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Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

(a) Documents filed as part of this report:

(1)Financial Statements:

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 46 to 89. The report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, dated February 24, 2017, is set forth on page 39 of this Form 10-K.

(2)Financial Statement Schedule:

See (c) below.

(3)Exhibits:
Exhibit NumberDescription of Document
3.1Second Amended and Restated Certificate of Incorporation of Waters Corporation.(1)
3.2Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of May 12, 1999.(3)
3.3Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of July 27, 2000.(4)
3.4Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of May 25, 2001.(5)
3.5Amended and Restated Bylaws of Waters Corporation, dated as of October 16, 2013.(20)
10.1Waters Corporation Retirement Plan.(2)(*)
10.2Waters Corporation 2003 Equity Incentive Plan.(6)(*)
10.3First Amendment to the Waters Corporation 2003 Equity Incentive Plan.(7)(*)
10.4Form of Director Stock Option Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(8)(*)
10.5Form of Director Restricted Stock Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(8)(*)
10.6Form of Executive Officer Stock Option Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(8)(*)
10.7Second Amendment to the Waters Corporation 2003 Equity Incentive Plan.(9)(*)
10.8Third Amendment to the Waters Corporation 2003 Equity Incentive Plan.(10)(*)
10.9Amended and Restated Waters 401(k) Restoration Plan, effective January 1, 2008.(11)(*)
10.10Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Mark T. Beaudouin.(12)(*)
10.11Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Arthur G. Caputo.(12)(*)
10.12Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Elizabeth B. Rae.(12)(*)
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Exhibit NumberDescription of Document
10.13Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Eugene G. Cassis.(23)(*)
10.14Amended and Restated Waters Retirement Restoration Plan, effective January 1, 2008.(13)(*)
10.15Amended and Restated Waters Corporation 1996 Non-Employee Director Deferred Compensation Plan, Effective January 1, 2008.(13)(*)
10.162014 Waters Corporation Management Incentive Plan.(23)(*)
10.17Waters Corporation 2009 Employee Stock Purchase Plan.(14)(*)
10.18Note Purchase Agreement, dated as of February 1, 2010, between Waters Corporation and the purchases named therein.(15)
10.19First Amendment to the Note Purchase Agreement, dated as of February 1, 2010.(16)
10.20Note Purchase Agreement, dated March 15, 2011, between Waters Corporation and the purchases named therein.(16)
10.21Waters Corporation 2012 Equity Incentive Plan.(17)(*)
10.22Form of Waters 2012 Stock Option Agreement - Executive Officers.(18)(*)
10.23Form of Waters 2012 Stock Option Agreement - Directors.(18)(*)
10.24Form of Waters 2012 Restricted Stock Agreement - Directors.(18)(*)
10.25Credit 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)
10.26Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - Five Year Vesting.(21)(*)
10.27Form of Waters 2012 Restricted Stock Unit Agreement for Executive Officers - One Year Vesting.(21)(*)
10.28Note Purchase Agreement, dated June 30, 2014, between Waters Corporation and the purchases named therein.(22)
10.29Change of Control/Severance Agreement, dated as of April 1, 2015, between Waters Corporation and Michael F. Silveira.(24)(*)
10.30Credit 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)
10.31President and Chief Executive Employment Agreement.(25)(*)
10.32Change of Control/Severance Agreement, dated as of September 8, 2015, between Waters Corporation and Christopher J. O’Connell.(25)(*)
10.33Note Purchase Agreement, dated as of May 12, 2016, between Waters Corporation and the purchasers named therein.(26)
10.34Form of Waters 2012 Performance Stock Unit Award Agreement.(27)(*)
10.35Senior Vice President and Chief Financial Officer Employment Agreement.(*)
10.36Change of Control/Severance Agreement, dated as of January 9, 2017, between Waters Corporation and Sherry L. Buck.(*)
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Exhibit NumberDescription of Document
21.1Subsidiaries of Waters Corporation.
23.1Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
31.1Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(**)
32.2Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(**)
101The following materials from Waters Corporation’s Annual Report on Form 10-K for the year ended December 31, 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.
(1)Incorporated by reference to the Registrant’s Report on Form 10-K dated March 29, 1996 (File No. 001-14010).
(2)Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-96934).
(3)Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 11, 1999 (File No. 001-14010).
(4)Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 8, 2000 (File No. 001-14010).
(5)Incorporated by reference to the Registrant’s Report on Form 10-K dated March 28, 2002 (File No. 001-14010).
(6)Incorporated by reference to the Registrant’s Report on Form S-8 dated November 20, 2003 (File No. 333-110613).
(7)Incorporated by reference to the Registrant’s Report on Form 10-K dated March 12, 2004 (File No. 001-14010).
(8)Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 10, 2004 (File No. 001-14010).
(9)Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 5, 2005 (File No. 001-14010).
(10)Incorporated by reference to the Registrant’s Report on Form 10-K dated March 1, 2007 (File No. 001-14010).
(11)Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 2, 2007 (File No. 001-14010).
(12)Incorporated by reference to the Registrant’s Report on Form 10-K dated February 29, 2008 (File No. 001-14010).
(13)Incorporated by reference to the Registrant’s Report on Form 10-K dated February 27, 2009 (File No. 001-14010).
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(14)Incorporated by reference to the Registrant’s Report on Form S-8 dated July 10, 2009 (File No. 333-160507).
(15)Incorporated by reference to the Registrant’s Report on Form 10-K dated February 26, 2010 (File No. 001-14010).
(16)Incorporated by reference to the Registrant’s Report on Form 10-Q dated May 6, 2011 (File No. 001-14010).
(17)Incorporated by reference to the Registrant’s Report on Form S-8 dated September 5, 2012 (File No. 333-183721).
(18)Incorporated by reference to the Registrant’s Report on Form 8-K dated December 11, 2012 (File No. 001-14010).
(19)Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 1, 2013 (File No. 001-14010).
(20)Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 1, 2013 (File No. 001-14010).
(21)Incorporated by reference to the Registrant’s Report on Form 8-K dated December 11, 2013 (File No. 001-14010).
(22)Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 1, 2014 (File No. 001-14010).
(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).
(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).
(*)Management contract or compensatory plan required to be filed as an Exhibit to this Form 10-K.
(**)This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filing, except to the extent the Company specifically incorporates it by reference.
(b)See Item 15 (a) (3) above.
(c)Financial Statement Schedule:
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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.

WATERS CORPORATION AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For each of the three years in the period ended December 31, 2016

Balance at Beginning of PeriodCharged to Provision for Income Taxes*Other**Balance at End of Period
Valuation allowance for deferred tax assets:
2016$68,595$(5,473)$(1,897)$61,225
2015$82,550$1,363$(15,318)$68,595
2014$94,952$1,505$(13,907)$82,550
*These amounts have been recorded as part of the income statement provision for income taxes. The income statement effects of these amounts have largely been offset by amounts related to changes in other deferred tax balance sheet accounts.
**The change in the valuation allowance during the year ended December 31, 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, 2015 is primarily due to the effect of foreign currency translation on a valuation allowance related to a net operating loss carryforward.

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