   186,806    136,993   
 
36
  368,452    270,676   
 
36
   173,630    158,155   
 
10
  542,082    428,831   
 
26
  
 
   
 
   
 
  
 
   
 
   
 
   
 
   
 
   
 
  
 
   
 
   
 
 
Total net sales
  $681,647   $519,984   
 
31
 $1,290,192   $984,923   
 
31
  $659,233   $593,784   
 
11
 $1,949,425   $1,578,707   
 
23
  
 
   
 
   
 
  
 
   
 
   
 
   
 
   
 
   
 
  
 
   
 
   
 
 
In the secondthird quarter and first halfnine months of 2021, sales benefited from stronger demand for our products and services across allmost major geographies and customer classes as a result of our customers continuing to resume laboratory and manufacturing operations, as well as the
pent-up
demand from 2020 caused by the pandemic, particularly in China, where sales grew 42% and 68%, respectively.
COVID-19
pandemic. The sales strength was broad-based, driven by continued growth in recurring revenues and the strong sales growth in instruments, particularly in LC and
LC-MS
instrument system sales which grew double-digits across all major geographies.sales. Recurring revenues sales growth was favorably impacted by the five additional calendar days in the first halfnine months of 2021 as compared to the first halfnine months of 2020.
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Table of Contents
Sales by Trade Class
Net sales by customer class are presented below for the three and sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 (dollars in thousands):
 
  
Three Months Ended
 
Six Months Ended
   
Three Months Ended
 
Nine Months Ended
 
  
July 3, 2021
   
June 27,
2020
   
% change
 
July 3, 2021
   
June 27,
2020
   
% change
   
October 2,
2021
   
September 26,
2020
   
% change
 
October 2,
2021
   
September 26,
2020
   
% change
 
Pharmaceutical
  $416,705   $311,018   
 
34
 $776,853   $583,581   
 
33
  $398,338   $343,001   
 
16
 $1,175,191   $926,582   
 
27
Industrial
   202,579    152,110   
 
33
  385,852    295,464   
 
31
   196,032    179,128   
 
9
  581,884    474,592   
 
23
Academic and government
   62,363    56,856   
 
10
  127,487    105,878   
 
20
   64,863    71,655   
 
(9
%) 
  192,350    177,533   
 
8
  
 
   
 
   
 
  
 
   
 
   
 
   
 
   
 
   
 
  
 
   
 
   
 
 
Total net sales
  $681,647   $519,984   
 
31
 $1,290,192   $984,923   
 
31
  $659,233   $593,784   
 
11
 $1,949,425   $1,578,707   
 
23
  
 
   
 
   
 
  
 
   
 
   
 
   
 
   
 
   
 
  
 
   
 
   
 
 
In the secondthird quarter and first halfnine months of 2021, the increase in sales to pharmaceutical customers was broad-based with double-digit sales growth across all major geographies, primarily due to stronger demand for our products and services as a result of our customers continuing to resume laboratory and manufacturing operations. Sales also benefited from the demand from certain pharmaceutical customers involved
with COVID-19
diagnostic testing and the increase in the development of new drugs and therapies. Foreign currency translation increasedhad minimal impact on sales to pharmaceutical customers in the third quarter and increased sales by 3% in the second quarter and 4% in the first halfnine months of 2021. Sales to industrial and academic and government
33

Table of Contents
customers increased double-digits9% and 23% in both the secondthird quarter and first halfnine months of 2021, respectively, primarily due to customers continuing to resume laboratory and manufacturing operations during the year. Foreign currency translation increased sales to industrial customers by 5%4% in both the second quarter and first halfnine months of 2021, and increased sales2021. Sales to academic and government customers decreased 9% in the third quarter and increased 8% in the first nine months of 2021, with foreign currency translation increasing sales by 3%2% in both the secondthird quarter and first halfnine months of 2021.
Waters Products and Services Net Sales
Net sales for Waters products and services were as follows for the three and sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 (dollars in thousands):
 
  
Three Months Ended
 
  
Three Months Ended
   
October 2, 2021
   
% of
Total
 
September 26, 2020
   
% of
Total
 
% change
 
  
July 3, 2021
   
% of
Total
 
June 27, 2020
   
% of
Total
 
% change
 
Waters instrument systems
  $261,363   
 
43
 $181,399   
 
39
 
 
44
  $240,475   
 
41
 $225,790   
 
42
 
 
7
Chemistry consumables
   126,459   
 
21
  95,105   
 
20
 
 
33
   123,045   
 
21
  108,175   
 
21
 
 
14
  
 
   
 
  
 
   
 
  
 
   
 
   
 
  
 
   
 
  
 
 
Total Waters product sales
   387,822   
 
64
  276,504   
 
59
 
 
40
   363,520   
 
62
  333,965   
 
63
 
 
9
Waters service
   219,502   
 
36
  189,205   
 
41
 
 
16
   218,291   
 
38
  199,501   
 
37
 
 
9
  
 
   
 
  
 
   
 
  
 
   
 
   
 
  
 
   
 
  
 
 
Total Waters net sales
  $607,324   
 
100
 $465,709   
 
100
 
 
30
  $581,811   
 
100
 $533,466   
 
100
 
 
9
  
 
   
 
  
 
   
 
  
 
   
 
   
 
  
 
   
 
  
 
 
 
   
Six Months Ended
 
   
July 3, 2021
   
% of
Total
  
June 27, 2020
   
% of
Total
  
% change
 
Waters instrument systems
  $477,435   
 
42
 $324,228   
 
37
 
 
47
Chemistry consumables
   245,433   
 
21
  192,350   
 
22
 
 
28
   
 
 
   
 
 
  
 
 
   
 
 
  
 
 
 
Total Waters product sales
   722,868   
 
63
  516,578  ��
 
59
 
 
40
Waters service
   426,334   
 
37
  363,342   
 
41
 
 
17
   
 
 
   
 
 
  
 
 
   
 
 
  
 
 
 
Total Waters net sales
  $1,149,202   
 
100
 $879,920   
 
100
 
 
31
   
 
 
   
 
 
  
 
 
   
 
 
  
 
 
 
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Table of Contents
   
Nine Months Ended
 
   
October 2, 2021
   
% of
Total
  
September 26, 2020
   
% of
Total
  
% change
 
Waters instrument systems
  $717,910   
 
41
 $550,018   
 
39
 
 
31
Chemistry consumables
   368,478   
 
22
  300,525   
 
21
 
 
23
  
 
 
   
 
 
  
 
 
   
 
 
  
 
 
 
Total Waters product sales
   1,086,388    63  850,543   
 
60
  28
Waters service
   644,625   
 
37
  562,843   
 
40
 
 
15
  
 
 
   
 
 
  
 
 
   
 
 
  
 
 
 
Total Waters net sales
  $1,731,013   
 
100
 $1,413,386   
 
100
  22
  
 
 
   
 
 
  
 
 
   
 
 
  
 
 
 
Waters products and service sales increased 30%9% and 31%22% in the secondthird quarter and first halfnine months of 2021, respectively, with the effect of foreign
currency translation increasing Waters sales by 3% and 4%2% in the second quarter and first halfnine months of 2021, respectively.2021. Chemistry consumables sales increased double-digits in both the quarter and first halfnine months of the year driven bydue to the strong demand in China, where sales grew 45%
year-to-date,
in addition to increased demand in the U.S., Europe, Japan,China, and India driven by the uptake in columns and application-specific testing kits to pharmaceutical customers. Waters service sales increased due to higher service demand billings as
COVID-19
business closures and restrictions began to ease, particularly in China and Europe.ease. Waters recurring revenues also benefited by five additional calendar days in the first halfnine months of the year. Waters instrument system sales (LC and MS technology-based) increased in allthe quarter across most major geographical regions, primarily due to higher sales as a result of stronger demand for our products and services as our customers continued to resume laboratory and manufacturing operations throughout the world.
In the secondthird quarter of 2021, Waters sales growth was broad-based and increased 34%7% in Europe, 27%15% in the Americas and 30%6% in Asia, with sales in China growing 44%.decreasing 1% as a result of third-party shipping logistic execution issues. Foreign currency translation increased Waters sales by 11% and 4% in Europe and China, respectively, and 1% in both Europe and the Americas, and Asia.3% in China.
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Table of Contents
TA Product and Services Net Sales
Net sales for TA products and services were as follows for the three and sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020 (dollars in thousands):
 
  
Three Months Ended
 
  
Three Months Ended
   
October 2, 2021
   
% of
Total
 
September 26, 2020
   
% of
Total
 
% change
 
  
July 3, 2021
   
% of
Total
 
June 27, 2020
   
% of
Total
 
% change
 
TA instrument systems
  $53,133   
 
71
 $38,416   
 
71
 
 
38
  $55,613   
 
72
 $42,274   
 
70
 
 
32
TA service
   21,190   
 
29
  15,859   
 
29
 
 
34
   21,809   
 
28
  18,044   
 
30
 
 
21
  
 
   
 
  
 
   
 
  
 
   
 
   
 
  
 
   
 
  
 
 
Total TA net sales
  $74,323   
 
100
 $54,275   
 
100
 
 
37
  $77,422   
 
100
 $60,318   
 
100
 
 
28
  
 
   
 
  
 
   
 
  
 
   
 
   
 
  
 
   
 
  
 
 
 
  
Nine Months Ended
 
  
Six Months Ended
   
October 2, 2021
   
% of
Total
 
September 26, 2020
   
% of
Total
 
% change
 
  
July 3, 2021
   
% of
Total
 
June 27, 2020
   
% of
Total
 
% change
 
TA instrument systems
  $100,109   
 
71
 $72,525   
 
69
 
 
38
  $155,722   
 
71
 $114,799   
 
69
 
 
36
TA service
   40,881   
 
29
  32,478   
 
31
 
 
26
   62,690   
 
29
  50,522   
 
31
 
 
24
  
 
   
 
  
 
   
 
  
 
   
 
   
 
  
 
   
 
  
 
 
Total TA net sales
  $140,990   
 
100
 $105,003   
 
100
 
 
34
  $218,412   
 
100
 $165,321   
 
100
 
 
32
  
 
   
 
  
 
   
 
  
 
   
 
   
 
  
 
   
 
  
 
 
TA instrument system and service sales growth in the secondthird quarter and first halfnine months of 2021 was broad-based across all major geographies increasing 37%28% and 34%32%, respectively, and was primarily driven by stronger demand as a result of our customers continuing to resume laboratory and manufacturing operations.
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In the secondthird quarter and first halfnine months of 2021, the increase in TA instrument system sales was primarily driven by strength in all major regions and the increase in TA service sales was mostly due to customers continuing to resume their operations after the restrictions caused
by COVID-19 during
2020, as well as sales of service plans and billings to a higher installed base of customers. The effect of foreign currency translation increased TA’s sales by 5%1% and 4%3% in the secondthird quarter and first halfnine months of 2021, respectively.
Cost of Sales
Cost of sales for the secondthird quarter and first halfnine months of 2021 increased 31%3% and 26%17%, respectively, primarily due to the increase in sales volumes during the year, as well as the restoration in 2021 of expenses that had been reduced as a result of the
COVID-19
pandemic that consisted of salary reductions, furloughs and reductions
in non-essential spending.
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 increasedecrease gross profit slightly for the remainder of 2021. To date, the Company has not had significant issues with its supply chain; however, the prolonged impact
of COVID-19 on
businesses could negatively impact our suppliers’ ability to deliver goods to us, as well as possibly increase the cost of those goods used in our manufacturing operations.
Selling and Administrative Expenses
Selling and administrative expenses increased 35% and 14%13% for both the secondthird quarter and first halfnine months of 2021, respectively.2021. The increase in selling and administrative expenses in these periods can be attributed to the salary merit and incentive compensation increases compared to 2020, which was impacted by the $33 million reduction in expenses from salary reductions, furloughs and reductions
in non-essential
spending.spending of $16 million and $54 million for the third quarter and first nine months of 2020, respectively. The third quarter and first nine months of 2020 also included severance and lease termination and exit costs of $6 million and $27 million, respectively. Severance and lease termination and exit costs incurred during the third quarter and first nine months of 2021 were immaterial. In addition, the effect of foreign currency translation increased selling and administrative expenses by 3%1% and 2% for both the secondthird quarter and first halfnine months of 2021.2021, respectively.
As a percentage of net sales, selling and administrative expenses were 23.2%23.1% and 23.4%23.3% for the secondthird quarter and first halfnine months of 2021, and 22.6%22.8% and 26.9%25.4% for the secondthird quarter and first halfnine months of 2020, respectively.
 
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Research and Development Expenses
Research and development expenses increased 44%20% and 26%24% in the secondthird quarter and first halfnine months of 2021, respectively. The increase in expense in these periods was impacted by the $9 million reduction in expenses from salary reductions, furloughs and reductions
in non-essential spending
in 2020.of $5 million and $14 million for the third quarter and first nine months of 2020, respectively. The impact of foreign currency exchange decreased expenses by 1% in the third quarter of 2021 and was neutral in the second quarter of 2021 and decreased expenses by approximately 1% in the first halfnine months of 2021.
Other Income (Expense), net
In the second quarter and for the first nine months of 2021, the Company executed a settlement agreement to resolve patent infringement litigation with Bruker Corporation and Bruker Daltronik GmbH regarding their timsTOF product line. In connection with the settlement, the Company is entitled to receive $10 million in guaranteed payments, including minimum royalty payments, which were recognized within other income in our consolidated statement of operations. In the first quarter and first halfnine months of 2021, the Company recorded an unrealized gain of $10 million due to an observable change in the fair value of an existing investment the Company does not have the ability to exercise significant influence over.
Interest Expense, Net
The decrease in netNet interest expense in the secondthird quarter and first half of 2021 wasincreased as compared to the third quarter of 2020, primarily attributabledue to lower interest income earned on higher cash and investments. Net interest expense for the first nine months of 2021 decreased compared to the first nine months of 2020, primarily due to lower interest expense on lower average debt balances, offset by lower interest income on cash equivalents and investment balances.investments.
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%, 19% and 17%, respectively, as of July 3,October 2, 2021. The Company had a contractual tax rate of 0% on qualifying activities in Singapore through March 2021, based upon the achievement of certain contractual milestones. The Company has a new 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 rates rather than the statutory tax rate to income from qualifying activities in Singapore increased the Company’s net income for the first sixnine months of 2021 and 2020 by $9$13 million and $7$12 million, respectively, and increased the Company’s net income per diluted share by $0.14 and $0.11, respectively.$0.20 for both periods.
The Company’s effective tax rate for the secondthird quarter of 2021 and 2020 was 15.3%11.8% and 15.4%15.7%, respectively. The decrease in the effective income tax rate can be attributed to the impact of quarter-specific adjustments 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 sixnine months of 2021 and 2020 was 15.0%14.0% and 13.2%14.3%, respectively. The effective tax rate for the first sixnine months of July 3,October 2, 2021 includes a $4$6 million tax benefit related to stock-based compensation. This income tax benefit decreased the effective tax rate by 1.1 percentage points for the first sixnine months of July 3,October 2, 2021. The effective tax rate for the first sixnine months of June 27,September 26, 2020 includes a $5$6 million income
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tax benefit related to certain restructuring charges and a $2$3 million income tax benefit related to stock-based compensation. These income tax benefits decreased the effective tax rate by 2.41.8 percentage points and 1.20.9 percentage points, respectively, for the first sixnine months of June 27,September 26, 2020. The remaining differences between the effective tax rates can primarily be attributed to differences in the proportionate amounts of
pre-tax
income recognized in jurisdictions with different effective tax rates.
 
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Liquidity and Capital Resources
Condensed Consolidated Statements of Cash Flows (in thousands):
 
  
Six Months Ended
   
Nine Months Ended
 
  
July 3, 2021
   
June 27, 2020
   
October 2, 2021
   
September 26, 2020
 
Net income
  $315,419   $176,491   $476,604   $303,260 
Depreciation and amortization
   64,743    60,203    97,926    91,091 
Stock-based compensation
   15,596    18,122    21,949    27,715 
Deferred income taxes
   6,107    (777   9,219    1,089 
Change in accounts receivable
   18,985    86,978    23,472    96,955 
Change in inventories
   (50,873   (27,089   (93,878   (8,139
Change in accounts payable and other current liabilities
   (35,328   34,714    (4,768   46,721 
Change in deferred revenue and customer advances
   91,631    37,558    71,889    32,053 
Other changes
   (64,836   (35,754   (73,077   (67,720
  
 
   
 
   
 
   
 
 
Net cash provided by operating activities
   361,444    350,446    529,336    523,025 
Net cash used in investing activities
   (281,106   (192,335   (248,428   (226,561
Net cash used in financing activities
   (48,191   (159,366   (183,907   (267,968
Effect of exchange rate changes on cash and cash equivalents
   (8,786   4,576    (8,994   10,723 
  
 
   
 
   
 
   
 
 
Increase in cash and cash equivalents
  $23,361   $3,321   $88,007   $39,219 
  
 
   
 
   
 
   
 
 
Cash Flow from Operating Activities
Net cash provided by operating activities was $361$529 million and $350$523 million during the first sixnine months of 2021 and 2020, respectively. This increase in operating cash flow was primarily a result of higher sales volumes in the first sixnine months of 2021 compared to the first sixnine months of 2020. 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 timing of payments made by customers and timing of sales. Days sales outstanding decreased to 7371 days at July 3,October 2, 2021 as compared to 8776 days at June 27,September 26, 2020.
 
The changes in accounts payable and other current liabilities were a result of the timing of payments to vendors, as well as the annual payment of management incentive compensation. The Company also paid $38 million of tax payments in the first halfnine months of 2021 and 2020 associated with 2017 tax reform.
 
Net cash provided from deferred revenue and customer advances results from annual increases in new service contracts as a higher installed base of customers renew annual service contracts.
 
Other changes were attributable to variation in the timing of various provisions, expenditures, prepaid income taxes and accruals in other current assets, other assets and other liabilities.
Cash Flow from Investing Activities
Net cash used in investing activities totaled $281$248 million and $192$227 million in the sixfirst nine months ended July 3,of October 2, 2021 and June 27,September 26, 2020, respectively. Additions to fixed assets and capitalized software were $77$117 million and $97$125 million in the sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020, respectively. In February 2018, the Company’s Board of Directors approved expanding its precision chemistry consumable manufacturing operations in
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the U.S. The Company anticipates spending an estimated $215 million to build and equip this new
state-of-the-art
manufacturing facility, which will be paid for with existing cash, investments and debt capacity. The Company incurred $31$40 million and $50 million of costs associated with the construction of this facility during the sixnine months ended July 3, 2021.October 2, 2021 and September 26, 2020, respectively. The Company has incurred $182$191 million on this facility through the end of the secondthird quarter of 2021.
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During the sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020, the Company purchased $215$241 million and $17$22 million of investments, respectively, while $18$117 million and $2 million of investments matured, respectively, and were used for financing activities described below.
In January of 2020, the Company acquired all of the outstanding stock of Andrew Alliance, S.A. and its two operating subsidiaries, Andrew Alliance USA, Inc. and Andrew Alliance France, SASU (collectively “Andrew Alliance”), for $80 million, net of cash acquired. The Company had an equity investment in Andrew Alliance that was valued at $4 million and included as part of the total consideration.
Cash Flow from Financing Activities
On September 17, 2021, the Company amended the existing credit agreement from November 2017, providing for a
5-year
$1.8 billion revolving facility, which includes a letter of credit
sub-facility.
All commitments under the amended agreement mature on September 17, 2026. In March 2021, the Company issued senior unsecured notes with an aggregate principal amount of $500 million. The Series N $100 million notes have a five-year term and a fixed interest rate of 1.68%. The Series O $400 million notes have
a 10-year term
and a fixed interest rate of 2.25% The Company used the proceeds from the issuance of these senior unsecured notes to repay other outstanding debt and for general corporate purposes. During the sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020, the Company’s net debt borrowings increased by $250$260 million and $15decreased by $110 million, respectively. As of July 3,October 2, 2021, the Company had a total of $1.6 billion in outstanding debt, which consisted of $1.3 billion in outstanding senior unsecured notes and $300$310 million borrowed under a term loan under the credit agreement dated November 2017September 2021 (“20172021 Credit Agreement”). As of July 3, 2021, the Company had a total amount available to borrow under the 2017 Credit Agreement of $1.5 billion after outstanding letters of credit. As of July 3, 2021, the Company was in compliance with all debt covenants.
In 2018 and 2019, the Company entered into a total of $560 million of
U.S.-to-Euro
interest rate cross-currency swap agreements that hedge the Company’s net investment in its Euro denominated net assets. As a result of entering into these agreements, the Company anticipates lowering net interest expense by approximately $12 million annually over the three-year term of the agreements. During the first sixnine months of 2021, $70$220 million of the Company’s interest rate cross-currency swaps had matured and resulted in total payments of $4$5 million upon settlement. As of July 3,October 2, 2021, the Company had a total of $490$340 million of interest rate cross-currency swaps agreements outstanding.
In January 2019, the Company’s Board of Directors authorized the Company to repurchase up to $4 billion of its outstanding common stock over a
two-year
period. This new program replaced the remaining amounts available from the
pre-existing
program. During the sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020, the Company repurchased $339$484 million and $167 million, respectively, of the Company’s outstanding common stock under authorized share repurchase programs. In addition, the Company repurchased $8$9 million and $9$10 million of common stock related to the vesting of restricted stock units during both the sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020, respectively. In December 2020, the Company’s Board of Directors authorized the extension of the share repurchase program through January 21, 2023.
The Company had $5 million
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Table of treasury stock purchases that were accrued and unsettled at July 3, 2021. These transactions were settled in July 2021, during the Company’s third quarter. Contents
The Company had $20 million of treasury stock purchases that were accrued and unsettled at December 31, 2019. These transactions were settled in January 2020. The Company did not have any unsettled treasury stock purchases as of October 2, 2021, December 31, 2020 or June 27,September 26, 2020.
The Company received $45$55 million and $15$28 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 sixnine months ended July 3,October 2, 2021 and June 27,September 26, 2020, respectively.
The Company had cash, cash equivalents and investments of $664$655 million as of July 3,October 2, 2021. The majority of the Company’s cash and cash equivalents are generated from foreign operations, with $353$371 million held by foreign subsidiaries at July 3,October 2, 2021, of which $267$240 million was held in currencies other than U.S. dollars.
Management believes, as of the date of this report, that the Company’s financial position, along with expected future cash flows from earnings based on historical trends and the ability to raise funds from external sources and the borrowing capacity from existing, committed credit facilities, will be sufficient to service debt and fund working capital and capital spending requirements, authorized share repurchase amounts and potential acquisitions for at least the next twelve months.
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, 2020, as filed with the SEC on February 24, 2021. The Company reviewed its contractual obligations and commercial commitments as of July 3,October 2, 2021 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,
with the exception of the recently issued senior unsecured notes as described in Note 6, “Debt.”
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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 2021, the Company expects to contribute a total of approximately $3 million to $6 million to its defined benefit plans, excluding the U.S. defined benefit pension plans.
The Company has not paid any dividends and has no plans, at this time, to pay any dividends in the future.
Off-Balance
Sheet Arrangements
The Company has not created, and is not party to, any special-purpose or
off-balance
sheet entities for the purpose of raising capital, incurring debt or operating parts of its business that are not consolidated (to the extent of the Company’s ownership interest therein) into the consolidated financial statements. The Company has not entered into any transactions with
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unconsolidated entities whereby it has subordinated retained interests, derivative instruments or other contingent arrangements that expose the Company to material continuing risks, contingent liabilities or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company.
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.
Critical Accounting Policies and Estimates
In the Company’s Annual Report on Form
10-K
for the year ended December 31, 2020, as filed with the SEC on February 24, 2021, the Company’s most critical accounting policies and estimates upon which its financial status depends were identified as those relating to revenue recognition, loss provisions on accounts receivable and inventory, valuation of long-lived assets, intangible assets and goodwill, income taxes, uncertain tax positions, warranty, litigation, pension and other postretirement benefit obligations, stock-based compensation 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 sixnine months ended July 3,October 2, 2021. The Company did not make any changes in those policies during the sixnine months ended July 3,October 2, 2021.
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
Certain of the statements in this Quarterly Report on Form
10-Q,
including the information incorporated by reference herein, may contain forward-looking statements with respect to future results and events, including any statements regarding, among other items, anticipated trends or growth in the Company’s business, including, but not limited to, the impact of the ongoing
COVID-19
pandemic; the impact of new or proposed tariff or trade regulations or changes in the interpretation or enforcement of existing regulations; the impact of foreign currency translation on financial results; development of products by acquired businesses; the growth rate of sales and research and development expenses; the impact of costs associated with developing new technologies and bringing these new technologies to market; the impact of new product launches and the associated costs, such as the amortization expense related to
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software platforms; geographic sales mix of business; development of products by acquired businesses and the amount of contingent payments to the sellers of an acquired business; anticipated expenses,
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including interest expense, capitalized software costs and effective tax rates; the impact of the 2017 Tax Act in the U.S.; the impact and outcome of the Company’s various ongoing tax audit examinations; the achievement of contractual milestones to preserve foreign tax rates; the impact and outcome of litigation matters; the impact of the loss of intellectual property protection; the impact of new accounting standards and pronouncements; the adequacy of the Company’s supply chain and manufacturing capabilities and facilities; the impact of regulatory compliance; the Company’s expected cash flow, borrowing capacity, debt repayment and refinancing; the Company’s ability to fund working capital, capital expenditures, service debt, repay outstanding lines of credit, make authorized share repurchases, fund potential acquisitions and pay any adverse litigation or tax audit liabilities, particularly in the U.S.; future impairment charges; the Company’s contributions to defined benefit plans; the Company’s expectations regarding changes to its financial position; compliance with applicable environmental laws; and the impact of recent acquisitions on sales and earnings.
Many of these statements appear, in particular, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Quarterly Report on Form
10-Q.
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 statements are subject to various risks and uncertainties, many of which are outside the control of the Company, including, and without limitation:
 
Risks related to the effects of the
COVID-19
pandemic on our business, including: portions of our global workforce being unable to work fully and/or effectively due to working remotely, illness, quarantines, government actions, facility closures or other reasons related to the
COVID-19
pandemic, increased risks of cyber attacks resulting from our temporary remote working model, disruptions in our manufacturing capabilities or to our supply chain and distribution network, volatility and uncertainty in global capital markets limiting our ability to access capital, customers being unable to make timely payment for purchases and volatility in demand for our products.
 
Foreign currency exchange rate fluctuations that could adversely affect translation of the Company’s future sales, financial operating results and the condition of its
non-U.S.
operations, especially when a currency weakens against the U.S. dollar.
 
Current global economic, sovereign and political conditions and uncertainties, particularly regarding the effect of the
COVID-19
pandemic; new or proposed tariffs or trade regulations or changes in the interpretation or enforcement of existing regulations; the United Kingdom’s exit from the European Union as well as the Chinese government’s ongoing tightening of restrictions on procurement by government-funded customers; the Company’s ability to access capital and maintain liquidity in volatile market conditions; changes in timing and demand for the Company’s products among the Company’s customers and various market sectors or geographies, particularly if they should reduce capital expenditures or are unable to obtain funding, as in the cases of governmental, academic and research institutions; the effect of mergers and acquisitions on customer demand for the Company’s products; and the Company’s ability to sustain and enhance service.
 
Negative industry trends; changes in the competitive landscape as a result of changes in ownership, mergers and continued consolidation among the Company’s competitors; introduction of competing products by other companies and loss of market share; pressures on prices from customers or resulting from competition; regulatory, economic and competitive obstacles to new product introductions; lack
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Table of acceptance of new products; expansion of our business in developing markets; spending by certainContents
competitive obstacles to new product introductions; lack of acceptance of new products; expansion of our business in developing markets; spending by certain
end-markets;
ability to obtain alternative sources for components and modules; and the possibility that future sales of new products related to acquisitions, which trigger contingent purchase payments, may exceed the Company’s expectations.
ability to obtain alternative sources for components and modules; and the possibility that future sales of new products related to acquisitions, which trigger contingent purchase payments, may exceed the Company’s expectations.
 
Increased regulatory burdens as the Company’s business evolves, especially with respect to the United States Food and Drug Administration and the United States Environmental Protection Agency, among others, as well as regulatory, environmental and logistical obstacles affecting the distribution of the Company’s products, completion of purchase order documentation by our customers and ability of customers to obtain letters of credit or other financing alternatives.
 
Risks associated with lawsuits, particularly involving claims for infringement of patents and other intellectual property rights.
 
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The impact and costs incurred from changes in accounting principles and practices; the impact and costs of changes in statutory or contractual tax rates in jurisdictions in which the Company operates, specifically as it relates to the 2017 Tax Act in the U.S.; shifts in taxable income among jurisdictions with different effective tax rates; and the outcome of and costs associated with ongoing and future tax audit examinations or changes in respective country legislation affecting the Company’s effective rates.
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, 2020, as filed with the SEC on February 24, 2021. 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 July 3,October 2, 2021, 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 July 3,October 2, 2021 and December 31, 2020, $353$371 million out of $664$655 million and $364 million out of $443 million, respectively, of the Company’s total cash, cash equivalents and investments were held by foreign subsidiaries. In addition, $267$240 million out of $664$655 million and $254 million out of $443 million of cash, cash equivalents and investments were held in currencies other than the U.S. dollar at July 3,October 2, 2021 and December 31, 2020, respectively. As of July 3,October 2, 2021, the Company had no holdings in auction rate securities or commercial paper issued by structured investment vehicles.
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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 July 3,October 2, 2021 would decrease by approximately $25 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 sixnine months ended July 3,October 2, 2021. 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, 2020, as filed with the SEC on February 24, 2021.
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 Securities Exchange Act of 1934, as amended (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 July 3,October 2, 2021 (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 July 3,October 2, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Part II: 
Other Information
Item 1:
 Legal Proceedings
There have been no material changes in the Company’s legal proceedings during the three months ended July 3,October 2, 2021 as described in Item 3 of Part I of the Company’s Annual Report on Form
10-K
for the year ended December 31, 2020, as filed with the SEC on February 24, 2021.
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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, 2020, as filed with the SEC on February 24, 2021. The Company reviewed its risk factors as of July 3,October 2, 2021 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 also may materially adversely affecthave a material adverse effect on the Company’s business, financial condition and operating results.
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer
The following table provides information about purchases by the Company during the three months ended July 3,October 2, 2021 of equity securities registered by the Company under the Exchange Act (in thousands, except per share data):
 
Period
  
Total Number
of Shares
Purchased (1)
   
Average
Price Paid
per Share
   
Total Number of
Shares Purchased
as Part of Publicly
Announced
Programs
   
Maximum Dollar
Value of Shares that
May Yet Be
Purchased Under
the Programs (2)
 
April 4, 2021 to May 1, 2021
   188   $301.59    188   $1,295,113 
May 2, 2021 to May 29, 2021
   153   $314.28    153   $1,247,189 
May 30, 2021 to July 3, 2021
   183   $334.37    183   $1,185,905 
   
 
 
        
 
 
      
Total
   524   $316.76    524   $1,185,905 
   
 
 
        
 
 
      
Period
  
Total Number
of Shares
Purchased (1)
   
Average
Price Paid
per Share
   
Total Number of
Shares Purchased
as Part of Publicly
Announced
Programs
   
Maximum Dollar
Value of Shares that
May Yet Be
Purchased Under
the Programs (2)
 
July 4, 2021 to July 31, 2021
   130   $373.27    130   $1,137,305 
August 1, 2021 to August 28, 2021
   107   $404.75    107   $1,094,259 
August 29, 2021 to October 2, 2021
   135   $401.66    133   $1,040,647 
  
 
 
     
 
 
   
Total
   372   $392.61    370   $1,040,647 
    
 
 
     
 
 
   
 
(1)
The Company repurchased fewer than oneapproximately two thousand shares of common stock at a cost of less than $1 million related to the vesting of restricted stock during the three months ended July 3,October 2, 2021.
(2)
In January 2019, the Company’s Board of Directors authorized the Company to repurchase up to $4 billion of its outstanding common stock in open market or private transactions over a
two-year
period. This program replaced the remaining amounts available under the
pre-existing
authorization. In December 2020, the Company’s Board of Directors authorized the extension of the share repurchase program through January 21, 2023. The size and timing of these purchases, if any, will depend on price, market and business conditions and other factors.
 
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Item 6:
 Exhibits
 
Exhibit
Number
  
Description of Document
10.1  Employment Offer Letter,Amendment and Restatement Agreement, dated April 16,as of September 17, 2021, betweenby and among the Company, Waters Technologies Corporation, TA Instruments—Waters L.L.C., Waters Asia Limited, Environmental Resource Associates, Inc., the lenders party thereto, the issuing banks party thereto and Amol Chaubal (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 3, 2021 (File No. 001-140010)).JPMorgan Chase Bank, N.A., as administrative agent. (1)
10.2Change of Control Agreement, dated April 16, 2021, between Waters Corporation and Amol Chaubal (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 3, 2021 (File No. 001-140010)).
10.3Transition and Consulting Agreement, dated April 16, 2021, between Waters Corporation and Michael C. Harrington (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 3, 2021 (File No. 001-140010)).
10.4Transition and Consulting Agreement, dated April 19, 2021, between Waters Corporation and Ian S. King (incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 3, 2021 (File No. 001-140010)).
10.5Letter Agreement, dated April 18, 2021, between Waters Corporation and Jonathan M. Pratt (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 3, 2021 (File No. 001-140010)).
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 July 3,October 2, 2021, 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).
 
(1)
Incorporated by reference to the Registrant’s Report on Form 8-K dated September 20, 2021 (File
No. 001-14010).
(*)
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 of 1933, as amended, 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.
 
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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.
 
W
ATERS
C
ORPORATION
/s/ Amol Chaubal
Amol Chaubal
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)
Date: August 5,November 4, 2021
 
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