WAT Waters Corp

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

 

 

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

For the quarterly period ended July 4, 2015

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)

 

 

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if smaller reporting company)		Smaller reporting company		¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of the registrant’s common stock as of July 31, 2015: 82,270,353

 

 

 

---

Table of Contents

WATERS CORPORATION AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

INDEX

 

				Page
PART I		FINANCIAL INFORMATION
Item 1.		Financial Statements
		Consolidated Balance Sheets (unaudited) as of July 4, 2015 and December 31, 2014			1
		Consolidated Statements of Operations (unaudited) for the three months ended July 4, 2015 and June 28, 2014			2
		Consolidated Statements of Operations (unaudited) for the six months ended July 4, 2015 and June 28, 2014			3
		Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended July 4, 2015 and June 28, 2014			4
		Consolidated Statements of Cash Flows (unaudited) for the six months ended July 4, 2015 and June 28, 2014			5
		Condensed Notes to Consolidated Financial Statements (unaudited)			6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			27
Item 4.		Controls and Procedures			27
PART II		OTHER INFORMATION
Item 1.		Legal Proceedings			28
Item 1A.		Risk Factors			28
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			28
Item 6.		Exhibits			28
		Signature			30

---

Table of Contents

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(unaudited)

 

		July 4, 2015				December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents		$	365,875			$	422,177
Investments			1,843,018				1,633,211
Accounts receivable, less allowances for doubtful accounts and sales returns of $7,451 and $7,179 at July 4, 2015 and December 31, 2014, respectively			406,583				433,616
Inventories			272,932				246,430
Other current assets			118,549				118,302
Total current assets			3,006,957				2,853,736
Property, plant and equipment, net			324,896				321,583
Intangible assets, net			223,160				232,371
Goodwill			353,340				354,838
Other assets			120,491				115,406
Total assets		$	4,028,844			$	3,877,934
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and debt		$	175,297			$	225,243
Accounts payable			65,007				65,704
Accrued employee compensation			24,425				47,198
Deferred revenue and customer advances			170,664				129,706
Accrued income taxes			22,410				15,143
Accrued warranty			13,039				13,266
Other current liabilities			75,852				85,335
Total current liabilities			546,694				581,595
Long-term liabilities:
Long-term debt			1,385,000				1,240,000
Long-term portion of retirement benefits			83,119				85,230
Long-term income tax liabilities			20,419				20,397
Other long-term liabilities			61,014				56,046
Total long-term liabilities			1,549,552				1,401,673
Total liabilities			2,096,246				1,983,268
Commitments and contingencies (Notes 6, 7 and 10)
Stockholders’ equity:
Preferred stock, par value $0.01 per share, 5,000 shares authorized, none issued at July 4, 2015 and December 31, 2014			—				—
Common stock, par value $0.01 per share, 400,000 shares authorized, 157,193 and 156,716 shares issued, 82,260 and 83,147 shares outstanding at July 4, 2015 and December 31, 2014, respectively			1,572				1,567
Additional paid-in capital			1,439,229				1,392,494
Retained earnings			4,596,231				4,394,513
Treasury stock, at cost, 74,933 and 73,569 shares at July 4, 2015 and December 31, 2014, respectively			(3,986,161	)			(3,815,203	)
Accumulated other comprehensive loss			(118,273	)			(78,705	)
Total stockholders’ equity			1,932,598				1,894,666
Total liabilities and stockholders’ equity		$	4,028,844			$	3,877,934

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

 

1

---

Table of Contents

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(unaudited)

 

		Three Months Ended
		July 4, 2015				June 28, 2014
Product sales		$	332,036			$	321,265
Service sales			162,704				160,536
Total net sales			494,740				481,801
Cost of product sales			138,201				131,303
Cost of service sales			70,506				70,550
Total cost of sales			208,707				201,853
Gross profit			286,033				279,948
Selling and administrative expenses			122,660				131,930
Research and development expenses			30,555				26,977
Purchased intangibles amortization			2,500				2,646
Operating income			130,318				118,395
Interest expense			(9,046	)			(7,971	)
Interest income			2,500				1,700
Income from operations before income taxes			123,772				112,124
Provision for income taxes			18,115				15,595
Net income		$	105,657			$	96,529
Net income per basic common share		$	1.28			$	1.14
Weighted-average number of basic common shares			82,564				84,462
Net income per diluted common share		$	1.27			$	1.13
Weighted-average number of diluted common shares and equivalents			83,332				85,177

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

 

2

---

Table of Contents

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(unaudited)

 

		Six Months Ended
		July 4, 2015				June 28, 2014
Product sales		$	634,909			$	606,060
Service sales			320,235				306,249
Total net sales			955,144				912,309
Cost of product sales			260,154				253,778
Cost of service sales			137,799				135,794
Total cost of sales			397,953				389,572
Gross profit			557,191				522,737
Selling and administrative expenses			242,411				258,565
Research and development expenses			59,506				51,723
Purchased intangibles amortization			4,974				5,293
Operating income			250,300				207,156
Interest expense			(18,021	)			(15,460	)
Interest income			4,840				3,158
Income from operations before income taxes			237,119				194,854
Provision for income taxes			35,401				28,023
Net income		$	201,718			$	166,831
Net income per basic common share		$	2.44			$	1.97
Weighted-average number of basic common shares			82,798				84,731
Net income per diluted common share		$	2.41			$	1.95
Weighted-average number of diluted common shares and equivalents			83,551				85,538

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

 

3

---

Table of Contents

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN THOUSANDS)

(unaudited)

 

		Three Months Ended								Six Months Ended
		July 4, 2015				June 28, 2014				July 4, 2015				June 28, 2014
Net income		$	105,657			$	96,529			$	201,718			$	166,831
Other comprehensive income (loss):
Foreign currency translation			21,957				5,883				(42,391	)			32,600
Unrealized (losses) gains on investments before income taxes			(2,184	)			594				583				736
Income tax benefit (expense)			87				(33	)			(29	)			(31	)
Unrealized (losses) gains on investments, net of tax			(2,097	)			561				554				705
Retirement liability adjustment before reclassifications			(555	)			—				1,581				(931	)
Amounts reclassified to selling and administrative expenses			921				516				1,842				1,032
Retirement liability adjustment before income taxes			366				516				3,423				101
Income tax expense			(123	)			(335	)			(1,154	)			(203	)
Retirement liability adjustment, net of tax			243				181				2,269				(102	)
Other comprehensive income (loss)			20,103				6,625				(39,568	)			33,203
Comprehensive income		$	125,760			$	103,154			$	162,150			$	200,034

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

 

4

---

Table of Contents

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(unaudited)

 

		Six Months Ended
		July 4, 2015				June 28, 2014
Cash flows from operating activities:
Net income		$	201,718			$	166,831
Adjustments to reconcile net income to net cash provided by operating activities:
Provisions for doubtful accounts on accounts receivable			2,341				1,511
Provisions on inventory			2,200				2,800
Stock-based compensation			16,610				16,353
Deferred income taxes			542				(7,912	)
Depreciation			22,766				17,324
Building impairment			—				4,093
Amortization of intangibles			22,372				23,800
Change in operating assets and liabilities, net of acquisitions:
Decrease in accounts receivable			13,501				28,870
Increase in inventories			(29,878	)			(31,558	)
Increase in other current assets			(9,596	)			(6,838	)
Increase in other assets			(9,397	)			(10,545	)
Decrease in accounts payable and other current liabilities			(22,287	)			(5,727	)
Increase in deferred revenue and customer advances			43,352				36,835
Increase (decrease) in other liabilities			13,305				(13,750	)
Net cash provided by operating activities			267,549				222,087
Cash flows from investing activities:
Additions to property, plant, equipment and software capitalization			(45,293	)			(44,151	)
Business acquisitions, net of cash acquired			(9,408	)			(3,615	)
Purchases of investments			(1,328,292	)			(1,178,731	)
Maturities and sales of investments			1,118,485				1,052,736
Net cash used in investing activities			(264,508	)			(173,761	)
Cash flows from financing activities:
Proceeds from debt issuances			195,073				76,424
Payments on debt			(100,019	)			(6,367	)
Payments of debt issuance costs			(2,309	)			—
Proceeds from stock plans			24,777				40,671
Purchases of treasury shares			(170,958	)			(185,172	)
Excess tax benefit related to stock option plans			5,689				8,871
Payments of debt swaps and other derivative contracts			(805	)			(100	)
Net cash used in financing activities			(48,552	)			(65,673	)
Effect of exchange rate changes on cash and cash equivalents			(10,791	)			5,242
Decrease in cash and cash equivalents			(56,302	)			(12,105	)
Cash and cash equivalents at beginning of period			422,177				440,796
Cash and cash equivalents at end of period		$	365,875			$	428,691

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

 

5

---

Table of Contents

WATERS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1 Basis of Presentation and Summary of Significant Accounting Policies

Waters Corporation (“Waters^®” or the “Company”) is an analytical instrument manufacturer that primarily designs, manufactures, sells and services, through its Waters Division, high performance liquid chromatography (“HPLC”), ultra performance liquid chromatography (“UPLC^®” and together with HPLC, referred to as “LC”) and mass spectrometry (“MS”) technology systems and support products, including chromatography columns, other consumable products and comprehensive post-warranty service plans. These systems are complementary products that are frequently employed together (“LC-MS”) and sold as integrated instrument systems using a common software platform. 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 instruments are used 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. Through its TA Division (“TA^®”), the Company primarily designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments, which are used in predicting the suitability and stability of fine chemicals, pharmaceuticals, water, polymers 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 software-based products that interface with the Company’s instruments, as well as other suppliers’ instruments, and are typically purchased by customers as part of the instrument system.

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 second fiscal quarters for 2015 and 2014 ended on July 4, 2015 and June 28, 2014, 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 note disclosures required by generally accepted accounting principles (“GAAP”) in the United States of America. The consolidated financial statements include the accounts of the Company and its subsidiaries, most of which are wholly owned. All material inter-company balances and transactions have been eliminated.

The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities at the dates of the financial statements. Actual amounts may differ from these estimates under different assumptions or conditions.

It is management’s opinion that the accompanying interim consolidated financial statements reflect all adjustments (which are normal and recurring) that are necessary for a fair statement of the results for the interim periods. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the U.S. Securities and Exchange Commission on February 27, 2015.

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 U.S. dollars. As of July 4, 2015 and December 31, 2014, $2,162 million out of $2,209 million and $1,971 million out of $2,055 million, respectively, of the Company’s total cash, cash equivalents and investments were held by foreign subsidiaries and may be subject to material tax effects on distribution to U.S. legal entities.

Property, Plant and Equipment

During the three and six months ended June 28, 2014, the Company recorded a $4 million impairment charge related to a write-down in the fair value of a building in the U.K. The fair value of the building was determined based on a real estate market analysis and is classified as held-for-sale. The carrying value of the building was $4 million at both July 4, 2015 and December 31, 2014 and is included in other current assets in the consolidated balance sheets.

 

6

---

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

 

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 4, 2015 and December 31, 2014. Fair values determined by Level 1 inputs utilize observable data, such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points for which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis at July 4, 2015 (in thousands):

 

						Quoted Prices
						in Active				Significant
						Markets				Other				Significant
						for Identical				Observable				Unobservable
		Total at				Assets				Inputs				Inputs
		July 4, 2015				(Level 1)				(Level 2)				(Level 3)
Assets:
U.S. Treasury securities		$	635,058			$	—			$	635,058			$	—
Foreign government securities			24,999				—				24,999				—
Corporate debt securities			1,146,163				—				1,146,163				—
Time deposits			78,289				—				78,289				—
Equity securities			147				—				147				—
Other cash equivalents			28,999				—				28,999				—
Waters 401(k) Restoration Plan assets			35,908				—				35,908				—
Foreign currency exchange contracts			149				—				149				—
Total		$	1,949,712			$	—			$	1,949,712			$	—
Liabilities:
Contingent consideration		$	3,948			$	—			$	—			$	3,948
Foreign currency exchange contracts			614				—				614				—
Total		$	4,562			$	—			$	614			$	3,948

 

7

---

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

 

The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis at December 31, 2014 (in thousands):

 

						Quoted Prices
						in Active				Significant
						Markets				Other				Significant
		Total at				for Identical				Observable				Unobservable
		December 31,				Assets				Inputs				Inputs
		2014				(Level 1)				(Level 2)				(Level 3)
Assets:
U.S. Treasury securities		$	626,772			$	—			$	626,772			$	—
Foreign government securities			24,998				—				24,998				—
Corporate debt securities			984,105				—				984,105				—
Time deposits			64,240				—				64,240				—
Equity securities			147				—				147				—
Other cash equivalents			29,000				—				29,000				—
Waters 401(k) Restoration Plan assets			33,935				—				33,935				—
Foreign currency exchange contracts			123				—				123				—
Total		$	1,763,320			$	—			$	1,763,320			$	—
Liabilities:
Contingent consideration		$	3,612			$	—			$	—			$	3,612
Foreign currency exchange contracts			651				—				651				—
Total		$	4,263			$	—			$	651			$	3,612

The fair values of the Company’s cash equivalents, investments, 401(k) restoration plan assets and foreign currency exchange contracts 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. After completing these validation procedures, the Company did not adjust or override any fair value measurements provided by third-party pricing services as of July 4, 2015 and December 31, 2014.

Fair Value of Contingent Consideration

The fair value of the Company’s liability for contingent consideration related to the July 2014 acquisition of Medimass Research, Development and Service Kft. 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 development of future products, estimated sales of those products and a discount rate reflective of the Company’s creditworthiness. A change in any of these unobservable inputs can significantly change the fair value of the contingent consideration. Although there is no contractual limit, the fair value of future contingent consideration payments was estimated to be $4 million at both July 4, 2015 and December 31, 2014, based on the Company’s best estimate, as the earnout is based on future sales of certain products through 2034. There have been no changes in significant assumptions since December 31, 2014 and the change in fair value since then is primarily due to change in time value of money.

Fair Value of Other Financial Instruments

The Company’s cash, accounts receivable, accounts payable and variable interest rate debt are recorded at cost, which approximates fair value. The carrying value of the Company’s fixed interest rate debt was $450 million and $550 million at July 4, 2015 and December 31, 2014, 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 $454 million and $558 million at July 4, 2015 and December 31, 2014, respectively, using Level 2 inputs.

 

8

---

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

 

Derivative Transactions

The Company enters into foreign currency exchange contracts to manage exposures to changes in foreign currency exchange rates on certain inter-company balances and short-term assets and liabilities. Principal hedged currencies include the Euro, Japanese yen, British pound and Brazilian real. At July 4, 2015 and December 31, 2014, the Company held forward foreign exchange contracts with notional amounts totaling $112 million and $110 million, respectively.

The Company’s foreign currency exchange contracts included in the consolidated balance sheets are classified as follows (in thousands):

 

		July 4, 2015				December 31, 2014
Other current assets		$	149			$	123
Other current liabilities		$	614			$	651

The following is a summary of the activity in cost of sales in the statements of operations related to the forward foreign exchange contracts (in thousands):

 

		Three Months Ended								Six Months Ended
		July 4, 2015				June 28, 2014				July 4, 2015				June 28, 2014
Realized gains (losses) on closed contracts		$	2,542			$	214			$	(805	)		$	(100	)
Unrealized (losses) gains on open contracts			(280	)			(76	)			62				(957	)
Cumulative net pre-tax gains (losses)		$	2,262			$	138			$	(743	)		$	(1,057	)

Stockholders’ Equity

In May 2014, the Company’s Board of Directors authorized the Company to repurchase up to $750 million of its outstanding common stock over a three-year period and authorized the extension of the May 2012 program until May 2015. During the six months ended July 4, 2015 and June 28, 2014, the Company repurchased 1.3 million and 1.7 million shares of the Company’s outstanding common stock at a cost of $165 million and $178 million, respectively, under the May 2012 and May 2014 authorizations. As of July 4, 2015, the Company repurchased an aggregate of 7.6 million shares at a cost of $750 million under the May 2012 repurchase program, which is now completed. The Company has a total of $604 million authorized for future repurchases under the May 2014 plan. In addition, the Company repurchased $6 million and $7 million of common stock related to the vesting of restricted stock units during the six months ended July 4, 2015 and June 28, 2014, respectively. The Company believes that it has the financial flexibility to fund these share repurchases given current cash 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.

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.

 

9

---

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

 

The following is a summary of the activity of the Company’s accrued warranty liability for the six months ended July 4, 2015 and June 28, 2014 (in thousands):

 

		Balance at												Balance at
		Beginning				Accruals for				Settlements				End of
		of Period				Warranties				Made				Period
Accrued warranty liability:
July 4, 2015		$	13,266			$	3,744			$	(3,971	)		$	13,039
June 28, 2014		$	12,962			$	3,230			$	(3,717	)		$	12,475

Subsequent Events

The Company did not have any material subsequent events.

2 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 4, 2015
		Amortized				Unrealized				Unrealized				Fair
		Cost				Gain				Loss				Value
U.S. Treasury securities		$	634,476			$	717			$	(135	)		$	635,058
Foreign government securities			24,999				—				—				24,999
Corporate debt securities			1,146,636				262				(735	)			1,146,163
Time deposits			78,289				—				—				78,289
Equity securities			77				70				—				147
Total		$	1,884,477			$	1,049			$	(870	)		$	1,884,656
Amounts included in:
Cash equivalents		$	41,638			$	—			$	—			$	41,638
Investments			1,842,839				1,049				(870	)			1,843,018
Total		$	1,884,477			$	1,049			$	(870	)		$	1,884,656

 

		December 31, 2014
		Amortized				Unrealized				Unrealized				Fair
		Cost				Gain				Loss				Value
U.S. Treasury securities		$	626,683			$	246			$	(157	)		$	626,772
Foreign government securities			24,998				—				—				24,998
Corporate debt securities			984,668				125				(688	)			984,105
Time deposits			64,240				—				—				64,240
Equity securities			77				70				—				147
Total		$	1,700,666			$	441			$	(845	)		$	1,700,262
Amounts included in:
Cash equivalents		$	67,051			$	—			$	—			$	67,051
Investments			1,633,615				441				(845	)			1,633,211
Total		$	1,700,666			$	441			$	(845	)		$	1,700,262

 

10

---

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

 

The estimated fair value of marketable debt securities by maturity date is as follows (in thousands):

 

		July 4, 2015				December 31, 2014
Due in one year or less		$	956,322			$	872,872
Due after one year through three years			849,898				763,003
Total		$	1,806,220			$	1,635,875

3 Inventories

Inventories are classified as follows (in thousands):

 

		July 4, 2015				December 31, 2014
Raw materials		$	92,231			$	84,952
Work in progress			21,207				16,749
Finished goods			159,494				144,729
Total inventories		$	272,932			$	246,430

4 Acquisitions

The Company accounts for business acquisitions under the accounting standards for business combinations. The results of each acquisition have been included in the Company’s consolidated results as of the acquisition date and the purchase price of an acquisition is allocated to tangible and intangible assets and assumed liabilities based on their estimated fair values. Any excess of the fair value consideration transferred over the estimated fair values of the net assets acquired is recognized as goodwill.

On May 22, 2015, the Company acquired the net assets of the Electroforce business of the Bose Corporation (“Electroforce”), a manufacturer of testing systems, for approximately $9 million in cash. Electroforce’s core business is the manufacturing of dynamic mechanical testing systems used to characterize medical devices, biologic and engineered materials. The Electroforce test instruments are based on unique motor designs that are quiet, energy-efficient, scalable and deliver high performance over a wide range of force and frequency. Electroforce was acquired to expand the TA Division’s product offering into new markets, while leveraging the technology, infrastructure and customer bases of the combined organizations. The Company has allocated $4 million of the purchase price to intangible assets comprised of technology, customer relationships and trade name. The Company is amortizing the technology and customer relationships over ten years and five years, respectively. The remaining purchase price of $1 million was accounted for as goodwill, which is deductible for tax purposes.

The principal factor that resulted in recognition of goodwill in the acquisition of Electroforce is that the purchase price was based, in part, on cash flow projections assuming the integration of any acquired technology, distribution channels and products with the Company’s products, which is of considerably greater value than utilizing each of the acquired companies’ technology, customer access or products on a stand-alone basis. The goodwill also includes value assigned to assembled workforce, which cannot be recognized as an intangible asset.

In this acquisition, the sellers provided the Company with customary representations, warranties and indemnification, which would be settled in the future if and when a breach of the contractual representation or warranty condition occurs. The impact of the acquisition of Electroforce on the Company’s revenues and net income since the acquisition date for the six months ended July 4, 2015 was immaterial.

 

11

---

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

 

The fair values of the assets and liabilities acquired were determined using various income-approach valuation techniques, which use Level 3 inputs. The following table presents the fair values as of the acquisition date, as determined by the Company, of 100% of the assets and liabilities owned and recorded in connection with the acquisition of Electroforce (in thousands):

 

Accounts receivable and other current assets		$	1,520
Inventory			4,489
Property, plant and equipment			699
Intangible assets			3,700
Goodwill			1,118
Total assets acquired			11,526
Accrued expenses and other current liabilities			2,118
Cash consideration paid		$	9,408

5 Goodwill and Other Intangibles

The carrying amount of goodwill was $353 million and $355 million at July 4, 2015 and December 31, 2014, respectively. During the six months ended July 4, 2015, the Company’s acquisitions increased goodwill by $1 million (see Note 4) and the effect of foreign currency translation decreased goodwill by $3 million.

The Company’s intangible assets included in the consolidated balance sheets are detailed as follows (in thousands):

 

		July 4, 2015												December 31, 2014
										Weighted-												Weighted-
		Gross								Average				Gross								Average
		Carrying				Accumulated				Amortization				Carrying				Accumulated				Amortization
		Amount				Amortization				Period				Amount				Amortization				Period
Capitalized software		$	323,553			$	193,581				7 years			$	334,280			$	196,477				7 years
Purchased intangibles			163,209				115,004				11 years				163,855				112,279				11 years
Trademarks and IPR&D			14,111				—								14,095				—
Licenses			5,629				3,927				6 years				5,371				3,634				6 years
Patents and other intangibles			60,903				31,733				8 years				56,513				29,353				8 years
Total		$	567,405			$	344,245				8 years			$	574,114			$	341,743				8 years

During the six months ended July 4, 2015, the Company acquired $4 million of purchased intangibles as a result of the acquisition of Electroforce (see Note 4). During the six months ended July 4, 2015, the effect of foreign currency translation decreased the gross carrying value of intangible assets and accumulated amortization for intangible assets by $33 million and $19 million, respectively. Amortization expense for intangible assets was $11 million and $12 million for the three months ended July 4, 2015 and June 28, 2014, respectively. Amortization expense for intangible assets was $22 million and $24 million for the six months ended July 4, 2015 and June 28, 2014, respectively. Amortization expense for intangible assets is estimated to be approximately $44 million per year for each of the next five years.

6 Debt

In June 2013, the Company entered into a credit agreement that provides for a $1.1 billion revolving facility and a $300 million term loan facility. In April 2015, Waters entered into an amendment to this agreement (the “Amended Credit Agreement”). The Amended Credit Agreement provides for an increase of the revolving commitments from $1.1 billion to $1.3 billion and extends the maturity of the original credit agreement from June 25, 2018 until April 23, 2020. The Company plans to use future proceeds from the revolving facility for general corporate purposes.

The interest rates applicable to the Amended Credit Agreement are, at the Company’s option, equal to either the alternate base rate calculated daily (which is a rate per annum equal to the greatest of (a) the prime rate in effect on

 

12

---

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

 

such day, (b) the federal funds effective rate in effect on such day plus 1/2% per annum, or (c) 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, 2, 3 or 6 month adjusted LIBO rate, in each case, plus an interest rate margin based upon the Company’s leverage ratio, which can range between 0 to 12.5 basis points for alternate base rate loans and between 80 basis points and 117.5 basis points for adjusted LIBO rate loans. The facility fee on the Amended Credit Agreement ranges between 7.5 basis points and 20 basis points. The Amended 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 Amended Credit Agreement includes negative covenants, affirmative covenants, representations and warranties and events of default that are customary for investment grade credit facilities.

At July 4, 2015, $125 million of the outstanding portion of the revolving facility was classified as short-term liabilities in the consolidated balance sheet due to the fact that the Company expects to repay this portion of the borrowing under the revolving line of credit within the next twelve months. The remaining $635 million of the outstanding portion of the revolving facility was classified as long-term liabilities in the consolidated balance sheet, as this portion is not expected to be repaid within the next twelve months.

As of July 4, 2015 and December 31, 2014, the Company had a total of $500 million and $600 million of outstanding senior unsecured notes, respectively. 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 Series H senior unsecured notes. 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.

The Company had the following outstanding debt at July 4, 2015 and December 31, 2014 (in thousands):

 

		July 4, 2015				December 31, 2014
Foreign subsidiary lines of credit		$	297			$	243
Senior unsecured notes - Series A - 3.75%, due February 2015			—				100,000
Senior unsecured notes - Series C - 2.50%, due March 2016			50,000				—
Credit agreements			125,000				125,000
Total notes payable and debt			175,297				225,243
Senior unsecured notes - Series B - 5.00%, due February 2020			100,000				100,000
Senior unsecured notes - Series C - 2.50%, due March 2016			—				50,000
Senior unsecured notes - Series D - 3.22%, due March 2018			100,000				100,000
Senior unsecured notes - Series E - 3.97%, due March 2021			50,000				50,000
Senior unsecured notes - Series F - 3.40%, due June 2021			100,000				100,000
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
Credit agreements			935,000				740,000
Total long-term debt			1,385,000				1,240,000
Total debt		$	1,560,297			$	1,465,243

 

*	Series H senior unsecured notes bear interest at a 3-month LIBOR for that floating rate interest period plus 1.25%.

As of July 4, 2015 and December 31, 2014, the Company had a total amount available to borrow of $538 million and $533 million, respectively, after outstanding letters of credit, under the credit agreements. The weighted-average

 

13

---

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

 

interest rates applicable to the senior unsecured notes and credit agreement borrowings collectively were 2.09% and 2.31% at July 4, 2015 and December 31, 2014, respectively. As of July 4, 2015, the Company was in compliance with all debt covenants.

The Company and its foreign subsidiaries also had available short-term lines of credit totaling $86 million and $88 million at July 4, 2015 and December 31, 2014, respectively, for the purpose of short-term borrowing and issuance of commercial guarantees. At July 4, 2015 and December 31, 2014, the weighted-average interest rates applicable to these short-term borrowings were 1.25% and 1.48%, respectively.

7 Income Taxes

The Company’s effective tax rate was 14.6% and 13.9% for the three months ended July 4, 2015 and June 28, 2014, respectively. The Company’s effective tax rate was 14.9% and 14.4% for the six months ended July 4, 2015 and June 28, 2014, respectively. The differences between the effective tax rates for 2015 as compared to 2014 were primarily attributable 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 reporting 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 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 following is a summary of the activity of the Company’s unrecognized tax benefits for the six months ended July 4, 2015 and June 28, 2014 (in thousands):

 

		July 4, 2015				June 28, 2014
Balance at the beginning of the period		$	19,596			$	24,716
Net changes in uncertain tax benefits			57				(1,952	)
Balance at the end of the period		$	19,653			$	22,764

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, 2009. However, carryforward attributes that were generated in years beginning on or before January 1, 2010 may still be adjusted upon examination by tax authorities if the attributes are utilized. 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 4, 2015, the Company expects to record additional reductions in the measurement of its unrecognized tax benefits and related net interest and penalties of approximately $5 million within the next twelve months due to 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 shareholder-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).

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 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. The stock-based compensation accounting standards require forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience. If actual results differ significantly from these estimates, stock-based compensation expense and the Company’s results of operations could be materially impacted. In addition, if the

 

14

---

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

 

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 six months ended July 4, 2015 and June 28, 2014 include the following stock-based compensation expense related to stock option awards, restricted stock, restricted stock unit awards and the employee stock purchase plan (in thousands):

 

		Three Months Ended								Six Months Ended
		July 4, 2015				June 28, 2014				July 4, 2015				June 28, 2014
Cost of sales		$	648			$	672			$	1,322			$	1,428
Selling and administrative expenses			6,426				6,555				13,060				12,990
Research and development expenses			1,081				997				2,228				1,935
Total stock-based compensation		$	8,155			$	8,224			$	16,610			$	16,353

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 optionees. 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 six months ended July 4, 2015 and June 28, 2014 are as follows:

 

		Six Months Ended
Options Issued and Significant Assumptions Used to Estimate Option Fair Values		July 4, 2015				June 28, 2014
Options issued in thousands			37				32
Risk-free interest rate			1.7	%			1.9	%
Expected life in years			4				4
Expected volatility			0.262				0.245
Expected dividends			—				—
		Six Months Ended
Weighted-Average Exercise Price and Fair Value of Options on the Date of Grant		July 4, 2015				June 28, 2014
Exercise price		$	116.65			$	99.22
Fair value		$	28.17			$	22.38

The following table summarizes stock option activity for the plans for the six months ended July 4, 2015 (in thousands, except per share data):

 

		Number of Shares				Price per Share												Weighted-Average Exercise Price
Outstanding at December 31, 2014			3,280			$	37.84				to			$	113.36			$	82.85
Granted			37			$	113.88				to			$	134.37			$	116.65
Exercised			(296	)		$	37.84				to			$	98.21			$	74.33
Canceled			(72	)		$	79.05				to			$	87.06			$	83.25
Outstanding at July 4, 2015			2,949			$	38.09				to			$	134.37			$	84.12

 

15

---

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

 

Restricted Stock

During the six months ended July 4, 2015, the Company granted ten thousand shares of restricted stock. The fair value of these awards on the grant date was $113.88 per share.

Restricted Stock Units

The following table summarizes the unvested restricted stock unit award activity for the six months ended July 4, 2015 (in thousands, except for per share amounts):

 

		Shares				Weighted-Average Price
Unvested at December 31, 2014			533			$	94.38
Granted			130			$	118.83
Vested			(143	)		$	85.34
Forfeited			(8	)		$	99.68
Unvested at July 4, 2015			512			$	103.03

Restricted stock units are generally granted annually in February and vest in equal annual installments over a five-year period.

9 Earnings Per Share

Basic and diluted earnings per share (“EPS”) calculations are detailed as follows (in thousands, except per share data):

 

		Three Months Ended July 4, 2015
		Net Income				Weighted- Average Shares				Per Share
		(Numerator)				(Denominator)				Amount
Net income per basic common share		$	105,657				82,564			$	1.28
Effect of dilutive stock option, restricted stock and restricted stock unit securities			—				768				(0.01	)
Net income per diluted common share		$	105,657				83,332			$	1.27
		Three Months Ended June 28, 2014
		Net Income				Weighted- Average Shares				Per Share
		(Numerator)				(Denominator)				Amount
Net income per basic common share		$	96,529				84,462			$	1.14
Effect of dilutive stock option, restricted stock and restricted stock unit securities			—				715				(0.01	)
Net income per diluted common share		$	96,529				85,177			$	1.13
		Six Months Ended July 4, 2015
		Net Income				Weighted- Average Shares				Per Share
		(Numerator)				(Denominator)				Amount
Net income per basic common share		$	201,718				82,798			$	2.44
Effect of dilutive stock option, restricted stock and restricted stock unit securities			—				753				(0.03	)
Net income per diluted common share		$	201,718				83,551			$	2.41

 

16

---

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

 

		Six Months Ended June 28, 2014
		Net Income				Weighted- Average Shares				Per Share
		(Numerator)				(Denominator)				Amount
Net income per basic common share		$	166,831				84,731			$	1.97
Effect of dilutive stock option, restricted stock and restricted stock unit securities			—				807				(0.02	)
Net income per diluted common share		$	166,831				85,538			$	1.95

For the three and six months ended July 4, 2015, the Company had 0.5 million and 0.6 million stock options that were antidilutive, respectively, due to having higher exercise prices than the Company’s average stock price during the period. For both the three and six months ended June 28, 2014, the Company had 0.6 million stock options that were antidilutive. These securities were not included in the computation of diluted EPS. The effect of dilutive securities was calculated using the treasury stock method.

10 Retirement Plans

The Company sponsors various retirement plans. The summary of the components of net periodic pension costs for the plans for the three and six months ended July 4, 2015 and June 28, 2014 is as follows (in thousands):

 

		Three Months Ended
		July 4, 2015												June 28, 2014
		U.S.				U.S. Retiree				Non-U.S.				U.S.				U.S. Retiree				Non-U.S.
		Pension				Healthcare				Pension				Pension				Healthcare				Pension
		Plans				Plan				Plans				Plans				Plan				Plans
Service cost		$	—			$	262			$	1,337			$	—			$	199			$	1,212
Interest cost			1,513				118				402				1,595				118				592
Expected return on plan assets			(2,318	)			(122	)			(410	)			(2,308	)			(107	)			(392	)
Net amortization:
Prior service cost (credit)			—				—				14				—				(13	)			(47	)
Net actuarial loss (gain)			679				—				273				485				(4	)			97
Net periodic pension (benefit) cost		$	(126	)		$	258			$	1,616			$	(228	)		$	193			$	1,462

 

		Six Months Ended
		July 4, 2015												June 28, 2014
		U.S.				U.S. Retiree				Non-U.S.				U.S.				U.S. Retiree				Non-U.S.
		Pension				Healthcare				Pension				Pension				Healthcare				Pension
		Plans				Plan				Plans				Plans				Plan				Plans
Service cost		$	—			$	524			$	2,674			$	—			$	398			$	2,424
Interest cost			3,026				236				804				3,190				236				1,184
Expected return on plan assets			(4,636	)			(244	)			(820	)			(4,616	)			(214	)			(784	)
Net amortization:
Prior service cost (credit)			—				—				28				—				(26	)			(94	)
Net actuarial loss (gain)			1,358				—				546				970				(8	)			194
Net periodic pension (benefit) cost		$	(252	)		$	516			$	3,232			$	(456	)		$	386			$	2,924

 

17

---

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

 

During fiscal year 2015, the Company expects to contribute a total of approximately $4 million to $11 million to the Company’s defined benefit plans.

11 Business Segment Information

The Company’s business activities, for which discrete financial information is available, are regularly reviewed and evaluated by the chief operating decision maker. As a result of this evaluation, the Company determined that it has two operating segments: Waters Division and TA Division.

Waters Division is primarily in the business of designing, manufacturing, distributing and servicing LC and MS instruments, columns and other chemistry consumables that can be integrated and used along with other analytical instruments. TA Division is primarily in the business of designing, manufacturing, distributing and servicing thermal analysis, rheometry and calorimetry instruments. The Company’s two divisions are its operating segments and each has 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 one reportable segment of the Company.

Net sales for the Company’s products and services are as follows for the three and six months ended July 4, 2015 and June 28, 2014 (in thousands):

 

		Three Months Ended								Six Months Ended
		July 4, 2015				June 28, 2014				July 4, 2015				June 28, 2014
Product net sales:
Waters instrument systems		$	217,576			$	206,184			$	406,080			$	382,548
Chemistry			77,739				76,577				155,922				151,780
TA instrument systems			36,721				38,504				72,907				71,732
Total product sales			332,036				321,265				634,909				606,060
Service net sales:
Waters service			146,917				145,075				289,898				277,117
TA service			15,787				15,461				30,337				29,132
Total service sales			162,704				160,536				320,235				306,249
Total net sales		$	494,740			$	481,801			$	955,144			$	912,309

12 Recent Accounting Standard Changes and Developments

Recently Issued Accounting Standards

In May 2014, amended accounting guidance was issued regarding the recognition of revenue from contracts with customers. The objective of this guidance is to significantly enhance comparability and clarify principles of revenue recognition practices across entities, industries, jurisdictions and capital markets. This guidance was originally effective for annual and interim reporting periods beginning after December 15, 2016; however, the Financial Accounting Standards Board has voted to delay the effective period by one year. Adoption prior to December 15, 2016 is not permitted. The Company is currently evaluating its adoption method and the potential impact that the adoption of this standard will have on the Company’s financial position, results of operations and cash flows.

In April 2015, accounting guidance was issued which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability. This guidance is effective for annual and interim reporting periods beginning after December 15, 2015 and early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on the Company’s financial position, results of operations or cash flows.

 

18

---

Table of Contents

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

Business and Financial Overview

The Company has two operating segments: the Waters Division and the TA Division (“TA^®”). The Waters Division’s products and services primarily consist of high performance liquid chromatography (“HPLC”), ultra performance liquid chromatography (“UPLC^®” and together with HPLC, referred to as “LC”), mass spectrometry (“MS”) and 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 life science (including pharmaceutical), biochemical, industrial, nutritional safety, environmental, academic and governmental 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 and viscous liquids in various industrial, consumer goods and healthcare products.

The Company’s operating results for the three and six months ended July 4, 2015 and June 28, 2014 are as follows (in thousands):

 

		Three Months Ended												Six Months Ended
		July 4, 2015				June 28, 2014				% Change				July 4, 2015				June 28, 2014				% Change
Product sales		$	332,036			$	321,265				3	%		$	634,909			$	606,060				5	%
Service sales			162,704				160,536				1	%			320,235				306,249				5	%
Total net sales			494,740				481,801				3	%			955,144				912,309				5	%
Total cost of sales			208,707				201,853				3	%			397,953				389,572				2	%
Gross profit			286,033				279,948				2	%			557,191				522,737				7	%
Gross profit as a % of sales			57.8	%			58.1	%							58.3	%			57.3	%
Selling and administrative expenses			122,660				131,930				(7	%)			242,411				258,565				(6	%)
Research and development expenses			30,555				26,977				13	%			59,506				51,723				15	%
Purchased intangibles amortization			2,500				2,646				(6	%)			4,974				5,293				(6	%)
Operating income			130,318				118,395				10	%			250,300				207,156				21	%
Operating income as a % of sales			26.3	%			24.6	%							26.2	%			22.7	%
Interest expense, net			(6,546	)			(6,271	)			4	%			(13,181	)			(12,302	)			7	%
Income from operations before income taxes			123,772				112,124				10	%			237,119				194,854				22	%
Provision for income tax expense			18,115				15,595				16	%			35,401				28,023				26	%
Net income		$	105,657			$	96,529				9	%		$	201,718			$	166,831				21	%
Net income per diluted common share		$	1.27			$	1.13				12	%		$	2.41			$	1.95				24	%

Sales in the second quarter of 2015 grew 3% as the strong demand for the Company’s products and services were negatively affected by the foreign currency translation which reduced sales growth by 7%. This decline in sales growth from foreign currency translation resulted primarily from the weakening of the Euro and Japanese yen against the U.S. dollar and reduced Europe’s and Japan’s sales by 16% and 18%, respectively. The 2015 sales growth for the quarter was broad-based across all customer end-markets and driven by increases in the U.S., China and India.

Sales in the first half of 2015 grew 5% despite the significant negative effect of foreign currency translation, which reduced sales growth by 7% year-to-date. The 2015 sales growth for the first half benefited from the Company’s life science, industrial chemical, nutritional safety and environmental customers, especially in the U.S., China and India. Sales growth in 2015 also benefited by an estimated 2% from additional calendar days in the first half of 2015 as compared with the first half of 2014. The negative impact from foreign currency translation resulted primarily from the weakening of the Euro and Japanese yen against the U.S. dollar, which reduced Europe’s and Japan’s sales by 16% and 15%, respectively. Acquisitions had a minimal impact on sales year-to-date.

 

19

---

Table of Contents

In 2015, instrument system sales grew 4% and 5% for the quarter and year-to-date, respectively, and recurring revenues (combined chemistry consumable and service sales) increased 1% and 4%, respectively. Sales growth for both instrument systems and recurring revenues were negatively impacted by foreign currency translation. The increase in instrument system sales can be attributed to the higher customer demand for LC and LC-MS instrument systems and the increase in recurring revenues is primarily due to the increase in service sales resulting from a larger installed customer base.

The Company’s sales growth by customer end-market for both the quarter and year-to-date were negatively impacted by the European and Japanese foreign currency translation discussed above. Despite this decline in sales, the Company’s customer end-market sales were able to grow as follows:

 

•

Sales to life science customers grew by 3% and 6% for the quarter and year-to-date, respectively, with double-digit sales growth in all regions, except Europe and Japan.

 

•

Combined sales to industrial chemical, nutritional safety and environmental customers increased by 2% and 5% for the quarter and year-to-date, respectively. Sales in the quarter were strongest in Asia, excluding Japan, while year-to-date sales were driven by the U.S. and Asia, excluding Japan.

 

•

Combined global sales to governmental and academic customers grew by 2% for the quarter and were flat year-to-date. China sales grew at a double-digit rate for both the quarter and year-to-date and Japan showed sales growth in the quarter.

The increase in gross profit dollars for both the quarter and year-to-date was primarily a result of higher sales volumes. The slight decline in the second quarter gross profit margin percentage can be attributed to the sales mix resulting from a higher level of instrument system sales. The year-to-date gross profit margin percentage was higher as a result of leverage achieved on higher sales volumes and the favorable effects of foreign currency translation on operating costs of the Company’s European manufacturing and distribution facilities. Based on current foreign currency exchange rates and forecasts, the Company estimates that the full year impact of foreign currency translation will negatively impact sales by approximately 6% and have a negative impact on gross profit.

Selling and administrative expenses decreased 7% and 6% for the quarter and year-to-date, respectively, from the favorable effect of foreign currency translation and the impact of a $4 million write-down in fair value of a building held for sale in the prior year. In addition, year-to-date selling and administrative expenses included $6 million of severance costs incurred in the first quarter of 2014 related to a reduction in workforce.

The increase in research and development expenses in both the quarter and year-to-date was primarily a result of increased spending on new products and the development of new product initiatives, which was somewhat offset by favorable effects of foreign currency translation.

Net income per diluted share for both the quarter and year-to-date benefited from an increase in sales and fewer shares outstanding due to additional share repurchases. Foreign currency translation decreased net income per diluted share by approximately $0.13 in the quarter and approximately $0.21 year-to-date.

Net cash provided by operating activities for the first half of 2015 was $268 million and $222 million in 2015 and 2014, respectively. The $46 million increase was primarily a result of higher sales volumes and the timing of payments to vendors and collection of receivables from customers, as well as the additional days in the first quarter of 2015. Within cash flows used in investing activities, capital expenditures related to property, plant, equipment and software capitalization were $45 million and $44 million for 2015 and 2014, respectively.

On May 22, 2015, the Company acquired the net assets of the Electroforce business of the Bose Corporation (“Electroforce”), for approximately $9 million in cash. Electroforce is a manufacturer of dynamic mechanical testing systems used to characterize medical devices, biologic and engineered materials. This acquisition is not expected to have a significant impact on the Company’s sales and profits over the next twelve months.

Within cash flows used in financing activities, the Company received $25 million and $41 million of proceeds from stock plans in 2015 and 2014, respectively. Fluctuations in these amounts were primarily attributable to changes in

 

20

---

Table of Contents

the Company’s stock price and the expiration of stock option grants. In May 2014, the Company’s Board of Directors authorized the Company to repurchase up to $750 million of its outstanding common stock over a three-year period and authorized the extension of the May 2012 program until May 2015. The Company repurchased $165 million and $178 million of the Company’s outstanding common stock in 2015 and 2014, respectively, under the May 2012 and May 2014 authorizations.

In April 2015, Waters entered into an amendment to the credit agreement dated June 2013. The amended credit agreement provides for an increase of the revolving commitments from $1.1 billion to $1.3 billion and extends the maturity of the original credit agreement from June 25, 2018 until April 23, 2020. The Company plans to use future proceeds from the revolving facility for general corporate purposes.

Results of Operations

Sales by Geography

Geographic sales information is presented below for the three and six months ended July 4, 2015 and June 28, 2014 (in thousands):

 

		Three Months Ended												Six Months Ended
		July 4, 2015				June 28, 2014				% change				July 4, 2015				June 28, 2014				% change
Net Sales:
United States		$	159,696			$	149,192				7	%		$	306,071			$	271,371				13	%
Europe			127,414				143,713				(11	%)			251,815				276,641				(9	%)
Asia:
China			66,942				53,168				26	%			129,116				106,347				21	%
Japan			33,488				38,368				(13	%)			72,679				83,975				(13	%)
Asia Other			74,244				60,771				22	%			131,302				108,253				21	%
Total Asia			174,674				152,307				15	%			333,097				298,575				12	%
Other			32,956				36,589				(10	%)			64,161				65,722				(2	%)
Total net sales		$	494,740			$	481,801				3	%		$	955,144			$	912,309				5	%

The increase in sales in the U.S. for the quarter and year-to-date were driven by Waters instrument system sales to life science customers. The decrease in Europe’s sales growth was primarily due to the negative effects of foreign currency translation, which reduced sales growth by 16% in both the quarter and year-to-date. China’s sales growth was broad-based across all product lines and customer classes. Japan’s sales were negatively impacted by foreign currency translation, which decreased sales by 18% and 15% for the quarter and year-to-date, respectively. The increase in sales in both the quarter and year-to-date in the rest of Asia was broad-based across all product and customer classes. The decline in sales in the rest of the world was tempered by double-digit sales growth to life science customers in both the quarter and year-to-date.

Waters Division Net Sales

Net sales for the Waters Division’s products and services are as follows for the three and six months ended July 4, 2015 and June 28, 2014 (in thousands):

 

		Three Months Ended
		July 4, 2015				% of Total				June 28, 2014				% of Total				% change
Waters instrument systems		$	217,576				49	%		$	206,184				48	%			6	%
Chemistry			77,739				18	%			76,577				18	%			2	%
Total Waters Division product sales			295,315				67	%			282,761				66	%			4	%
Waters service			146,917				33	%			145,075				34	%			1	%
Total Waters Division net sales		$	442,232				100	%		$	427,836				100	%			3	%

 

21

---

Table of Contents

		Six Months Ended
		July 4, 2015				% of Total				June 28, 2014				% of Total				% change
Waters instrument systems		$	406,080				48	%		$	382,548				47	%			6	%
Chemistry			155,922				18	%			151,780				19	%			3	%
Total Waters Division product sales			562,002				66	%			534,328				66	%			5	%
Waters service			289,898				34	%			277,117				34	%			5	%
Total Waters Division net sales		$	851,900				100	%		$	811,445				100	%			5	%

Waters instrument system sales (LC and LC-MS) increased in the quarter and year-to-date, primarily due to stronger demand for instrument systems from life science, industrial chemical, nutritional safety and environmental customers. The increase in recurring revenues for both the quarter and year-to-date primarily resulted from a combination of a higher utilization rate of installed instrument systems and a higher base of installed instruments. In addition, the first half of 2015 had additional calendar days as compared with the first half of 2014. The effect of foreign currency translation decreased sales for the Waters Division by 8%.

Waters Division sales increased 10% and 15% in the U.S. for the quarter and year-to-date, respectively. Europe sales decreased 11% and 8% for the quarter and year-to-date, respectively, primarily due to the negative effect of foreign currency translation, which decreased sales by 16% and 17%, respectively. Total Asia sales increased 14% and 11% for the quarter and year-to-date, respectively, with sales in China increasing 27% and 21%, respectively. Japan sales decreased 13% in both the quarter and year-to-date, primarily due to the effects of foreign currency translation, while sales in the rest of Asia increased 22% and 20%. Sales in the rest of the world increased 9% and 3% in the quarter and year-to-date, respectively.

TA Division Net Sales

Net sales for the TA Division’s products and services are as follows for the three and six months ended July 4, 2015 and June 28, 2014 (in thousands):

 

		Three Months Ended
		July 4, 2015				% of Total				June 28, 2014				% of Total				% change
TA instrument systems		$	36,721				70	%		$	38,504				71	%			(5	%)
TA service			15,787				30	%			15,461				29	%			2	%
Total TA Division net sales		$	52,508				100	%		$	53,965				100	%			(3	%)

 

		Six Months Ended
		July 4, 2015				% of Total				June 28, 2014				% of Total				% change
TA instrument systems		$	72,907				71	%		$	71,732				71	%			2	%
TA service			30,337				29	%			29,132				29	%			4	%
Total TA Division net sales		$	103,244				100	%		$	100,864				100	%			2	%

TA instrument system sales decreased 5% in the quarter due to the negative effect of foreign currency translation. TA service sales increased for both the quarter and year-to-date due to sales of service plans and billings to a higher installed base of customers. In addition, the first half of 2015 had additional calendar days as compared with the first half of 2014. The effect of foreign currency translation decreased TA’s total sales by 5% for both the quarter and year-to-date. TA had double-digit sales growth in Asia, excluding Japan, which was offset by declines in Europe and Japan, primarily due to the negative effects of foreign currency translation. Recent acquisitions added 4% and 2% to sales growth for the quarter and year-to-date, respectively.

Gross Profit

Gross profit increased 2% and 7% for the quarter and year-to-date, respectively, primarily as a result of benefits from sales mix, leverage achieved on higher sales volumes and the favorable effect of foreign currency translation on operating costs of the Company’s European manufacturing and distribution facilities. Gross profit as a percentage of sales for the quarter was also impacted by the factors discussed above.

 

22

---

Table of Contents

Gross profit as a percentage of sales is affected by many factors, including, but not limited to, foreign currency translation, product mix, price, product costs of instrument systems and amortization of software platforms. The Company expects that the impact of foreign currency translation will negatively affect gross profit for the remainder of 2015, based on current exchange rates.

Selling and Administrative Expenses

Selling and administrative expenses decreased 7% and 6% for the quarter and year-to-date, respectively, from the favorable effect of foreign currency translation and the impact of a $4 million impairment charge related to a write-down in the fair value of a building held for sale in the U.K, which was recorded in the second quarter of 2014. Year-to-date, selling and administrative expenses were also lower due to $6 million of severance-related costs incurred in the first quarter of 2014 in connection with a reduction in workforce. As a percentage of net sales, selling and administrative expenses were 24.8% and 25.4% for the 2015 quarter and year-to-date, respectively, and 27.4% and 28.3% for the 2014 quarter and year-to-date, respectively.

Research and Development Expenses

Research and development expenses increased 13% and 15% for the quarter and year-to-date, respectively, primarily as a result of additional headcount, merit compensation and costs associated with new products and the development of new product initiatives. These increases were somewhat offset by favorable effects of foreign currency translation.

Interest Expense, Net

The increase in net interest expense for both the quarter and year-to-date was primarily attributable to an increase average borrowings, offset slightly by income earned on an increase in average cash, cash equivalents and investments.

Provision for Income Taxes

The four principal jurisdictions in which the Company manufactures are the U.S., Ireland, the United Kingdom and Singapore, where the marginal effective tax rates were approximately 37.5%, 12.5%, 20.25% and 0%, respectively, as of July 4, 2015. In July 2015 (fiscal third quarter), the Company entered into a new agreement with Singapore tax authorities that extended a 0% contractual tax rate through March 2021. The contractual tax rate is dependent upon achievement of certain contractual milestones, which the Company expects to meet. The current statutory tax rate in Singapore is 17%. The Company’s effective tax rate is influenced by many significant factors, including, but not limited to, the wide range of income tax rates in jurisdictions in which the Company operates; sales volumes and profit levels in each tax jurisdiction; changes in tax laws, tax rates and policies; the outcome of various ongoing tax audit examinations; and the impact of foreign currency transactions and translation. As a result of variability in these factors, the Company’s effective tax rates in the future may not be similar to the effective tax rates for the current or prior year.

The Company’s effective tax rate for the quarter was 14.6% and 13.9% for 2015 and 2014, respectively. The Company’s effective tax rate year-to-date was 14.9% and 14.4% for 2015 and 2014, respectively. The differences between the effective tax rates for 2015 as compared to 2014 were primarily attributable to differences in the proportionate amounts of pre-tax income recognized in jurisdictions with different effective tax rates.

 

23

---

Table of Contents

Liquidity and Capital Resources

Condensed Consolidated Statements of Cash Flows (in thousands):

 

		Six Months Ended
		July 4, 2015				June 28, 2014
Net income		$	201,718			$	166,831
Depreciation and amortization			45,138				41,124
Stock-based compensation			16,610				16,353
Deferred income taxes			542				(7,912	)
Change in accounts receivable			13,501				28,870
Change in inventories			(29,878	)			(31,558	)
Change in accounts payable and other current liabilities			(22,287	)			(5,727	)
Change in deferred revenue and customer advances			43,352				36,835
Other changes			(1,147	)			(22,729	)
Net cash provided by operating activities			267,549				222,087
Net cash used in investing activities			(264,508	)			(173,761	)
Net cash used in financing activities			(48,552	)			(65,673	)
Effect of exchange rate changes on cash and cash equivalents			(10,791	)			5,242
Decrease in cash and cash equivalents		$	(56,302	)		$	(12,105	)

Cash Flow from Operating Activities

Net cash provided by operating activities was $268 million and $222 million in the six months ended July 4, 2015 and June 28, 2014, respectively. The changes within net cash provided by operating activities in 2015 as compared to 2014 include the following significant changes in the sources and uses of net cash provided by operating activities, aside from the increase in net income:

 

•

The change in accounts receivable in 2015 compared to 2014 was primarily attributable to timing of shipments and payments made by customers. Days-sales-outstanding (“DSO”) decreased to 75 days at July 4, 2015 from 76 days at June 28, 2014.

 

•

The change in inventory in both 2015 and 2014 is primarily attributable to the additional inventory ramp up for new products to be launched later this year.

 

•

The 2015 and 2014 change in accounts payable and other current liabilities was a result of timing of payments to vendors.

 

•

Net cash provided from deferred revenue and customer advances in both 2015 and 2014 was a result of the higher installed base of customers renewing 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. In addition, the Company made one-time contributions totaling $21 million to certain Non-U.S. pension plans during 2014.

Cash Used in Investing Activities

Year-to-date, net cash used in investing activities totaled $265 million and $174 million in 2015 and 2014, respectively. Additions to fixed assets and capitalized software were $45 million and $44 million year-to-date in 2015 and 2014, respectively. During 2015 and 2014, the Company purchased $1,328 million and $1,179 million of investments year-to-date, while $1,118 million and $1,053 million of investments matured, respectively. Business acquisitions, net of cash acquired, were $9 million and $4 million year-to-date in 2015 and 2014, respectively.

Cash Used in Financing Activities

In April 2015, Waters entered into an amendment to the credit agreement dated June 2013. The amended credit agreement provides for an increase of the revolving commitments from $1.1 billion to $1.3 billion and extends the maturity of the original credit agreement from June 25, 2018 until April 23, 2020. The Company plans to use future proceeds from the revolving facility for general corporate purposes.

 

24

---

Table of Contents

Year-to-date, the Company’s total debt borrowings increased by $95 million and $70 million in 2015 and 2014, respectively. As of July 4, 2015, the Company had a total of $1,560 million in outstanding debt, which consisted of $500 million in outstanding senior unsecured notes, $300 million borrowed under the term loan facility under the 2015 Credit Agreement and $760 million borrowed under revolving credit facility under the 2015 Credit Agreement. At July 4, 2015, $125 million of the outstanding portion of the revolving facility was classified as short-term liabilities in the consolidated balance sheet due to the fact that the Company expects to repay this portion of the borrowing under the revolving line of credit within the next twelve months. The remaining $635 million of the outstanding portion of the revolving facility was classified as long-term liabilities in the consolidated balance sheet, as this portion is not expected to be repaid within the next twelve months. As of July 4, 2015, the Company had a total amount available to borrow under the 2015 Credit Agreement of $538 million after outstanding letters of credit.

In May 2014, the Company’s Board of Directors authorized the Company to repurchase up to $750 million of its outstanding common stock over a three-year period and authorized the extension of the May 2012 program until May 2015. During the first six months of 2015 and 2014, the Company repurchased 1.3 million and 1.7 million shares of the Company’s outstanding common stock at a cost of $165 million and $178 million, respectively, under the May 2012 and May 2014 authorizations. As of July 4, 2015, the Company had a total of $604 million authorized for future repurchases under the May 2014 plan. In addition, the Company repurchased $6 million and $7 million of common stock related to the vesting of restricted stock units during 2015 and 2014, respectively.

The Company received $25 million and $41 million of proceeds from the exercise of stock options and the purchase of shares pursuant to the Company’s employee stock purchase plan in 2015 and 2014, respectively.

The Company had cash, cash equivalents and investments of $2,209 million as of July 4, 2015. The majority of the Company’s cash, cash equivalents and investments are generated from foreign operations, with $2,162 million held by foreign subsidiaries at July 4, 2015. Due to the fact that most of the Company’s cash, cash equivalents and investments are held outside of the U.S., the Company must manage and maintain sufficient levels of cash flow in the U.S. to fund operations and capital expenditures, service debt interest, finance potential U.S. acquisitions and continue the authorized stock repurchase program in the U.S. These U.S. cash requirements are managed by the Company’s cash flow from U.S. operations and the use of the Company’s revolving credit facility.

Management believes, as of the date of this report, that its financial position, particularly in the U.S., 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. In addition, there have been no recent significant changes to the Company’s financial position, nor are there any anticipated changes, to warrant a material adjustment related to indefinitely reinvested foreign earnings.

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, 2014, as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2015. The Company reviewed its contractual obligations and commercial commitments as of July 4, 2015 and determined that there were no material changes from the information set forth in the Annual Report on Form 10-K, with the exception of the amended credit agreement as described in Note 6, “Debt.”

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 2015, the Company expects to contribute a total of approximately $4 million to $11 million to the Company’s defined benefit plans.

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

 

25

---

Table of Contents

Critical Accounting Policies and Estimates

In the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC on February 27, 2015, 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, warranty, income taxes, pension and other postretirement benefit obligations, litigation, business combinations and asset acquisitions, valuation of contingent consideration and stock-based compensation. The Company reviewed its policies and determined that those policies remain the Company’s most critical accounting policies for the six months ended July 4, 2015. The Company did not make any changes in those policies during the six months ended July 4, 2015.

New Accounting Pronouncements

Please refer to Note 12, Recent Accounting Standards 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 within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 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 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, including interest expense, capitalized software costs and effective tax rates; 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:

 

•

The risks inherent in the transition of chief executive officer as the Company has announced a new chief executive officer effective September 2015 upon the retirement of the current chief executive officer.

 

•

Foreign exchange rate fluctuations that could adversely affect translation of the Company’s future sales, financial operating results and the condition of 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 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 of customers; changes in timing and demand by the Company’s customers and various market sectors, particularly

 

26

---

Table of Contents

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; 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 of acceptance of new products; expansion of our business in developing markets; spending by certain end-markets; and ability to obtain alternative sources for components and modules; and the possibility that future sales of new products, which trigger contingent purchase payments, may exceed our expectations.

 

•

Increased regulatory burdens as the Company’s business evolves, especially with respect to the Food and Drug Administration and 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.

 

•

The impact and costs incurred from changes in accounting principles and practices; the impact and costs of changes in statutory or contractual tax rates; shifts in taxable income in 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, 2014, as filed with the SEC on February 27, 2015. 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 applicable law, the Company does not assume any obligation to update any forward-looking statements.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the Company’s market risk during the six months ended July 4, 2015. 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, 2014, as filed with the SEC on February 27, 2015.

Item 4: Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s chief executive officer and chief financial officer (principal executive and principal financial officer), with the participation of management, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of July 4, 2015 (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 Controls 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 4, 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

27

---

Table of Contents

Part II: Other Information

Item 1: Legal Proceedings

There have been no material changes in the Company’s legal proceedings during the six months ended July 4, 2015 as described in Item 3 of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC on February 27, 2015.

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, 2014, as filed with the SEC on February 27, 2015. The Company reviewed its risk factors as of July 4, 2015 and determined that there were no material changes from the ones set forth in the Form 10-K. Note, however, the discussion 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 affect the Company’s business, financial condition and operating results.

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

Purchases of Common Stock by the Issuer

The following table provides information about purchases by the Company during the three months ended July 4, 2015 of common stock registered by the Company under the Exchange Act (in thousands, except per share data):

 

Period		Total Number of Shares Purchased				Average Price Paid per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)				Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 5 to May 2, 2015			—			$	—				—			$	683,538
May 3 to May 30, 2015			375			$	130.93				375			$	634,447
May 31 to July 4, 2015			230			$	134.07				230			$	603,611
Total			605			$	132.12				605			$	603,611

 

(1)	In May 2014, the Company’s Board of Directors authorized the repurchase of up to $750 million of its outstanding common stock in open market transactions over a three-year period.

Item 6: Exhibits

 

Exhibit Number		Description of Document
10.1		President and Chief Executive Employment Agreement.
10.2		Change of Control/Severance Agreement, dated as of September 8, 2015, between Waters Corporation and Christopher J. O’Connell.
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.

 

28

---

Table of Contents

Exhibit Number		Description of Document
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 4, 2015, formatted in XBRL (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 (v) Condensed Notes to Consolidated Financial Statements (unaudited).

 

*

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.

 

29

---

Table of Contents

SIGNATURE

Pursuant to the requirements 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.

 

Date: August 7, 2015

 

30

Exhibit 10.1

 

June 23, 2015

Mr. Christopher J. O’Connell

Dear Chris:

This letter (the “Agreement”) confirms the terms and conditions of your employment with Waters Corporation (the “Company”).

1. Position and Duties.

(a) Effective as of September 8, 2015 (the “Start Date”), you will be employed by the Company, on a full-time basis, as its President and Chief Executive Officer and you shall report solely to the Board of Directors of the Company (the “Board”). In addition to serving as the Company’s President and Chief Executive Officer, you will be appointed to serve as a member of the Board effective as of the Start Date. Thereafter, for so long as you remain employed by the Company as its Chief Executive Officer, at each annual meeting of the Company’s stockholders, the Board or a committee thereof shall nominate you to serve as a member of the Board and you shall so serve if elected or reelected without further compensation, subject to receiving the required approval of the Company’s stockholders and compliance with the Company’s policies applicable to Board members generally. At the time you cease to be employed as the Chief Executive Officer of the Company for any reason, you shall resign from the Board effective immediately upon such cessation. In addition, you may be asked from time to time to serve as a director or officer of one or more of the Company’s Affiliates, without further compensation. For purposes of this Agreement, “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company.

(b) In your capacity as President and Chief Executive Officer of the Company, you shall have the duties, responsibilities and authorities that are commensurate with the duties, authorities and responsibilities of chief executive officers of similar size and type companies and such other duties, responsibilities and authorities as may reasonably be assigned to you by the Board from time to time that are not inconsistent with your position. You agree that, while employed by the Company, you will devote your full business time and your best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of your duties and responsibilities for them. Notwithstanding the foregoing, you shall be permitted to engage in civic, charitable and philanthropic activities, manage your passive personal investments, and with the consent of the Board, to serve on the board of directors of for and not-for-profit companies or organizations, provided that, in the aggregate, such activities do not interfere or conflict with your duties to the Company. All employees of the Company shall report, directly or indirectly, to you or one of your designees.

(c) Further, you agree that, while employed by the Company, you will comply with all written Company policies, practices and procedures and all codes of ethics or business conduct policies applicable to your position, as in effect from time to time.

---

2. Compensation and Benefits. During your employment, as compensation for all services performed by you for the Company and its Affiliates, the Company will provide you the following pay and benefits:

(a) Base Salary. The Company shall pay you a base salary at the rate of $825,000 per year, payable in accordance with the regular payroll practices of the Company and subject to annual review by the Compensation Committee of the Board (the “Compensation Committee”) (such base salary, as in effect from time to time, “Base Salary”). Your Base Salary may be subject to earlier review by the Compensation Committee at its meeting expected to be held in December 2015.

(b) Annual Incentive Compensation. For each fiscal year completed during your employment under this Agreement, you will be eligible to earn annual incentive compensation under the Company’s Management Incentive Plan, or such other bonus plan in which Company executives participate generally (such plan, as in effect from time to time, the “MIP”). Your target annual incentive compensation opportunity will be 125% of your Base Salary. The actual amount payable in respect of your annual incentive compensation opportunity, if any, for any fiscal year will be determined by the Compensation Committee based on the achievement of performance goals previously established by the Compensation Committee in its discretion. Any annual incentive compensation due hereunder will be paid in accordance with the terms of the MIP and on or before March 15^th of the year following the fiscal year with respect to which the annual incentive compensation is earned, subject to your remaining employed by the Company on the date that such annual incentive compensation is paid, except as otherwise provided herein. For the 2015 fiscal year, your annual incentive compensation, to the extent earned, will be prorated based on the number of full and partial months you are employed by the Company during such fiscal year.

(c) 2015 Equity Grant. For the 2015 fiscal year, pursuant to the approval of the Compensation Committee at the time annual equity awards are granted to executives of the Company generally (anticipated to be at the Compensation Committee meeting expected to be held in December 2015), you will be granted a non-qualified stock option under the Company’s 2012 Equity Incentive Plan (as in effect from time to time, the “EIP”) having a Black-Scholes value on the date of grant of $5,000,000 (the “2015 Option Award”). The number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), underlying the 2015 Option Award will be determined by the Compensation Committee using Black-Scholes assumptions in effect in December 2015 and the 2015 Option Award will have an exercise price equal to the closing price of a share of the Common Stock on the date of grant. The 2015 Option Award will vest as to 20% of the shares of Common Stock underlying the award on each of the first five (5) anniversaries of the date of grant, subject to your continued employment on each vesting date and will be subject to the other terms and conditions of the EIP. The 2015 Option Award shall be granted substantially in the form attached hereto as Exhibit A. To be eligible to receive the 2015 Option Award, you must be employed by the Company on the date the award is granted.

---

(d) Future Equity Grants. After 2015, you will be eligible for annual equity grants under the EIP at such times and in such form as determined by the Compensation Committee in its discretion.

(e) Sign-on Awards. Pursuant to the approval of the Compensation Committee, you will be granted or paid, as applicable:

(i) on the Start Date, a restricted stock unit award under the EIP, with the number of restricted stock units subject to the award determined by dividing $2,500,000 by the closing price of a share of Common Stock on the date of grant (the “Sign-On RSU Award”). The Sign-On RSU Award will vest as to 1/3 of the award on each of the first three (3) anniversaries of the date of grant, subject to your continued employment on each vesting date (except as expressly provided in the award agreement evidencing the grant of the Sign-On RSU Award). The Sign-On RSU Award will be subject to the terms and conditions of the EIP and the award agreement evidencing its grant in the form attached hereto as Exhibit B.

(ii) on the Start Date, a non-qualified stock option award under the EIP, having a Black-Scholes value on the date of grant of $2,500,000, with the number of shares of Common Stock underlying the stock option determined using Black-Scholes assumptions in effect in the month of grant and an exercise price equal to the closing price of a share of Common Stock on the date of grant (the “Sign-On Option Award”). The Sign-On Option Award will vest as to 20% of the shares of Common Stock underlying the award on each of the first (5) five anniversaries of the date of grant, subject to your continued employment on each vesting date (except as expressly provided in the award agreement evidencing the grant of the Sign-On Option Award). The Sign-On Option Award will be subject to the terms and conditions of the EIP and the award agreement evidencing its grant in the form attached hereto as Exhibit C.

(iii) a cash payment of $ 1,700,000 (the “Sign-On Bonus”) within ten (10) days of the Start Date. In the event you resign without Good Reason (as defined below) or your employment is terminated by the Company for Cause (as defined below) within the one- year period following the Start Date, you shall repay to the Company a prorated portion of the Sign-On Bonus based on the number of full and partial months remaining in such one-year period as of the date of such termination of employment.

(f) Participation in Employee Benefit Plans. You will be entitled to participate in all employee benefit plans or programs and personal benefits from time to time in effect for executives of the Company generally, except to the extent such plans are duplicative of benefits otherwise provided to you under this Agreement. Your participation will be subject to the terms of the applicable plan or program documents and generally applicable Company policies, as the same may be in effect from time to time, and any other restrictions or limitations imposed by law.

(g) Vacations. You will be entitled to earn up to five (5) weeks of vacation per year, in addition to holidays observed by the Company. Vacation may be taken at such times and intervals as you shall determine, subject to the business needs of the Company. Vacation shall otherwise be subject to the policies of the Company, as in effect from time to time.

---

(h) Business Expenses. The Company will pay or reimburse you for all reasonable business expenses incurred or paid by you in the performance of your duties and responsibilities for the Company, subject to any restrictions on such expenses set by the Company and to such reasonable substantiation and documentation as may be specified from time to time. Your right to payment or reimbursement for expenses hereunder shall be subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be made not later than December 31 of the calendar year following the calendar year in which the expense or payment was incurred, and (iii) the right to payment or reimbursement is not subject to liquidation or exchange for any other benefit.

(i) Relocation. You will be required to relocate your primary personal residence to a location within reasonable commuting distance of the Company’s headquarters no later than the date that is one (1) year following the Start Date. You will be entitled to relocation assistance pursuant to the Company’s executive relocation program (excluding the allowance for temporary living expenses provided thereunder).

(j) Legal Fees. The Company will reimburse you for up to $35,000 in the aggregate for reasonable legal fees you incur in connection with the negotiation of this Agreement, the Change of Control Agreement (as defined below), the agreements attached hereto as exhibits and your commencement of employment with the Company. The Company will reimburse your legal fees within 30 days of your submission of reasonably satisfactory documentation of such fees.

3. Confidential Information and Restricted Activities.

(a) Confidential Information. During the course of your employment with the Company, you will learn of Confidential Information, as defined below, and you may develop Confidential Information on behalf of the Company and its Affiliates. You agree that you will not use or disclose to any Person, as defined below, (except as required by applicable law or for the good faith performance of your duties and responsibilities for the Company) any Confidential Information obtained by you incident to your employment or any other association with the Company or any of its Affiliates. You agree that this restriction shall continue to apply after your employment terminates, regardless of the reason for such termination. For purposes of this Agreement, “Confidential Information” means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its Affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through your breach of your obligations under this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall be construed to prohibit you from reporting possible violations of federal or state law or regulations to any governmental agency or self-regulatory organization, or making

---

other disclosures that are protected under whistleblower or other provisions of applicable federal or state law or regulations. You shall not need the prior authorization of the Company or the Company’s legal department to make any such reports or disclosures and you are not required to notify the Company that you have made such reports or disclosures. For purposes of this Agreement, “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company or any of its Affiliates.

(b) Protection of Documents. All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the Company or any of its Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by you, shall be the sole and exclusive property of the Company. You agree to safeguard all Documents and to surrender to the Company, at the time your employment terminates or at such earlier time or times as the Board or its designee may specify, all Documents then in your possession or control; provided that you will be entitled to retain your personal address book to the extent it only contains contact information (other than Company address lists). You also agree to disclose to the Company, at the time your employment terminates or at such earlier time or times as the Board or its designee may specify, all passwords necessary or desirable to obtain access to, or that would assist in obtaining access to, any information which you have password-protected on any computer equipment, network or system of the Company or any of its Affiliates.

(c) Assignment of Rights to Intellectual Property. You shall promptly and fully disclose all Intellectual Property to the Company. You hereby assign and agree to assign to the Company (or as otherwise directed by the Company) your full right, title and interest in and to all Intellectual Property. You agree to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. You will not charge the Company for time spent in complying with these obligations. All copyrightable works that you create during your employment shall be considered “work made for hire” and shall, upon creation, be owned exclusively by the Company. For purposes of this Agreement, “Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by you (whether alone or with others, whether or not during normal business hours or on or off Company premises) during your employment that relate either to the business of the Company or to any prospective activity of the Company or any of its Affiliates or that result from any work performed by you for the Company or any of its Affiliates or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its Affiliates.

---

(d) Restricted Activities. You agree that the following restrictions on your activities during and after your employment are necessary to protect the good will, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates:

(i) While you are employed by the Company and during the two (2) - year period immediately following termination of your employment, regardless of the reason therefor (in the aggregate, the “Restricted Period”), you shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates or undertake any planning for any business that is competitive with the business of the Company or any of its Affiliates in any geographic area in which the Company does business or undertakes any planning for any business during your employment (provided such planning has been approved by the Board) (the “Restricted Area”). Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is engaged in any business that is competitive with the business of the Company or its Affiliates, as conducted or in planning (provided such planning has been approved by the Board) during your employment with the Company anywhere in the Restricted Area. Notwithstanding the foregoing, neither (x) nor (y), as provided below, shall be considered a violation of this Section 3(d)(i): (x) the ownership of not more than two percent (2%) of the outstanding securities of any class of any entity that is listed on a national securities exchange or quoted or traded in the over-the-counter market, or (y) the provision of services (as an employee, independent contractor or otherwise) to an entity where no more than a de minimis amount of revenue is derived from a business that is competitive with the business of the Company or any of its Affiliates, provided you are not responsible for (and do not participate in) the day-to-day management or supervision of such business and provided you do not have direct (which shall not mean indirect) supervision over the individual or individuals who are so responsible for such day-to-day management or supervision.

(ii) During the Restricted Period, you will not directly or indirectly, except in the good faith performance of your duties to the Company, (a) solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer of the Company or any of its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates; provided, however, that these restrictions shall apply only with respect to those Persons who are or have been a customer of the Company or any of its Affiliates at any time within the immediately preceding one (1) -year period or whose business has been solicited on behalf of the Company or any of the Affiliates by any of their officers, employees or agents within such one (1) -year period, other than by form letter, blanket mailing or published advertisement.

(iii) During the Restricted Period, you will not, and will not assist any other Person to, (a) hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to persuade any employee of the Company or any of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them; provided, however, the foregoing shall not be violated by (x) following your termination of employment,

---

serving solely as a reference for any employee of the Company or its Affiliates, (y) discussing with an employee his or her leaving employment with the Company and its Affiliates in the good faith performance of your duties to the Company or (z) general advertising or general solicitation for employment not specifically directed at the Company’s employees. For the purposes of this Agreement, an “employee” or an “independent contractor” of the Company or any of its Affiliates is any person who was such at any time within the preceding one year.

(iv) In signing this Agreement, you give the Company assurance that you have carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on you under this Section 3. You agree without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. You further agree that, were you to breach any of the covenants contained in this Section 3, the damage to the Company and its Affiliates would be irreparable. You therefore agree that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by you of any of those covenants, without having to post bond. So that the Company may enjoy the full benefit of the covenants contained in this Section 3, you further agree that the Restricted Period shall be tolled, and shall not run, during the period of any breach by you of any of the covenants contained in this Section 3. You and the Company further agree that, in the event that any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of your obligations to that Affiliate under this Agreement, including without limitation pursuant to this Section 3. Finally, no claimed breach of this Agreement or other violation of law attributed to the Company, or change in the nature or scope of your employment relationship with the Company or any of its Affiliates shall operate to excuse you from the performance of your obligations under this Section 3.

4. Termination of Employment. Your employment under this Agreement shall continue until terminated pursuant to this Section 4.

(a) By the Company For Cause. The Company may terminate your employment for Cause upon notice to you setting forth in reasonable detail the nature of the cause. “Cause” shall mean: (i) the conviction of you by a court of competent jurisdiction of, or the pleading of guilty or nolo contendere to, any felony or any crime involving moral turpitude; (ii) gross negligence, breach of fiduciary duty, breach of any non-competition, non-solicitation or developments agreement or covenant in favor of the Company or material breach of any confidentiality agreement or covenant in favor of the Company; (iii) you shall have willfully and continually failed to substantially perform your duties with the Company after a written demand for substantial performance is delivered by the Company, which demand specifically identifies the manner in which the Company believes that you have not substantially performed your duties pursuant to the disciplinary procedures of the Company, and such failure of substantial performance shall have continued for a period of thirty (30) days after such written demand, (iv) you have been chronically absent from work (excluding vacations, illnesses or leaves of

---

absences), (v) the commission by you of an act of fraud, embezzlement or misappropriation against the Company; (vi) you shall have refused, after explicit notice, to obey any lawful resolution or direction by the Board which is consistent with your duties as an officer of the Company; or (vii) a material breach by you of this Agreement, which breach (if curable) has remained uncured for a period of thirty (30) days following the Company’s delivery of written notice to you specifying the manner in which the Agreement has been materially breached.

(b) By the Company Without Cause. The Company may terminate your employment at any time other than for Cause upon notice to you.

(c) Resignation by You Without Good Reason. You may terminate your employment at any time upon thirty (30) days’ notice to the Company. The Board may elect to waive such notice period or any portion thereof; but in that event, the Company shall pay you your Base Salary for that portion of the notice period so waived.

(d) Resignation by You With Good Reason. You may terminate your employment as provided below for Good Reason. “Good Reason” shall mean: (i) a material diminution in your duties, authorities, responsibilities or reporting lines; (ii) a material reduction in your Base Salary (other than a reduction of your Base Salary of no more than 10% in the aggregate from your highest Base Salary and that is proportional to reductions of the Company’s other senior executives) or target annual bonus opportunity; (iii) a material change in your principal place of business (provided, however, that travel for business purposes consistent with past practices shall not be considered a change in the place of your principal place of business for the purpose of this clause (iii)); or (iv) a material breach by the Company of this Agreement; provided that the occurrence of any of the foregoing events shall not constitute Good Reason unless (x) you provide written notice of the event to the Company within ninety (90) days after it first existed, (y) the Company fails to remedy the condition within thirty (30) days after the notice and (z) you actually terminate employment within thirty (30) days after the expiration of the Company’s cure period.

(e) Death and Disability. Your employment hereunder shall automatically terminate in the event of your death during employment and the Company may terminate your employment due to Disability. The Company shall only be permitted to terminate your employment, or give you notice to terminate your employment, due to Disability while you are disabled. For purposes of this Agreement, “Disability” means an independent medical doctor (selected by the Company’s health or disability insurer) has certified that you have, for six (6) months consecutive or nonconsecutive in any twelve (12) -month period, been disabled in a manner that seriously interferes with your ability to perform your responsibilities as an employee of the Company. Any refusal by you to submit to a medical examination for the purpose of certifying disability shall be deemed to constitute conclusive evidence of your disability. You shall continue to receive your Base Salary in accordance with Section 2(a) and benefits in accordance with Section 2(e), to the extent permitted by the then-current terms of the applicable benefit plans, until you become eligible for disability income benefits under the Company’s disability income plan or until the termination of your employment, whichever shall first occur.

---

5. Other Matters Related to Termination.

(a) Final Compensation. In the event of termination of your employment with the Company, howsoever occurring, the Company shall pay you (i) your Base Salary for the final payroll period of your employment, through the date your employment terminates; (ii) any vacation time earned but not used as of the date your employment terminates; (iii) reimbursement for business expenses incurred by you but not yet paid to you as of the date your employment terminates; provided you submit all expenses and supporting documentation required within sixty (60) days of the date your employment terminates, and provided further that such expenses are reimbursable under Company policies as then in effect; (iv) any amounts or benefits due to you under any benefit or equity plan, program or arrangement in accordance with the terms of such plan, program or arrangement; and (v) except if your employment is terminated by the Company for Cause or you resign without Good Reason, (x) any unpaid annual bonus under the MIP for the year preceding the year of termination, payable when such bonus is paid to active employees (the “Prior Year’s Bonus”) and (y) and if you are employed by the Company on or after July 1 of the fiscal year in which your employment was terminated, a prorated portion (calculated based on the number of days in such year of termination that you were employed by the Company) of the annual bonus under the MIP for the year of termination, to the extent that an annual bonus would have been earned by you under the MIP based on actual full year performance had you remained employed through the end of such year, and paid when such bonus is paid to active employees (the “Pro-Rata Bonus”) (all of the foregoing, “Final Compensation”). The Final Compensation, other than any Prior Year’s Bonus or the Pro-Rata Bonus, if any, which shall be paid in accordance with the provision of subsection (v), shall be paid within thirty (30) days following the termination of your employment.

(b) Severance Payments. In the event of a termination of your employment pursuant to Sections 4(b) or 4(d) above, subject to the Change in Control Agreement (as defined below), the Company will pay you, in addition to Final Compensation, (i) an amount equal to two (2) times the sum of (x) your Base Salary and (y) your target annual incentive compensation opportunity, which amount shall be payable in substantially equal installments during the twenty-four (24) -month period following the date of termination (the “Severance Payments”); and (ii) in a lump sum, an amount equal to the amount the Company would have paid in premiums under the life, accident, health and dental insurance plans of the Company in which you and your dependents were participating immediately prior to the termination of your employment for the twenty-four (24) -month period following the date of termination, with such lump sum amount payable pursuant to this Section 5(b) to be determined based on the premium rates in effect at the time of the termination of your employment (the “Health Payment”).

(c) Conditions to and Timing of Severance Payments. Notwithstanding any other provision of this Agreement to the contrary, the Severance Payments and the Health Payment shall be paid or provided to you only if you enter into a release of claims (the “Release”) substantially in the form attached hereto as Exhibit D, with such changes as may be necessary to comply with applicable law at the time of termination of your employment, within a period of time not to exceed forty-five (45) days from the date of termination of your employment and you do not revoke such Release. Any Severance Payments to which you are

---

entitled will be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company. The Health Payment will be paid in a lump sum. Except as provided in Section 9(a) of this Agreement, the first payment of the Severance Payments and the Health Payment will be made on the Company’s next regular payday following the date the Release becomes effective, but no later than the date that is sixty (60) days following the date your employment terminates, with the first payment of the Severance Payments being retroactive to the date of termination. Notwithstanding the foregoing, if the date your employment terminates occurs in one taxable year and the date that is sixty (60) days following such termination date occurs in a second taxable year, to the extent required by Section 409A of the Internal Revenue Code, as amended and the regulations and guidance promulgated thereunder (“Section 409A”), such payment shall not be made prior to the first day of the second taxable year. For the avoidance of doubt, if you do not execute the Release within the period specified in this Section 5(c) or if you revoke the executed Release within the time period permitted by law, you will not be entitled to any payments or benefits set forth in this Agreement and any equity and equity-based awards that vested on account of such termination in accordance with their terms shall be cancelled with no consideration due to you, and neither the Company nor any of its Affiliates will have any further obligations to you under this Agreement or otherwise. Further, the obligation of the Company to make payments to you under Section 5(b) and provide any accelerated vesting of equity or equity-based awards upon employment termination, and your right to retain the same, are conditioned upon your continued compliance with Section 3 of this Agreement

6. Termination of Employment in Connection with a Change of Control. Concurrently with the execution of this Agreement you are entering into a Change of Control/Severance Agreement dated as of the Start Date (the “Change of Control Agreement”). Any rights you may have to payments or benefits upon certain terminations of your employment in connection with a change of control of the Company are set forth in the Change of Control Agreement. In no event will you be entitled to severance benefits under both this Agreement and the Change of Control Agreement.

7. Employment At-Will. This Agreement is not intended to constitute a contract of employment for a definite term. Your employment with the Company is at-will. This means that if you accept this offer both you and the Company will retain the right to terminate our employment relationship at any time, subject to the terms of this Agreement.

8. Conflicting Agreements. You hereby represent and warrant that your signing of this Agreement and the performance of your obligations under it will not breach or be in conflict with any other agreement to which you are a party or are bound, and that you are not now subject to any covenants against competition or similar covenants or any court order that could affect the performance of your obligations under this Agreement. You agree that you will not disclose to or use on behalf of the Company or its Affiliates any confidential or proprietary information of a third party without that party’s consent.

---

9. Timing of Payments and Section 409A.

(a) Notwithstanding anything to the contrary in this Agreement, if at the time your employment terminates, you are a ‘‘specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) -month period or, if earlier, upon your death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A.

(b) For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i).

(c) Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.

(d) It is the intent of the parties hereto that the payments and benefits under this Agreement comply with (or be exempt from) Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event, however, shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A, except if the same is the result of a negligent or improper act of the Company.

10. Withholding. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

11. Recoupment. The Company may recover amounts paid to you hereunder or under any other plan or program of, or agreement or arrangement with, the Company, and any gain in respect of any equity awards granted to you, in accordance with any applicable Company clawback or recoupment policy that is generally applicable to the Company’s other senior executives, as such policy may be amended and in effect from time to time, or as otherwise required by applicable law or applicable stock exchange listing standards, including, without limitation, Section 10D of the Securities Exchange Act of 1934, as amended.

---

12. Assignment. Neither you nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, the Company may assign its rights and obligations under this Agreement without your consent to an entity with which the Company shall hereafter effect a reorganization, consolidate with, or merge into or to which it transfers all or substantially all of its properties or assets. This Agreement shall inure to the benefit of and be binding upon you and the Company, and each of your and the Company’s respective successors, executors, administrators, heirs and permitted assigns.

13. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14. Miscellaneous. This Agreement, together with the Change of Control Agreement and the equity and equity-based award agreements attached as exhibits hereto, set forth the entire agreement between you and the Company, and replace all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the terms and conditions of your employment. This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by you and an expressly authorized representative of the Board. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Provisions of this Agreement shall survive any termination or expiration hereof or any termination of your employment if so provided in this Agreement or necessary or desirable to accomplish the purpose of other surviving provisions. This is a Massachusetts contract and shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction, except that any equity or equity-based awards granted to you shall be governed by and construed in accordance with the governing law provisions set forth in the agreements evidencing such awards. You and the Company agree to submit to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts in connection with any dispute arising out of this Agreement or your employment with the Company.

15. Notices. Any notices provided for in this Agreement shall be in writing and shall be effective when delivered in person or deposited in the United States mail, postage prepaid, and addressed to you at your last known address on the books of the Company or, in the case of the Company, to it at its principal place of business, attention of the Chair of the Board, or to such other address as either party may specify by notice to the other actually received.

---

16. No Mitigation or Offset. You shall not be required, as a condition of receiving any payments or benefits under this Agreement, to seek or obtain any other employment after termination of employment hereunder or to take any steps to reduce the amount of any payment or benefit described in this Agreement. Further, the amount of any payment or benefit provided in this Agreement shall not be reduced by any compensation earned by you as a result of any employment by another employer, subject to the covenants contained in Section 3 hereof.

17. Indemnification. To the maximum extent permitted under and in accordance with applicable law, the Company will indemnify you and hold you harmless (including advancement of legal fees) against all losses, claims, expenses or other liabilities arising by reason of the fact that you are or were an employee, officer, director, fiduciary or agent of the Company, its Affiliates or subsidiaries. In all events, you will be entitled to indemnification and advancement of costs to the extent permitted by the by-laws and charter of the Company as in effect from time to time.

18. D&O Insurance. You shall be entitled to coverage under the director’s and officer’s indemnification insurance policy maintained by the Company as in effect from time to time with respect to acts undertaken by you in connection with your employment by the Company in accordance with the terms of such insurance policy.

19. Other. Notwithstanding that Sections 1 through 18 of this Agreement will only take effect as a binding agreement between you and the Company as of the Start Date, if you are willing and able to commence employment with the Company on the Start Date and the Company refuses to employ you as President and Chief Executive Officer on the Start Date, the Company shall, within 10 business days of the Start Date, pay you an amount in cash equal to $6,500,000. If you inform the Company in writing that you do not wish to commence employment with the Company on the Start Date or otherwise refuse to commence employment with the Company as President and Chief Executive Officer on the Start Date on the terms specified in this Agreement, the Company shall have all rights and remedies available to it in law or equity.

---

If the foregoing is acceptable to you, please sign this letter in the space provided and return it to me no later than June 24, 2015. If you do accept as provided, except as provided in Section 19, this Agreement will take effect as a binding agreement between you and the Company as of the Start Date.

 

Sincerely yours,
Waters Corporation
By:		/s/ Thomas P. Salice
		Thomas P. Salice
		Lead Director
Accepted and Agreed:
/s/ Christopher J. O’Connell
Christopher J. O’Connell
Date:		June 24, 2015

---

EXHIBIT A

2015 Option Award

WATERS CORPORATION

2012 EQUITY INCENTIVE PLAN

2015 STOCK OPTION AGREEMENT

THIS AGREEMENT dated as of [            ], 2015 between Waters Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and Christopher J. O’Connell (the “Optionee”), an employee of Waters Corporation.

1. Grant of Option. Pursuant and subject to the Company’s 2012 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”), the Company grants to you, the Optionee, an option (the “Option”) to purchase from the Company all or any part of a total of [                ] shares (the “Optioned Shares”) of the common stock, par value $.01 per share, in the Company (the “Stock”), at a price of $[        ] per share, which is equal to the closing price of the Stock on the Grant Date. The Grant Date of this Option is [                    ].

2. Character of Option. This Option is not intended to be treated as an “incentive stock option” within the meaning of Section 422 of the Code.

3. Duration of Option. Subject to the following sentence, this Option shall expire at 5:00 p.m. ET on [            ]. However, if your employment or other association with the Company and its Affiliates ends before that date, this Option shall expire at 5:00 p.m. ET on the date specified in the preceding sentence or, if earlier, the date specified in whichever of the following applies:

(a) If the termination of your employment or other association is on account of your retirement, death or Disability (as such term is defined in the Letter Agreement between you and the Company dated as of June 23, 2015 (the “Letter Agreement”)), the day immediately preceding the first anniversary of the date your employment ends.

(b) If the termination of your employment or other association is due to a termination by the Company other than for Cause or a resignation by you for or without Good Reason (each as defined in the Letter Agreement), ninety days after your employment or other association ends.

(c) If the termination of your employment or other association is due to a termination by the Company for Cause, thirty days after your employment or other association ends.

---

4. Exercise of Option.

No portion of the Option is vested as of the date hereof. For the next five years, on each anniversary of the Grant Date, 20% of the Option granted hereunder will vest and such vested portion of the Option will be exercisable. However, during any period that this Option remains outstanding after your employment or other association with the Company and its Affiliates ends, you may exercise it only to the extent it was exercisable immediately prior to the end of your employment or other association.

The procedure for exercising this Option is described in Section 7.1(e) of the Plan. You may pay the exercise price due on exercise by (i) cash or check payable to the order of the Company in an amount equal to the exercise price of the shares to be purchased or, (ii) to the extent permitted by applicable law, through and under the terms and conditions of any formal cashless exercise program authorized by the Company.

5. Transfer of Option. The Option granted hereunder may be transferred or assigned by the Optionee to such Optionee’s family member in accordance with the provisions of Section 6.4 of the Plan.

6. Incorporation of Plan Terms. This Option is granted subject to all of the applicable terms and provisions of the Plan, including but not limited to the provision for acceleration of vesting of this Option set forth in Section 8 (Adjustment Provisions) and the limitations on the Company’s obligation to deliver Optioned Shares upon exercise set forth in Section 10 (Settlement of Awards); provided, however, that the provisions of Section 9(a) of the Plan shall not apply to this Option and the vesting of this Option shall only be accelerated in connection with a Change of Control to the extent provided by the terms of the Change of Control/Severance Agreement between you and the Company dated as of September 8, 2015.

7. Miscellaneous. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof and shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian, or other legal representative of you. Capitalized terms used but not defined herein shall have the meaning assigned under the Plan. This Agreement may be executed in one or more counterparts all of which together shall constitute but one instrument.

8. Tax Consequences. The Company makes no representation or warranty as to the tax treatment to you of your receipt or exercise of this Option or upon your sale or other disposition of the Optioned Shares. You should rely on your own tax advisors for such advice. Notwithstanding the foregoing, it is the intent of the Company and the Participant that this Award is intended to be exempt from the requirements of Section 409A of the Code, and the regulations issued and ruling promulgated thereunder, and this Award shall be interpreted consistent with that intent. In no event, however, shall the Company have any liability with respect to the foregoing, except if the same is the result of a negligent or improper act of the Company.

---

IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed instrument as of the date first above written.

 

---

EXHIBIT B

Sign-On RSU Award

WATERS CORPORATION

2012 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT

SIGN-ON AWARD AGREEMENT

THIS AGREEMENT dated as of [            ], 2015 between Waters Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and Christopher J. O’Connell (the “Participant”), an employee of Waters Corporation.

1. Grant of Award. Pursuant and subject to the Company’s 2012 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”), the Company grants to you, the Participant, an award (the “Award”) consisting of the right to receive a total of [                ] shares (the “Awarded Shares”) of the common stock, par value $.01 per share, in the Company (the “Stock”) on the terms and conditions set forth herein. The date of grant (the “Grant Date”) of this Award is [            ], 2015.

2. Vesting and Delivery of Shares. No portion of the Award is vested as of the date hereof. Subject to Section 3 below, for the next three years, on each anniversary of the date hereof, one-third of the Award granted hereunder will vest. Notwithstanding the foregoing, in the event of a termination of your employment due to your death or Disability (as such term is defined in the Letter Agreement between you and the Company dated as of June 23, 2015 (the “Letter Agreement”)), or a termination of your employment by the Company other than for Cause (as defined in the Letter Agreement) or resignation by you for Good Reason (as defined in the Letter Agreement), upon any such termination any then-unvested portion of the Award shall accelerate in full and become 100% vested. Vested Awarded Shares will be delivered to you as soon as practicable following vesting, but in any event no later than 2 ¹⁄₂ months following the calendar year in which such Awarded Shares became vested (or any earlier date, after vesting, required to avoid characterization as non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued and ruling promulgated thereunder (“Section 409A”)). In connection with the delivery of Awarded Shares, par value will be deemed paid for each Awarded Share by past services rendered by you.

3. Duration of Award and Termination of Employment. This Award will expire upon the earlier of (i) the delivery of all vested Awarded Shares granted pursuant to this Agreement or (ii) your termination of employment or other association with the Company and its Affiliates.

4. Transfer of Award. You may not transfer this Award except by will or the laws of descent and distribution.

---

5. Incorporation of Plan Terms. This Award is granted subject to all of the applicable terms and provisions of the Plan, including but not limited to the provision for acceleration of vesting of this Award set forth in Section 8 (Adjustment Provisions) and the limitations on the Company’s obligation to deliver Awarded Shares upon exercise set forth in Section 10 (Settlement of Awards); provided, however, that the provisions of Section 9(b) of the Plan shall not apply to this Award and the vesting of this Award shall only be accelerated in connection with a Change of Control to the extent provided by the terms of the Change of Control/Severance Agreement between you and the Company dated as of September 8, 2015.

6. Miscellaneous. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof and shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian, or other legal representative of you. Capitalized terms used but not defined herein shall have the meaning assigned under the Plan. This Agreement may be executed in one or more counterparts all of which together shall constitute but one instrument.

7. Tax Consequences. The Company makes no representation or warranty as to the tax treatment to you of your receipt or exercise of this Award or upon your sale or other disposition of the Awarded Shares. You should rely on your own tax advisors for such advice. Notwithstanding the foregoing, it is the intent of the Company and the Participant that this Award is intended to be exempt from the requirements of Section 409A, and this Award shall be interpreted consistent with that intent. In no event, however, shall the Company have any liability with respect to the foregoing, except if the same is the result of a negligent or improper act of the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed instrument as of the date first above written.

 

---

EXHIBIT C

Sign-On Option Award

WATERS CORPORATION

2012 EQUITY INCENTIVE PLAN

SIGN-ON STOCK OPTION AGREEMENT

THIS AGREEMENT dated as of [            ], 2015 between Waters Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and Christopher J. O’Connell (the “Optionee”), an employee of Waters Corporation.

1. Grant of Option. Pursuant and subject to the Company’s 2012 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”), the Company grants to you, the Optionee, an option (the “Option”) to purchase from the Company all or any part of a total of [                ] shares (the “Optioned Shares”) of the common stock, par value $.01 per share, in the Company (the “Stock”), at a price of $[        ] per share, which is equal to the closing price of the Stock on the Grant Date. The Grant Date of this Option is [                     ].

2. Character of Option. This Option is not intended to be treated as an “incentive stock option” within the meaning of Section 422 of the Code.

3. Duration of Option. Subject to the following sentence, this Option shall expire at 5:00 p.m. ET on [            ], 2015. However, if your employment or other association with the Company and its Affiliates ends before that date, this Option shall expire at 5:00 p.m. ET on the date specified in the preceding sentence or, if earlier, the date specified in whichever of the following applies:

(a) If the termination of your employment or other association is on account of your retirement, death or Disability (as such term is defined in the Letter Agreement between you and the Company dated as of June 23, 2015 (the “Letter Agreement”)), the day immediately preceding the first anniversary of the date your employment ends.

(b) If the termination of your employment or other association is due to a termination by the Company other than for Cause or a resignation by you for or without Good Reason (each as defined in the Letter Agreement), ninety days after your employment or other association ends.

(c) If the termination of your employment or other association is due to a termination by the Company for Cause, thirty days after your employment or other association ends.

4. Exercise of Option.

No portion of the Option is vested as of the date hereof. For the next five years, on each anniversary of the Grant Date, 20% of the Option granted hereunder will vest and such

---

vested portion of the Option will be exercisable. However, during any period that this Option remains outstanding after your employment or other association with the Company and its Affiliates ends, you may exercise it only to the extent it was exercisable immediately prior to the end of your employment or other association. Notwithstanding the foregoing, in the event of a termination of your employment due to your death, a termination of your employment due to your Disability, a termination of your employment by the Company other than for Cause or a resignation by you for Good Reason, upon such termination any then-unvested portion of the Option shall accelerate in full and become 100% vested.

The procedure for exercising this Option is described in Section 7.1(e) of the Plan. You may pay the exercise price due on exercise by (i) cash or check payable to the order of the Company in an amount equal to the exercise price of the shares to be purchased or, (ii) to the extent permitted by applicable law, through and under the terms and conditions of any formal cashless exercise program authorized by the Company.

5. Transfer of Option. The Option granted hereunder may be transferred or assigned by the Optionee to such Optionee’s family member in accordance with the provisions of Section 6.4 of the Plan.

6. Incorporation of Plan Terms. This Option is granted subject to all of the applicable terms and provisions of the Plan, including but not limited to the provision for acceleration of vesting of this Option set forth in Section 8 (Adjustment Provisions) and the limitations on the Company’s obligation to deliver Optioned Shares upon exercise set forth in Section 10 (Settlement of Awards): provided, however, that the provisions of Section 9(a) of the Plan shall not apply to this Option and the vesting of this Option shall only be accelerated in connection with a Change of Control to the extent provided by the terms of the Change of Control/Severance Agreement between you and the Company dated as of September 8, 2015.

7. Miscellaneous. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof and shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian, or other legal representative of you. Capitalized terms used but not defined herein shall have the meaning assigned under the Plan. This Agreement may be executed in one or more counterparts all of which together shall constitute but one instrument.

8. Tax Consequences. The Company makes no representation or warranty as to the tax treatment to you of your receipt or exercise of this Option or upon your sale or other disposition of the Optioned Shares. You should rely on your own tax advisors for such advice. Notwithstanding the foregoing, it is the intent of the Company and the Participant that this Award is intended to be exempt from the requirements of Section 409A of the Code, and the regulations issued and ruling promulgated thereunder, and this Award shall be interpreted consistent with that intent. In no event, however, shall the Company have any liability with respect to the foregoing, except if the same is the result of a negligent or improper act of the Company.

---

IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed instrument as of the date first above written.

 

---

EXHIBIT D

Form of Release

General Release and Waiver of Claims

For and in consideration of certain benefits to be provided to me under the [Employment Letter, dated as of June 23, 2015] [Change of Control/Severance Agreement, dated as of September 8, 2015] (the “Agreement”), between me and Waters Corporation (the “Company”), which are conditioned on my signing this General Release and Waiver of Claims (this “Release of Claims”), and to which I am not otherwise entitled, and other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, successors and assigns, and all others connected with or claiming through me, I hereby release and forever discharge the Company and its affiliates, and all of their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, successors and assigns, and all those connected with any of them, in their official and individual capacities (collectively, the “Released Parties”), from any and all causes of action, suits, rights and claims, demands, damages and compensation of any kind and nature whatsoever, whether at law or in equity, whether now known or unknown, suspected or unsuspected, contingent or otherwise, which I now have or ever have had against the Released Parties, or any of them, in any way related to, connected with or arising out of my employment and/or other relationship with the Company or any of its affiliates, or pursuant to Title VII of the Civil Rights Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), the Employee Retirement Income Security Act, the wage and hour, wage payment and fair employment practices laws of the state or states in which I have provided services to the Company (each as amended from time to time) and/or any other federal, state or local law, regulation, or other requirement (collectively, the “Claims”) through the date that I sign this Release of Claims, and I hereby waive all such Claims.

I understand that nothing contained in this Release of Claims shall be construed to prohibit me from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, provided, however, that I hereby agree to waive my right to recover monetary damages or other individual relief in any charge, complaint or lawsuit filed by me or by anyone else on my behalf. I further understand that nothing contained in this Release of Claims shall be construed to limit, restrict or in any other way affect my communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning non-privileged matters relevant to the governmental agency or entity.

I acknowledge that I will continue to be bound by my obligations under the Agreement that survive the termination of my employment by the terms thereof or by necessary implication, including without limitation my confidentiality, non-competition and non-solicitation obligations set forth therein (all of the foregoing obligations, the “Continuing Obligations”). I further

---

acknowledge that the obligation of the Company to make payments to me or on my behalf under Section [●] of this Agreement, and my right to retain the same, are expressly conditioned upon my continued full performance of my obligations hereunder and of the Continuing Obligations.

I understand that nothing contained in this Release of Claims will adversely affect my rights to enforce the terms of the Agreement, and shall not adversely affect my right to any indemnification, coverage under the Company’s director’s and officer’s liability insurance policy in accordance with its terms or right to reimbursement of expenses by the Company to which I would otherwise be entitled to under, without limitation, any charter document or Company insurance policy, by reason of services I rendered for the Company or any of its subsidiaries as an officer and/or an employee thereof.

Subject to the second paragraph of this Release of Claims, I agree that I will not disparage or criticize the Company, its affiliates, their business, their directors, management or their products or services. The Company agrees that no member of the Board of Directors of the Company or any executive officer of the Company will disparage or criticize you. Notwithstanding the foregoing, nothing contained in this paragraph shall preclude you or the Company (or its directors or executive officers) from making truthful statements that are required by applicable law, regulation or legal process. The provisions of this paragraph shall expire on the second (2^nd) anniversary of the termination of my employment.

I acknowledge that this Release of Claims creates legally binding obligations, and that the Company has advised me to consult an attorney before signing it. In signing this Release of Claims, I give the Company assurance that I have signed it voluntarily and with a full understanding of its terms; that I have had sufficient opportunity of not less than [twenty-one (21)/forty-five (45)]¹ days before signing this Release of Claims to consider its terms and to consult with an attorney, if I wished to do so, or to consult with any of the other persons described in the first sentence of the immediately preceding paragraph; and that I have not relied on any promises or representations, express or implied, that are not set forth expressly in this Release of Claims. I understand that I will have seven (7) days after signing this Release of Claims to revoke my signature, and that, if I intend to revoke my signature, I must do so in writing addressed and delivered to [            ] prior to the end of the seven (7)-day revocation period. I understand that this Release of Claims will become effective upon the eighth (8th) day following the date that I sign it, provided that I do not revoke my acceptance in accordance with the immediately preceding sentence.

[The remainder of this page is intentionally left blank.]

 

1	Consideration period to be determined by the Company at the time of separation.

---

Accepted and agreed:
Signature:
		Christopher J. O’Connell
Date:

Acknowledged by:
Waters Corporation
By:
		Name:
		Title:

Exhibit 10.2

CHANGE OF CONTROL/SEVERANCE AGREEMENT

This CHANGE OF CONTROL/SEVERANCE AGREEMENT (this “Agreement”), dated as of September 8, 2015, is made by and between Waters Corporation (together with all subsidiaries or affiliates hereinafter referred to as the “Company”) and Christopher J. O’Connell (the “Executive”).

WHEREAS, the Executive has been hired as the Chief Executive Officer of the Company and is expected to make major contributions to the Company; and

WHEREAS, the Company desires continuity of management; and

WHEREAS, the Executive is willing to render services to the Company subject to the conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive agree as follows:

1. Termination prior to a Change of Control. If, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive’s employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below), or the Executive resigns for Good Reason (as such term is defined in Section 2(e) below), the Company shall have paid to the Executive the Final Compensation (as such term is defined in the Employment Letter between the Executive and the Company dated as of June 23, 2015 (the “Employment Letter”)) and the Health Payment in accordance with the terms of the Employment Letter, and, subject to the Executive’s satisfaction of the Release Condition (as such term is defined in Section 3 below):

(a) Cash Payment. (i) Continue to pay to the Executive the Severance Payments (as defined in the Employment Letter) in accordance with the terms of the Employment Letter, and, (ii) upon a Change of Control, pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Change of Control, equal to the amount by which (A) the sum of (1) thirty-six (36) times his monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve (12) -month period prior to the termination of his employment) and (2) an amount equal to the amount payable pursuant to the immediately preceding clause (1) times the greater of (x) his target bonus percentage under the Company’s Management Incentive Plan or any successor plan for the year in which the termination of the Executive’s employment occurs or (y) his bonus percentage theretofore accrued thereunder for that year exceeds (B) the aggregate amount of the Severance Payments;

(b) Benefits. Upon a Change of Control, pay to the Executive a lump sum amount (reduced by any required withholding) within ten (10) business days following the Change of Control equal to the amount by which (A) the amount the Company would have paid in premiums under the life, accident, health and dental insurance plans of the Company in which the Executive and his dependents were participating immediately prior to the termination of his

---

employment for the thirty-six (36) -month period following the date of the Change of Control, with such lump sum amount payable pursuant to this Section 1(b) to be determined based on the premium rates in effect at the time of the termination of the Executive’s employment exceeds (B) the Health Payment;

(c) Equity Arrangements. In the event of a termination of employment described in this Section 1 and notwithstanding any contrary provisions of the 2012 Equity Incentive Plan (or any plans that may become the successors to such plan) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plan or otherwise, cause any outstanding equity awards that are unvested or unexercisable and held by the Executive on the date of such termination of employment to remain outstanding (but not beyond the original expiration dates of such awards and such awards shall not otherwise vest or become exercisable except as provided herein) and, subject to a Change of Control occurring within nine (9) months following such date of such termination, to vest or become exercisable upon such Change of Control. To the extent a Change of Control does not occur within such nine (9) - month period, all such equity awards shall terminate at the end of such period; and

(d) Qualified Plan Arrangements. On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters 401(k) Restoration Plan and the Waters Health Care Reimbursement Plan for Retirees (or any plans that may become the successors to such plans), as applicable, to become immediately vested (subject to applicable law).

(e) No Duplication of Benefits. In no event shall the Executive be entitled to duplication of severance amounts or benefits under this Agreement and the Employment Letter. Amounts that are paid under the terms of the Employment Letter and referenced herein shall not again be paid under this Agreement.

2. Termination Following a Change of Control. If, at any time during a period commencing with a Change of Control and ending eighteen (18) months after such Change of Control, the Company terminates the Executive’s employment for a reason other than Cause, death, or Disability or the Executive terminates employment with the Company for Good Reason, the Company shall pay to the Executive the Final Compensation (as such term is defined in the Employment Letter) in accordance with the terms of the Employment Letter, and, subject to the Executive’s satisfaction of the Release Condition (as such term is defined in Section 3 below):

(a) Cash Payment. Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Executive’s last date of employment, equal to the sum of (i) thirty-six (36) times his monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve (12) -month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times the greater of (X) his target bonus percentage under the Company’s Management Incentive Plan or any successor plan for the year in which the termination of the Executive’s employment occurs or (Y) his bonus percentage theretofore accrued thereunder for that year;

---

(b) Benefits. Pay to the Executive a lump sum amount (reduced by any required withholding) within ten (10) business days following the Executive’s last date of employment equal to the amount the Company would have paid in premiums under the life, accident, health and dental insurance plans of the Company in which the Executive and his dependents were participating immediately prior to the termination of his employment for the thirty-six (36) - month period following the date of the Change of Control, with such lump sum amount payable pursuant to this Section 2(b) to be determined based on the premium rates in effect at the time of the termination of the Executive’s employment;

(c) Equity Arrangements. In the event of a termination of employment described in this Section 2 and notwithstanding any contrary provisions of the 2012 Equity Incentive Plan (or any plans that may become the successors to such plan) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plan or otherwise, cause any outstanding equity awards that are unvested or unexercisable and held by the Executive on the date of such termination of employment to vest or become exercisable upon such termination. For the avoidance of doubt, the provisions of Section 9(a), (b) and (c) of the 2012 Equity Incentive Plan (or any similar provisions of any successor plan) shall not apply to Executive’s equity awards; and

(d) Qualified Plan Arrangements. Cause any unvested portion of any qualified and non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters 401(k) Restoration Plan and the Waters Health Care Reimbursement Plan for Retirees (or any plans that may become the successors to such plans), as applicable, to become immediately vested (subject to applicable law);

provided, however, that any amounts and benefits set forth in this Section 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employment. For the avoidance of doubt, upon a termination of employment that meets the conditions set forth in this Section 2 the Executive shall only be entitled to receive the payments and benefits under this Section 2 and shall not be entitled to receive any payments or benefits under the Employment Letter.

(e) Definition of Good Reason. For purposes of Section 2 above, “Good Reason” shall mean the occurrence (without the Executive’s express written consent) of one or more of the following events following a Change of Control, as the case may be:

(i) A material diminution in the Executive’s authority, duties, responsibilities or reporting lines from his authority, duties, responsibilities or reporting lines immediately prior to the Change of Control; or

(ii) A material reduction in the Executive’s base salary (other than that which results in a base salary reduction of no more than ten percent (10%) in the aggregate from the Executive’s highest base salary and is proportional to reductions of other senior executives) or target annual bonus opportunity; or

---

(iii) A material change in the Executive’s place of business (provided, however, that travel for business purposes consistent with past practices shall not be considered a change in the place of business for the purpose of this clause (iii)); or

(iv) A material breach by the Company of any agreement under which the Executive provides services to the Company, including without limitation Section 3(h) of this Agreement and any plan of incentive compensation;

provided, that the occurrence of any of the events listed in clauses (i) through (iv) shall not mean “Good Reason” (x) unless the Executive shall have given notice of the event to the Company within ninety (90) days after it first existed, (y) the Company shall have failed to remedy the condition within thirty (30) days after the notice, and (z) the Executive actually terminates employment within thirty (30) days after the expiration of the Company’s cure period.

3. General.

(a) Release. Notwithstanding any other provision of this Agreement to the contrary, benefits shall be payable under this Agreement only if the Executive enters into a release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, with such changes as may be necessary to comply with applicable law at the time of termination of the Executive’s employment, within a period of time not to exceed forty-five (45) days from the date of termination of the Executive’s employment and the Executive does not revoke such Release (the “Release Condition”). Except as otherwise provided in Section 3(i) of this Agreement, any payment under this Agreement to be made in a lump sum shall be paid as soon as administratively practicable following the date the Release becomes effective, but not later than the date that is sixty (60) days following the date the Executive’s employment terminates. Notwithstanding the foregoing, if the date the Executive’s employment terminates occurs in one taxable year and the date that is sixty (60) days following such termination date occurs in a second taxable year, to the extent required by Section 409A of the Internal Revenue Code, as amended (“Section 409A”), such lump sum payment shall not be made prior to the first day of the second taxable year. For the avoidance of doubt, if the Executive does not execute the Release within the period specified in this Section 3(a) or if the Executive revokes the executed Release within the time period permitted by law, the Executive will not be entitled to any payments or benefits (including the accelerated vesting of equity and equity-based awards) set forth in this Agreement, any equity and equity-based awards that vested on account of such termination as provided for in this Agreement shall be cancelled with no consideration due to the Executive, and neither the Company nor any of its affiliates will have any further obligations to the Executive under this Agreement or otherwise.

(b) Termination for Cause. In the event the Executive’s employment with the Company is terminated by the Company for Cause or Executive’s employment terminates due to death or Disability, or the Executive terminates his employment with the Company other than during the specific time periods set forth in Section 2 in accordance with the requirements of such Section or for any reason other than Good Reason, the Executive shall not be entitled to the severance benefits or other considerations described herein by virtue of this Agreement.

---

(c) Definition of Change of Control. For purposes of this Agreement, “Change of Control” means the occurrence of any of the following, provided such occurrence is also a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, in each case as those terms are defined in Treasury Regulation Section 1.409-3(i)(5), (i) the closing of a merger, consolidation, liquidation or reorganization of the Company into or with another company or other legal person, after which merger, consolidation, liquidation or reorganization the capital stock of the Company outstanding prior to consummation of the transaction is not converted into or exchanged for or does not represent more than 50% of the aggregate voting power of the surviving or resulting entity; (ii) the direct or indirect acquisition by any person (as the term “person” is used in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than 50% of the voting capital stock of the Company, in a single or series of related transactions; or (iii) the sale, exchange, or transfer of all or substantially all of the Company’s assets (other than a sale, exchange, or transfer to one or more entities where the stockholders of the Company immediately before such sale, exchange or transfer retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the entities to which the assets were transferred).

(d) Definition of Cause. For purposes of this Agreement, “Cause” shall mean: (i) the conviction of the Executive by a court of competent jurisdiction of, or the pleading of guilty or nolo contendere to, any felony or any crime involving moral turpitude; (ii) gross negligence, breach of fiduciary duty, breach of any non-competition, non-solicitation or developments agreement or covenant in favor of the Company or material breach of any confidentiality agreement or covenant in favor of the Company; (iii) the Executive shall have willfully and continually failed to substantially perform the Executive’s duties with the Company after a written demand for substantial performance is delivered by the Company, which demand specifically identifies the manner in which the Company believes that the Executive has not substantially performed the Executive’s duties pursuant to the disciplinary procedures of the Company, and such failure of substantial performance shall have continued for a period of thirty (30) days after such written demand; (iv) the Executive has been chronically absent from work (excluding vacations, illnesses or leaves of absences); (v) the commission by the Executive of an act of fraud, embezzlement or misappropriation against the Company; or (vi) the Executive shall have refused, after explicit notice, to obey any lawful resolution or direction by the Board which is consistent with his duties as an officer of the Company.

(e) Definition of Disability. For purposes of this Agreement, “Disability” means an independent medical doctor (selected by the Company’s health or disability insurer) has certified that the Executive has, for six (6) months consecutive or nonconsecutive in any twelve (12) - month period, been disabled in a manner that seriously interferes with his ability to perform his responsibilities as an employee of the Company. The Company shall only be permitted to terminate the Executive’s employment, or give the Executive notice to terminate his employment, due to Disability while the Executive is disabled. Any refusal by the Executive to submit to a medical examination for the purpose of certifying disability shall be deemed to constitute conclusive evidence of the Executive’s disability.

(f) No Mitigation or Offset. The Executive shall not be required, as a condition of receiving any payments or benefits under this Agreement, to seek or obtain any other

---

employment after termination of employment hereunder or to take any steps to reduce the amount of any payment or benefit described in this Agreement. Further, the amount of any payment or benefit provided in this Agreement shall not be reduced by any compensation earned by the Executive as a result of any employment by another employer.

(g) Timing of Payments and Section 409A.

(i) Notwithstanding anything to the contrary in this Agreement, if at the time the Executive’s employment terminates, the Executive is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) - month period or, if earlier, upon the Executive’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A.

(ii) For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i).

(iii) Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.

(iv) It is the intent of the parties hereto that the payments under this Agreement comply with (or be exempt from) Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event, however, shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A, except if the same is the result of a negligent or improper act of the Company.

(h) Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Company and any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) of the Company. The Company shall require any such successor to assume this Agreement expressly and to be bound by the provisions of this Agreement as if such successor were the Company and for purposes of this Agreement, any such successor of the Company shall be deemed to be the “Company” for all purposes.

(i) No Employment Agreement; Effect on Other Agreements. Nothing in this Agreement shall create any obligation on the part of the Company or any other person to

---

continue the employment of the Executive, and nothing herein shall affect the Executive’s obligations under any non-competition, confidentiality, option or similar agreement between the Company and the Executive currently in effect or which may be entered into in the future.

(j) Withholding. All payments required to be made by the Company hereunder to the Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it must withhold pursuant to any applicable law or regulation.

(k) Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled exclusively by single-arbitrator arbitration in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear the cost of its or his, respectively, own legal fees in connection with such dispute.

(l) Governing Law; Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, except that any equity or equity-based awards granted to the Executive shall be governed by and construed in accordance with the governing law provisions set forth in the agreements evidencing such awards. This Agreement constitutes the entire Agreement between the Executive and the Company concerning the subject matter hereof and supersedes any prior negotiations, understandings, or agreements concerning the subject matter hereof, whether oral or written, and may be amended or rescinded only upon the written consent of the Company and the Executive. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions of this Agreement and this Agreement shall be construed and reformed to the fullest extent possible. The Executive may not assign any of his rights or obligations under this Agreement; the rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

(m) Section 280G.

(i) If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive from the Company, or otherwise, contingent on an event covered by Section 280G(b)(2)(A)(i) of the Code (collectively, the “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this Section 3(m), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive shall be entitled to receive, whichever of the following that results in the greater amount payable to him on an after-tax basis: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”).

For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local

---

income and employment taxes and the Excise Tax. If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to Executive as determined in this paragraph, to the extent permitted by Section 409A. If more than one method of reduction will result in the same economic benefit, the portions of the Payment shall be reduced pro rata, to the extent permitted by Section 409A.

(ii) The Company shall engage an independent registered public accounting firm to make all determinations required to be made under this Section 3(m), and shall bear all reasonable expenses with respect thereto. The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to the Transaction Payments (whether or not by reason of payment to Executive of a Reduced Payment), it shall furnish the Company and Executive with detailed supporting calculations of its determination that no Excise Tax will be imposed with respect to the Transaction Payments. All good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and the Executive.

[Signature page follows.]

---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

 

WATERS CORPORATION
By:		/s/ Thomas P. Salice
		Thomas P. Salice
		Lead Director
THE EXECUTIVE
By:		/s/ Christopher J. O’Connell
		Christopher J. O’Connell

---

EXHIBIT A

FORM OF RELEASE

General Release and Waiver of Claims

For and in consideration of certain benefits to be provided to me under the [Employment Letter, dated as of June 23, 2015] [Change of Control/Severance Agreement, dated as of September 8, 2015] (the “Agreement”), between me and Waters Corporation (the “Company”), which are conditioned on my signing this General Release and Waiver of Claims (this “Release of Claims”), and to which I am not otherwise entitled, and other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, successors and assigns, and all others connected with or claiming through me, I hereby release and forever discharge the Company and its affiliates, and all of their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, successors and assigns, and all those connected with any of them, in their official and individual capacities (collectively, the “Released Parties”), from any and all causes of action, suits, rights and claims, demands, damages and compensation of any kind and nature whatsoever, whether at law or in equity, whether now known or unknown, suspected or unsuspected, contingent or otherwise, which I now have or ever have had against the Released Parties, or any of them, in any way related to, connected with or arising out of my employment and/or other relationship with the Company or any of its affiliates, or pursuant to Title VII of the Civil Rights Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), the Employee Retirement Income Security Act, the wage and hour, wage payment and fair employment practices laws of the state or states in which I have provided services to the Company (each as amended from time to time) and/or any other federal, state or local law, regulation, or other requirement (collectively, the “Claims”) through the date that I sign this Release of Claims, and I hereby waive all such Claims.

I understand that nothing contained in this Release of Claims shall be construed to prohibit me from filing a charge with or participating in any investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, provided, however, that I hereby agree to waive my right to recover monetary damages or other individual relief in any charge, complaint or lawsuit filed by me or by anyone else on my behalf. I further understand that nothing contained in this Release of Claims shall be construed to limit, restrict or in any other way affect my communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning non-privileged matters relevant to the governmental agency or entity.

I acknowledge that I will continue to be bound by my obligations under the Agreement that survive the termination of my employment by the terms thereof or by

---

necessary implication, including without limitation my confidentiality, non-competition and non-solicitation obligations set forth therein (all of the foregoing obligations, the “Continuing Obligations”). I further acknowledge that the obligation of the Company to make payments to me or on my behalf under Section [●] of this Agreement, and my right to retain the same, are expressly conditioned upon my continued full performance of my obligations hereunder and of the Continuing Obligations.

I understand that nothing contained in this Release of Claims will adversely affect my rights to enforce the terms of the Agreement, and shall not adversely affect my right to any indemnification, coverage under the Company’s director’s and officer’s liability insurance policy in accordance with its terms or right to reimbursement of expenses by the Company to which I would otherwise be entitled to under, without limitation, any charter document or Company insurance policy, by reason of services I rendered for the Company or any of its subsidiaries as an officer and/or an employee thereof.

Subject to the second paragraph of this Release of Claims, I agree that I will not disparage or criticize the Company, its affiliates, their business, their directors, management or their products or services. The Company agrees that no member of the Board of Directors of the Company or any executive officer of the Company will disparage or criticize you. Notwithstanding the foregoing, nothing contained in this paragraph shall preclude you or the Company (or its directors or executive officers) from making truthful statements that are required by applicable law, regulation or legal process. The provisions of this paragraph shall expire on the second (2^nd) anniversary of the termination of my employment.

I acknowledge that this Release of Claims creates legally binding obligations, and that the Company has advised me to consult an attorney before signing it. In signing this Release of Claims, I give the Company assurance that I have signed it voluntarily and with a full understanding of its terms; that I have had sufficient opportunity of not less than [twenty-one (21)/forty-five (45)]¹ days before signing this Release of Claims to consider its terms and to consult with an attorney, if I wished to do so, or to consult with any of the other persons described in the first sentence of the immediately preceding paragraph; and that I have not relied on any promises or representations, express or implied, that are not set forth expressly in this Release of Claims. I understand that I will have seven (7) days after signing this Release of Claims to revoke my signature, and that, if I intend to revoke my signature, I must do so in writing addressed and delivered to [            ] prior to the end of the seven (7)-day revocation period. I understand that this Release of Claims will become effective upon the eighth (8th) day following the date that I sign it, provided that I do not revoke my acceptance in accordance with the immediately preceding sentence.

[The remainder of this page is intentionally left blank]

 

1	Consideration period to be determined by the Company at the time of separation.

---

Accepted and agreed:
Signature:
		Christopher J. O’Connell
Date:

Acknowledged by:
Waters Corporation
By:
		Name:
		Title:

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas A. Berthiaume, certify that:

 

1.	I have reviewed this quarterly report on Form 10-Q of Waters Corporation;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 7, 2015						/s/ Douglas A. Berthiaume
						Douglas A. Berthiaume
						Chief Executive Officer

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Eugene G. Cassis, certify that:

 

1.	I have reviewed this quarterly report on Form 10-Q of Waters Corporation;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 7, 2015						/s/ Eugene G. Cassis
						Eugene G. Cassis
						Chief Financial Officer

Exhibit 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

The certification set forth below is hereby made solely for the purpose of satisfying the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 and may not be relied upon or used for any other purposes.

In connection with the Quarterly Report of Waters Corporation (the “Company”) on Form 10-Q for the period ended July 4, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas A. Berthiaume, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: August 7, 2015

 

Exhibit 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

The certification set forth below is hereby made solely for the purpose of satisfying the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 and may not be relied upon or used for any other purposes.

In connection with the Quarterly Report of Waters Corporation (the “Company”) on Form 10-Q for the period ended July 4, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eugene G. Cassis, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: August 7, 2015