Waters (WAT) 10-K risk factor changes: FY2016 vs FY2015

Business and Financial Overview

The Company has two operating segments: Waters® and TA®.

Waters products and services primarily consist of high performance liquid chromatography (“HPLC”), ultra performance liquid chromatography (“UPLC®” and together with HPLC, referred to as “LC”), mass spectrometry (“MS”) and chemistry consumable products and related services.

TA products and services primarily consist of thermal analysis, rheometry and calorimetry instrument systems and service sales.

The Company’s products are used by pharmaceutical, biochemical, industrial, nutritional safety, environmental, academic and governmental customers.

These customers use the Company’s products to detect, identify, monitor and measure the chemical, physical and biological composition of materials and to predict the suitability and stability of fine chemicals, pharmaceuticals, water, polymers, metals and viscous liquids in various industrial, consumer goods and healthcare products.

##### [Table of Contents](#toc)

The Company’s operating results are as follows for the years ended December 31, 2016, 2015 and 2014 (in thousands, except per share data):

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| | | Year Ended December 31, | | | | | | | | | | | | _% change_ | | | | | | |

| | | 2016 | | | | 2015 | | | | 2014 | | | | _2016 vs. 2015_ | | | | _2015 vs. 2014_ | | |

| Revenues: | | | | | | | | | | | | | | | | | | | | |

| Product sales | | $ | 1,460,296 | | | $ | 1,385,256 | | | $ | 1,346,729 | | | | _5_ | _%_ | | | _3_ | _%_ |

| Service sales | | | 707,127 | | | | 657,076 | | | | 642,615 | | | | _8_ | _%_ | | | _2_ | _%_ |

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

| Total net sales | | | 2,167,423 | | | | 2,042,332 | | | | 1,989,344 | | | | _6_ | _%_ | | | _3_ | _%_ |

| Costs and operating expenses: | | | | | | | | | | | | | | | | | | | | |

| Cost of sales | | | 891,453 | | | | 842,672 | | | | 824,913 | | | | _6_ | _%_ | | | _2_ | _%_ |

| Selling and administrative expenses | | | 513,031 | | | | 495,747 | | | | 512,707 | | | | _3_ | _%_ | | | _(3_ | _%)_ |

| Research and development expenses | | | 125,187 | | | | 118,545 | | | | 107,726 | | | | _6_ | _%_ | | | _10_ | _%_ |

| Purchased intangibles amortization | | | 9,889 | | | | 10,123 | | | | 10,634 | | | | _(2_ | _%)_ | | | _(5_ | _%)_ |

| Litigation provisions | | | 3,524 | | | | 3,939 | | | | — | | | | _(11_ | _%)_ | | | _—_ | |

| Acquired in-process research and development | | | — | | | | 3,855 | | | | 15,456 | | | | _(100_ | _%)_ | | | _(75_ | _%)_ |

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

| Operating income | | | 624,339 | | | | 567,451 | | | | 517,908 | | | | _10_ | _%_ | | | _10_ | _%_ |

| _Operating income as a % of sales_ | | | _28.8_ | _%_ | | | _27.8_ | _%_ | | | _26.0_ | _%_ | | | | | | | | |

| Interest expense, net | | | (24,225 | ) | | | (25,532 | ) | | | (27,168 | ) | | | _(5_ | _%)_ | | | _(6_ | _%)_ |

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

| Income from operations before income taxes | | | 600,114 | | | | 541,919 | | | | 490,740 | | | | _11_ | _%_ | | | _10_ | _%_ |

| Provision for income taxes | | | 78,611 | | | | 72,866 | | | | 59,120 | | | | _8_ | _%_ | | | _23_ | _%_ |

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

| Net income | | $ | 521,503 | | | $ | 469,053 | | | $ | 431,620 | | | | _11_ | _%_ | | | _9_ | _%_ |

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

| Net income per diluted common share | | $ | 6.41 | | | $ | 5.65 | | | $ | 5.07 | | | | _13_ | _%_ | | | _11_ | _%_ |

In 2016, the Company’s sales increased 6% as compared to 2015.

The growth was mainly driven by continued strength in our pharmaceutical market followed by growth in our industrial market, which includes sales to industrial chemical, nutritional safety and environmental customers, offset by a decline in sales to our governmental and academic customers.

Instrument systems produced mid-single-digit sales growth during 2016 and our chemistry and service businesses continued to generate high-single-digit growth rates due to higher instrument utilization and a growing base of installed instrument systems.

Geographically, the Company experienced positive sales growth in all major regions on a world-wide basis, led by Asia, which generated double-digit growth during 2016.

This double-digit sales growth rate in Asia was primarily attributed to strong demand for the Company’s products and services in China and a favorable effect of foreign currency translation in Japan.

Principal hedged currencies include the Euro, Japanese yen, British [removed: pound] [added: pound, Mexican peso] and Brazilian real.

At December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] the Company held [removed: forward] foreign [added: currency] exchange contracts with notional amounts totaling [removed: $116] [added: $120] million, [removed: $110] [added: $116] million and [removed: $104] [added: $110] million, respectively.

| | | December 31, [removed: 2015] [added: 2016] | | | | December 31, [removed: 2014] [added: 2015] | | |

| Other current assets | | $ | [removed: 616] [added: 60] | | | $ | [removed: 123] [added: 616] | |

| Other current liabilities | | $ | [removed: 402] [added: 730] | | | $ | [removed: 651] [added: 402] | |

The following is a summary of the activity [added: included] in [added: cost of sales in] the statements of operations related to the [removed: forward] foreign [added: currency] exchange contracts (in thousands):

| | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Realized (losses) gains on closed contracts | | $ | [removed: (2,601] [added: (10,401] | ) | | $ | [removed: 174] [added: (2,601] | [added: )] | | $ | [removed: 8,666] [added: 174] | |

| Unrealized [removed: gains] (losses) [added: gains] on open contracts | | | [removed: 742] [added: (883] | [added: )] | | | [removed: (1,369] [added: 742] | [removed: )] | | | [removed: 361] [added: (1,369] | [added: )] |

| Cumulative net pre-tax [removed: (losses) gains] [added: losses] | | $ | [removed: (1,859] [added: (11,284] | ) | | $ | [removed: (1,195] [added: (1,859] | ) | | $ | [removed: 9,027] [added: (1,195] | [added: )] |

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 [removed: forward] [added: foreign currency exchange] contracts outstanding as of December 31, [removed: 2015] [added: 2016] would decrease pre-tax earnings by approximately $12 million.

As of December 31, [removed: 2015,] [added: 2016,] the carrying value of the Company’s cash and cash equivalents approximated fair value.

Investments with maturities 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 [added: corporate debt securities.]

The Company maintains cash balances in various operating accounts in excess of federally insured limits, and in foreign subsidiary accounts in currencies other than [added: the] U.S. [removed: dollars.][added: dollar.]

As of December 31, [removed: 2015] [added: 2016] and [removed: 2014, $2,346] [added: 2015, $2,766] million out of [removed: $2,399] [added: $2,813] million and [removed: $1,971] [added: $2,346] million out of [removed: $2,055] [added: $2,399] 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: 2015,] [added: 2016,] the Company has no holdings in auction rate securities or commercial paper issued by structured investment vehicles.

The Company is a global company that operates in over 35 countries and, as a result, the Company’s net sales, cost of sales, operating expenses and balance sheet amounts are significantly impacted by fluctuations in foreign currency exchange rates.

The Company is exposed to currency price risk on foreign currency exchange rate fluctuations when it translates its non-U.S. dollar foreign subsidiaries’ financial statements into U.S. dollars, and when any of the Company’s subsidiaries purchase or sell products or services in a currency other than its own currency.

The Company’s principal strategy in managing exposure to changes in foreign currency exchange rates is to 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.

The Company does not specifically enter into any derivatives that hedge foreign-currency-denominated 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.

In addition, $261 million out of $2,813 million and $248 million out of $2,399 million of cash, cash equivalents and investments were held in currencies other than the U.S. dollar at December 31, 2016 and 2015, respectively.

Assuming a hypothetical adverse change of 10% in year-end exchange rates (a strengthening of the U.S. dollar), the fair market value of the Company’s cash, cash equivalents and investments held in currencies other than the U.S. dollar as of December 31, 2016 would decrease by approximately $26 million, of which the majority would be recorded to foreign currency translation in other comprehensive income within stockholders’ equity.

The Company operates on a global basis and is exposed to the risk that its earnings, cash flows and stockholders’ equity could be adversely impacted by fluctuations in currency exchange rates.

The Company attempts to minimize its exposures by using certain financial instruments, for purposes other than trading, in accordance with the Company’s overall risk management guidelines.

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 yen and British pounds.

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.

The Company manages its foreign currency exposures on a consolidated basis, which allows the Company to analyze exposures globally and take into account offsetting exposures in certain balances.

In addition, the Company utilizes derivative and non-derivative financial instruments to further reduce the net exposure to currency fluctuations.

The Company enters into foreign currency exchange contracts to manage exposures to changes in foreign currency exchange rates on certain inter-company balances and short-term assets and liabilities.

corporate debt securities.

| [removed: þ] [added: ☑] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) |

For the fiscal year ended December 31, [removed: 2015][added: 2016]

| [removed: ¨] [added: ☐] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |

[removed: (508)] [added: (508)] 478-2000

Yes [removed: þ] [added: ☑] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: þ][added: ☑]

| Large accelerated filer [removed: þ] [added: ☑] | | Accelerated filer [removed: ¨] [added: ☐] | | Non-accelerated filer [removed: ¨] [added: ☐] | | Smaller reporting company [removed: ¨] [added: ☐] |

State the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of July [removed: 4, 2015: $10,641,836,000.][added: 2, 2016: $11,522,067,374.]

Indicate the number of shares outstanding of the registrant’s common stock as of February [removed: 19, 2016: 81,253,669][added: 17, 2017: 80,085,831]

Portions of the registrant’s definitive proxy statement that will be filed for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders are incorporated by reference in Part III.

| | 1A. | | | [Risk [removed: Factors](#toc108530_2)] [added: Factors](#toc268303_2)] | | | 12 | |

| | 1B. | | | [Unresolved Staff [removed: Comments](#toc108530_3)] [added: Comments](#toc268303_3)] | | | [removed: 17] [added: 19] | |

| | 3. | | | [Legal [removed: Proceedings](#toc108530_5)] [added: Proceedings](#toc268303_5)] | | | [removed: 18] [added: 20] | |

| | 4. | | | [Mine Safety [removed: Disclosures](#toc108530_6)] [added: Disclosures](#toc268303_6)] | | | [removed: 18] [added: 20] | |

| | | | | [Executive Officers of the [removed: Registrant](#toc108530_7)] [added: Registrant](#toc268303_7)] | | | [removed: 18] [added: 20] | |

| | 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#toc108530_8)] [added: Securities](#toc268303_8)] | | | [removed: 20] [added: 22] | |

| | 6. | | | [Selected Financial [removed: Data](#toc108530_9)] [added: Data](#toc268303_9)] | | | [removed: 22] [added: 25] | |

| | 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#toc108530_10)] [added: Operations](#toc268303_10)] | | | [removed: 22] [added: 25] | |

| | 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#toc108530_11)] [added: Risk](#toc268303_11)] | | | [removed: 40] [added: 42] | |

| | 8. | | | [Financial Statements and Supplementary [removed: Data](#toc108530_12)] [added: Data](#toc268303_12)] | | | [removed: 42] [added: 44] | |

| | 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#toc108530_13)] [added: Disclosure](#toc268303_13)] | | | [removed: 85] [added: 90] | |

| | 9A. | | | [Controls and [removed: Procedures](#toc108530_14)] [added: Procedures](#toc268303_14)] | | | [removed: 85] [added: 90] | |

| | 9B. | | | [Other [removed: Information](#toc108530_15)] [added: Information](#toc268303_15)] | | | [removed: 85] [added: 90] | |

| | 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#toc108530_16)] [added: Governance](#toc268303_16)] | | | [removed: 86] [added: 91] | |

| | 11. | | | [Executive [removed: Compensation](#toc108530_17)] [added: Compensation](#toc268303_17)] | | | [removed: 86] [added: 91] | |

| | 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc108530_18)] [added: Matters](#toc268303_18)] | | | [removed: 86] [added: 91] | |

| | 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#toc108530_19)] [added: Independence](#toc268303_19)] | | | [removed: 87] [added: 92] | |

| | 14. | | | [Principal Accountant Fees and [removed: Services](#toc108530_20)] [added: Services](#toc268303_20)] | | | [removed: 87] [added: 92] | |

| | 15. | | | [Exhibits and Financial Statement [removed: Schedules](#toc108530_21)] [added: Schedules](#toc268303_21)] | | | [removed: 88] [added: 93] | |

Waters Corporation [removed: (“Waters®” or the] [added: (the] “Company”) is an analytical instrument manufacturer that primarily designs, manufactures, sells and [removed: services, through its Waters Division,] [added: 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.

[removed: Through its TA Division (“TA®”),] [added: In addition,] the Company [removed: primarily] designs, manufactures, sells and services thermal analysis, rheometry and calorimetry [removed: instruments.][added: instruments through its TA® product line.]

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

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

[removed: Waters,] [added: Waters Corporation,] organized as a Delaware corporation in 1991, is a holding company that owns all of the outstanding common stock of Waters Technologies Corporation, its operating subsidiary.

Waters [added: Corporation] became a publicly-traded company with its initial public offering (“IPO”) in November 1995.

Since the IPO, the Company has added two significant and complementary technologies to its range of products with the acquisitions of TA Instruments in May 1996 and Micromass Limited [removed: (“Micromass®”)] in September 1997.

As a result of this evaluation, the Company determined that it has two operating segments: [removed: Waters Division] [added: Waters®] and [removed: TA Division.][added: TA.]

The Company’s two operating [removed: segments, Waters Division and TA Division,] [added: segments] have similar economic characteristics; product processes; products and services; types and classes of customers; methods of [removed: distribution] [added: distribution;] and regulatory environments.

Information concerning revenues and long-lived assets attributable to each of the Company’s products, services and geographic areas is set forth in Note [removed: 15] [added: 16] in the Notes to the Consolidated Financial Statements, which is incorporated herein by reference.

The Company believes that HPLC’s performance capabilities enable it to [removed: separate and] [added: separate,] identify [added: and quantify] approximately 80% of all known chemicals and materials.

10-K 1 d268303d10k.htm 10-K

Yes ☑ No ☐

Yes ☑ No ☐

Yes ☐ No ☑

| | 1. | | | [Business](#toc268303_1) | | | 1 | |

| | 2. | | | [Properties](#toc268303_4) | | | 19 | |

| | 16. | | | [Form 10-K Summary](#toc268303_22) | | | 97 | |

| | | | | [Signatures](#toc268303_23) | | | 98 | |

Waters Products and Markets

The

In 2016, the Company continued to expand its column chemistry capabilities through the introduction of CORTECS® C8, CORTECS® Phenyl, CORTECS® T3 and CORTECS® Shield RP18.

In addition, the Company expanded its TorusTM SFC column line through the introduction of four new preparative SFC columns, which are typically larger diameter columns designed for purification laboratories investigating drug compounds, natural products or synthetic chemicals.

In 2016, the Company announced a single extraction method for the detection of aflatoxins and fumonisins in corn and grain using the Afla-V® AQUA and Fumo-V® AQUA.

These instrument systems are used in drug discovery and

In 2016, the Company introduced the Xevo® TQ-XS mass spectrometry system enabled by the newly designed StepWaveTM SX ion guide, which features a unique combination of ion optics, detection and ionization technologies resulting in levels of sensitivity not previously seen.

The Company also introduced SONAR in 2016, which is a new data acquisition technology for use with the Xevo G2-XS that allows for the quantification and identification of lipids, metabolites and proteins in complex samples in a more efficient manner.

In 2016, the Company announced two reference libraries available within UNIFI, the Metabolic Profiling CCS Library and the _Rapi_Fluor-MS® Glycan GU Scientific Library.

The Company also introduced Symphony Data Pipeline software in 2016, which is a client-server application that automates the movement and transformation of large amounts of LC-MS data to speed up analytical workflows and liberate scientists from mundane yet necessary tasks associated with managing data files.

TA Products and Markets

different types of “loading” or other conditions.

In 2016, TA introduced a new line of differential scanning calorimeters and thermogravimetric analyzers.

These new Discovery DSC systems feature enhanced sensing technologies resulting in unprecedented performance in baseline flatness, sensitivity, resolution and reproducibility.

In addition, TA introduced the ACS-2 Air Chiller System, ElectroForce 3310 test instrument and DuraPulseTM Stent Graft test instrument in 2016.

In September 2016, the Company acquired all of the outstanding stock of Rubotherm GmbH (“Rubotherm”), a manufacturer of gravimetric analysis systems, for approximately $6 million in cash, $5 million of which was paid at closing and an additional $1 million paid after closing to settle certain liabilities.

Rubotherm develops and manufactures analytical test instruments for thermogravimetric and sorption measurements that are used in both industrial and academic research laboratories in disciplines that include chemistry, material science and engineering.

The Rubotherm acquisition will help support and further expand product offerings within TA’s thermal analysis business.

Purchase of the Company’s instrument systems is

The Company primarily manufactures and distributes its LC columns at its facilities in Taunton, Massachusetts and Wexford, Ireland.

The Company manufactures and distributes its Analytical Standards and Reagents and Environmental Resource Associates (“ERA”) product lines at its facility in Golden, Colorado, which is certified to ISO 9001:2015 and accredited to ISO/IEC 17025, ISO/IEC 17043 and ISO Guide 34.

Some ERA products are also manufactured in the Wexford, Ireland facility.

In addition, the Company continues to monitor environmental health and safety regulations in countries in which it operates throughout the world, in particular, European Union and China Restrictions on the use of certain Hazardous Substances in electrical and electronic equipment (RoHS) and European Union Waste Electrical and Electronic Equipment directives.

Further information regarding these regulations is available on the Company’s website, www.waters.com, under the caption “About Waters / Environmental Health & Safety”.

| | of the Company’s products, completion of purchase order documentation by our customers and ability of customers to obtain letters of credit or other financing alternatives. |

This may result in a decline in sales in the future, increased rate of order cancellations or delays, increased risk of excess or obsolete inventories, longer sales cycles and potential difficulty in collecting sales proceeds.

significant, robust sales will be realized.

In addition, despite testing prior to the release and throughout the lifecycle of a product or service, the Company’s software or hardware may contain coding or manufacturing errors that could impact their function, performance and security, and result in other negative consequences.

The detection and correction of any errors in released software or hardware can be time consuming and costly.

This could delay the development or release of new products or services, or new versions of products or services, create security vulnerabilities in the Company’s products or services, and adversely affect market acceptance of products or services.

If the Company experiences errors or delays in releasing its software or hardware, or new versions thereof, its sales could be affected and revenues could decline.

Errors in software or hardware could expose the Company to product liability, performance and warranty claims as well as harm to brand and reputation, which could impact future sales.

10-K 1 d108530d10k.htm 10-K

##### [Table of Contents](#toc)

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

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

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

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

Waters Division

In 2013, the Company introduced the ACQUITY® Advanced Polymer Chromatography® (“APCTM”) system.

This system delivers improved polymer peak resolution, particularly for low molecular weight polymers and oligomers, up to 20 times faster than traditional gel permeation chromatography.

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

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

In 2013, the Company introduced the SYNAPT® G2-S_i_, which combines the unique power of travelling wave (“T-WaveTM”) ion mobility separations with new data acquisition and informatics technologies, and collision cross-section measurements.

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 August 2013, the Company acquired Nonlinear Dynamics Ltd. (“Nonlinear Dynamics”), a developer of proteomics and metabolomics software, for $23 million in cash.

Waters and Nonlinear Dynamics collaborated on the development of the Company’s TransOmics™ Informatics, a scalable solution for proteomics, metabolomics, and lipidomics analysis, which was introduced in 2012.

In 2014, the Company introduced Progenesis® QI and Progenesis® QI for Proteomics.

TA Division

For example, the Q-SeriesTM family of differential scanning calorimeters has included a range of instruments, from basic dedicated analyzers to more expensive systems that can accommodate robotic sample handlers and a variety of sample cells and temperature control features for analyzing a broad range of materials.

In 2011, TA introduced the Discovery DSC, Discovery TGA and Discovery Hybrid Rheometer, which provide leading measurement performance in the fields of differential scanning calorimetry and rheometry.

In July 2013, the Company acquired Scarabaeus Mess-und Prodktionstechnik GmbH (“Scarabaeus”), a manufacturer of rheometers for the rubber and elastomer markets, for $4 million in cash.

Key products developed by Scarabaeus include a Mooney Viscometer, Moving Die Rheometer (MDR), Rubber Process Analyzer (RPA) and automated density and hardness testers.

The RPA includes many test features and analysis functions that are being used in the latest research and development efforts for rubber and related materials technology.

In December 2013, the Company acquired Expert Systems Solutions S.r.l.

(“ESS”), a manufacturer of advanced thermal analysis instruments, for $3 million in cash.

ESS manufactures a variety of heating microscopes, optical dilatometers and optical fleximeters, with a particular focus on the ceramics industry.

In December 2013, the Company acquired the net assets of LaserComp Inc. (“LaserComp”), a manufacturer of thermal conductivity measurement instruments, for $12 million in cash.

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

TA sells, supports and services TA’s product

offerings through its headquarters in New Castle, Delaware.

Company’s quality requirements.

Environmental Resource Associates manufactures environmental proficiency kits in Golden, Colorado.

These licensing arrangements are significantly related to new, biologically-focused applications, as well as other applications, and require the Company to make additional future payments of up to $12 million if certain milestones are achieved, as well as royalties on future net sales.

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.

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

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in _Internal [removed: Control — Integrated] [added: Control_ _—_ _Integrated] Framework 2013_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our evaluation under the framework in _Internal [removed: Control — Integrated] [added: 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: 2015.][added: 2016.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] 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’ [removed: equity,] [added: equity] and cash flows present fairly, in all material respects, the financial position of Waters Corporation and its subsidiaries [removed: at] [added: as of] December 31, [removed: 2015] [added: 2016] and December 31, [removed: 2014] [added: 2015,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2015] [added: 2016] in conformity with accounting principles generally accepted in the United States of America.

In addition, in our opinion, the financial statement schedule [removed: listed] [added: of valuation and qualifying accounts appearing] in the index appearing under Item [removed: 15(a)(2)] [added: 15(a)(2)(c)] presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on criteria established in [removed: _Internal Control—Integrated] [added: Internal Control — Integrated] Framework [removed: 2013_] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

[added: |] /s/ PricewaterhouseCoopers LLP [added: |]

[added: |] Boston, Massachusetts [added: |]

| | | [added: 2016 | | | |] 2015 | | | | 2014 | | |

| Cash and cash equivalents [added: at beginning of period] | | [removed: $] | 487,665 | | | [removed: $] | 422,177 | | [added: | | 440,796 | |]

| Investments | | | [removed: 1,911,598] [added: 2,307,401] | | | | [removed: 1,633,211] [added: 1,911,598] | |

| Accounts receivable, net | | | [removed: 468,315] [added: 489,340] | | | | [removed: 433,616] [added: 468,315] | |

| Inventories | | | [removed: 263,415] [added: 262,682] | | | | [removed: 246,430] [added: 263,415] | |

| Other current assets | | | [removed: 82,540] [added: 70,391] | | | | [removed: 81,610] [added: 82,540] | |

| Total current assets | | | [removed: 3,213,533] [added: 3,635,445] | | | | [removed: 2,817,044] [added: 3,213,533] | |

| Property, plant and equipment, net | | | [removed: 333,355] [added: 337,118] | | | | [removed: 321,583] [added: 333,355] | |

| Intangible assets, net | | | [removed: 218,022] [added: 207,055] | | | | [removed: 229,822] [added: 218,022] | |

| Goodwill | | | [removed: 356,864] [added: 352,080] | | | | [removed: 354,838] [added: 356,864] | |

| Other assets | | | [removed: 146,903] [added: 130,361] | | | | [removed: 151,403] [added: 146,903] | |

| Total assets | | $ | [removed: 4,268,677] [added: 4,662,059] | | | $ | [removed: 3,874,690] [added: 4,268,677] | |

| Notes payable and debt | | $ | [removed: 175,309] [added: 125,297] | | | $ | [removed: 225,230] [added: 175,309] | |

| Accounts payable | | | [removed: 70,573] [added: 67,740] | | | | [removed: 65,704] [added: 70,573] | |

| Accrued employee compensation | | | [removed: 54,653] [added: 57,465] | | | | [removed: 47,198] [added: 54,653] | |

| Deferred revenue and customer advances | | | [removed: 141,505] [added: 148,837] | | | | [removed: 129,706] [added: 141,505] | |

| Accrued income taxes | | | [removed: 14,894] [added: 15,244] | | | | [removed: 15,143] [added: 14,894] | |

| Accrued warranty | | | [removed: 13,349] [added: 13,391] | | | | [removed: 13,266] [added: 13,349] | |

| Other current liabilities | | | [removed: 93,793] [added: 92,347] | | | | [removed: 84,239] [added: 93,793] | |

| Total current liabilities | | | [removed: 564,076] [added: 520,321] | | | | [removed: 580,486] [added: 564,076] | |

| Long-term debt | | | [removed: 1,493,027] [added: 1,701,966] | | | | [removed: 1,237,463] [added: 1,493,027] | |

| Long-term portion of retirement benefits | | | [removed: 77,063] [added: 72,568] | | | | [removed: 85,230] [added: 77,063] | |

| Long-term income tax liabilities | | | [removed: 14,884] [added: 10,458] | | | | [removed: 20,397] [added: 14,884] | |

| Other long-term liabilities | | | [removed: 60,776] [added: 54,797] | | | | [removed: 56,448] [added: 60,776] | |

| Total long-term liabilities | | | [removed: 1,645,750] [added: 1,839,789] | | | | [removed: 1,399,538] [added: 1,645,750] | |

| Total liabilities | | | [removed: 2,209,826] [added: 2,360,110] | | | | [removed: 1,980,024] [added: 2,209,826] | |

| Commitments and contingencies (Notes 8, 9, 10, 11 and [removed: 14)] [added: 15)] | | | | | | | | |

| Preferred stock, par value $0.01 per share, 5,000 shares authorized, none issued at December 31, [removed: 2015] [added: 2016] and December 31, [removed: 2014] [added: 2015] | | | — | | | | — | |

| Common stock, par value $0.01 per share, 400,000 shares authorized, [removed: 157,677] [added: 158,634] and [removed: 156,716] [added: 157,677] shares issued, [removed: 81,472] [added: 80,023] and [removed: 83,147] [added: 81,472] shares outstanding at December 31, [removed: 2015] [added: 2016] and December 31, [removed: 2014,] [added: 2015,] respectively | | | [removed: 1,577] [added: 1,586] | | | | [removed: 1,567] [added: 1,577] | |

| Additional paid-in capital | | | [removed: 1,490,342] [added: 1,607,241] | | | | [removed: 1,392,494] [added: 1,490,342] | |

| Retained earnings | | | [removed: 4,863,566] [added: 5,385,069] | | | | [removed: 4,394,513] [added: 4,863,566] | |

| Treasury stock, at cost, [removed: 76,205] [added: 78,611] and [removed: 73,569] [added: 76,205] shares at December 31, [removed: 2015] [added: 2016] and December 31, [removed: 2014,] [added: 2015,] respectively | | | [removed: (4,149,908] [added: (4,475,667] | ) | | | [removed: (3,815,203] [added: (4,149,908] | ) |

| |

| --- |

| February 24, 2017 |

| Cash and cash equivalents | | $ | 505,631 | | | $ | 487,665 | |

| Revenues: | | | | | | | | | | | | |

| Costs and operating expenses: | | | | | | | | | | | | |

| Total costs and operating expenses | | | 1,543,084 | | | | 1,474,881 | | | | 1,471,436 | |

| Net income | | $ | 521,503 | | | $ | 469,053 | | | $ | 431,620 | |

| Net income | | $ | 521,503 | | | $ | 469,053 | | | $ | 431,620 | |

| Net income | | | — | | | | — | | | | — | | | | 521,503 | | | | — | | | | — | | | | 521,503 | |

| Other comprehensive loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | (69,554 | ) | | | (69,554 | ) |

| Stock options exercised | | | 730 | | | | 7 | | | | 55,904 | | | | — | | | | — | | | | — | | | | 55,911 | |

| Treasury stock | | | — | | | | — | | | | — | | | | — | | | | (325,759 | ) | | | — | | | | (325,759 | ) |

| Stock-based compensation | | | 174 | | | | 1 | | | | 40,874 | | | | — | | | | — | | | | — | | | | 40,875 | |

| Balance December 31, 2016 | | | 158,634 | | | $ | 1,586 | | | $ | 1,607,241 | | | $ | 5,385,069 | | | $ | (4,475,667 | ) | | $ | (216,280 | ) | | $ | 2,301,949 | |

In addition, the Company designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments through its TA® product line.

The functional currency of each of the Company’s foreign operating subsidiaries is the local currency of that particular country, 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.

In 2016 and 2015, foreign currency transactions resulted in a net gain of $4 million and a net loss of $3 million, respectively.

Gains and losses from foreign currency transactions were not material for 2014.

In addition, $261 million out of $2,813 million and $248 million out of $2,399 million of cash, cash equivalents and investments were held in currencies other than the U.S. dollar at December 31, 2016 and 2015, respectively.

worthiness.

| 2016 | | $ | 7,496 | | | $ | 6,912 | | | $ | (5,751 | ) | | $ | 8,657 | |

Whenever events or circumstances indicate that the carrying amount of an asset

During the year ended December 31, 2016, the Company sold an equity investment that was accounted for using the equity method of accounting and was included in other assets in the consolidated balance sheet for $4 million in cash.

The investment had a carrying value of $2 million, which resulted in a gain on the sale of $2 million.

This investment had a balance of $2 million as of December 31, 2015 and the Company has no long-term investments remaining as of December 31, 2016.

| Total | | $ | 2,463,209 | | | $ | 30,954 | | | $ | 2,432,255 | | | $ | — | |

| Foreign currency exchange contracts | | | 730 | | | | — | | | | 730 | | | | — | |

| Total | | $ | 3,737 | | | $ | — | | | $ | 730 | | | $ | 3,007 | |

_Fair Value of 401(k) Restoration Plan Assets_

The 401(k) Restoration Plan is a nonqualified defined contribution plan and, in 2016 and 2015, the assets were held in registered mutual funds.

The Company has revised the classification of the 401(k) Restoration Plan assets

from Level 2 to Level 1 at December 31, 2015 to correct the classification.

The Company concluded that the error was not material to the prior period financial statements.

_Fair Value of Cash Equivalents, Investment and Foreign Currency Exchange Contracts_

The Company is a global company that operates in over 35 countries and, as a result, the Company’s net sales, cost of sales, operating expenses and balance sheet amounts are significantly impacted by fluctuations in foreign currency exchange rates.

The Company is exposed to currency price risk on foreign currency exchange rate fluctuations when it translates its non-U.S. dollar foreign subsidiaries’ financial statements into U.S. dollars, and when any of the Company’s subsidiaries purchase or sell products or services in a currency other than its own currency.

The Company’s principal strategy in managing exposure to changes in foreign currency exchange rates is to 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.

The Company does not specifically enter into any derivatives that hedge foreign-currency-denominated 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.

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

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

| Total cost of sales | | | 842,672 | | | | 824,913 | | | | 783,456 | |

| Gross profit | | | 1,199,660 | | | | 1,164,431 | | | | 1,120,762 | |

| Other expense (Note 3) | | | — | | | | — | | | | (1,575 | ) |

| Amounts reclassified to other expense | | | — | | | | — | | | | 1,575 | |

| Unrealized (losses) gains on investments before income taxes | | | (1,825 | ) | | | (532 | ) | | | 1,709 | |

| Cash and cash equivalents at beginning of period | | | 422,177 | | | | 440,796 | | | | 481,035 | |

| Balance December 31, 2012 | | | 153,696 | | | $ | 1,537 | | | $ | 1,155,504 | | | $ | 3,512,890 | | | $ | (3,176,179 | ) | | $ | (26,395 | ) | | $ | 1,467,357 | |

| Net income | | | — | | | | — | | | | — | | | | 450,003 | | | | — | | | | — | | | | 450,003 | |

| Stock options exercised | | | 1,281 | | | | 13 | | | | 64,128 | | | | — | | | | — | | | | — | | | | 64,141 | |

| Increase in valuation allowance | | | — | | | | — | | | | (892 | ) | | | — | | | | — | | | | — | | | | (892 | ) |

| Treasury stock | | | — | | | | — | | | | — | | | | — | | | | (301,580 | ) | | | — | | | | (301,580 | ) |

| 2013 | | $ | 8,240 | | | $ | 4,386 | | | $ | (5,569 | ) | | $ | 7,057 | |

All long-term investments at December 31, 2015 and 2014 are included in other assets and amounted to $2 million in both years.

| Total | | $ | 1,763,320 | | | $ | — | | | $ | 1,763,320 | | | $ | — | |

| Foreign currency exchange contract agreements | | | 651 | | | | — | | | | 651 | | | | — | |

| Total | | $ | 4,263 | | | $ | — | | | $ | 651 | | | $ | 3,612 | |

Level 2.

The Company operates on a global basis and is exposed to the risk that its earnings, cash flows and stockholders’ equity could be adversely impacted by fluctuations in currency exchange rates.

The Company enters into foreign currency exchange contracts to manage exposures to changes in foreign currency exchange rates on certain inter-company balances and short-term assets and liabilities.

As of December 31, 2015, the Company repurchased an aggregate of 7.6 million shares at a cost of $750 million under the May 2012 repurchase program, which is now completed.

| 2013 | | $ | 12,353 | | | $ | 8,466 | | | $ | (7,857 | ) | | $ | 12,962 | |

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.

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.

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.

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

| | | December 31, 2014 | | | | | | | | | | | | | | |

| U.S. Treasury securities | | $ | 626,683 | | | $ | 246 | | | $ | (157 | ) | | $ | 626,772 | |

| Corporate debt securities | | | 984,668 | | | | 125 | | | | (688 | ) | | | 984,105 | |

| Total | | $ | 1,700,666 | | | $ | 441 | | | $ | (845 | ) | | $ | 1,700,262 | |

| Investments | | | 1,633,615 | | | | 441 | | | | (845 | ) | | | 1,633,211 | |

In the year ended December 31, 2013, the Company recorded a $2 million charge for an other-than-temporary impairment to an investment.

The carrying value of the building was $4 million and was included in other current assets in the consolidated balance sheet at December 31, 2014.

The Company has allocated $2 million of the purchase price to intangible assets comprised of customer relationships, which is being amortized over 10 years.

The Company has allocated $4 million of the purchase price to intangible assets comprised of technology, customer relationships and trade name.

The Company is amortizing the technology and customer relationships over ten years and five years, respectively.

The remaining purchase price of $1 million was accounted for as goodwill, which is deductible for tax purposes.

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: 2015] [added: 2016] (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: 42] [added: 44] of this Form 10-K.

See the report of PricewaterhouseCoopers LLP in Item 8 on page [removed: 43] [added: 45] 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: 2015] [added: 2016] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Information regarding the Company’s directors is contained in the definitive proxy statement for the [removed: 2016] [added: 2017] 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 [removed: 2016] [added: 2017] 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 [removed: 2016] [added: 2017] Annual Meeting of Stockholders under the headings “Report of the Audit Committee of the Board of Directors” and “Directors Meetings and Board Committees”.

This information is contained in the Company’s definitive proxy statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders under the headings “Compensation of Directors and Executive Officers”, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report”.

| Item 12: | _Security Ownership of Certain Beneficial Owners and [removed: Management and] [added: Management_ _and] Related Stockholder Matters_ |

Except for the Equity Compensation Plan information set forth below, this information is contained in the Company’s definitive proxy statement for the [removed: 2016] [added: 2017] 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: 2015] [added: 2016] 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: 3,154] [added: 2,697] | | | $ | [removed: 96.73] [added: 106.55] | | | | [removed: 4,328] [added: 3,840] | |

| Total | | | 2,697 | | | $ | 106.55 | | | | 3,840 | |

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

This information is contained in the Company’s definitive proxy statement for the [removed: 2016] [added: 2017] 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: 2016] [added: 2017] 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: 44] [added: 46] to [removed: 84.][added: 89.]

The report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, dated February [removed: 26, 2016,] [added: 24, 2017,] is set forth on page [removed: 43] [added: 39] of this Form 10-K.

| 101 | | The following materials from Waters Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2015,] [added: 2016,] 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: 2015][added: 2016]

| | The change in the valuation allowance during the year ended December 31, [removed: 2015] [added: 2016] is primarily due to the effect of foreign currency translation on a valuation allowance related to a net operating loss carryforward and the 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: 2014] [added: 2015] is primarily due to the effect of foreign currency translation on a valuation allowance related to a net operating loss carryforward. |

| [removed: _Senior] [added: 10.35 | | Senior] Vice President [removed: and_] [added: and Chief Financial Officer Employment Agreement.(*)] |

| 10.33 | | Note Purchase Agreement, dated as of May 12, 2016, between Waters Corporation and the purchasers named therein.(26) |

| 10.34 | | Form of Waters 2012 Performance Stock Unit Award Agreement.(27)(*) |

| 10.36 | | Change of Control/Severance Agreement, dated as of January 9, 2017, between Waters Corporation and Sherry L. Buck.(*) |

| (26) | Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 5, 2016 (File No. 001-14010). |

| (27) | Incorporated by reference to the Registrant’s Report on Form 8-K dated December 15, 2016 (File No. 001-14010). |

| 2016 | | $ | 68,595 | | | $ | (5,473 | ) | | $ | (1,897 | ) | | $ | 61,225 | |

| --- | --- |

| --- | --- |

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

| | | |

##### [Table of Contents](#toc)

| 2013 | | $ | 93,576 | | | $ | 484 | | | $ | 892 | | | $ | 94,952 | |

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/ EUGENE G. CASSIS |

| Eugene G. Cassis |

| _Chief Financial Officer_ |

Date: February 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 26, 2016.

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

| Christopher J. O’Connell | | (principal executive officer) |

| /S/ EUGENE G. CASSIS | | Senior Vice President and Chief Financial Officer |

| Eugene G. Cassis | | (principal financial officer) |

| /S/ DOUGLAS A. BERTHIAUME | | Chairman of the Board of Directors |

| Douglas A. Berthiaume | | |

| /S/ JOSHUA BEKENSTEIN | | Director |

| Joshua Bekenstein | | |

| /S/ DR. MICHAEL J. BERENDT | | Director |

| Dr. Michael J. Berendt | | |

| /S/ EDWARD CONARD | | Director |

| Edward Conard | | |

| /S/ DR. LAURIE H. GLIMCHER | | Director |

| Dr. Laurie H. Glimcher | | |

| /S/ CHRISTOPHER A. KUEBLER | | Director |

| Christopher A. Kuebler | | |

| /S/ WILLIAM J. MILLER | | Director |

| William J. Miller | | |

| /S/ JOANN A. REED | | Director |

| JoAnn A. Reed | | |

| /S/ THOMAS P. SALICE | | Director |

| Thomas P. Salice | | |

The optional summary in Item 16 has not been included in this Form 10-K.

##### [Table of Contents](#toc)

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/ SHERRY L. BUCK |

| Sherry L. Buck |

| _Senior Vice President and_ |

| _Chief Financial Officer_ |

Date: February 24, 2017

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 24, 2017.

| | | |

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

| | | |

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

| Christopher J. O’Connell | | (principal executive officer) |

| | | |

| /S/ SHERRY L. BUCK | | Senior Vice President and Chief Financial Officer |

| Sherry L. Buck | | (principal financial officer) (principal accounting officer) |

| | | |

| /S/ DOUGLAS A. BERTHIAUME | | Chairman of the Board of Directors |

| Douglas A. Berthiaume | | |

| | | |

| /S/ JOSHUA BEKENSTEIN | | Director |

| Joshua Bekenstein | | |

| | | |

| /S/ DR. MICHAEL J. BERENDT | | Director |

| Dr. Michael J. Berendt | | |

| | | |

| /S/ EDWARD CONARD | | Director |

| Edward Conard | | |

| | | |

| /S/ DR. LAURIE H. GLIMCHER | | Director |

| Dr. Laurie H. Glimcher | | |

| | | |

| /S/ CHRISTOPHER A. KUEBLER | | Director |

| Christopher A. Kuebler | | |