WAT 10-K Annual Report Dec. 31, 2022 | Alphaminr

WAT 10-K Fiscal year ended Dec. 31, 2022

WATERS CORP /DE/
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TABLE OF CONTENTS
Part IItem 1: BusinessItem 1A: Risk FactorsItem 1B: Unresolved Staff CommentsItem 2: PropertiesItem 3: Legal ProceedingsItem 4: Mine Safety DisclosuresPart IIItem 5: Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6: ReservedItem 7: Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A: Quantitative and Qualitative Disclosures About Market RiskItem 8: Financial Statements and Supplementary DataItem 9: Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A: Controls and ProceduresItem 9B: Other InformationItem 9C: Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10: Directors, Executive Officers and Corporate GovernanceItem 11: Executive CompensationItem 12: Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13: Certain Relationships and Related Transactions and Director IndependenceItem 14: Principal Accountant Fees and ServicesPart IVItem 15: Exhibits, Financial Statement SchedulesItem 16: Form 10-k Summary

Exhibits

3.5 Amended and Restated Bylaws of Waters Corporation, dated as of October8, 2020 (Incorporated by reference to the Registrants Report on Form8-Kdated October8, 2020 (FileNo.001-14010)). 4.1 Description of Registrants Securities. (Incorporated by reference to Exhibit 4.1 of the Registrants Report on Form10-Kdated February24, 2021 (FileNo.001-14010)). 10.2 Amended and Restated Waters 401(k) Restoration Plan, effective January1, 2008. (Incorporated by reference to the Registrants Report on Form10-Qdated November2, 2007 (FileNo.001-14010)).* 10.3 Amended and Restated Waters Retirement Restoration Plan, effective January1, 2008 (Incorporated by reference to the Registrants Report on Form10-Qdated February27, 2009 (FileNo.001-14010)).* 10.4 Amended and Restated Waters Corporation 1996Non-EmployeeDirector Deferred Compensation Plan, Effective January1, 2008. (Incorporated by reference to the Registrants Report on Form10-Qdated February27, 2009 (FileNo.001-14010)).* 10.5 2014 Waters Corporation Management Incentive Plan. (Incorporated by reference to the Registrants Report on Form10-Qdated February27, 2015 (FileNo.001-14010)).* 10.6 Waters Corporation 2009 Employee Stock Purchase Plan (Incorporated by reference to the Registrants Report on FormS-8dated July10, 2009 (FileNo.333-160507)).* 10.7 Waters Corporation 2012 Equity Incentive Plan. (Incorporated by reference to the Registrants Report on FormS-8dated September5, 2012 (FileNo.333-183721)).* 10.8 Form of Waters 2012 Stock Option Agreement - Executive Officers (Incorporated by reference to the Registrants Report on Form8-Kdated December11, 2012 (FileNo.001-14010)).* 10.9 Form of Waters 2012 Stock Option Agreement - Directors (Incorporated by reference to the Registrants Report on Form8-Kdated December11, 2012 (FileNo.001-14010)).* 10.10 Form of Waters 2012 Restricted Stock Agreement - Directors (Incorporated by reference to the Registrants Report on Form8-Kdated December11, 2012 (FileNo.001-14010)).* 10.11 Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - Five Year Vesting. (Incorporated by reference to the Registrants Report on Form8-Kdated December 11, 2013 (FileNo.001-14010)).* 10.12 Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - One Year Vesting (Incorporated by reference to the Registrants Report on Form8-Kdated December11, 2013 (FileNo.001-14010)).* 10.13 Note Purchase Agreement, dated June30, 2014, between Waters Corporation and the purchases named therein (Incorporated by reference to the Registrants Report on Form10-Qdated August1, 2014 (FileNo.001-14010)). 10.14 First Amendment to the Note Purchase Agreement, dated as of June30, 2014 (Incorporated by reference to the Registrants Report on Form10-K/Adated March1, 2019 (FileNo.001-14010)). 10.15 Change of Control/Severance Agreement, dated as of April1, 2015, between Waters Corporation and Michael F. Silveira (Incorporated by reference to the Registrants Report on Form10-Qdated May8, 2015 (FileNo.001-14010)).* 10.16 Note Purchase Agreement, dated as of May12, 2016, between Waters Corporation and the purchasers named therein (Incorporated by reference to the Registrants Report on Form10-Qdated August5, 2016 (FileNo.001-14010)). 10.17 First Amendment to the Note Purchase Agreement, dated as of May12, 2016 (Incorporated by reference to the Registrants Report on Form10-K/Adated March1, 2019 (FileNo.001-14010)). 10.18 Form of Waters 2012 Performance Stock Unit Award Agreement (Incorporated by reference to the Registrants Report on Form8-Kdated December15, 2016 (FileNo.001-14010)).* 10.19 Form of Change of Control/Severance Agreement (Incorporated by reference to the Registrants Report on Form8-Kdated March27, 2017 (FileNo.001-14010)).* 10.20 Credit Agreement, dated as of November30, 2017, among Waters Corporation, JPMorgan Chase Bank, N.A., JP Morgan Europe Limited and other Lenders party thereto (Incorporated by reference to the Registrants Report on Form10-Kdated February27, 2018 (FileNo.001-14010)). 10.21 First Amendment to the Credit Agreement, dated as of November30, 2017, among Waters Corporation, JPMorgan Chase Bank, N.A., JP Morgan Europe Limited and other Lenders party thereto (Incorporated by reference to the Registrants Report on Form10-K/Adated March1, 2019 (FileNo.001-14010)). 10.22 Amendment and Restatement Agreement to the Credit Agreement, dated as of September17, 2021, by and among the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent (Incorporated by reference to the Registrants Report on Form8-Kdated September20, 2021 (FileNo.001-14010)). 10.23 Note Purchase Agreement, dated as of September12, 2019, between Waters Corporation and the purchasers named therein (Incorporated by reference to the Registrants Report on Form8-Kdated September16, 2019 (FileNo.001-14010)). 10.24 Form of Performance Stock Unit Award Agreement under the Waters Corporation 2012 Equity Incentive Plan. (Incorporated by reference to the Registrants Report on Form10-Kdated February25, 2020 (FileNo.001-14010)).* 10.25 President and Chief Executive Employment Agreement, dated July14, 2020, between Waters Corporation and Udit Batra (Incorporated by reference to the Registrants Report on Form10-Qdated July29, 2020 (FileNo.001-14010)).* 10.26 Change of Control/Severance Agreement, dated as of July14, 2020, between Waters Corporation and Udit Batra (Incorporated by reference to the Registrants Report on Form10-Qdated July29, 2020 (FileNo.001-14010)).* 10.27 Waters Corporation 2020 Equity Incentive Plan (Incorporated by reference to Exhibit 4.2 of the Registration Statement filed on FormS-8dated June8, 2020 (FileNo.333-239020)).* 10.28 Employee Form of Stock Option Award Agreement under the Waters Corporation 2020 Equity Incentive Plan (Incorporated by reference to the Registrants Report on Form10-Qdated July29, 2020 (FileNo.001-14010)).* 10.29 Director Form of Stock Option Award Agreement under the Waters Corporation 2020 Equity Incentive Plan. (Incorporated by reference to the Registrants Report on Form10-Qdated July29, 2020 (FileNo.001-14010)).* 10.30 Form of RSU Agreement under the Waters Corporation 2020 Equity Incentive Plan. (Incorporated by reference to the Registrants Report on Form10-Qdated July29, 2020 (FileNo.001-14010)).* 10.31 CEO Form of PSU Agreement under the Waters Corporation 2020 Equity Incentive Plan (Incorporated by reference to the Registrants Report on Form10-Qdated July29, 2020 (FileNo.001-14010)).* 10.32 Employee(Non-CEO)PSU Agreement under the Waters Corporation 2020 Equity Incentive Plan (Incorporated by reference to the Registrants Report on Form10-Qdated July29, 2020 (FileNo.001-14010)).* 10.33 Director Form of RSA Agreement under the Waters Corporation 2020 Equity Incentive Plan (Incorporated by reference to the Registrants Report on Form10-Qdated July29, 2020 (FileNo.001-14010)).* 10.34 Note Purchase Agreement, dated as of March2, 2021, by and among the Company and the purchasers signatory thereto, including the forms of notes (Incorporated by reference to the Registrants Report on Form8-Kdated March4, 2021 (FileNo.001-14010)). 10.35 Employment Offer Letter, dated April16, 2021, between Waters Corporation and Amol Chaubal (Incorporated by reference to the Registrants Report on Form10-Qdated May6, 2021 (FileNo.001-14010)).* 10.36 Change of Control and Severance Agreement, dated April16, 2021, between Waters Corporation and Amol Chaubal (Incorporated by reference to the Registrants Report on Form10-Qdated May6, 2021 (FileNo.001-14010)).* 10.37 Letter Agreement, dated April18, 2021, between Waters Corporation and Jonathan M. Pratt (Incorporated by reference to the Registrants Report on Form10-Qdated May6, 2021 (FileNo.001-14010)).* 21.1 Subsidiaries of Waters Corporation. 23.1 Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm. 31.1 Chief Executive Officer Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Chief Financial Officer Certification Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1 Chief Executive Officer Certification Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002.** 32.2 Chief Financial Officer Certification Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002.**