WATERS CORP /DE/ — Director's Dealing 2014

Jan 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WATERS CORP /DE/ (WAT)
CIK: 0001000697
Period of Report: 2013-12-31

Reporting Person: CONARD EDWARD (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-31	Phantom Stock Units	$	A	195.93	Acquired		Common Stock (195.93)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40000	Direct

Footnotes

F1: Phantom stock units are convertible into common stock shares on a one to one ratio.

F2: Upon resignation as Director.