Waters (WAT) 10-K risk factor changes: FY2015 vs FY2014

The Company is primarily exposed to currency exchange-rate risk with respect to certain inter-company balances, forecasted transactions and cash flow, and net assets denominated in Euros, Japanese [removed: yen, British pounds] [added: yen] and [removed: Singapore dollars.][added: British pounds.]

The Company enters into [removed: forward] foreign [added: currency] exchange contracts to manage exposures to [added: changes in] foreign currency [removed: by hedging the impact of currency fluctuations] [added: exchange rates] on certain inter-company balances and short-term assets and liabilities.

At December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] the Company held forward foreign exchange contracts with notional amounts totaling [removed: $110] [added: $116] million, [removed: $104] [added: $110] million and [removed: $134] [added: $104] million, respectively.

| | | December 31, [removed: 2014] [added: 2015] | | | | December 31, [removed: 2013] [added: 2014] | | |

| Other current assets | | $ | [removed: 123] [added: 616] | | | $ | [removed: 929] [added: 123] | |

| Other current liabilities | | $ | [removed: 651] [added: 402] | | | $ | [removed: 88] [added: 651] | |

| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Realized [added: (losses)] gains on closed contracts | | $ | [removed: 174] [added: (2,601] | [added: )] | | $ | [removed: 8,666] [added: 174] | | | $ | [removed: 4,186] [added: 8,666] | |

| Unrealized [removed: (losses)] gains [added: (losses)] on open contracts | | | [removed: (1,369] [added: 742] | [removed: )] | | | [removed: 361] [added: (1,369] | [added: )] | | | [removed: 1,716] [added: 361] | |

| Cumulative net pre-tax (losses) gains | | $ | [removed: (1,195] [added: (1,859] | ) | | $ | [removed: 9,027] [added: (1,195] | [added: )] | | $ | [removed: 5,902] [added: 9,027] | |

Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the forward contracts outstanding as of December 31, [removed: 2014] [added: 2015] would decrease pre-tax earnings by approximately [removed: $11] [added: $12] million.

The Company’s cash equivalents represent highly liquid investments, with original maturities of 90 days or less, primarily in bank deposits, U.S. [removed: and U.K.] treasury bill money market funds and commercial paper.

Investments with [removed: longer] maturities [added: greater than 90 days] are classified as investments, and are held primarily in U.S. treasury bills, U.S. dollar-denominated treasury bills and commercial paper, bank deposits and [removed: corporate debt securities.]

As of December 31, [removed: 2014] [added: 2015] and [removed: 2013, $1,971] [added: 2014, $2,346] million out of [removed: $2,055] [added: $2,399] million and [removed: $1,738] [added: $1,971] million out of [removed: $1,804] [added: $2,055] million, respectively, of the Company’s total cash, cash equivalents and investments were held by foreign subsidiaries and may be subject to material tax effects on distribution to U.S. legal entities.

As of December 31, [removed: 2014,] [added: 2015,] the Company has no holdings in auction rate securities or commercial paper issued by structured investment vehicles.

The Company’s [removed: cash,] cash [removed: equivalents] and [removed: investments] [added: cash equivalents] are not subject to significant interest rate risk due to the short maturities of these instruments.

As of December 31, [removed: 2014,] [added: 2015,] the carrying value of the Company’s cash and cash equivalents approximated fair value.

The Company is also exposed with respect to certain intercompany balances, forecasted transactions and cash flow in other currencies that have recently experienced market volatility, including the Brazilian real, Mexican peso, Canadian dollar, Australian dollar, Israeli shekel and Singapore dollar.

corporate debt securities.

The Company records its derivative transactions in accordance with the accounting standards for derivative instruments and hedging activities, which establish the accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.

All derivatives, whether designated in hedging relationships or not, are required to be recorded on the consolidated balance sheets at fair value as either assets or liabilities.

The periods of these forward contracts typically range from one to three months and have varying notional amounts, which are intended to be consistent with changes in the underlying exposures.

Gains and losses on these forward contracts are recorded in cost of sales in the consolidated statements of operations.

For the fiscal year ended December 31, [removed: 2014][added: 2015]

State the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of [removed: June 28, 2014: $8,843,973,000.][added: July 4, 2015: $10,641,836,000.]

Indicate the number of shares outstanding of the registrant’s common stock as of February [removed: 20, 2015: 83,028,414][added: 19, 2016: 81,253,669]

Portions of the registrant’s definitive proxy statement that will be filed for the [removed: 2015] [added: 2016] Annual Meeting of Stockholders are incorporated by reference in Part III.

| | 1A. | | | [Risk [removed: Factors](#toc849246_2)] [added: Factors](#toc108530_2)] | | | [removed: 11] [added: 12] | |

| | 1B. | | | [Unresolved Staff [removed: Comments](#toc849246_3)] [added: Comments](#toc108530_3)] | | | [removed: 16] [added: 17] | |

| | 3. | | | [Legal [removed: Proceedings](#toc849246_5)] [added: Proceedings](#toc108530_5)] | | | 18 | |

| | 4. | | | [Mine Safety [removed: Disclosures](#toc849246_6)] [added: Disclosures](#toc108530_6)] | | | 18 | |

| | | | | [Executive Officers of the [removed: Registrant](#toc849246_7)] [added: Registrant](#toc108530_7)] | | | 18 | |

| | 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#toc849246_8)] [added: Securities](#toc108530_8)] | | | [removed: 19] [added: 20] | |

| | 6. | | | [Selected Financial [removed: Data](#toc849246_9)] [added: Data](#toc108530_9)] | | | [removed: 21] [added: 22] | |

| | 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#toc849246_10)] [added: Operations](#toc108530_10)] | | | [removed: 21] [added: 22] | |

| | 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#toc849246_11)] [added: Risk](#toc108530_11)] | | | [removed: 38] [added: 40] | |

| | 8. | | | [Financial Statements and Supplementary [removed: Data](#toc849246_12)] [added: Data](#toc108530_12)] | | | [removed: 40] [added: 42] | |

| | 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#toc849246_13)] [added: Disclosure](#toc108530_13)] | | | [removed: 82] [added: 85] | |

| | 9A. | | | [Controls and [removed: Procedures](#toc849246_14)] [added: Procedures](#toc108530_14)] | | | [removed: 82] [added: 85] | |

| | 9B. | | | [Other [removed: Information](#toc849246_15)] [added: Information](#toc108530_15)] | | | [removed: 82] [added: 85] | |

| | 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#toc849246_16)] [added: Governance](#toc108530_16)] | | | [removed: 83] [added: 86] | |

| | 11. | | | [Executive [removed: Compensation](#toc849246_17)] [added: Compensation](#toc108530_17)] | | | [removed: 83] [added: 86] | |

| | 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc849246_18)] [added: Matters](#toc108530_18)] | | | [removed: 83] [added: 86] | |

| | 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#toc849246_19)] [added: Independence](#toc108530_19)] | | | [removed: 84] [added: 87] | |

| | 14. | | | [Principal Accountant Fees and [removed: Services](#toc849246_20)] [added: Services](#toc108530_20)] | | | [removed: 84] [added: 87] | |

| | 15. | | | [Exhibits and Financial Statement [removed: Schedules](#toc849246_21)] [added: Schedules](#toc108530_21)] | | | [removed: 85] [added: 88] | |

The Company’s products are used by [removed: pharmaceutical,] life [removed: science,] [added: science (including pharmaceutical),] biochemical, industrial, nutritional safety, environmental, academic and governmental customers working in research and development, quality assurance and other laboratory applications.

The Company’s LC and LC-MS instruments are utilized in this broad range of industries to detect, identify, monitor and measure the chemical, physical and biological composition of materials, [removed: as well as] [added: and] to purify a full range of compounds.

The Company’s thermal analysis, rheometry and calorimetry instruments are used in predicting the suitability and stability of fine chemicals, pharmaceuticals, water, [removed: polymers] [added: polymers, metals] and viscous liquids [removed: for uses] in various industrial, consumer goods and healthcare products, as well as for life science research.

The most significant end-use markets for HPLC are those served by [removed: the pharmaceutical and] life science [removed: industries.][added: industries (including pharmaceuticals).]

In these markets, HPLC is used extensively to [added: understand diseases,] identify new drugs, develop manufacturing methods and assure the potency and purity of new pharmaceuticals.

In 2012, the Company introduced UltraPerformance Convergence ChromatographyTM [removed: (“UPC2® ”)] [added: (“UPC2®”)] with the release of the ACQUITY® UPC2® system.

In 2013, the Company introduced the ACQUITY® QDa® Detector, a compact and easy to operate [added: single quadrupole] mass spectrometric module that further supports the broader usage of mass [removed: detection] [added: detectors in a form similar to that of the broadly used optical detectors that are routinely used] for [removed: routine] LC applications.

In 2013, the Company introduced the CORTECS® family of 1.6 micron solid-core [added: silica-based] UPLC columns to further extend the application range and performance of its UPLC offerings.

For example, the Company provides tests to identify and quantify mycotoxins [removed: (biological] [added: (fungal biological] contaminants) in various agricultural commodities.

Currently, the Company offers a wide range of MS instrument systems utilizing various combinations of quadrupole, [removed: Tof,] [added: Tof and] ion mobility [removed: and magnetic sector] designs.

The majority of mass spectrometers sold by the Company are designed to utilize an LC system [added: and a liquid compatible interface (such] as [added: an electrospray ionization source) as] the sample introduction device.

Larger quadrupole systems, such as the Xevo® TQ and Xevo® TQ-S instruments, are used primarily for experiments [added: performed for late-stage drug development, including clinical trial testing.]

In July 2014, the Company acquired [removed: the net assets of] Medimass Research, Development and Service Kft.

The net assets acquired consist primarily of the [removed: Rapid Evaporative Ionization Mass Spectrometry (“REIMS”)] [added: REIMS] technology, including patent applications, software, databases and REIMS expertise.

Thermal [removed: analysis and] [added: analysis,] rheometry [added: and calorimetry] instruments are heavily used in material testing laboratories and, in many cases, provide information useful in predicting the suitability and stability of fine chemicals, [removed: polymers] [added: pharmaceuticals, water, polymers, metals] and viscous liquids [removed: for] [added: in] various industrial, consumer goods and healthcare products, as well as for life science research.

LaserComp’s FOX line of durable thermal conductivity test instruments is used by many of the world’s leading [added: thermal] insulation manufacturers.

In 2014, TA introduced the new Air Chiller System, ACS-3, which is equipped with a three-stage cascading compressor design, enabling testing to [removed: unprecedented] temperatures as low as [removed: -100°C.][added: -100°C, a capability that the Company believes competing systems do not possess.]

10-K 1 d108530d10k.htm 10-K

| | 1. | | | [Business](#toc108530_1) | | | 1 | |

| | 2. | | | [Properties](#toc108530_4) | | | 17 | |

| | | | | [Signatures](#toc108530_22) | | | 93 | |

LC-MS instruments combine a liquid phase sample introduction and separation system with mass spectrometric compound identification and quantification.

The control and data output of the QDa is compatible with Waters’ most commonly used instrument configurations and the QDa is uniquely positioned to offer mass detection to the large and well established markets for HPLC and UPLC systems.

In 2015, the Company introduced the ACQUITY® Arc System and its enabling Arc Multi-flow pathTM technology, which bridges the gap between HPLC and UPLC by emulating a variety of HPLC systems without altering the method’s gradient table and enabling improved chromatographic performance of methods by leveraging 2.5-2.7 micron particle column technologies.

In 2015, the Company introduced the Oasis® PRiME HLB cartridges, which process samples up to 40% faster and deliver samples that are up to 70% cleaner with fewer LC-MS matrix effects than samples prepared using other extraction techniques.

In addition, the ACQUITY UPLC® Glycoprotein BEH Amide columns were introduced in 2015 to help biopharmaceutical companies to better understand where glycan groups (bonded sugars) are located within the therapeutic proteins they are developing and manufacturing.

In 2015, the Company introduced the GlycoWorksTM _Rapi_Fluor-MSTM N-Glycan Kit, which enables fast de-glycosylation and labeling, reduces sample preparation time and allows mass detection for characterization and development with enhanced sensitivity.

In addition, the Company introduced the VionTM IMS Q-Tof Mass Spectrometer, which is a bench-top tandem mass spectrometer featuring ion mobility and Rapid Evaporative Ionization Mass Spectrometry (“REIMSTM”) Research System with iKnifeTM sampling to combine direct-from-sample ionization with high performance time-of-flight mass spectrometry.

In November 2015, the Company acquired all of the outstanding stock of MPE Orbur Group Limited and its sole operating subsidiary, Midland Precision Equipment Company, Ltd. (“MPE”), a manufacturer of MS instrumentation components, for $12 million, net of cash acquired.

MPE is a highly skilled manufacturer and former Waters supplier that produces critical components that support the Company’s MS instrument systems.

In 2015, the Company’s introduction of the Vion IMS Q-Tof Mass Spectrometer marks the first Waters mass spectrometer to be fully supported on UNIFI.

In 2015, TA introduced the TAM IV and TAM IV-48, which extend the operating temperature range (4°C to 150°C) with long-term temperature stability for measuring processes.

In 2015, TA also introduced the Affinity ITC and ITC Auto, which are designed for the most challenging life science laboratory environments that require high sensitivity, high productivity and the most advanced isothermal titration calorimetry.

In May 2015, the Company acquired the net assets of the ElectroForce® business of the Bose Corporation (“ElectroForce”), a manufacturer of testing systems, for $9 million in cash.

ElectroForce’s core business is the manufacturing of dynamic mechanical testing systems used to characterize medical devices, biologic and engineered materials.

The ElectroForce test instruments are based on unique motor designs that are quiet, energy-efficient, scalable and deliver precise performance over a wide range of force and frequency.

TA sells, supports and services TA’s product

Company’s quality requirements.

columns.

In late 2015, the Company received notification from the EPA informing the Company of an assessment of a $0.4 million fine for EPA violations at its Taunton, Massachusetts facility.

The Company has appealed the fine and is currently working with the EPA to implement a remediation plan to correct the underlying issues.

The Company believes that the fine and future capital expenditures needed to remediate the issues, which are currently estimated to be less than $2 million, are not material to the Company.

| | • | | Negative industry trends; changes in the competitive landscape as a result of changes in ownership, mergers and continued consolidation among the Company’s competitors; introduction of competing |

of the Company or that the Company will be able to increase its sales and profitability from new product introductions.

In 2014, the Company was not able to determine with certainty the country of origin of some of the conflict minerals in its manufactured products.

The Company is in the process of evaluating its 2015 supply chain, and the Company plans to file its 2015 Form SD with the SEC in May 2016.

emissions from such chemicals and/or other substances, the Company may be required to make certain changes and adaptations to its manufacturing processes.

| Wakefield, MA | | M, R, S, D, A | | Leased |

| Eden Prairie, MN | | M, R, S, D, A | | Leased |

| Solihull, England | | M | | Owned |

| Irvine, CA | | Australia | | India | | Portugal |

| Pleasanton, CA | | Austria | | Ireland | | Poland |

| Wood Dale, IL | | Belgium | | Israel | | Puerto Rico |

| Columbia, MD | | Brazil | | Italy | | Spain |

| Beverly, MA | | Canada | | Japan | | Sweden |

| Ann Arbor, MI | | Czech Republic | | Korea | | Switzerland |

| Durham, NC | | Denmark | | Malaysia | | Taiwan |

10-K 1 d849246d10k.htm 10-K

| | 1. | | | [Business](#toc849246_1) | | | 1 | |

| | 2. | | | [Properties](#toc849246_4) | | | 17 | |

| | | | | [Signatures](#toc849246_22) | | | 90 | |

performed for late-stage drug development, including clinical trial testing.

In 2012, the Company introduced the Xevo® G2-S Q-TofTM and Xevo® G2-S Tof mass spectrometers, bringing StepWaveTM ion technology to its bench-top time-of-flight mass spectrometers.

(“Medimass”), a developer of mass spectrometry-related technologies with the potential to be used for a variety of applications, for $23 million in cash.

In July 2012, the Company acquired Blue Reference, Inc. (“Blue Reference”), a U.S.-based developer and distributor of software products used for the real-time mining and analysis of multiple-application scientific databases, for $14 million in cash.

The Company has integrated the Blue Reference technology into software

product platforms to further differentiate its offerings by providing customers with a more efficient scientific information assessment process, where there is an ongoing need for immediacy and interactivity of multiple scientific databases.

In January 2012, the Company acquired Baehr Thermoanalyse GmbH (“Baehr”), a German manufacturer of a range of thermal analyzers, for $12 million in cash, including the assumption of $1 million of debt.

Key products developed by Baehr include horizontal, optical and quenching dilatometer systems that measure thermal expansion to high temperatures with high precision, high temperature viscometers, and high temperature TGA/DTA systems.

Baehr systems provide critical information to researchers that develop materials, especially for high temperature applications, in a wide range of industries, including electronics, energy, automotive, and aerospace.

The instruments, components or modules are then returned to the

In 2012, the

| | • | | The risks inherent in succession planning, as the Company’s chief executive officer has announced his intention to retire. |

As a result, a significant portion of the Company’s sales and operations are subject to certain risks, including adverse developments in the foreign political, regulatory and economic environment, in particular, the financial

In August 2013, the Company’s chief executive officer announced his intention to retire as chief executive officer of the Company.

Geographical shifts in income from previous quarters’ projections caused

countries.

| Saugus, MA | | M, R, S, D, A | | Leased |

| Irvine, CA | | Australia | | Ireland | | Spain |

| Pleasanton, CA | | Austria | | Israel | | Sweden |

| Schaumburg, IL | | Belgium | | Italy | | Switzerland |

| Wood Dale, IL | | Brazil | | Japan | | Taiwan |

| Columbia, MD | | Canada | | Korea | | United Kingdom |

| Beverly, MA | | Czech Republic | | Mexico | | |

| Ann Arbor, MI | | Denmark | | Netherlands | | |

| Durham, NC | | Finland | | Norway | | |

| Parsippany, NJ | | Germany | | Portugal | | |

| Plymouth Meeting, PA | | Hungary | | Poland | | |

| Bellaire, TX | | India | | Puerto Rico | | |

Douglas A.

Berthiaume, 66, has served as Chairman of the Board of Directors of the Company since February 1996 and has served as Chief Executive Officer and a Director of the Company since August 1994.

Mr. Berthiaume also served as President of the Company from August 1994 to January 2002.

In March 2003, Mr. Berthiaume once again became President of the Company.

From 1990 to 1994, Mr. Berthiaume served as President of the Waters Chromatography Division of Millipore.

Mr. Berthiaume is the Chairman of the Children’s Hospital Trust Board and a Trustee of the Children’s Hospital Medical Center and The University of Massachusetts Amherst Foundation.

In August 2013, Mr. Berthiaume communicated his intention to retire as Chief Executive Officer of the Company.

Arthur G.

Based on our evaluation under the framework in _Internal Control — Integrated Framework 2013_, our management, including our chief executive officer and chief financial officer, concluded that our internal control over financial reporting was effective as of December 31, [removed: 2014.][added: 2015.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2014] [added: 2015] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows present fairly, in all material respects, the financial position of Waters Corporation and its subsidiaries at December 31, [removed: 2014] [added: 2015] and December 31, [removed: 2013] [added: 2014] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2014] [added: 2015] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in _Internal Control—Integrated Framework 2013_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

| | | [added: 2015 | | | |] 2014 | | | | 2013 | | |

| Cash and cash equivalents [added: at beginning of period] | | [removed: $] | 422,177 | | | [removed: $] | 440,796 | | [added: | | 481,035 | |]

| Investments | | | [removed: 1,633,211] [added: 1,911,598] | | | | [removed: 1,362,874] [added: 1,633,211] | |

| Accounts receivable, net | | | [removed: 433,616] [added: 468,315] | | | | [removed: 430,985] [added: 433,616] | |

| Inventories | | | [removed: 246,430] [added: 263,415] | | | | [removed: 242,800] [added: 246,430] | |

| Property, plant and equipment, net | | | [removed: 321,583] [added: 333,355] | | | | [removed: 324,932] [added: 321,583] | |

| Goodwill | | | [removed: 354,838] [added: 356,864] | | | | [removed: 350,350] [added: 354,838] | |

| Notes payable and debt | | $ | [removed: 225,243] [added: 175,309] | | | $ | [removed: 133,346] [added: 225,230] | |

| Accounts payable | | | [removed: 65,704] [added: 70,573] | | | | [removed: 64,961] [added: 65,704] | |

| Accrued employee compensation | | | [removed: 47,198] [added: 54,653] | | | | [removed: 43,305] [added: 47,198] | |

| Deferred revenue and customer advances | | | [removed: 129,706] [added: 141,505] | | | | [removed: 128,056] [added: 129,706] | |

| Accrued income taxes | | | [removed: 15,143] [added: 14,894] | | | | [removed: 19,770] [added: 15,143] | |

| Accrued warranty | | | [removed: 13,266] [added: 13,349] | | | | [removed: 12,962] [added: 13,266] | |

| Other current liabilities | | | [removed: 85,335] [added: 93,793] | | | | [removed: 85,132] [added: 84,239] | |

| Long-term portion of retirement benefits | | | [removed: 85,230] [added: 77,063] | | | | [removed: 74,723] [added: 85,230] | |

| Long-term income tax liabilities | | | [removed: 20,397] [added: 14,884] | | | | [removed: 25,436] [added: 20,397] | |

| Other long-term liabilities | | | [removed: 56,046] [added: 60,776] | | | | [removed: 41,765] [added: 56,448] | |

| Preferred stock, par value $0.01 per share, 5,000 shares authorized, none issued at December 31, [removed: 2014] [added: 2015] and December 31, [removed: 2013] [added: 2014] | | | — | | | | — | |

| Common stock, par value $0.01 per share, 400,000 shares authorized, [removed: 156,716] [added: 157,677] and [removed: 155,246] [added: 156,716] shares issued, [removed: 83,147] [added: 81,472] and [removed: 84,819] [added: 83,147] shares outstanding at December 31, [removed: 2014] [added: 2015] and December 31, [removed: 2013,] [added: 2014,] respectively | | | [removed: 1,567] [added: 1,577] | | | | [removed: 1,552] [added: 1,567] | |

| Additional paid-in capital | | | [removed: 1,392,494] [added: 1,490,342] | | | | [removed: 1,270,608] [added: 1,392,494] | |

| Retained earnings | | | [removed: 4,394,513] [added: 4,863,566] | | | | [removed: 3,962,893] [added: 4,394,513] | |

| Treasury stock, at cost, [removed: 73,569] [added: 76,205] and [removed: 70,427] [added: 73,569] shares at December 31, [removed: 2014] [added: 2015] and December 31, [removed: 2013,] [added: 2014,] respectively | | | [removed: (3,815,203] [added: (4,149,908] | ) | | | [removed: (3,477,759] [added: (3,815,203] | ) |

| Accumulated other comprehensive [removed: (loss) income] [added: loss] | | | [removed: (78,705] [added: (146,726] | ) | | | [removed: 5,879] [added: (78,705] | [added: )] |

| Total stockholders’ equity | | | [removed: 1,894,666] [added: 2,058,851] | | | | [removed: 1,763,173] [added: 1,894,666] | |

| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Product sales | | $ | [removed: 1,346,729] [added: 1,385,256] | | | $ | [removed: 1,312,503] [added: 1,346,729] | | | $ | [removed: 1,280,507] [added: 1,312,503] | |

| Service sales | | | [removed: 642,615] [added: 657,076] | | | | [removed: 591,715] [added: 642,615] | | | | [removed: 563,134] [added: 591,715] | |

| Total net sales | | | [removed: 1,989,344] [added: 2,042,332] | | | | [removed: 1,904,218] [added: 1,989,344] | | | | [removed: 1,843,641] [added: 1,904,218] | |

| Cost of product sales | | | [removed: 549,121] [added: 565,630] | | | | [removed: 526,721] [added: 549,121] | | | | [removed: 501,660] [added: 526,721] | |

| Cost of service sales | | | [removed: 275,792] [added: 277,042] | | | | [removed: 256,735] [added: 275,792] | | | | [removed: 235,954] [added: 256,735] | |

| Total cost of sales | | | [removed: 824,913] [added: 842,672] | | | | [removed: 783,456] [added: 824,913] | | | | [removed: 737,614] [added: 783,456] | |

| Gross profit | | | [removed: 1,164,431] [added: 1,199,660] | | | | [removed: 1,120,762] [added: 1,164,431] | | | | [removed: 1,106,027] [added: 1,120,762] | |

| Selling and administrative expenses | | | [removed: 512,707] [added: 495,747] | | | | [removed: 492,965] [added: 512,707] | | | | [removed: 477,270] [added: 492,965] | |

| Research and development expenses | | | [removed: 107,726] [added: 118,545] | | | | [removed: 100,536] [added: 107,726] | | | | [removed: 96,004] [added: 100,536] | |

| Acquired in-process research and development (Note 2) | | | [removed: 15,456] [added: 3,855] | | | | [removed: —] [added: 15,456] | | | | — | |

| Purchased intangibles amortization | | | [removed: 10,634] [added: 10,123] | | | | [removed: 9,918] [added: 10,634] | | | | [removed: 13,829] [added: 9,918] | |

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it classifies deferred taxes in 2015 and 2014 due to the adoption of Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes.

February 26, 2016

| Cash and cash equivalents | | $ | 487,665 | | | $ | 422,177 | |

| Total current assets | | | 3,213,533 | | | | 2,817,044 | |

| Intangible assets, net | | | 218,022 | | | | 229,822 | |

| Other assets | | | 146,903 | | | | 151,403 | |

| Total assets | | $ | 4,268,677 | | | $ | 3,874,690 | |

| Total current liabilities | | | 564,076 | | | | 580,486 | |

| Long-term debt | | | 1,493,027 | | | | 1,237,463 | |

| Total long-term liabilities | | | 1,645,750 | | | | 1,399,538 | |

| Total liabilities | | | 2,209,826 | | | | 1,980,024 | |

| Total liabilities and stockholders’ equity | | $ | 4,268,677 | | | $ | 3,874,690 | |

| Net income | | $ | 469,053 | | | $ | 431,620 | | | $ | 450,003 | |

| Net income | | $ | 469,053 | | | $ | 431,620 | | | $ | 450,003 | |

| Gain on sale of building | | | (1,377 | ) | | | — | | | | — | |

| Net income | | | — | | | | — | | | | — | | | | 469,053 | | | | — | | | | — | | | | 469,053 | |

| Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | (68,021 | ) | | | (68,021 | ) |

| Stock options exercised | | | 727 | | | | 7 | | | | 46,557 | | | | — | | | | — | | | | — | | | | 46,564 | |

| Treasury stock | | | — | | | | — | | | | — | | | | — | | | | (334,705 | ) | | | — | | | | (334,705 | ) |

| Stock-based compensation | | | 181 | | | | 2 | | | | 32,841 | | | | — | | | | — | | | | — | | | | 32,843 | |

| Balance December 31, 2015 | | | 157,677 | | | $ | 1,577 | | | $ | 1,490,342 | | | $ | 4,863,566 | | | $ | (4,149,908 | ) | | $ | (146,726 | ) | | $ | 2,058,851 | |

| 2015 | | $ | 7,179 | | | $ | 6,739 | | | $ | (6,422 | ) | | $ | 7,496 | |

| Total | | $ | 2,105,206 | | | $ | — | | | $ | 2,105,206 | | | $ | — | |

| Total | | $ | 4,617 | | | $ | — | | | $ | 402 | | | $ | 4,215 | |

Level 2.

There have been no changes in significant assumptions since December 31, 2014 and the change in fair value since then is primarily due to change in time value of money.

The Company has a total of $441 million authorized for future repurchases under the May 2014 plan.

| 2015 | | $ | 13,266 | | | $ | 8,390 | | | $ | (8,307 | ) | | $ | 13,349 | |

In April 2015 and August 2015, accounting guidance was issued which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability.

The Company elected to retrospectively adopt this guidance as of December 31, 2015 and the prior period presentation of debt issuance costs has been updated to conform with the current period presentation, see Note 8 for details of amounts reclassified.

In November 2015, accounting guidance was issued which simplifies the presentation of deferred income taxes.

The guidance requires that all deferred tax assets and deferred tax liabilities, including any valuation allowances, be classified as long-term in the consolidated balance sheet.

This guidance is effective for annual and interim reporting periods beginning after December 15, 2016 and early adoption is permitted.

The Company elected to retrospectively adopt this guidance as of December 31, 2015 and the prior period presentation of deferred tax assets and deferred tax liabilities have been updated to conform with the current period presentation, see Note 9 for details of amounts reclassified.

This guidance was originally effective for annual and interim reporting periods beginning after December 15, 2016; however, the Financial Accounting Standards Board has amended the standard in August 2015 to delay the effective period by one year.

The Company is currently evaluating its adoption method and the potential impact that the adoption of this standard will have on the Company’s financial position, results of operations and cash flows.

In the third quarter of 2015, accounting guidance was issued which clarifies the measurement of inventory.

The new guidance requires inventory to be measured at the lower of cost and net realizable value.

Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

In January 2016, accounting guidance was issued which primarily affects the classification and measurement of certain financial instruments, principally equity investments and certain financial liabilities.

February 27, 2015

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other current assets | | | 118,302 | | | | 78,800 | |

| Total current assets | | | 2,853,736 | | | | 2,556,255 | |

| Intangible assets, net | | | 232,371 | | | | 239,112 | |

| Other assets | | | 115,406 | | | | 111,980 | |

| Total assets | | $ | 3,877,934 | | | $ | 3,582,629 | |

| Total current liabilities | | | 581,595 | | | | 487,532 | |

| Long-term debt | | | 1,240,000 | | | | 1,190,000 | |

| Total long-term liabilities | | | 1,401,673 | | | | 1,331,924 | |

| Total liabilities | | | 1,983,268 | | | | 1,819,456 | |

| Total liabilities and stockholders’ equity | | $ | 3,877,934 | | | $ | 3,582,629 | |

| Amounts reclassified to selling and administrative expenses | | | 2,886 | | | | 3,678 | | | | 3,055 | |

| Cash and cash equivalents at beginning of period | | | 440,796 | | | | 481,035 | | | | 383,990 | |

| Balance December 31, 2011 | | | 152,757 | | | $ | 1,528 | | | $ | 1,089,959 | | | $ | 3,051,447 | | | $ | (2,880,301 | ) | | $ | (36,055 | ) | | $ | 1,226,578 | |

| Net income | | | — | | | | — | | | | — | | | | 461,443 | | | | — | | | | — | | | | 461,443 | |

| Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,660 | | | | 9,660 | |

| Stock options exercised | | | 630 | | | | 6 | | | | 24,202 | | | | — | | | | — | | | | — | | | | 24,208 | |

| Increase in valuation allowance | | | — | | | | — | | | | (2,354 | ) | | | — | | | | — | | | | — | | | | (2,354 | ) |

| Treasury stock | | | — | | | | — | | | | — | | | | — | | | | (295,878 | ) | | | — | | | | (295,878 | ) |

| Stock-based compensation | | | 243 | | | | 2 | | | | 28,469 | | | | — | | | | — | | | | — | | | | 28,471 | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2012 | | $ | 8,584 | | | $ | 7,298 | | | $ | (7,642 | ) | | $ | 8,240 | |

| Total | | $ | 1,494,823 | | | $ | — | | | $ | 1,494,823 | | | $ | — | |

| Total | | $ | 88 | | | $ | — | | | $ | 88 | | | $ | — | |

typically utilizing third-party pricing services.

The increase in the liability for contingent consideration since the acquisition date is primarily due to change in fair value as the earnout period lapses.

The Company records its derivative transactions in accordance with the accounting standards for derivative instruments and hedging activities, which establish the accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.

All derivatives, whether designated in hedging relationships or not, are required to be recorded on the consolidated balance sheets at fair value as either assets or liabilities, and gains and losses are recorded in cost of sales in the consolidated statements of operations.

The periods of these forward contracts typically range from one to three months and have varying notional amounts, which are intended to be consistent with changes in the underlying exposures.

service is deferred when the product is shipped and revenue is recognized as a multiple-element arrangement when installation is complete.

| 2012 | | $ | 13,258 | | | $ | 7,212 | | | $ | (8,117 | ) | | $ | 12,353 | |

_Subsequent Events_

The Company did not have any material subsequent events, except for the repayment of senior unsecured notes discussed in Note 8, “Debt”.

In July 2013, amended accounting guidance was issued regarding the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists.

| | | December 31, 2013 | | | | | | | | | | | | | | |

| U.S. Treasury securities | | $ | 556,438 | | | $ | 111 | | | $ | (10 | ) | | $ | 556,539 | |

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 December 31, [removed: 2014] [added: 2015] (1) to ensure that information required to be disclosed by the Company, including its consolidated subsidiaries, in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, to allow timely decisions regarding the required disclosure and (2) to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

See Management’s Report on Internal Control Over Financial Reporting in Item 8 on page [removed: 40] [added: 42] of this Form 10-K.

See the report of PricewaterhouseCoopers LLP in Item 8 on page [removed: 41] [added: 43] of this Form 10-K.

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 December 31, [removed: 2014] [added: 2015] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

_Item 10: Directors, Executive Officers and Corporate Governance_

Information regarding the Company’s directors is contained in the definitive proxy statement for the 2015 Annual Meeting of Stockholders under the headings “Election of Directors”, “Directors Meetings and Board Committees”, “Corporate Governance”, “Report of the Audit Committee of the Board of Directors” and “Compensation of Directors and Executive Officers”.

Information regarding compliance with Section 16(a) of the Exchange Act is contained in the Company’s definitive proxy statement for the 2015 Annual Meeting of Stockholders under the heading “Section 16(a) Beneficial Ownership Reporting Compliance.” Information regarding the Company’s Audit Committee and Audit Committee Financial Expert is contained in the definitive proxy statement for the 2015 Annual Meeting of Stockholders under the headings “Report of the Audit Committee of the Board of Directors” and “Directors Meetings and Board Committees”.

Such information is incorporated herein by reference.

Information regarding the Company’s executive officers is contained in Part I of this Form 10-K.

The Company has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of the Company’s employees (including its executive officers) and directors and that is in compliance with Item 406 of Regulation S-K.

The Code has been distributed to all employees of the Company.

In addition, the Code is available on the Company’s website, www.waters.com, under the caption “Governance”.

The Company intends to satisfy the disclosure requirement regarding any amendment to, or waiver of a provision of, the Code applicable to any executive officer or director by posting such information on its website.

The Company shall also provide to any person without charge, upon request, a copy of the Code.

Any such request must be made in writing to the Secretary of the Company, c/o Waters Corporation, 34 Maple Street, Milford, MA 01757.

The Company’s corporate governance guidelines and the charters of the audit committee, compensation committee, and nominating and corporate governance committee of the Board of Directors are available on the Company’s website, www.waters.com, under the caption “Governance”.

The Company shall provide to any person without charge, upon request, a copy of any of the foregoing materials.

The Company has not made any material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors.

Information regarding the Company’s directors is contained in the definitive proxy statement for the 2016 Annual Meeting of Stockholders under the headings “Election of Directors”, “Directors Meetings and Board Committees”, “Corporate Governance”, “Report of the Audit Committee of the Board of Directors” and “Compensation of Directors and Executive Officers”.

Information regarding compliance with Section 16(a) of the Exchange Act is contained in the Company’s definitive proxy statement for the 2016 Annual Meeting of Stockholders under the heading “Section 16(a) Beneficial Ownership Reporting Compliance.” Information regarding the Company’s Audit Committee and Audit Committee Financial Expert is contained in the definitive proxy statement for the 2016 Annual Meeting of Stockholders under the headings “Report of the Audit Committee of the Board of Directors” and “Directors Meetings and Board Committees”.

Such information is incorporated herein by reference.

Information regarding the Company’s executive officers is contained in Part I of this Form 10-K.

The Company has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of the Company’s employees (including its executive officers) and directors and that is in compliance with Item 406 of Regulation S-K.

The Code has been distributed to all employees of the Company.

In addition, the Code is available on the Company’s website, www.waters.com, under the caption “Governance”.

The Company intends to satisfy the disclosure requirement regarding any amendment to, or waiver of a provision of, the Code applicable to any executive officer or director by posting such information on its website.

The Company shall also provide to any person without charge, upon request, a copy of the Code.

Any such request must be made in writing to the Secretary of the Company, c/o Waters Corporation, 34 Maple Street, Milford, MA 01757.

The Company’s corporate governance guidelines and the charters of the audit committee, compensation committee, and nominating and corporate governance committee of the Board of Directors are available on the Company’s website, www.waters.com, under the caption “Governance”.

The Company shall provide to any person without charge, upon request, a copy of any of the foregoing materials.

Any such request must be made in writing to the Secretary of the Company, c/o Waters Corporation, 34 Maple Street, Milford, MA 01757.

The Company has not made any material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors.

This information is contained in the Company’s definitive proxy statement for the [removed: 2015] [added: 2016] Annual Meeting of Stockholders under the headings “Compensation of Directors and Executive Officers”, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report”.

Except for the Equity Compensation Plan information set forth below, this information is contained in the Company’s definitive proxy statement for the [removed: 2015] [added: 2016] Annual Meeting of Stockholders under the heading “Security Ownership of Certain Beneficial Owners and Management”.

The following table provides information as of December 31, [removed: 2014] [added: 2015] about the Company’s common stock that may be issued upon the exercise of options, warrants, and rights under its existing equity compensation plans (in thousands):

| Equity compensation plans approved by security holders | | | [removed: 3,280] [added: 3,154] | | | $ | [removed: 82.85] [added: 96.73] | | | | [removed: 5,128] [added: 4,328] | |

| Total | | | 3,154 | | | $ | 96.73 | | | | 4,328 | |

| Total | | | 3,280 | | | $ | 82.85 | | | | 5,128 | |

This information is contained in the Company’s definitive proxy statement for the [removed: 2015] [added: 2016] Annual Meeting of Stockholders under the headings “Directors Meetings and Board Committees”, “Corporate Governance” and “Compensation of Directors and Executive Officers”.

This information is contained in the Company’s definitive proxy statement for the [removed: 2015] [added: 2016] Annual Meeting of Stockholders under the headings “Ratification of Selection of Independent Registered Public Accounting Firm” and “Report of the Audit Committee of the Board of Directors”.

The consolidated financial statements of the Company and its subsidiaries are filed as part of this Form 10-K and are set forth on pages [removed: 42] [added: 44] to [removed: 81.][added: 84.]

The report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, dated February [removed: 27, 2015,] [added: 26, 2016,] is set forth on page [removed: 41] [added: 43] of this Form 10-K.

| [removed: Exhibit Number] [added: Exhibit Number] | | Description of Document |

| 10.11 | | Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and [removed: Douglas A. Berthiaume.(12)(*)] [added: Arthur G. Caputo.(12)(*)] |

| 10.12 | | Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and [removed: Arthur G. Caputo.(12)(*)] [added: Elizabeth B. Rae.(12)(*)] |

| 10.13 | | Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and [removed: Elizabeth B. Rae.(12)(*)] [added: Eugene G. Cassis.(23)(*)] |

| [removed: 10.14] [added: 10.29] | | Change of Control/Severance Agreement, dated as of [removed: February 27, 2008,] [added: April 1, 2015,] between Waters Corporation and [removed: Eugene G. Cassis.(*)] [added: Michael F. Silveira.(24)(*)] |

| [removed: 10.15] [added: 10.14] | | Amended and Restated Waters Retirement Restoration Plan, effective January 1, 2008.(13)(*) |

| [removed: 10.16] [added: 10.15] | | Amended and Restated Waters Corporation 1996 Non-Employee Director Deferred Compensation Plan, Effective January 1, 2008.(13)(*) |

| [removed: 10.17] [added: 10.16] | | 2014 Waters Corporation Management Incentive [removed: Plan.(*)] [added: Plan.(23)(*)] |

| [removed: 10.18] [added: 10.17] | | Waters Corporation 2009 Employee Stock Purchase [removed: Plan (14)(*)] [added: Plan.(14)(*)] |

| [removed: 10.19] [added: 10.18] | | Note Purchase Agreement, dated as of February 1, 2010, between Waters Corporation and the purchases named therein.(15) |

| [removed: 10.20] [added: 10.19] | | First Amendment to the Note Purchase Agreement, dated as of February 1, 2010.(16) |

| [removed: 10.21] [added: 10.20] | | Note Purchase Agreement, dated March 15, 2011, between Waters Corporation and the purchases named therein.(16) |

| [removed: 10.22] [added: 10.21] | | Waters Corporation 2012 Equity Incentive Plan.(17)(*) |

| [removed: 10.23] [added: 10.22] | | Form of Waters 2012 Stock Option Agreement - Executive Officers.(18)(*) |

| 10.24 | | Form of Waters 2012 [added: Restricted] Stock [removed: Option] Agreement - Directors.(18)(*) |

| [removed: 10.25] [added: 10.23] | | Form of Waters 2012 [removed: Restricted] Stock [added: Option] Agreement - Directors.(18)(*) |

| [removed: 10.26] [added: 10.25] | | Credit Agreement, dated as of June 25, 2013, among Waters Corporation, JPMorgan Chase Bank, N.A., JP Morgan Europe Limited and other Lenders party thereto.(19) |

| 10.27 | | Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - [removed: Five] [added: One] Year Vesting.(21)(*) |

| [removed: 10.28] [added: 10.26] | | Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - [removed: One] [added: Five] Year Vesting.(21)(*) |

| [removed: 10.29] [added: 10.28] | | Note Purchase Agreement, dated June 30, 2014, between Waters Corporation and the purchases named therein.(22) |

| 101 | | The following materials from Waters Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2014,] [added: 2015,] formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity and (vi) Notes to Consolidated Financial Statements. |

For each of the three years in the period ended December 31, [removed: 2014][added: 2015]

| | The change in the valuation allowance during the year ended December 31, [removed: 2014] [added: 2015] is primarily due to the effect of foreign currency translation on a valuation allowance related to a net operating loss [removed: carryforward. During] [added: carryforward and] the [removed: years] [added: release of a valuation allowance related to a foreign tax credit carryforward due to expiration. The change in the valuation allowance during the year] ended December 31, [removed: 2013 and 2012, the Company recorded amounts associated with] [added: 2014 is primarily due to] the [removed: tax benefit] [added: effect of foreign currency translation on a valuation allowance] related to [removed: stock option plans in additional paid-in capital.] [added: a net operating loss carryforward.] |

| [removed: _Corporate] [added: _Senior] Vice President and_ |

Date: February [removed: 27, 2015][added: 26, 2016]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 27, 2015.][added: 26, 2016.]

| [removed: /s/] [added: /S/] DOUGLAS A. BERTHIAUME | | Chairman of the Board of [removed: Directors, President and Chief] [added: Directors] |

| [removed: Douglas A. Berthiaume] [added: Christopher J. O’Connell] | | [removed: Executive Officer] (principal executive officer) |

| [removed: /s/] [added: /S/] EUGENE G. CASSIS | | [removed: Corporate] [added: Senior] Vice President and Chief Financial Officer |

| Exhibit Number | | Description of Document |

| 10.30 | | Credit Agreement, dated as of April 23, 2015, among Waters Corporation, JPMorgan Chase Bank, N.A., JP Morgan Europe Limited and other Lenders party thereto.(24) |

| 10.31 | | President and Chief Executive Employment Agreement.(25)(*) |

| 10.32 | | Change of Control/Severance Agreement, dated as of September 8, 2015, between Waters Corporation and Christopher J. O’Connell.(25)(*) |

| Exhibit Number | | Description of Document |

| (23) | Incorporated by reference to the Registrant’s Report on Form 10-K dated February 27, 2015 (File No. 001-14010). |

| (24) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated May 8, 2015 (File No. 001-14010). |

| (25) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 7, 2015 (File No. 001-14010). |

| --- | --- |

The following additional financial statement schedule should be considered in conjunction with the consolidated financial statements.

All other schedules have been omitted because the required information is either not applicable or not sufficiently material to require submission of the schedule.

| 2015 | | $ | 82,550 | | | $ | 1,363 | | | $ | (15,318 | ) | | $ | 68,595 | |

| --- | --- |

| --- | --- |

| --- | --- | --- |

| /S/ CHRISTOPHER J. O’CONNELL | | President and Chief Executive Officer |

| Douglas A. Berthiaume | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| 2012 | | $ | 10,248 | | | $ | 80,974 | | | $ | 2,354 | | | $ | 93,576 | |