Waters Corporation

07/31/2024 | Press release | Distributed by Public on 07/31/2024 05:18

Quarterly Report for Quarter Ending June 29, 2024 (Form 10-Q)

10-Q

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q


☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 29, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ______.
Commission File Number:
01-14010
Waters Corporation
(Exact name of registrant as specified in its charter)
Delaware
13-3668640
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
34 Maple Street
Milford, Massachusetts01757
(Address, including zip code, of principal executive offices)
(
508) 478-2000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
WAT
New York Stock Exchange, Inc.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (
or
for such shorter period that the registrant was required to submit such files). Yes
 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", an
d
"emerging growth company" in
Rule 12b-2
of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated
filer 		☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2
of the Act). Yes ☐ No ☑
Indicate the number of shares outstanding of the registrant's common stock as of July 26, 2024: 59,361,927

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 June 29, 2024 and December 31, 2023

3

Consolidated Statements of Operations (unaudited) for the three months ended June 29, 2024 and July 1, 2023

4

Consolidated Statements of Operations (unaudited) for the six months ended June 29, 2024 and July 1, 2023

5

Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 29, 2024 and July 1, 2023

6

Consolidated Statements of Cash Flows (unaudited) for the six months ended June 29, 2024 and July 1, 2023

7

Consolidated Statements of Stockholders' Equity (unaudited) for the three months ended June 29, 2024 and July 1, 2023

8

Consolidated Statements of Stockholders' Equity (unaudited) for the six months ended June 29, 2024 and July 1, 2023

9

Condensed Notes to Consolidated Financial Statements (unaudited)

10

 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

25

 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

34

 Item 4.

Controls and Procedures

35

PART II

OTHER INFORMATION

 Item 1.

Legal Proceedings

35

 Item 1A.

Risk Factors

35

 Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

35

 Item 5.

Other Information

36

 Item 6.

Exhibits

37
Signature 38

Table of Contents


Item 1: Financial Statements
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
June 29, 2024
December 31, 2023
(In thousands, except per share data)
ASSETS
Current assets:
Cash and cash equivalents
$ 326,427 $ 395,076
Investments
934 898
Accounts receivable, net
610,088 702,168
Inventories
522,927 516,236
Other current assets
143,307 138,489
Total current assets
1,603,683 1,752,867
Property, plant and equipment, net
636,110 639,073
Intangible assets, net
596,398 629,187
Goodwill
1,297,796 1,305,446
Operating lease assets
81,124 84,591
Other assets
233,936 215,690
Total assets
$ 4,449,047 $ 4,626,854
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and debt
$ - $ 50,000
Accounts payable
78,436 84,705
Accrued employee compensation
56,037 69,391
Deferred revenue and customer advances
316,933 256,675
Current operating lease liabilities
26,367 27,825
Accrued income taxes
134,265 120,257
Accrued warranty
10,437 12,050
Other current liabilities
140,057 168,677
Total current liabilities
762,532 789,580
Long-term liabilities:
Long-term debt
2,006,009 2,305,513
Long-term portion of retirement benefits
48,582 47,559
Long-term income tax liabilities
17,587 137,123
Long-term operating lease liabilities
56,346 58,926
Other long-term liabilities
146,024 137,812
Total long-term liabilities
2,274,548 2,686,933
Total liabilities
3,037,080 3,476,513
Commitments and contingencies (Notes 6, 7 and 9)
Stockholders' equity:
Preferred stock, par value $0.01 per share, 5,000 shares authorized, none issued at June 29, 2024 and December 31, 2023
- -
Common stock, par value $0.01 per share, 400,000 shares authorized, 162,926 and 162,709 shares issued, 59,353 and 59,176 shares outstanding at June 29, 2024 and December 31, 2023, respectively
1,629 1,627
Additional
paid-in
capital
2,310,372 2,266,265
Retained earnings
9,395,754 9,150,821
Treasury stock, at cost,
103,573
and
103,533
shares at June 29, 2024 and December 31, 2023, respectively
(10,147,586 ) (10,134,252 )
Accumulated other comprehensive loss
(148,202 ) (134,120 )
Total stockholders' equity
1,411,967 1,150,341
Total liabilities and stockholders' equity
$ 4,449,047 $ 4,626,854
The accompanying notes are an integral part
of
the interim consolidated financial statements.
3
Table of Contents
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

Three Months Ended
June 29, 2024
July 1, 2023
(In thousands, except per share data)
Revenues:
Product sales
$ 435,144 $ 477,926
Service sales
273,385 262,650
Total net sales
708,529 740,576
Costs and operating expenses:
Cost of product sales
175,836 194,354
Cost of service sales
112,408 106,722
Selling and administrative expenses
173,247 186,953
Research and development expenses
46,182 45,873
Purchased intangibles amortization
11,744 6,815
Total costs and operating expenses
519,417 540,717
Operating income
189,112 199,859
Other expense, net
(302 ) (352 )
Interest expense
(23,726 ) (23,272 )
Interest income
4,328 4,040
Income before income taxes
169,412 180,275
Provision for income taxes
26,675 29,721
Net income
$ 142,737 $ 150,554
Net income per basic common share
$ 2.41 $ 2.56
Weighted-average number of basic common shares
59,339 58,857
Net income per diluted common share
$ 2.40 $ 2.55
Weighted-average number of diluted common shares and equivalents
59,451 59,010
The accompanying notes are an integral part of the interim consolidated financial statements.
4
Table of Contents
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Six Months Ended
June 29, 2024
July 1, 2023
(In thousands, except per share data)
Revenues:
Product sales
$ 811,295 $ 914,383
Service sales
534,073 510,867
Total net sales
1,345,368 1,425,250
Costs and operating expenses:
Cost of product sales
329,018 374,708
Cost of service sales
221,012 210,748
Selling and administrative expenses
347,783 368,909
Research and development expenses
90,777 88,564
Purchased intangibles amortization
23,578 8,294
Litigation provision
10,242 -
Total costs and operating expenses
1,022,410 1,051,223
Operating income
322,958 374,027
Other income, net
1,957 1,036
Interest expense
(49,246 ) (37,716 )
Interest income
8,599 8,101
Income before income taxes
284,268 345,448
Provision for income taxes
39,335 53,971
Net income
$ 244,933 $ 291,477
Net income per basic common share
$ 4.13 $ 4.97
Weighted-average number of basic common shares
59,287 58,703
Net income per diluted common share
$ 4.12 $ 4.95
Weighted-average number of diluted common shares and equivalents
59,445 58,909
The accompanying notes are an integral part of the interim consolidated financial statements.
5
Table of Contents
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)


Three Months Ended
Six Months Ended
June 29, 2024
July 1, 2023
June 29, 2024
July 1, 2023
(In thousands)
(In thousands)
Net income
$ 142,737 $ 150,554 $ 244,933 $ 291,477
Other comprehensive (loss) income:
Foreign currency translation
(6,675 ) 3,984 (16,215 ) 12,767
Unrealized gains on derivative instruments before reclassifications
829 - 3,234 -
Amounts reclassified to interest income
(277 ) - (574 ) -
Unrealized gains on derivative instruments before income taxes
552 - 2,660 -
Income tax expense
(132 ) - (638 ) -
Unrealized gains on derivative instruments, net of tax
420 - 2,022 -
Retirement liability adjustment before reclassifications
(181 ) 91 151 171
Amounts reclassified to other income, net
59 (84 ) (58 ) (167 )
Retirement liability adjustment before income taxes
(122 ) 7 93 4
Income tax benefit
58 5 18 1
Retirement liability adjustment, net of tax
(64 ) 12 111 5
Other comprehensive (loss) income
(6,319 ) 3,996 (14,082 ) 12,772
Comprehensive income
$ 136,418 $ 154,550 $ 230,851 $ 304,249
The accompanying notes are an integral part of the interim consolidated financial statements.
6
Table of Contents
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended
June 29, 2024
July 1, 2023
(In thousands)
Cash flows from operating activities:
Net income
$ 244,933 $ 291,477
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation
22,346 23,734
Deferred income taxes
3,958 (6,435 )
Depreciation
44,375 40,172
Amortization of intangibles
51,368 29,866
Change in operating assets and liabilities:
Decrease in accounts receivable
69,642 50,273
Increase in inventories
(16,709 ) (63,607 )
Increase in other current assets
(12,549 ) (19,044 )
Decrease in other assets
6,802 12
Decrease in accounts payable and other current liabilities
(31,206 ) (122,836 )
Increase in deferred revenue and customer advances
69,352 81,659
Decrease in other liabilities
(134,908 ) (90,402 )
Net cash provided by operating activities
317,404 214,869
Cash flows from investing activities:
Additions to property, plant, equipment and software capitalization
(64,759 ) (80,997 )
Business acquisitions, net of cash acquired
- (1,285,907 )
Investments in unaffiliated companies
(1,064 ) -
Purchases of investments
(1,855 ) (893 )
Maturities and sales of investments
1,819 877
Net cash used in investing activities
(65,859 ) (1,366,920 )
Cash flows from financing activities:
Proceeds from debt issuances
170,000 1,450,040
Payments on debt
(520,000 ) (395,040 )
Payments of debt issuance costs
- (218 )
Proceeds from stock plans
21,836 8,628
Purchases of treasury shares
(13,334 ) (69,741 )
Proceeds from derivative contracts
15,285 5,294
Net cash (used in) provided by financing activities
(326,213 ) 998,963
Effect of exchange rate changes on cash and cash equivalents
6,019 2,252
Decrease in cash and cash equivalents
(68,649 ) (150,836 )
Cash and cash equivalents at beginning of period
395,076 480,529
Cash and cash equivalents at end of period
$ 326,427 $ 329,693
The accompanying notes are an integral part of the interim consolidated financial statements.
7
Table of Contents
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited, in thousands)
Number
of
Common
Shares
Common
Stock
Additional
Paid-In

Capital
Retained
Earnings
Treasury

Stock
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
Balance April 1, 2023
162,550 $ 1,626 $ 2,214,963 $ 8,649,510 $ (10,133,480 ) $ (132,796 ) $ 599,823
Net income
-  -  -  150,554 -  -  150,554
Other comprehensive income
-  -  -  -  -  3,996 3,996
Issuance of common stock for employees:
Employee Stock Purchase Plan
13 -  3,933 -  -  -  3,933
Stock options exercised
11 - 2,316 -  -  -  2,316
Treasury stock
-  -  -  -  (236 ) -  (236 )
Stock-based compensation
2 - 10,843 -  -  -  10,843
Balance July 1, 2023
162,576 $ 1,626 $ 2,232,055 $ 8,800,064 $ (10,133,716 ) $ (128,800 ) $ 771,229
Number
of
Common
Shares
Common
Stock
Additional
Paid-In

Capital
Retained
Earnings
Treasury

Stock
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
Balance March 30, 2024
162,882 $ 1,629 $ 2,291,103 $ 9,253,017 $ (10,147,341 ) $ (141,883 ) $ 1,256,525
Net income
-  -  -  142,737 -  -  142,737
Other comprehensive loss
-  -  -  -  -  (6,319 ) (6,319 )
Issuance of common stock for employees:
Employee Stock Purchase Plan
10 -  2,794 -  -  -  2,794
Stock options exercised
32 - 5,060 -  -  -  5,060
Treasury stock
-  -  -  -  (245 ) -  (245 )
Stock-based compensation
2 - 11,415 -  -  -  11,415
Balance June 29, 2024
162,926 $ 1,629 $ 2,310,372 $ 9,395,754 $ (10,147,586 ) $ (148,202 ) $ 1,411,967
The accompanying notes are an integral part of the consolidated financial statements.
8
Table of Contents
WATERS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited, in thousands)
Number
of
Common
Shares
Common
Stock
Additional
Paid-In

Capital
Retained
Earnings
Treasury

Stock
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
Balance December 31, 2022
162,425 $ 1,624 $ 2,199,824 $ 8,508,587 $ (10,063,975 ) $ (141,572 ) $ 504,488
Net income
-  -  -  291,477 -  -  291,477
Other comprehensive income
-  -  -  -  -  12,772 12,772
Issuance of common stock for employees:
Employee Stock Purchase Plan
21 -  5,933 -  -  -  5,933
Stock options exercised
17 - 3,285 -  -  -  3,285
Treasury stock
-  -  -  -  (69,741 ) -  (69,741 )
Stock-based compensation
113 2 23,013 -  -  -  23,015
Balance July 1, 2023
162,576 $ 1,626 $ 2,232,055 $ 8,800,064 $ (10,133,716 ) $ (128,800 ) $ 771,229
Number
of
Common
Shares
Common
Stock
Additional
Paid-In

Capital
Retained
Earnings
Treasury

Stock
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
Balance December 31, 2023
162,709 $ 1,627 $ 2,266,265 $ 9,150,821 $ (10,134,252 ) $ (134,120 ) $ 1,150,341
Net income
-  -  -  244,933 -  -  244,933
Other comprehensive loss
-  -  -  -  -  (14,082 ) (14,082 )
Issuance of common stock for employees:
Employee Stock Purchase Plan
18 -  4,790 -  -  -  4,790
Stock options exercised
83 1 17,611 -  -  -  17,612
Treasury stock
-  -  -  -  (13,334 ) -  (13,334 )
Stock-based compensation
116 1 21,706 -  -  -  21,707
Balance June 29, 2024
162,926 $ 1,629 $ 2,310,372 $ 9,395,754 $ (10,147,586 ) $ (148,202 ) $ 1,411,967
The accompanying notes are an integral part of the consolidated financial statements.
9
Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1 Basis of Presentation and Summary of Significant Accounting Policies
Waters Corporation (the "Company," "we," "our," or "us"), a global leader in analytical instruments and software, has pioneered innovations in chromatography, mass spectrometry and thermal analysis serving life, materials and food sciences for more than 65 years. The Company primarily designs, manufactures, sells and services high-performance liquid chromatography ("HPLC"), ultra-performance liquid chromatography ("UPLC" and together with HPLC, referred to as "LC") and mass spectrometry ("MS") technology systems and support products, including chromatography columns, other consumable products and comprehensive post-warranty service plans. These systems are complementary products that are frequently employed together
("LC-MS")
and sold as integrated instrument systems using common software platforms. LC is a standard technique and is utilized in a broad range of industries to detect, identify, monitor and measure the chemical, physical and biological composition of materials, and to purify a full range of compounds. MS technology, principally in conjunction with chromatography, is employed in drug discovery and development, including clinical trial testing, the analysis of proteins in disease processes (known as "proteomics"), nutritional safety analysis and environmental testing.
LC-MS
instruments combine a liquid phase sample introduction and separation system with mass spectrometric compound identification and quantification. In addition, the Company designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments through its TA Instruments product line. These instruments are used in predicting the suitability and stability of fine chemicals, pharmaceuticals, water, polymers, metals and viscous liquids for various industrial, consumer goods and healthcare products, as well as for life science research. The Company is also a developer and supplier of advanced software-based products that interface with the Company's instruments, as well as other manufacturers' instruments.
On May 16, 2023, the Company completed the acquisition of Wyatt Technology, LLC and its three operating subsidiaries, Wyatt Technology Europe GmbH, Wyatt Technology France and Wyatt Technology UK Ltd. (collectively, "Wyatt"), for a total purchase price of $1.3 billion in cash. Wyatt is a pioneer in innovative light scattering and field-flow fractionation instruments, software, accessories and services. The acquisition expanded Waters' portfolio and increased exposure to large molecule applications. The Company financed this transaction with a combination of cash on its balance sheet and borrowings under its Credit Facility (as defined below). The Company's financial results for the three and six months ended June 29, 2024 include the financial results of Wyatt. The Company's financial results for the three and six months ended July 1, 2023 only include
one-and-a-half
months of the financial results of Wyatt as the closing of the acquisition occurred during the second quarter of 2023. In addition, the Company has completed the purchase price allocation for the Wyatt acquisition and there were no material changes as compared to the Company's preliminary purchase price allocation for the Wyatt acquisition.
The Company's interim fiscal quarter typically ends on the thirteenth Saturday of each quarter. Since the Company's fiscal year end is December 31, the first and fourth fiscal quarters may have more or less than thirteen complete weeks. The Company's second fiscal quarters for 2024 and 2023 ended on June 29, 2024 and July 1, 2023, respectively.
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions in Form
10-Q
and do not include all of the information and footnote disclosures required for annual financial statements prepared in accordance with generally accepted accounting principles ("U.S. GAAP") in the United States of America. The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All inter-company balances and transactions have been eliminated.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities at the dates of the financial statements. Actual amounts may differ from these estimates under different assumptions or conditions.
It is management's opinion that the accompanying interim consolidated financial statements reflect all adjustments (which are normal and recurring) that are necessary for a fair statement of the results for the interim periods. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company's Annual Report on Form
10-K
for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission ("SEC") on February 27, 2024.
10
Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Risks and Uncertainties
The Company is subject to risks common to companies in the analytical instrument industry, including, but not limited to, global economic and financial market conditions, fluctuations in foreign currency exchange rates, fluctuations in customer demand, development by its competitors of new technological innovations, costs of developing new technologies, levels of debt and debt service requirements, risk of disruption, dependence on key personnel, protection and litigation of proprietary technology, shifts in taxable income between tax jurisdictions and compliance with regulations of the U.S. Food and Drug Administration and similar foreign regulatory authorities and agencies.
Translation of Foreign Currencies
The functional currency of each of the Company's foreign operating subsidiaries is the local currency of its country of domicile, except for the Company's subsidiaries in Hong Kong, Singapore and the Cayman Islands, where the underlying transactional cash flows are denominated in currencies other than the respective local currency of domicile. The functional currency of the Hong Kong, Singapore and Cayman Islands subsidiaries is the U.S. dollar, based on the respective entity's cash flows.
For the Company's foreign operations, assets and liabilities are translated into U.S. dollars at exchange rates prevailing on the balance sheet date, while revenues and expenses are translated at average exchange rates prevailing during the respective period. Any resulting translation gains or losses are included in accumulated other comprehensive loss in the consolidated balance sheets.
Cash, Cash Equivalents and Investments
Cash equivalents represent highly liquid investments, with original maturities of 90 days or less, while investments with longer maturities are classified as investments. The Company maintains cash balances in various operating accounts in excess of federally insured limits, and in foreign subsidiary accounts in currencies other than the U.S. dollar. As of June 29, 2024 and December 31, 2023, $290 million out of $327 million and $321 million out of $396 million, respectively, of the Company's total cash, cash equivalents and investments were held by foreign subsidiaries. In addition, $228 million out of $327 million and $233 million out of $396 million of cash, cash equivalents and investments were held in currencies other than the U.S. dollar at June 29, 2024 and December 31, 2023, respectively.
Accounts Receivable and Allowance for Credit Losses
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company has very limited use of rebates and other cash considerations payable to customers and, as a result, the transaction price determination does not have any material variable consideration. The Company does not consider there to be significant concentrations of credit risk with respect to trade receivables due to the short-term nature of the balances, the Company having a large and diverse customer base, and the Company having a strong historical experience of collecting receivables with minimal defaults. As a result, credit risk is considered low across territories and trade receivables are considered to be a single class of financial asset. The allowance for credit losses is based on a number of factors and is calculated by applying a historical loss rate to trade receivable aging balances to estimate a general reserve balance along with an additional adjustment for any specific receivables with known or anticipated issues affecting the likelihood of recovery. Past due balances with a probability of default based on historical data as well as relevant available forward-looking information are included in the specific adjustment. The historical loss rate is reviewed on at least an annual basis and the allowance for credit losses is reviewed quarterly for any required adjustments. The Company does not have any
off-balance
sheet credit exposure related to its customers.
Trade receivables related to instrument sales are collateralized by the instrument that is sold. If there is a risk of default related to a receivable that is collateralized, then the fair value of the collateral is calculated and adjusted for the cost to
re-possess,
refurbish and
re-sell
the instrument. This adjusted fair value is compared to the receivable balance and the difference would be recorded as the expected credit loss.
11
Table of Contents
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)
The following is a summary of the activity of the Company's allowance for credit losses for the six months ended June 29, 2024 and July 1, 2023 (in thousands):
Balance at
Beginning of
Period
Additions
Deductions and
Other
Balance at End
of Period
Allowance for Credit Losses
June 29, 2024
$ 19,335 $ 1,691 $ (6,882 ) $ 14,144
July 1, 2023
$ 14,311 $ 3,075 $ (2,432 ) $ 14,954
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 June 29, 2024 and December 31, 2023. Fair values determined by Level 1 inputs utilize observable data, such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points for which there is little or no market data, which require the reporting entity to develop its own assumptions.
The following table represents the Company's assets and liabilities measured at fair value on a recurring basis at June 29, 2024 (in thousands):
Total at
June 29,
2024
Quoted Prices
in Active
Markets

for Identical
Assets

(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs

(Level 3)
Assets:
Time deposits
$ 934 $ -  $ 934 $ - 
Waters 401(k) Restoration Plan assets
30,158 30,158 -  - 
Foreign currency exchange contracts
128 -  128 - 
Interest rate cross-currency swap agreements
6,010 -  6,010 - 
Interest rate swap cash flow hedge
206 -  206 - 
Total
$ 37,436 $ 30,158 $ 7,278 $ -
Liabilities:
Foreign currency exchange contracts
$ 86 $ -  $ 86 $ - 
Interest rate cross-currency swap agreements
2,837 -  2,837 - 
Interest rate swap cash flow hedge
519 -  519 - 
Total
$ 3,442 $ - $ 3,442 $ -
12
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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)
The following table represents the Company's assets and liabilities measured at fair value on a recurring basis at December 31, 2023 (in thousands):

Total at
December 31,
2023
Quoted Prices

in Active
Markets
for Identical
Assets

(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs

(Level 3)
Assets:
Time deposits
$ 898 $ -  $ 898 $ - 
Waters 401(k) Restoration Plan assets
28,995 28,995 -  - 
Foreign currency exchange contracts
183 -  183 - 
Interest rate cross-currency swap agreements
4,835 -  4,835 - 
Total
$ 34,911 $ 28,995 $ 5,916 $ -
Liabilities:
Foreign currency exchange contracts
207 -  207 - 
Interest rate cross-currency swap agreements
13,384 -  13,384 - 
Interest rate swap cash flow hedge
2,974 -  2,974 - 
Total
$ 16,565 $ - $ 16,565 $ -
Fair Value of 401(k) Restoration Plan Assets
The 401(k) Restoration Plan is a nonqualified defined contribution plan and the assets were held in registered mutual funds and have been classified as Level 1. The fair values of the assets in the plan are determined through market and observable sources from daily quoted prices on nationally recognized securities exchanges.
Fair Value of Cash Equivalents, Investments, Foreign Currency Exchange Contracts, Interest Rate Cross-Currency Swap Agreements and Interest Rate Swap Cash Flow Hedges
The fair values of the Company's cash equivalents, investments, foreign currency exchange contracts, interest rate cross-currency swap agreements and interest rate swap cash flow hedges are determined through market and observable sources and have been classified as Level 2. These assets and liabilities have been initially valued at the transaction price and subsequently valued, typically utilizing third-party pricing services. The pricing services use many inputs to determine value, including reportable trades, benchmark yields, credit spreads, broker/dealer quotes, current spot rates and other industry and economic events. The Company validates the prices provided by third-party pricing services by reviewing their pricing methods and obtaining market values from other pricing sources.
Fair Value of Other Financial Instruments
The Company's accounts receivable and accounts payable are recorded at cost, which approximates fair value due to their short-term nature. The carrying value of the Company's variable interest rate debt approximates fair value due to the variable nature of the interest rate. The carrying value of the Company's fixed interest rate debt was $1.3 billion at both June 29, 2024 and December 31, 2023. The fair value of the Company's fixed interest rate debt was estimated using discounted cash flow models, based on estimated current rates offered for similar debt under current market conditions for the Company. The fair value of the Company's fixed interest rate debt was
estimated to be $1.1 billion and
$1.2
billion at June 29, 2024 and December 31, 2023, respectively, using Level 2 inputs.
Derivative Transactions
The Company is a global company that operates in over 35 countries and, as a result, the Company's net sales, cost of sales, operating expenses and balance sheet amounts are significantly impacted by fluctuations in foreign currency exchange rates. The Company is exposed to currency price risk on foreign currency exchange rate fluctuations when it translates its
non-U.S.
dollar foreign subsidiaries' financial statements into U.S. dollars and when any of the Company's subsidiaries purchase or sell products or services in a currency other than its own currency.
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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)
The Company's principal strategies in managing exposures to changes in foreign currency exchange rates are to (1) naturally hedge the foreign-currency-denominated liabilities on the Company's balance sheet against corresponding assets of the same currency, such that any changes in liabilities due to fluctuations in foreign currency exchange rates are typically offset by corresponding changes in assets and (2) mitigate foreign exchange risk exposure of international operations by hedging the variability in the movement of foreign currency exchange rates on a portion of its euro-denominated and
yen-denominated
net asset investments. The Company presents the derivative transactions in financing activities in the statement of cash flows.
Foreign Currency Exchange Contracts
The Company does not specifically enter into any derivatives that hedge foreign-currency-denominated operating assets, liabilities or commitments on its balance sheet, other than a portion of certain third-party accounts receivable and accounts payable, and the Company's net worldwide intercompany receivables and payables, which are eliminated in consolidation. The Company periodically aggregates its net worldwide balances by currency and then enters into foreign currency exchange contracts that mature within 90 days to hedge a portion of the remaining balance to minimize some of the Company's currency price risk exposure. The foreign currency exchange contracts are not designated for hedge accounting treatment. Principal hedged currencies include the euro, Japanese yen, British pound, Mexican peso and Brazilian real.
Cash Flow Hedges
The Company's Credit Facility is a variable borrowing and has interest payments based on a contractually specified interest rate index. The contractually specified index on the Credit Facility is the
3-month
Term SOFR. The variable rate interest payments create interest risk for the Company as interest payments will fluctuate based on changes in the contractually specified interest rate index over the life of the Credit Facility. In order to reduce interest rate risk, the Company enters into interest rate swaps that will effectively
lock-in
the forecasted interest payments on the variable rate borrowing over its term. The interest rate swaps represent cash flow hedges and are assessed for hedge effectiveness each reporting period. When the hedge relationship is highly effective at achieving offsetting changes in cash flows, the Company will record the entire change in fair value of the interest rate swaps in accumulated other comprehensive loss. The amount in accumulated other comprehensive loss is reclassified to income in the period that the underlying transaction impacts consolidated income. If it becomes probable that the forecasted transaction will not occur, the hedge relationship will be
de-designated
and amounts accumulated in other comprehensive loss will be reclassified to income in the current period. Interest settlements due to benchmark interest rate changes are recorded in interest income or interest expense. For the six months ended June 29, 2024, the Company did not have any cash flow hedges that were deemed ineffective.
Interest Rate Cross-Currency Swap Agreements
As of June 29, 2024, the Company had entered into interest rate cross-currency swap derivative agreements with durations up to three years with an aggregate notional value of $625 million to hedge the variability in the movement of foreign currency exchange rates on a portion of its euro-denominated and
yen-denominated
net asset investments. Under hedge accounting, the change in fair value of the derivative that relates to changes in the foreign currency spot rate are recorded in the currency translation adjustment in other comprehensive income and remain in accumulated other comprehensive loss in stockholders' equity until the sale or substantial liquidation of the foreign operation. The difference between the interest rate received and paid under the interest rate cross-currency swap derivative agreement is recorded in interest income in the statement of operations.
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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)
The Company's foreign currency exchange contracts, interest rate cross-currency swap agreements and interest rate swap agreements designated as cash flow hedges are included in the consolidated balance sheets are classified as follows (in thousands):

June 29, 2024
December 31, 2023
Notional

Value
Fair Value
Notional

Value
Fair Value
Foreign currency exchange contracts:
Other current assets
$ 16,000 $
128
$ 24,155 $ 183
Other current liabilities
$ 24,428 $ 86 $ 16,000 $ 207
Interest rate cross-currency swap agreements:
Other assets
$ 405,000 $ 6,010 $ 220,000 $ 4,835
Other liabilities
$ 220,000 $ 2,837 $ 405,000 $ 13,384
Accumulated other comprehensive income (loss)
$ 13,589 $ (7,975 )
Interest rate swap cash flow hedges:
Other assets
$ 50,000 $ 206 $ -  $ - 
Other liabilities
$ 50,000 $ 519 $ 100,000 $ 2,974
Accumulated other comprehensive loss
$ (314 ) $ (2,974 )
The following is a summary of the activity included in the consolidated statements of operations and statements of comprehensive income related to the foreign currency exchange contracts, interest rate cross-currency swap agreements and interest rate swap agreements designated as cash flow hedges (in thousands):
Financial
Three Months Ended
Six Months Ended
Statement

Classification
June 29,
2024
July 1, 2023
June 29,
2024
July 1, 2023
Foreign currency exchange contracts:
Realized gains on closed contracts
Cost of sales
$ 794 $ 675 $ 1,051 $ 705
Unrealized gains (losses) on open contracts
Cost of sales
117 (213 ) 66 (291 )
Cumulative net
pre-tax
gains
Cost of sales
$ 911 $ 462 $ 1,117 $ 414
Interest rate cross-currency swap agreements:
Interest earned
Interest income
$ 2,590 $ 2,673 $ 5,127 $ 5,328
Unrealized gains (losses) on open contracts
Other comprehensive
 income 		$ 6,647 $ (1,400 ) $ 21,564 $ (8,656 )
Interest rate swap cash flow hedges:
Interest earned
Interest income
$ 278 $ -  $ 574 $ - 
Unrealized gains (losses) on open contracts
Other comprehensive
 income 		$ 551 $ -  $ 2,660 $ - 
Stockholders' Equity
In December 2023, the Company's Board of Directors authorized the extension of its existing share repurchase program through January 21, 2025. The Company's remaining authorization is $
1.0
billion. During the six months ended July 1, 2023, the Company repurchased 0.2 million shares of the Company's outstanding common stock at a
cost of $
58
million under the Company's share repurchase program. The Company did not make any open market share repurchases in 2024. In addition, the Company repurchased $
13
million and $
11
million of common stock related to the vesting of restricted stock units during the six months ended June 29, 2024 and July 1, 2023, respectively.
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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)
Product Warranty Costs
The Company accrues estimated product warranty costs at the time of sale, which are included in cost of sales in the consolidated statements of operations. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, the Company's warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. The amount of the accrued warranty liability is based on historical information, such as past experience, product failure rates, number of units repaired and estimated costs of material and labor. The liability is reviewed for reasonableness at least quarterly.
The following is a summary of the activity of the Company's accrued warranty liability for the six months ended June 29, 2024 and July 1, 2023 (in thousands):
Balance at

Beginning

of Period
Accruals for

Warranties
Settlements

Made
Balance at

End of

Period
Accrued warranty liability:
June 29, 2024
$ 12,050 $ 1,880 $ (3,493 ) $ 10,437
July 1, 2023
$ 11,949 $ 3,983 $ (3,523 ) $ 12,409
Restructuring
In March 2024, the Company had a reduction in workforce that impacted approximately 2%
of the Company's employees, primarily in China, where there had been a significant decline in sales as a result of lower customer demand, which resulted in the Company incurring approximately
$8
million of severance-related costs. During the six months ended June 29, 2024, the Company paid
$11
million of severance-related costs in connection with the workforce reductions that occurred in March 2024 and July 2023, with the majority of the remaining costs to be paid in the second half of 2024. The accrued restructuring expense was approximately
$4 million at June 29, 2024 and $8
million at December 31, 2023 and included in other current liabilities on the consolidated balance sheets.
Subsequent Event
On July 12, 2024 the Company entered into a private Master Note Facility Agreement (the "Shelf Agreement") pursuant to which the Company may, at its option, authorize the issuance and sale of senior promissory notes (the "Shelf Notes") up to an aggregate principal amount of
$200
million. The purchase of any Shelf Notes is in the sole discretion of NYL Investors LLC. Any Shelf Notes sold or issued pursuant to the Shelf Agreement will mature no more than
15
years after the issuance date and will bear interest on the unpaid balance from the issuance date at the rates specified in the Shelf Agreement. As of July 31, 2024 the Company has
not
issued any Shelf Notes under the Shelf Agreement.
2 Revenue Recognition
The Company's deferred revenue liabilities in the consolidated balance sheets consist of the obligation on instrument service contracts and customer payments received in advance, prior to transfer of control of the instrument. The Company records deferred revenue primarily related to its service contracts, where consideration is billable at the beginning of the service period.
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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)
The following is a summary of the activity of the Company's deferred revenue and customer advances for the six months ended June 29, 2024 and July 1, 2023 (in thousands):
June 29, 2024
July 1, 2023
Balance at the beginning of the period
$ 323,516 $ 285,175
Recognition of revenue included in balance at beginning of the period
(192,050 ) (176,508 )
Revenue deferred during the period, net of revenue recognized
251,599 284,863
Balance at the end of the period
$ 383,065 $ 393,530
The Company classified $
66
million and $
67
million of deferred revenue and customer advances in other long-term liabilities at June 29, 2024 and December 31, 2023, respectively.
The amount of deferred revenue and customer advances equals the transaction price allocated to unfulfilled performance obligations for the period presented. Such amounts are expected to be recognized in the future as follows (in thousands):
June 29, 2024
Deferred revenue and customer advances expected to be recognized in:
One year or less
$ 316,933
13-24
months
41,395
25 months and beyond
24,737
Total
$ 383,065
3 Marketable Securities
The Company's marketable securities within cash equivalents and investments included in the consolidated balance sheets consist of time deposits that mature in one year or less with an amortized cost and a fair value of $0.9 million at both June 29, 2024 and December 31, 2023.
4 Inventories
Inventories are classified as follows (in thousands):
June 29, 2024
December 31, 2023
Raw materials
$ 236,091 $ 233,952
Work in progress
24,976 20,198
Finished goods
261,860 262,086
Total inventories
$ 522,927 $ 516,236
5 Goodwill and Other Intangibles
The carrying amount of goodwill was $1.3 billion at both June 29, 2024 and December 31, 2023.
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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)
The Company's intangible assets included in the consolidated balance sheets are detailed as follows (dollars in thousands):
June 29, 2024
December 31,
2023
Gross
Carrying
Amount
Accumulated
Amortization
Weighted-
Average
Amortization
Period
Gross
Carrying
Amount
Accumulated
Amortization
Weighted-
Average
Amortization
Period
Capitalized software
$ 657,175 $ 499,290 5 years $ 660,273 $ 495,317 5 years
Purchased intangibles
611,721 218,781 10 years 614,357 197,154 10 years
Trademarks
9,680 -     - 9,680 -     -
Licenses
14,665 9,029 7 years 14,798 8,429 7 years
Patents and other intangibles
114,537 84,280 8 years 111,962 80,983 8 years
Total
$ 1,407,778 $ 811,380 7 years $ 1,411,070 $ 781,883 7 years
The Company capitalized intangible assets in the amounts of $10 million and $431 million in the three months ended June 29, 2024 and July 1, 2023, respectively, and $20 million and $445
million in the six months ended June 29, 2024 and July 1, 2023, respectively. The increases in intangible assets in the three and six months ended July 1, 2023 were a result of the Wyatt acquisition.

The gross carrying value of intangible assets and accumulated amortization for intangible assets decreased by $
23
million and $
22
million, respectively, in the six months ended June 29, 2024 due to the effects of foreign currency translation.
Amortization expense for intangible assets was $
25
million and $
18
million for the three months ended June 29, 2024 and July 1, 2023. Amortization expense for intangible assets was $
51
million and $
30
million for the six months ended June 29, 2024 and July 1, 2023, respectively. Amortization expense for intangible assets is estimated to be $
105
million per year for each of the next five years.
6 Debt
The Company has a five-year, $2.0 billion revolving credit facility (the "Credit Facility") that matures in September 2026. As of June 29, 2024 and December 31, 2023, the Credit Facility had a total of $0.8 billion and $1.1 billion outstanding, respectively.
The interest rates applicable under the Credit Facility are, at the Company's option, equal to either the alternate base rate (which is a rate per annum equal to the greatest of (1) the prime rate in effect on such day, (2) the Federal Reserve Bank of New York Rate on such day plus
1
⁄
2
of 1% per annum and (3) the adjusted Term SOFR rate for a
one-month
interest period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day), plus 1% annum) or the applicable 1, 3 or 6 month adjusted Term SOFR or EURIBO rate for euro-denominated loans, in each case, plus an interest rate margin based upon the Company's leverage ratio, which can range between 0 and 12.5 basis points for alternate base rate loans and between 80 and 112.5 basis points for Term SOFR or EURIBO rate loans. The facility fee on the Credit Facility ranges between 7.5 and 25 basis points per annum, based on the leverage ratio, of the amount of the revolving facility commitments and the outstanding term loan. The Credit Facility requires that the Company comply with an interest coverage ratio test of not less than 3.50:1 as of the end of any fiscal quarter for any period of four consecutive fiscal quarters and a leverage ratio test of not more than 3.50:1 as of the end of any fiscal quarter. In addition, the Credit Facility includes negative covenants, affirmative covenants, representations and warranties and events of default that are customary for investment grade credit facilities.
As of both June 29, 2024 and December 31, 2023, the Company had a total of $1.3
billion of outstanding senior unsecured notes. Interest on the fixed rate senior unsecured notes is payable semi-annually each year. Interest on the floating rate senior unsecured notes is payable quarterly. The Company may prepay all or some of the senior unsecured notes at any time in an amount not less than 10% of the aggregate principal amount outstanding. In the event of a

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)
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 June 29, 2024 and December 31, 2023 (in thousands):

June 29, 2024
December 31, 2023
Senior unsecured notes - Series G - 3.92%, due June 2024
- 50,000
Total notes payable and debt, current
- 50,000
Senior unsecured notes - Series K - 3.44%, due May 2026
160,000 160,000
Senior unsecured notes - Series L - 3.31%, due September
2026
200,000 200,000
Senior unsecured notes - Series M - 3.53%, due September
2029
300,000 300,000
Senior unsecured notes - Series N - 1.68%, due March 2026
100,000 100,000
Senior unsecured notes - Series O - 2.25%, due March 2031
400,000 400,000
Senior unsecured notes - Series P - 4.91%, due May 2028
50,000 50,000
Senior unsecured notes - Series Q - 4.91%, due May 2030
50,000 50,000
Credit agreement
750,000 1,050,000
Unamortized debt issuance costs
(3,991 ) (4,487 )
Total long-term debt
2,006,009 2,305,513
Total debt
$ 2,006,009 $ 2,355,513
As of June 29, 2024 and December 31, 2023, the Company had a total amount available to borrow under the Credit Facility of $1.2 billion and $0.9 billion, respectively, after outstanding letters of credit. The weighted-average interest rates applicable to the senior unsecured notes and credit agreement borrowings collectively were 4.44% and 4.69% at June 29, 2024 and December 31, 2023, respectively. As of June 29, 2024, the Company was in compliance with all debt covenants.
The Company and its foreign subsidiaries also had available short-term lines of credit totaling $111 million and $114 million at June 29, 2024 and December 31, 2023, respectively, for the purpose of short-term borrowing and issuance of commercial guarantees. None of the Company's foreign subsidiaries had outstanding short-term borrowings as of June 29, 2024 or December 31, 2023.
7 Income Taxes
The four principal jurisdictions in which the Company manufactures are the U.S., Ireland, the U.K. and Singapore, where the statutory tax rates were 21%, 12.5%, 25% and 17%, respectively, as of June 29, 2024. The Company has a Development and Expansion Incentive in Singapore that provides a concessionary income tax rate of 5% on certain types of income for the period April 1, 2021 through March 31, 2026. The effect of applying the concessionary income tax rate rather than the statutory tax rate to income arising from qualifying activities in Singapore increased the Company's net income for the six months ended June 29, 2024 and July 1, 2023 by $5 million and $7 million, respectively, and increased the Company's net income per diluted share by $0.09 and $0.11, respectively.
The Company's effective tax rate for the three months ended June 29, 2024 and July 1, 2023 was 15.7% and 16.5%,
respectively. The decrease between the effective tax rates can be primarily attributed to a higher tax benefit related to stock-based compensation in the three months ended June 29, 2024, with the remaining difference due to the proportionate amounts of pre-tax income recognized in jurisdictions with different effective tax rates.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)
The Company's effective tax rate for the six months ended June 29, 2024 and July 1, 2023 was 13.8% and 15.6%, respectively. The decrease between the effective tax rates can primarily be attributed to a higher tax benefit related to stock-based compensation in 2024, the impact of discrete tax benefits in the current year and differences in the proportionate amounts of
pre-tax
income recognized in jurisdictions with different effective tax rates.
The Company accounts for its uncertain tax return positions in accordance with the accounting standards for income taxes, which require financial statement reporting of the expected future tax consequences of uncertain tax reporting positions on the presumption that all concerned tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances, but prohibit any discounting of unrecognized tax benefits associated with those reporting positions for the time value of money. The Company continues to classify interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes.
The Company's gross unrecognized tax benefits, excluding interest and penalties, at June 29, 2024 and July 1, 2023 were $15 million and $30 million, respectively. With limited exceptions, the Company is no longer subject to tax audit examinations in significant jurisdictions for the years ended on or before December 31, 2018. The Company continuously monitors the lapsing of statutes of limitations on potential tax assessments for related changes in the measurement of unrecognized tax benefits, related net interest and penalties, and deferred tax assets and liabilities.
Effective in 2024, various foreign jurisdictions began implementing aspects of the guidance issued by the Organization for
Economic Co-operation and
Development related to the new Pillar Two system of global minimum tax rules. These changes in tax law did not have a material impact on the Company's financial position, results of operations and cash flows for the three and six months ended June 29, 2024. The Company continues to monitor the adoption of the Pillar Two rules in additional jurisdictions.
8 Litigation
From time to time, the Company and its subsidiaries are involved in various litigation matters arising in the ordinary course of business. The Company believes it has meritorious arguments in its current litigation matters and believes any outcome, either individually or in the aggregate, will not be material to the Company's financial position, results of operations or cash flows. During the six months ended June 29, 2024, the Company recorded and paid
$10
million of patent litigation settlement and related costs.
9 Other Commitments and Contingencies
The Company licenses certain technology and software from third parties in the course of ordinary business. Future minimum license fees payable under existing license agreements as of June 29, 2024 are immaterial for the years ended December 31, 2024 and thereafter.
The Company enters into standard indemnification agreements in its ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners or customers, in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to its current products, as well as claims relating to property damage or personal injury resulting from the performance of services by the Company or its subcontractors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Historically, the Company's costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and management accordingly believes the estimated fair value of these agreements is immaterial.
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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)
10 Earnings Per Share
Basic and diluted EPS calculations are detailed as follows (in thousands, except per share data): 

Three Months Ended June 29, 2024
Net Income
Weighted-
Average Shares
Per Share
(Numerator)
(Denominator)
Amount
Net income per basic common share
$ 142,737 59,339 $ 2.41
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities
-  112 (0.01 )
Net income per diluted common share
$ 142,737 59,451 $ 2.40
Three Months Ended July 1, 2023
Net Income
Weighted-
Average Shares
Per Share
(Numerator)
(Denominator)
Amount
Net income per basic common share
$ 150,554 58,857 $ 2.56
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities
-  153 (0.01 )
Net income per diluted common share
$ 150,554 59,010 $ 2.55


Six Months Ended June 29, 2024
Net Income
Weighted-
Average Shares
Per Share
(Numerator)
(Denominator)
Amount
Net income per basic common share
$ 244,933 59,287 $ 4.13
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities
-  158 (0.01 )
Net income per diluted common share
$ 244,933 59,445 $ 4.12
Six Months Ended July 1, 2023
Net Income
Weighted-
Average Shares
Per Share
(Numerator)
(Denominator)
Amount
Net income per basic common share
$ 291,477 58,703 $ 4.97
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities
-  206 (0.02 )
Net income per diluted common share
$ 291,477 58,909 $ 4.95
The Company had 270 thousand and 128 thousand stock options that were antidilutive due to having higher exercise prices than the Company's average stock price during the three and six months ended June 29, 2024, respectively. For the three and six months ended July 1, 2023, the Company had 362 thousand and 260 thousand stock options that were antidilutive, respectively. These securities were not included in the computation of diluted EPS. The effect of dilutive securities was calculated using the treasury stock method.
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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)
11 Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss are detailed as follows (in thousands):
Currency
Translation
Unrealized
Loss on
Retirement
Plans
Unrealized
Loss on
Derivative
Instruments
Accumulated
Other
Comprehensive
Loss
Balance at December 31, 2023
$ (128,359 ) $ (3,501 ) $ (2,260 ) $ (134,120 )
Other comprehensive income (loss), net of tax
(16,215 ) 111 2,022 (14,082 )
Balance at June 29, 2024
$ (144,574 ) $ (3,390 ) $ (238 ) $ (148,202 )
12 Business Segment Information
The Company's business activities, for which discrete financial information is available, are regularly reviewed and evaluated by the chief operating decision maker. As a result of this evaluation, the Company determined that it has two operating segments: Waters
TM
and TA
TM
.
The Waters operating segment is primarily in the business of designing, manufacturing, selling and servicing LC and MS instruments, columns and other precision chemistry consumables that can be integrated and used along with other analytical instruments. Operations of the Wyatt business are part of the Waters operating segment. The TA operating segment is primarily in the business of designing, manufacturing, selling and servicing thermal analysis, rheometry and calorimetry instruments. The Company's two operating segments have similar economic characteristics; product processes; products and services; types and classes of customers; methods of distribution; and regulatory environments. Because of these similarities, the two segments have been aggregated into one reporting segment for financial statement purposes.
Net sales for the Company's products and services are as follows for the three and six months ended June 29, 2024 and July 1, 2023 (in thousands):
Three Months Ended
Six Months Ended
June 29, 2024
July 1, 2023
June 29, 2024
July 1, 2023
Product net sales:
Waters instrument systems
$ 235,228 $ 279,940 $ 426,487 $ 524,151
Chemistry consumables
141,085 135,919 275,292 269,434
TA instrument systems
58,831 62,067 109,516 120,798
Total product sales
435,144 477,926 811,295 914,383
Service net sales:
Waters service
246,248 237,376 482,681 461,725
TA service
27,137 25,274 51,392 49,142
Total service sales
273,385 262,650 534,073 510,867
Total net sales
$ 708,529 $ 740,576 $ 1,345,368 $ 1,425,250
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Net sales are attributable to geographic areas based on the region of destination. Geographic sales information is presented below for the three and six months ended June 29, 2024 and July 1, 2023 (in thousands):
Three Months Ended
Six Months Ended
June 29, 2024
July 1, 2023
June 29, 2024
July 1, 2023
Net Sales:
Asia:
China
$ 100,105 $ 114,981 $ 185,850 $ 231,046
Japan
33,352 37,380 68,899 83,874
Asia Other
103,974 102,262 190,241 192,784
Total Asia
237,431 254,623 444,990 507,704
Americas:
United States
231,931 238,955 434,770 441,260
Americas Other
42,537 43,972 80,869 88,088
Total Americas
274,468 282,927 515,639 529,348
Europe
196,630 203,026 384,739 388,198
Total net sales
$ 708,529 $ 740,576 $ 1,345,368 $ 1,425,250
Net sales by customer class are as follows for the three and six months ended June 29, 2024 and July 1, 2023 (in thousands):
Three Months Ended
Six Months Ended
June 29, 2024
July 1, 2023
June 29, 2024
July 1, 2023
Pharmaceutical
$ 415,747 $ 426,744 $ 789,954 $ 811,642
Industrial
221,385 229,655 416,719 439,305
Academic and government
71,397 84,177 138,695 174,303
Total net sales
$ 708,529 $ 740,576 $ 1,345,368 $ 1,425,250
Net sales for the Company recognized at a point in time versus over time are as follows for the three and six months ended June 29, 2024 and July 1, 2023 (in thousands):
Three Months Ended
Six Months Ended
June 29, 2024
July 1, 2023
June 29, 2024
July 1, 2023
Net sales recognized at a point in time:
Instrument systems
$ 294,059 $ 342,007 $ 536,003 $ 644,949
Chemistry consumables
141,085 135,919 275,292 269,434
Service sales recognized at a point in time (time & materials)
92,075 92,711 175,400 180,918
Total net sales recognized at a point in time
527,219 570,637 986,695 1,095,301
Net sales recognized over time:
Service and software maintenance sales recognized over time (contracts)
181,310 169,939 358,673 329,949
Total net sales
$ 708,529 $ 740,576 $ 1,345,368 $ 1,425,250
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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - (Continued)
13 Recent Accounting Standard Changes and Developments
Recently Issued Accounting Standards
There were no additions to the new accounting pronouncements not yet adopted as described in our Annual Report on Form
10-K
for the year ended December 31, 2023. Other amendments to U.S. GAAP that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our condensed consolidated financial statements upon adoption.
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Item 2:Management's Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

The Company has two operating segments: WatersTM and TATM. Waters products and services primarily consist of high-performance liquid chromatography ("HPLC"), ultra-performance liquid chromatography ("UPLCTM" and, together with HPLC, referred to as "LC"), mass spectrometry ("MS"), light scattering and field-flow fractionation instruments (Wyatt), and precision chemistry consumable products and related services. TA products and services primarily consist of thermal analysis, rheometry and calorimetry instrument systems and service sales. The Company's products are used by pharmaceutical, biochemical, industrial, nutritional safety, environmental, academic and government customers. These customers use the Company's products to detect, identify, monitor and measure the chemical, physical and biological composition of materials and to predict the suitability and stability of fine chemicals, pharmaceuticals, water, polymers, metals and viscous liquids in various industrial, consumer goods and healthcare products.

Wyatt Acquisition

On May 16, 2023, the Company completed the acquisition of Wyatt Technology, LLC and its three operating subsidiaries, Wyatt Technology Europe GmbH, Wyatt Technology France and Wyatt Technology UK Ltd. (collectively, "Wyatt"), for a total purchase price of $1.3 billion in cash. Wyatt is a pioneer in innovative light scattering and field-flow fractionation instruments, software, accessories, and services. The acquisition expanded Waters' portfolio and increase exposure to large molecule applications. The Company financed this transaction with a combination of cash on its balance sheet and borrowings under its revolving credit facility. The Company's financial results for the three and six months ended June 29, 2024 include the financial results of Wyatt. The Company's financial results for the three and six months ended July 1, 2023 only include one-and-a-halfmonths of Wyatt's financial results as the closing of the acquisition occurred during the second quarter of 2023.

Financial Overview

The Company's operating results are as follows for the three and six months ended June 29, 2024 and July 1, 2023 (dollars in thousands, except per share data):

Three Months Ended Six Months Ended
June 29,
2024 		July 1,
2023 		%
change 		June 29,
2024 		July 1,
2023 		% change

Revenues:

Product sales

$ 435,144 $ 477,926 (9 %) $ 811,295 $ 914,383 (11 %)

Service sales

273,385 262,650 4 % 534,073 510,867 5 %

Total net sales

708,529 740,576 (4 %) 1,345,368 1,425,250 (6 %)

Costs and operating expenses:

Cost of sales

288,244 301,076 (4 %) 550,030 585,456 (6 %)

Selling and administrative expenses

173,247 186,953 (7 %) 347,783 368,909 (6 %)

Research and development expenses

46,182 45,873 1 % 90,777 88,564 2 %

Purchased intangibles amortization

11,744 6,815 72 % 23,578 8,294 184 %

Litigation provision

-  -  -  10,242 -  100 %

Operating income

189,112 199,859 (5 %) 322,958 374,027 (14 %)

Operating income as a % of sales

26.7 % 27.0 % 24.0 % 26.2 %

Other income, net

(302 ) (352 ) (14 %) 1,957 1,036 89 %

Interest expense, net

(19,398 ) (19,232 ) 1 % (40,647 ) (29,615 ) 37 %

Income before income taxes

169,412 180,275 (6 %) 284,268 345,448 (18 %)

Provision for income taxes

26,675 29,721 (10 %) 39,335 53,971 (27 %)

Net income

$ 142,737 $ 150,554 (5 %) $ 244,933 $ 291,477 (16 %)

Net income per diluted common share

$ 2.40 $ 2.55 (6 %) $ 4.12 $ 4.95 (17 %)

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The Company's net sales decreased 4% in the second quarter of 2024, as compared to the second quarter of 2023, with foreign currency translation decreasing total sales growth by 2%. For the first half of 2024, the Company's net sales decreased 6% with the effect of foreign currency translation decreasing sales growth by 1% as compared to the first half of 2023. In both the second quarter and first half of 2024, the Company's net sales were negatively impacted by our customers delaying the purchase of our instrument systems as they remained cautious with their capital spending during the first half of 2024. The Wyatt acquisition increased sales growth by 2% and 3% for the second quarter and first half of 2024, respectively. In addition, the Company's first half of 2024 had one less calendar day than the first half of 2023. At current foreign currency exchange rates, the Company expects that foreign currency translation will have a negative impact on sales for the remainder of 2024.

Instrument system sales decreased 14% and 17% for the second quarter and first half of 2024, respectively, primarily driven by weaker customer demand across all major regions. The decline in instrument system sales was broad-based across all of our instrument systems and was led by our mass spectrometry instrument systems, which are higher priced instruments that are significantly impacted by the timing and level of funding our academic and government customers receive. The Wyatt acquisition increased instrument system sales growth by 4% for both the second quarter and first half of 2024. Foreign currency translation decreased instrument system sales growth by 1% in the second quarter of 2024 but had no impact in the first half of 2024.

Recurring revenues (combined sales of precision chemistry consumables and services) increased 4% for both the second quarter and first half of 2024, with foreign currency translation decreasing sales growth by 2% in both the second quarter and first half of 2024. Service revenues increased 4% and 5% for the second quarter and first half of 2024, respectively. Wyatt contributed 1% and 2% to service revenue growth for the second quarter and first half of 2024, respectively. Chemistry sales growth increased 4% and 2% for the second quarter and first half of 2024, respectively, and was impacted by the lower customer demand in China for our products.

Operating income decreased for the second quarter and first half of 2024, primarily due to lower sales volume as well as the Wyatt acquisition-related retention expenses and purchased intangibles amortization, which collectively decreased operating income by 8% and 10%, respectively. In addition, operating income for the first half of 2024 was impacted by first quarter of 2024 severance-related costs associated with a workforce reduction primarily in China and a litigation settlement, which collectively decreased operating income by 5%. These costs were partially offset by cost savings from recent workforce reductions and the absence of transaction costs related to the Wyatt acquisition. The negative effect of foreign currency translation lowered operating income by approximately $9 million and $16 million for the second quarter and first half of 2024, respectively.

The Company generated $317 million and $215 million of net cash from operating activities in the first half of 2024 and 2023, respectively, with the $102 million increase being attributable to lower annual incentive bonus payments and an improvement in working capital in the current year. Net cash used in investing activities included capital expenditures related to property, plant, equipment and software capitalization of $65 million and $81 million in the first half of 2024 and 2023, respectively.

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Results of Operations

Sales by Geography

Geographic sales information is presented below for the three and six months ended June 29, 2024 and July 1, 2023 (dollars in thousands):

Three Months Ended Six Months Ended
June 29,
2024 		July 1, 2023 % change June 29, 2024 July 1, 2023 % change

Net Sales:

Asia:

China

$ 100,105 $ 114,981 (13 %) $ 185,850 $ 231,046 (20 %)

Japan

33,352 37,380 (11 %) 68,899 83,874 (18 %)

Asia Other

103,974 102,262 2 % 190,241 192,784 (1 %)

Total Asia

237,431 254,623 (7 %) 444,990 507,704 (12 %)

Americas:

United States

231,931 238,955 (3 %) 434,770 441,260 (1 %)

Americas Other

42,537 43,972 (3 %) 80,869 88,088 (8 %)

Total Americas

274,468 282,927 (3 %) 515,639 529,348 (3 %)

Europe

196,630 203,026 (3 %) 384,739 388,198 (1 %)

Total net sales

$ 708,529 $ 740,576 (4 %) $ 1,345,368 $ 1,425,250 (6 %)

Geographically, the decline in the Company's sales in the second quarter and first half of 2024 was broad-based across most major regions, led by China and Japan, while sales in India increased 11% and 13% in the second quarter and first half of 2024, respectively. The broad-based decline in sales can be attributed to the lower demand for our instrument systems as customers delayed the purchase of these products. Excluding China sales, the Company's sales declined 3% for both the second quarter and first half of 2024. Foreign currency translation decreased sales growth in Asia by 5% and 4% for the second quarter and first half of 2024 respectively. Foreign currency translation decreased sales growth in Japan by 12% and 9% for the second quarter and first half of 2024, respectively.

Sales by Trade Class

Net sales by customer class are presented below for the three and six months ended June 29, 2024 and July 1, 2023 (dollars in thousands):

Three Months Ended Six Months Ended
June 29,
2024 		July 1, 2023 % change June 29,
2024 		July 1, 2023 % change

Pharmaceutical

$ 415,747 $ 426,744 (3 %) $ 789,954 $ 811,642 (3 %)

Industrial

221,385 229,655 (4 %) 416,719 439,305 (5 %)

Academic and government

71,397 84,177 (15 %) 138,695 174,303 (20 %)

Total net sales

$ 708,529 $ 740,576 (4 %) $ 1,345,368 $ 1,425,250 (6 %)

During the second quarter of 2024, sales to pharmaceutical customers decreased 3%, as growth in India was offset by weakness across most other major regions, with foreign currency translation decreasing pharmaceutical sales growth by 2% and Wyatt contributing 3% to the Company's pharmaceutical sales growth. Combined sales to industrial customers, which include material characterization, food, environmental and fine chemical markets, decreased 4% in the second quarter of 2024, with foreign currency translation decreasing sales growth by 1% and Wyatt contributing 1% to industrial sales growth. Combined sales to academic and government customers decreased 15% in the second quarter of 2024, with foreign currency translation decreasing sales growth by 1% and Wyatt contributing 2% to the Company's academic and government sales growth.

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During the first half of 2024, sales to pharmaceutical customers decreased 3%, primarily driven by weakness in customer demand in China, with foreign currency translation decreasing pharmaceutical sales growth by 1% and Wyatt contributing 4%. Combined sales to industrial customers decreased 5%, with foreign currency translation decreasing sales growth by 1% and Wyatt contributing 1% to industrial sales growth. Sales to our academic and government customers are highly dependent on when institutions receive funding to purchase our instrument systems and, as such, sales can vary significantly from period to period. Combined sales to academic and government customers decreased 20%, with foreign currency translation having minimal impact on sales growth and Wyatt contributing 3% to the Company's academic and government sales growth. This overall decline in sales of 20% to our academic and government customers in the first half of 2024 compares to a 30% increase in academic and government sales in the first half of 2023, which represents a two-yearcompound annual growth rate of 2%.

Waters Products and Services Net Sales

Net sales for Waters products and services were as follows for the three and six months ended June 29, 2024 and July 1, 2023 (dollars in thousands):

Three Months Ended
June 29, 2024 % of
Total 		July 1, 2023 % of
Total 		% change

Waters instrument systems

$ 235,228 38 % $ 279,940 43 % (16 %)

Chemistry consumables

141,085 22 % 135,919 21 % 4 %

Total Waters product sales

376,313 60 % 415,859 64 % (10 %)

Waters service

246,248 40 % 237,376 36 % 4 %

Total Waters net sales

$ 622,561 100 % $ 653,235 100 % (5 %)
Six Months Ended
June 29, 2024 % of
Total 		July 1, 2023 % of
Total 		% change

Waters instrument systems

$ 426,487 36 % $ 524,151 42 % (19 %)

Chemistry consumables

275,292 23 % 269,434 21 % 2 %

Total Waters product sales

701,779 59 % 793,585 63 % (12 %)

Waters service

482,681 41 % 461,725 37 % 5 %

Total Waters net sales

$ 1,184,460 100 % $ 1,255,310 100 % (6 %)

Waters products and service sales decreased 5% and 6% for the second quarter and first half of 2024, respectively, with the effect of foreign currency translation decreasing sales growth by 2% and 1% for the second quarter and first half of 2024, respectively. The contribution from Wyatt increased Waters products and service sales growth by 3% for both the second quarter and first half of 2024. Waters instrument system sales decreased by 16% and 19% for the second quarter and first half of 2024, respectively, due to weaker customer demand across most major regions. Wyatt's instrument system sales contributed 5% to Waters instrument system sales growth for both the second quarter and first half of 2024. The increase in Waters chemistry consumables sales was primarily due to the continued demand in most major geographies, driven by the uptake in columns and application-specific testing kits to pharmaceutical customers, partially offset by the negative impact from foreign currency translation which decreased sales growth by 1% in both the second quarter and first half of 2024. Waters service sales increased 4% and 5% for the second quarter and first half of 2024, respectively, due to higher service demand billing in all regions except for China, partially offset by the negative impact from foreign currency translation which decreased service sales growth by 2% and 1% in the second quarter and first half of 2024, respectively. Wyatt service revenues added 1% and 2% to Waters service revenue growth for the second quarter and first half of 2024, respectively.

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TA Product and Services Net Sales

Net sales for TA products and services were as follows for the three and six months ended June 29, 2024 and July 1, 2023 (dollars in thousands):

Three Months Ended
June 29, 2024 % of
Total 		July 1, 2023 % of
Total 		% change

TA instrument systems

$ 58,831 68 % $ 62,067 71 % (5 %)

TA service

27,137 32 % 25,274 29 % 7 %

Total TA net sales

$ 85,968 100 % $ 87,341 100 % (2 %)
Six Months Ended
June 29, 2024 % of
Total 		July 1, 2023 % of
Total 		% change

TA instrument systems

$ 109,516 68 % $ 120,798 71 % (9 %)

TA service

51,392 32 % 49,142 29 % 5 %

Total TA net sales

$ 160,908 100 % $ 169,940 100 % (5 %)

TA sales declined 2% and 5% for the second quarter and first half of 2024, respectively, due to lower customer demand for TA instrument systems across most major regions. Foreign currency translation decreased sales by 2% for both the second quarter and first half of 2024.

Cost of Sales

Cost of sales decreased by 4% and 6% in the second quarter and first half of 2024, respectively. The decrease in these periods is primarily due to lower sales volume and changes in sales mix. Cost of sales is affected by many factors, including, but not limited to, foreign currency translation, product mix, product costs of instrument systems and amortization of software platforms. At current foreign currency exchange rates, the Company expects foreign currency translation to decrease gross profit during 2024.

Selling and Administrative Expenses

Selling and administrative expenses decreased 7% and 6% in the second quarter and first half of 2024, respectively. The decrease in these periods is primarily due to the decline in salary expense resulting from lower headcount from the recent reductions in workforce and a decrease in the Wyatt acquisition diligence and integration costs incurred in the second quarter and first half of 2023, which declined $4 million and $12 million, respectively. These decreases were partially offset by the increases of $2 million and $9 million related to Wyatt acquisition-related retention expenses in the second quarter and first half of 2024, respectively. The effect of foreign currency translation increased selling and administrative expenses by 1% for both the second quarter and first half of 2024.

As a percentage of net sales, selling and administrative expenses were 24.5% and 25.9% for the second quarter and first half of 2024, respectively, and 25.2% and 25.9% for the second quarter and first half of 2023, respectively.

Research and Development Expenses

Research and development expenses increased 1% and 2% in the second quarter and first half of 2024, respectively. The increase in these periods was driven by costs associated with the development of new product and technology initiatives. The impact of foreign currency exchange increased expenses by 1% for both the second quarter and first half of 2024.

Purchased Intangibles Amortization

The increase in purchased intangibles amortization of $5 million and $15 million in the second quarter and first half of 2024, respectively, is primarily due to the Wyatt acquisition intangible assets.

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Litigation Provisions

The Company incurred a $10 million patent litigation settlement in the first half of 2024.

Interest Expense, net

The increase in interest expense for both the second quarter and first half of 2024 can be primarily attributed to the additional borrowings by the Company to fund the Wyatt acquisition.

Provision for Income Taxes

The four principal jurisdictions in which the Company manufactures are the U.S., Ireland, the U.K. and Singapore, where the statutory tax rates were 21%, 12.5%, 25% and 17%, respectively, as of June 29, 2024. The Company has a Development and Expansion Incentive in Singapore that provides a concessionary income tax rate of 5% on certain types of income for the period April 1, 2021 through March 31, 2026. The effect of applying the concessionary income tax rate rather than the statutory tax rate to income from qualifying activities in Singapore increased the Company's net income by $5 million and $7 million and increased the Company's net income per diluted share by $0.09 and $0.11 for the second quarter of 2024 and 2023, respectively.

The Company's effective tax rate for the second quarter of 2024 and 2023 was 15.7% and 16.5%, respectively. The decrease in the effective tax rate can be primarily attributed to a higher tax benefit related to stock-based compensation in the second quarter of 2024, with the remaining difference due to the proportionate amounts of pre-taxincome recognized in jurisdictions with different effective tax rates.

The Company's effective tax rate for the first half of 2024 and 2023 was 13.8% and 15.6%, respectively. The decrease in the effective tax rate can be attributed to a higher tax benefit related to stock-based compensation in 2024, the impact of discrete tax benefits in the current year and differences in the proportionate amounts of pre-taxincome recognized in jurisdictions with different effective tax rates.

Effective in 2024, various foreign jurisdictions began implementing aspects of the guidance issued by the Organization for Economic Co-operation andDevelopment related to the new Pillar Two system of global minimum tax rules. These changes in tax law did not have a material impact on the Company's financial position, results of operations and cash flows for the second quarter and first half of 2024. The Company continues to monitor the adoption of the Pillar Two rules in additional jurisdictions.

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Liquidity and Capital Resources

Condensed Consolidated Statements of Cash Flows (in thousands):

Six Months Ended
June 29, 2024 July 1, 2023

Net income

$ 244,933 $ 291,477

Depreciation and amortization

95,743 70,038

Stock-based compensation

22,346 23,734

Deferred income taxes

3,958 (6,435 )

Change in accounts receivable

69,642 50,273

Change in inventories

(16,709 ) (63,607 )

Change in accounts payable and other current liabilities

(31,206 ) (122,836 )

Change in deferred revenue and customer advances

69,352 81,659

Other changes

(140,655 ) (109,434 )

Net cash provided by operating activities

317,404 214,869

Net cash used in investing activities

(65,859 ) (1,366,920 )

Net cash (used in) provided by financing activities

(326,213 ) 998,963

Effect of exchange rate changes on cash and cash equivalents

6,019 2,252

Decrease in cash and cash equivalents

$ (68,649 ) $ (150,836 )

Cash Flow from Operating Activities

Net cash provided by operating activities was $317 million and $215 million during the first half of 2024 and 2023, respectively. The increase in 2024 operating cash flow was primarily a result of higher cash collections, lower inventory levels and lower incentive bonus payments, partially offset by lower net income. The changes within net cash provided by operating activities include the following significant changes in the sources and uses of net cash provided by operating activities, aside from the changes in net income:

•

The changes in accounts receivable were primarily attributable to the timing of payments made by customers and timing of sales. Days sales outstanding was 78 days at June 29, 2024 and 85 days at July 1, 2023.

•

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

•

Net cash provided from deferred revenue and customer advances results from annual increases in new service contracts as a higher installed base of customers renew annual service contracts.

•

A decrease in income tax payments of $32 million as compared to the prior year and the payment of $20 million in Wyatt acquisition-related retention payments.

•

Other changes were attributable to variation in the timing of various provisions, expenditures, prepaid income taxes and accruals in other current assets, other assets and other liabilities.

Cash Flow from Investing Activities

Net cash used in investing activities totaled $66 million and $1.4 billion in the first half of 2024 and 2023, respectively. Additions to fixed assets and capitalized software were $65 million and $81 million in the first half of 2024 and 2023, respectively.

During the first half of 2024 and 2023, the Company purchased $2 million and $1 million of investments, respectively, while $2 million and $1 million of investments matured, respectively, and were used for financing activities described below.

On May 16, 2023, the Company completed the acquisition of Wyatt for a total purchase price of $1.3 billion in cash. Wyatt is a pioneer in innovative light scattering and field-flow fractionation instruments, software, accessories, and services. The acquisition will expand Waters' portfolio and increase exposure to large molecule applications.

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Cash Flow from Financing Activities

The Company has a credit agreement with an aggregate borrowing capacity of $2.0 billion. As of June 29, 2024, the Company had a total of $2.0 billion in outstanding debt, which consisted of $1.3 billion in outstanding senior unsecured notes and $750 million borrowed under its credit agreement. The Company's net debt borrowings decreased by $350 million and increased by $1.1 billion during the first half of 2024 and 2023, respectively, with the prior year increase primarily being due to the funding of the Wyatt acquisition.

As of June 29, 2024, the Company had entered into interest rate cross-currency swap derivative agreements with durations up to three years with an aggregate notional value of $625 million to hedge the variability in the movement of foreign currency exchange rates on a portion of its euro-denominated and yen-denominatednet asset investments. As a result of entering into these agreements, the Company lowered net interest expense by approximately $5 million during both the first half of 2024 and 2023. The Company anticipates that these swap agreements will lower net interest expense by approximately $10 million in 2024.

In December 2023, the Company's Board of Directors authorized the extension of its existing share repurchase program through January 21, 2025. The Company's remaining authorization is $1.0 billion. During the first half of 2023, the Company repurchased $58 million of the Company's outstanding common stock under the Company's share repurchase program. In addition, the Company repurchased $13 million and $11 million of common stock related to the vesting of restricted stock units during the first half of 2024 and 2023, respectively. The Company believes that it has the financial flexibility to fund these share repurchases, as well as to invest in research, technology and business acquisitions, given current cash levels and debt borrowing capacity.

The Company received $22 million and $9 million of proceeds from the exercise of stock options and the purchase of shares pursuant to the Company's employee stock purchase plan during the first half of 2024 and 2023, respectively.

The Company had cash, cash equivalents and investments of $327 million as of June 29, 2024. The majority of the Company's cash and cash equivalents are generated from foreign operations, with $290 million held by foreign subsidiaries at June 29, 2024, of which $228 million was held in currencies other than U.S. dollars.

On July 12, 2024, the Company entered into a Master Note Facility Agreement pursuant to which the Company may, at its option, authorize the issuance and sale of senior promissory notes up to an aggregate principal amount of $200 million with a maturity date not to exceed 15 years after the issuance date.

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-Kfor the year ended December 31, 2023, as filed with the SEC on February 27, 2024. The Company reviewed its contractual obligations and commercial commitments as of June 29, 2024 and determined that there were no material changes outside the ordinary course of business from the information set forth in the Annual Report on Form 10-K.

From time to time, the Company and its subsidiaries are involved in various litigation matters arising in the ordinary course of business. The Company believes that it has meritorious arguments in its current litigation matters and that any outcome, either individually or in the aggregate, will not be material to the Company's financial position or results of operations.

During fiscal year 2024, the Company expects to contribute a total of approximately $3 million to $6 million to its defined benefit plans.

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

Critical Accounting Policies and Estimates

In the Company's Annual Report on Form 10-Kfor the year ended December 31, 2023, as filed with the SEC on February 27, 2024, the Company's most critical accounting policies and estimates upon which its financial status depends were identified as those relating to revenue recognition, valuation of long-lived assets, intangible assets and goodwill, income taxes, uncertain tax positions and business combinations and asset acquisitions. The Company reviewed its policies and determined that those policies remain the Company's most critical accounting policies for the six months ended June 29, 2024. The Company did not make any changes in those policies during the six months ended June 29, 2024.

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New Accounting Pronouncements

Please refer to Note 13, Recent Accounting Standard Changes and Developments, in the Condensed Notes to Consolidated Financial Statements.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q,including the information incorporated by reference herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Statements that are not statements of historical fact may be deemed forward-looking statements. You can identify these forward-looking statements by the use of the words "feels", "believes", "anticipates", "plans", "expects", "may", "will", "would", "intends", "suggests", "appears", "estimates", "projects", "should" and similar expressions, whether in the negative or affirmative. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the control of the Company, including, and without limitation:

•

foreign currency exchange rate fluctuations potentially affecting translation of the Company's future non-U.S.operating results, particularly when a foreign currency weakens against the U.S. dollar;

•

current global economic, sovereign and political conditions and uncertainties, including the effect of new or proposed tariff or trade regulations, as well as other new or changed domestic and foreign laws, regulations and policies, changes in inflation and interest rates, the impacts and costs of war, in particular as a result of the ongoing conflicts between Russia and Ukraine and in the Middle East, and the possibility of further escalation resulting in new geopolitical and regulatory instability and the Chinese government's ongoing tightening of restrictions on procurement by government-funded customers;

•

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

•

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

•

changes in timing and demand for the Company's products among the Company's customers and various market sectors, particularly as a result of fluctuations in their expenditures or ability to obtain funding;

•

the ability to realize the expected benefits related to the Company's various cost-saving initiatives, including workforce reductions and organizational restructurings;

•

the introduction of competing products by other companies and loss of market share, as well as pressures on prices from competitors and/or customers;

•

changes in the competitive landscape as a result of changes in ownership, mergers and continued consolidation among the Company's competitors;

•

regulatory, economic and competitive obstacles to new product introductions, lack of acceptance of new products and inability to grow organically through innovation;

•

rapidly changing technology and product obsolescence;

•

risks associated with previous or future acquisitions, strategic investments, joint ventures and divestitures, including risks associated with achieving the anticipated financial results and operational synergies; contingent purchase price payments; and expansion of our business into new or developing markets;

•

risks associated with unexpected disruptions in operations;

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•

failure to adequately protect the Company's intellectual property, infringement of intellectual property rights of third parties and inability to obtain licenses on commercially reasonable terms;

•

the Company's ability to acquire adequate sources of supply and its reliance on outside contractors for certain components and modules, as well as disruptions to its supply chain;

•

risks associated with third-party sales intermediaries and resellers;

•

the impact and costs of changes in statutory or contractual tax rates in jurisdictions in which the Company operates as well as shifts in taxable income among jurisdictions with different effective tax rates, the outcome of ongoing and future tax examinations and changes in legislation affecting the Company's effective tax rate;

•

the Company's ability to attract and retain qualified employees and management personnel;

•

risks associated with cybersecurity and technology, including attempts by third parties to defeat the security measures of the Company and its third-party partners;

•

increased regulatory burdens as the Company's business evolves, especially with respect to the U.S. Food and Drug Administration and U.S. Environmental Protection Agency, among others, and in connection with government contracts;

•

regulatory, environmental and logistical obstacles affecting the distribution of the Company's products, completion of purchase order documentation and the ability of customers to obtain letters of credit or other financing alternatives;

•

risks associated with litigation and other legal and regulatory proceedings; and

•

the impact and costs incurred from changes in accounting principles and practices.

Certain of these and other factors are discussed under the heading "Risk Factors" under Part I, Item 1A of the Company's Annual Report on Form 10-Kfor the year ended December 31, 2023, as filed with the SEC on February 27, 2024. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements, whether because of these factors or for other reasons. All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Qand are expressly qualified in their entirety by the cautionary statements included in this report. Except as required by law, the Company does not assume any obligation to update any forward-looking statements.

Item 3:Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to the risk of interest rate fluctuations from the investments of cash generated from operations. Investments with maturities greater than 90 days are classified as investments and are held primarily in U.S. dollar-denominated treasury bills and commercial paper, bank deposits and corporate debt securities. As of June 29, 2024, the Company estimates that a hypothetical adverse change of 100 basis points across all maturities would not have a material effect on the fair market value of its portfolio.

The Company is also exposed to the risk of exchange rate fluctuations. The Company maintains cash balances in various operating accounts in excess of federally insured limits, and in foreign subsidiary accounts in currencies other than the U.S. dollar. As of June 29, 2024 and December 31, 2023, $290 million out of $327 million and $321 million out of $396 million, respectively, of the Company's total cash, cash equivalents and investments were held by foreign subsidiaries. In addition, $228 million out of $327 million and $233 million out of $396 million of cash, cash equivalents and investments were held in currencies other than the U.S. dollar at June 29, 2024 and December 31, 2023, respectively. As of June 29, 2024, the Company had no holdings in auction rate securities or commercial paper issued by structured investment vehicles.

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Assuming a hypothetical adverse change of 10% in year-endexchange rates (a strengthening of the U.S. dollar), the fair market value of the Company's cash, cash equivalents and investments held in currencies other than the U.S. dollar as of June 29, 2024 would decrease by approximately $23 million, of which the majority would be recorded to foreign currency translation in other comprehensive income within stockholders' equity.

There have been no other material changes in the Company's market risk during the six months ended June 29, 2024. For information regarding the Company's market risk, refer to Item 7A of Part II of the Company's Annual Report on Form 10-Kfor the year ended December 31, 2023, as filed with the SEC on February 27, 2024.

Item 4:Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's chief executive officer and chief financial officer (principal executive officer and principal financial officer), with the participation of management, evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)and 15d-15(e)under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q.Based on this evaluation, the Company's chief executive officer and chief financial officer concluded that the Company's disclosure controls and procedures were effective as of June 29, 2024 (1) to ensure that information required to be disclosed by the Company, including its consolidated subsidiaries, in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its chief executive officer and chief financial officer, to allow timely decisions regarding the required disclosure and (2) to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

Changes in Internal Control Over Financial Reporting

No change was identified in the Company's internal control over financial reporting (as defined in Rules 13a-15(f)and 15d-15(f)under the Exchange Act) during the quarter ended June 29, 2024 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Part II: Other Information

Item 1: Legal Proceedings

There have been no material changes in the Company's legal proceedings during the six months ended June 29, 2024 as described in Item 3 of Part I of the Company's Annual Report on Form 10-Kfor the year ended December 31, 2023, as filed with the SEC on February 27, 2024, other than the $10 million patent litigation settlement and related costs recorded and paid in the six months ended June 29, 2024.

Item 1A:Risk Factors

Information regarding risk factors of the Company is set forth under the heading "Risk Factors" under Part I, Item 1A in the Company's Annual Report on Form 10-Kfor the year ended December 31, 2023, as filed with the SEC on February 27, 2024. The Company reviewed its risk factors as of June 29, 2024 and determined that there were no material changes from the ones set forth in the Form 10-K.Note, however, the discussion of certain factors under the subheading "Special Note Regarding Forward-Looking Statements" in Part I, Item 2 of this Quarterly Report on Form 10-Q.These risks are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial may have a material adverse effect on the Company's business, financial condition and operating results.

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

Purchases of Equity Securities by the Issuer

During the three months ended June 29, 2024, the Company purchased 202, 367 and 162 shares at a cost of $68 thousand, $125 thousand and $52 thousand with average prices paid of $335.94, $341.33 and $320.54 during fiscal April, May and June, respectively, of equity securities registered by the Company under the Exchange Act.

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In January 2019, the Company's Board of Directors authorized the Company to repurchase up to $4 billion of its outstanding common stock in open market or private transactions over a two-yearperiod. This program replaced the remaining amounts available under the pre-existingauthorization. In December 2020, the Company's Board of Directors authorized the extension of the share repurchase program through January 21, 2023. In December 2022, the Company's Board of Directors amended and extended this repurchase program's term by one year such that it expired on January 21, 2024 and increased the total authorization level to $4.8 billion, an increase of $750 million. In December 2023, the Company's Board of Directors authorized the extension of the share repurchase program through January 21, 2025. As of June 29, 2024, the Company had repurchased an aggregate of 15.2 million shares at a cost of $3.8 billion under the January 2019 repurchase program and had a total of $1.0 billion authorized for future repurchases. The size and timing of these purchases, if any, will depend on our stock price and market and business conditions, as well as other factors.

Item 5:Other Information

Insider Trading Arrangements and Related Disclosures

None.

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Item 6:Exhibits

Exhibit
Number

Description of Document

3.1 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation.
10.1 Master Note Facility Agreement, dated as of July 12, 2024, by and between Waters Corporation and NYL Investors LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 18, 2024).
10.2 Offer Letter, dated May 28, 2024, between Waters Corporation and Robert Carpio.(+)
31.1 Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(*)
32.2 Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(*)
101 The following materials from Waters Corporation's Quarterly Report on Form 10-Qfor the quarter ended June 29, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets (unaudited), (ii) the Consolidated Statements of Operations (unaudited), (iii) the Consolidated Statements of Comprehensive Income (unaudited), (iv) the Consolidated Statements of Cash Flows (unaudited) and (vi) Condensed Notes to Consolidated Financial Statements (unaudited).
104 Cover Page Interactive Date File (formatted in iXBRL and contained in Exhibit 101).
(+)

Management contract or compensatory plan required to be filed as an Exhibit to this Quarterly Report on Form 10-Q.

(*)

This exhibit shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filing, except to the extent the Company specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WATERS CORPORATION

/s/ Amol Chaubal

Amol Chaubal
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)

Date: July 31, 2024

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