10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 01-14010

Waters Corporation

(Exact name of registrant as specified in its charter)

Delaware	13-3668640
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

34 Maple Street

Milford, Massachusetts 01757

(Address, including zip code, of principal executive offices)

(508) 478-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:	Common Stock, par value $0.01 per share
	New York Stock Exchange, Inc.
	Series A Junior Participating Preferred Stock, par value $0.01 per share
	New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:	None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ        No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨        No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  þ        No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  þ        No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  þ	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company  ¨
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨        No  þ

State the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2012: $6,966,563,351.

Indicate the number of shares outstanding of the registrant’s common stock as of February 22, 2013: 85,886,844

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the 2013 Annual Meeting of Stockholders are incorporated by reference in Part III.

WATERS CORPORATION AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K

INDEX

Item No.			Page
		PART I
	1.	Business		1
	1A.	Risk Factors		10
	1B.	Unresolved Staff Comments		14
	2.	Properties		14
	3.	Legal Proceedings		15
	4.	Mine Safety Disclosures		16
		Executive Officers of the Registrant		16
		PART II
	5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		17
	6.	Selected Financial Data		19
	7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
	7A.	Quantitative and Qualitative Disclosures About Market Risk		35
	8.	Financial Statements and Supplementary Data		38
	9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		78
	9A.	Controls and Procedures		78
	9B.	Other Information		78
		PART III
	10.	Directors, Executive Officers and Corporate Governance		79
	11.	Executive Compensation		79
	12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		79
	13.	Certain Relationships and Related Transactions, and Director Independence		80
	14.	Principal Accountant Fees and Services		80
		PART IV
	15.	Exhibits, Financial Statement Schedules		81
		Signatures		86

PART I

Item 1: Business

General

Waters Corporation (“Waters^®” or the “Company”) is an analytical instrument manufacturer that primarily designs, manufactures, sells and services, through its Waters Division, high performance liquid chromatography (“HPLC”), ultra performance liquid chromatography (“UPLC^®” and together with HPLC, referred to as “LC”) and mass spectrometry (“MS”) technology systems and support products, including chromatography columns, other consumable products and comprehensive post-warranty service plans. These systems are complementary products that are frequently employed together (“LC-MS”) and sold as integrated instrument systems using a common software platform and are used along with other analytical instruments. Through its TA Division (“TA^®”), the Company primarily designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments. The Company is also a developer and supplier of software-based products that interface with the Company’s instruments and are typically purchased by customers as part of the instrument system.

The Company’s products are used by pharmaceutical, life science, 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, as well as to purify a full range of compounds. These instruments are used in drug discovery and development, including clinical trial testing, the analysis of proteins in disease processes (known as “proteomics”), nutritional safety analysis and environmental testing. The Company’s thermal analysis, rheometry and calorimetry instruments are used in predicting the suitability of fine chemicals, pharmaceuticals, water, polymers and viscous liquids for uses in various industrial, consumer goods and healthcare products, as well as for life science research.

Waters, 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 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 (“Micromass^®”) in September 1997.

Business Segments

The Company’s business activities, for which financial information is available, are regularly reviewed and evaluated by the chief operating decision makers. As a result of this evaluation, the Company determined that it has two operating segments: Waters Division and TA Division. The Company operates in the analytical instruments industry by designing, manufacturing, distributing and servicing instrument systems, columns and other chemistry consumables that can be integrated and used along with other analytical instruments. The Company’s two operating segments, Waters Division and TA Division, have similar economic characteristics; product processes; products and services; types and classes of customers; methods of distribution and regulatory environments. Because of these similarities, the two segments have been aggregated into one reporting segment for financial statement purposes.

Information concerning revenues and long-lived assets attributable to each of the Company’s products, services and geographic areas is set forth in Note 14 in the Notes to the Consolidated Financial Statements, which is incorporated herein by reference.

Waters Division

High Performance and Ultra Performance Liquid Chromatography

HPLC is a standard technique used to identify and analyze the constituent components of a variety of chemicals and other materials. The Company believes that HPLC’s performance capabilities enable it to separate and

1

identify approximately 80% of all known chemicals and materials. As a result, HPLC is used to analyze substances in a wide variety of industries for research and development purposes, quality control and process engineering applications.

The most significant end-use markets for HPLC are those served by the pharmaceutical and life science industries. In these markets, HPLC is used extensively to identify new drugs, develop manufacturing methods and assure the potency and purity of new pharmaceuticals. HPLC is also used in a variety of other applications, such as analyses of foods and beverages for nutritional labeling and compliance with safety regulations, the testing of water and air purity within the environmental testing industry, as well as applications in other industries, such as chemical and consumer products. HPLC is also used by universities, research institutions and governmental agencies, such as the United States Food and Drug Administration (“FDA”) and the United States Environmental Protection Agency (“EPA”) and their international counterparts that mandate testing requiring HPLC instrumentation.

Traditionally, a typical HPLC system has consisted of five basic components: solvent delivery system, sample injector, separation column, detector and data acquisition unit. The solvent delivery system pumps solvents through the HPLC system, while the sample injector introduces samples into the solvent flow. The chromatography column then separates the sample into its components for analysis by the detector, which measures the presence and amount of the constituents. The data acquisition unit, usually referred to as the instrument’s software or data system, then records and stores the information from the detector.

In 2004, Waters introduced a novel technology that the Company describes as ultra performance liquid chromatography that utilizes a packing material with small, uniform diameter particles and a specialized instrument, the ACQUITY UPLC^®, to accommodate the increased pressure and narrow chromatographic bands that are generated by these small particles. By using the ACQUITY UPLC, researchers and analysts are able to achieve more comprehensive chemical separations and faster analysis times in comparison with many analyses performed by HPLC. In addition, in using ACQUITY UPLC, researchers have the potential to extend the range of applications beyond that of HPLC, enabling them to uncover new levels of scientific information. While offering significant performance advantages, ACQUITY UPLC is also compatible with the Company’s software products and the general operating protocols of HPLC. For these reasons, the Company’s customers and field sales and support organizations are well positioned to utilize this new technology and instrument. In 2010, Waters introduced the ACQUITY UPLC^® H-Class instrument system, which incorporates the performance of ACQUITY UPLC with the operational familiarity of traditional HPLC systems. The ACQUITY UPLC H-Class is a streamlined system that brings together the flexibility and simplicity of quaternary solvent blending and a flow-through needle injector to deliver the advanced performance expected of UPLC-type separations. The ACQUITY UPLC H-Class delivers high resolution, sensitivity and improved through-put while maintaining the robustness and reliability for which the ACQUITY systems are known. In 2011, the Company introduced the ACQUITY UPLC^® I-Class instrument system. The ACQUITY UPLC I-Class provides a powerful solution to a critical need by successfully analyzing compounds that are limited in amount or availability amid a complex matrix. The ACQUITY UPLC I-Class system maximizes peak capacity to enhance MS sensitivity; it provides the lowest carryover, complementing MS sensitivity and extending MS linear dynamic range; and it has been purposefully engineered for the lowest dispersion. In 2012, the Company introduced UltraPerformance Convergence Chromatography^TM (“UPC^2™”) with the release of the ACQUITY^® UPC^2™ system. This new technology marries the unrealized potential of supercritical fluid chromatography (“SFC”) with the proven UPLC technology, using carbon dioxide as the primary mobile phase. By varying mobile phase strength, pressure, temperature and stationary phase with UPC², a user can separate, detect and quantify structural analogs, isomers, enantiomeric and diasteriomeric mixtures – all compounds or samples that challenge today’s laboratories.

Waters manufactures LC instruments that are offered in configurations that allow for varying degrees of automation, from component configured systems for academic research applications to fully automated systems for regulated testing, and that have a variety of detection technologies, from ultra-violet (“UV”) absorbance to MS, optimized for certain analyses. The Company also manufactures tailored LC systems for the analysis of

2

biologics, as well as an LC detector utilizing evaporative light scattering technology to expand the usage of LC to compounds that are not amenable to UV absorbance detection.

The primary consumable products for LC are chromatography columns. These columns are packed with separation media used in the LC testing process and are replaced at regular intervals. The chromatography column contains one of several types of packing material, typically stationary phase particles made from silica. As the sample flows through the column, it is separated into its constituent components.

Waters HPLC columns can be used on Waters-branded and competitors’ LC systems. The Company believes that it is one of the few suppliers in the world that processes silica, packs columns and distributes its own products. In doing so, the Company believes it can better ensure product consistency, a key attribute for its customers in quality control laboratories, and can react quickly to new customer requirements. The Company believes that its ACQUITY UPLC lines of columns are used nearly exclusively on its ACQUITY UPLC instrument systems and, furthermore, that its ACQUITY UPLC instrument primarily uses ACQUITY UPLC columns.

The Company’s chemistry consumable products also include environmental and nutritional safety testing products. Environmental laboratories use these products for quality control and proficiency testing and also purchase product support services required to help with their federal and state mandated accreditation requirements or with quality control over critical pharmaceutical analysis. In addition, the Company provides tests to identify and quantify mycotoxins in various agricultural commodities. These test kits provide reliable, quantitative detection of particular mycotoxins through the choice of flurometer, LC-MS or HPLC.

Mass Spectrometry and Liquid Chromatography-Mass Spectrometry

MS is a powerful analytical technology that is used to identify unknown compounds, to quantify known materials and to elucidate the structural and chemical properties of molecules by measuring the masses of individual molecules that have been converted into ions.

The Company believes it is a market leader in the development, manufacture, sale and distribution of MS instruments. These instruments are typically integrated and used along with other complementary analytical instruments and systems, such as LC, chemical electrophoresis, chemical electrophoresis chromatography and gas chromatography. A wide variety of instrumental designs fall within the overall category of MS instrumentation, including devices that incorporate quadrupole, ion trap, time-of-flight (“Tof”) and classic magnetic sector technologies. Furthermore, these technologies are often used in tandem to maximize the efficacy of certain experiments.

Currently, the Company offers a wide range of MS instrument systems utilizing various combinations of quadrupole, Tof, ion mobility and magnetic sector designs. These instrument systems are used in drug discovery and development, as well as for environmental, clinical and nutritional safety testing. The majority of mass spectrometers sold by the Company are designed to utilize an LC system as the sample introduction device. These products supply a diverse market with a strong emphasis on the life science, pharmaceutical, biomedical, clinical, food and beverage and environmental market segments worldwide.

MS is an increasingly important detection technology for LC. The Company’s smaller-sized mass spectrometers, such as the single quadrupole detector (“SQD”) and the tandem quadrupole detector (“TQD”), are often referred to as LC “detectors” and are typically sold as part of an LC system or as an LC system upgrade. Larger quadrupole systems, such as the Xevo^® TQ and Xevo^® TQ-S instruments, are used primarily for experiments performed for late-stage drug development, including clinical trial testing. Quadrupole time-of-flight (“Q-Tof^TM”) instruments, such as the Company’s SYNAPT^® G2-S, are often used to analyze the role of proteins in disease processes, an application sometimes referred to as “proteomics”. In 2010, the Company introduced the Xevo TQ-S instrument system, which is designed for the most demanding UPLC/MS/MS applications. Also in 2010, the Company introduced the Xevo^® G2 Q-Tof^TM instrument system. The Xevo G2 Q-Tof is one of the most sensitive, exact mass quantitative and qualitative bench-top MS/MS instrument systems developed because

3

it combines the integrated workflow benefits of Engineered Simplicity^TM found in existing Xevo Q-Tof instrument systems with the QuanTof^TM technology of the SYNAPT^® G2 instrument system. In 2011, the Company introduced the SYNAPT^® G2-S HDMS instrument system. The SYNAPT G2-S incorporates both high-sensitivity Waters StepWave^TM ion transfer optics and Triwave^® ion mobility technologies along with a suite of new informatics tools to enhance qualitative and quantitative high resolution performance. In 2012, the Company introduced the Xevo^® G2-S Q-Tof^TM and Xevo^® G2-S Tof mass spectrometers, bringing StepWave ion technology to its bench-top time-of-flight mass spectrometers.

LC and MS are typically embodied within an analytical system tailored for either a dedicated class of analyses or as a general purpose analytical device. An increasing percentage of the Company’s customers are purchasing LC and MS components simultaneously and it has become common for LC and MS instrumentation to be used within the same laboratory and operated by the same user. The descriptions of LC and MS above reflect the historical segmentation of these analytical technologies and the historical categorization of their respective practitioners. Increasingly in today’s instrument market, this segmentation and categorization is becoming obsolete as a high percentage of instruments used in the laboratory embody both LC and MS technologies as part of a single device. In response to this development and to further promote the high utilization of these hybrid instruments, the Company has organized its Waters Division to develop, manufacture, sell and service integrated LC-MS systems.

Based upon reports from independent marketing research firms and publicly-disclosed sales figures from competitors, the Company believes that it is one of the world’s largest manufacturers and distributors of LC and LC-MS instrument systems, chromatography columns and other consumables and related services. The Company also believes that it has the leading LC and LC-MS market share in the United States, Europe and Asia, and believes it may have a market share position in Japan that ranks second to a domestic supplier.

The Company has been a developer and supplier of software-based products that interface with the Company’s instruments. The Company recently introduced a new UNIFI^® software platform. The UNIFI Scientific Information System is the culmination of a multi-year effort to bring all of Waters’ preexisting, disparate software systems under one operating system. UNIFI joins Waters’ suite of informatics products – Empower^®, Chromatography Data Software, MassLynx^® Mass Spectrometry Software and NuGenesis^® Scientific Data Management System, each of which is used daily to support innovations within world-leading institutions. UNIFI is the industry’s first comprehensive software that seamlessly integrates UPLC chromatography, mass spectrometry, and informatics data workflows in one platform.

In July 2012, the Company acquired all of the outstanding capital stock of 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 will integrate the Blue Reference technology into current and future 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.

Waters Division Service

Services provided by Waters enable customers to maximize technology productivity, support customer compliance activities and provide transparency into enterprise resource management efficiencies. The customer benefits from improved budget control, data-driven technology adoption and accelerated workflow at a site or on a global perspective. The Company considers its service offerings to be highly differentiated from our competition, as evidenced by the consistent increase in service revenues each year. Our principal competitors in the service market include PerkinElmer, Inc., Agilent Technologies, Inc., Thermo Fisher Scientific Inc. and General Electric Company. These competitors can provide services on Waters instruments to varying degrees and always present competitive risk.

The servicing and support of instruments, software and accessories is an important source of revenue and represents over 25% of sales for the Waters Division. These revenues are derived primarily through the sale of

4

support plans, demand service, customer training and performance validation services. Support plans typically involve scheduled instrument maintenance and an agreement to promptly repair a non-functioning instrument in return for a fee described in a contract that is priced according to the configuration of the instrument.

TA Division

Thermal Analysis, Rheometry and Calorimetry

Thermal analysis measures the physical characteristics of materials as a function of temperature. Changes in temperature affect several characteristics of materials, such as their physical state, weight, dimension and mechanical and electrical properties, which may be measured by one or more thermal analysis techniques, including calorimetry. Consequently, thermal analysis techniques are widely used in the development, production and characterization of materials in various industries, such as plastics, chemicals, automobiles, pharmaceuticals and electronics.

Rheometry instruments complement thermal analyzers in characterizing materials. Rheometry characterizes the flow properties of materials and measures their viscosity, elasticity and deformation under different types of “loading” or other conditions. The information obtained under such conditions provides insight into a material’s behavior during processing, packaging, transport, usage and storage.

Thermal analysis and rheometry instruments are heavily used in material testing laboratories and, in many cases, provide information useful in predicting the suitability of fine chemicals, polymers and viscous liquids for various industrial, consumer goods and healthcare products, as well as for life science research. As with systems offered through the Waters Division, a range of instrument configurations is available with increasing levels of sample handling and information processing automation. In addition, systems and accompanying software packages can be tailored for specific applications. For example, the Q-Series^TM family of differential scanning calorimeters includes 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 2010, TA introduced the Nano ITC Low Volume system, which is engineered to provide isothermal titration calorimetry capabilities for applications with limited sample sizes. Also in 2010, TA introduced the DMA-RH Accessory, which is designed to be used with the Q800 Dynamic Mechanical Analyzer to allow the mechanical properties of a sample to be analyzed under controlled and/or varying conditions of both relative humidity and temperature. In 2011, TA introduced the Discovery DSC, Discovery TGA and Discovery Hybrid Rheometer, which provide unmatched measurement performance in the fields of differential scanning calorimetry and rheometry.

In July 2011, the Company acquired Anter Corporation (“Anter”), a manufacturer of thermal analyzers used to measure thermal expansion and shrinkage, thermal conductivity and resistivity, thermal diffusivity and specific heat capacity of a wide range of materials, especially materials used in high temperature applications, for $11 million in cash. Anter systems provide critical information to scientists that develop and characterize ceramics, metals and glasses for use in a wide range of industries, including electronics, energy and aerospace.

In January 2012, the Company acquired Baehr Thermoanalyse GmbH (“Baehr”), a German manufacturer of a wide 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 for use in a wide range of industries including electronics, energy, automotive, and aerospace.

TA Service

Similar to the Waters Division, the servicing and support of TA’s instruments is an important source of revenue and represents approximately 25% of sales for the TA Division. TA sells, supports and services TA’s product offerings through its headquarters in New Castle, Delaware. TA operates independently from the Waters

5

Division, though most of its overseas offices are situated in Waters Division’s facilities to achieve operational efficiencies. TA has dedicated field sales and service operations. Service sales are primarily derived from the sale of support plans, replacement parts and billed labor fees associated with the repair, maintenance and upgrade of installed systems.

Customers

The Company typically has a broad and diversified customer base that includes pharmaceutical accounts, other industrial accounts, universities and governmental agencies. Purchase of the Company’s instrument systems is often dependent on its customers’ capital spending, or funding as in the cases of governmental, academic and research institutions, which can fluctuate from year to year. The pharmaceutical segment represents the Company’s largest sector and includes multinational pharmaceutical companies, generic drug manufacturers, contract research organizations (CROs) and biotechnology companies. The Company’s other industrial customers include chemical manufacturers, polymer manufacturers, food and beverage companies and environmental testing laboratories. The Company also sells to various universities and governmental agencies worldwide. The Company’s technical support staff works closely with its customers in developing and implementing applications that meet their full range of analytical requirements. During 2012, 53% of the Company’s sales were to pharmaceutical accounts, 33% to other industrial accounts and 14% to university and governmental agencies.

The Company typically experiences an increase in sales in the fourth quarter, as a result of purchasing habits for capital goods of customers that tend to exhaust their spending budgets by calendar year end. The Company does not rely on any single customer or one group of customers for a material portion of its sales. During fiscal years 2012, 2011 and 2010, no single customer accounted for more than 3% of the Company’s net sales.

Sales and Service

The Company has one of the largest direct sales and service organizations in the industry, focused exclusively on the various instrument systems’ installed base. Across these product technologies, using respective specialized sales and service forces, the Company serves its customer base with 94 sales offices throughout the world as of December 31, 2012 and approximately 3,000, 2,900 and 2,700 field representatives in 2012, 2011 and 2010, respectively. This investment in sales and service personnel serves to maintain and expand the Company’s installed base of customers. The Company’s sales representatives have direct responsibility for account relationships, while service representatives work in the field to install instruments, train customers and minimize instrument downtime. In-house, technical support representatives work directly with customers, providing them assistance with applications and procedures on Company products. The Company provides customers with comprehensive information through various corporate and regional internet websites and product literature, and also makes consumable products available through electronic ordering facilities and a dedicated catalog.

Manufacturing and Distribution

The Company provides high quality LC products by overseeing each stage of the production of its instruments, columns and chemical reagents. The Company currently assembles a portion of its LC instruments at its facility in Milford, Massachusetts, where it performs machining, assembly and testing. The Milford facility maintains quality management and environmental management systems in accordance with the requirements of ISO 9001:2008, ISO 13485:2003 and ISO 14001:2004, and adheres to applicable regulatory requirements (including the FDA Quality System Regulation and the European In-Vitro Diagnostic Directive). The Company outsources manufacturing of certain electronic components, such as computers, monitors and circuit boards, to outside vendors that can meet the Company’s quality requirements. In addition, the Company outsources the manufacturing of certain LC instrument systems and components to well-established contract manufacturing firms in Singapore. The Company’s Singapore entity manages all Asian outsourced manufacturing as well as the distribution of all products to Asia. The Company continues to pursue outsourcing opportunities as they may arise but believes it maintains adequate supply chain and manufacturing capabilities in the event of disruption or natural disasters.

6

The Company manufactures and distributes its LC columns at its facilities in Taunton, Massachusetts and Wexford, Ireland, where it processes, sizes and treats silica and polymeric media that are packed into columns, solid phase extraction cartridges and bulk shipping containers. The Wexford facility also manufactures and distributes certain data, instruments and software components for the Company’s LC, MS and TA product lines. The Company’s Taunton facility is certified to ISO 9001:2008. The Wexford facility is certified to ISO 9001:2008 and ISO 13485:2003. VICAM^® manufactures antibody resin and magnetic beads that are packed into columns and kits in Milford, Massachusetts and Nixa, Missouri. Environmental Resource Associates manufactures environmental proficiency kits in Golden, Colorado.

The Company manufactures and distributes its MS products at its facilities in Manchester, England, Cheshire, England and Wexford, Ireland. Certain components or modules of the Company’s MS instruments are manufactured by long-standing outside contractors. Each stage of this supply chain is closely monitored by the Company to maintain high quality and performance standards. The instruments, components or modules are then returned to the Company’s facilities where its engineers perform final assembly, calibrations to customer specifications and quality control procedures. The Company’s MS facilities are certified to ISO 9001:2008 and ISO 13485:2003.

TA’s thermal analysis, rheometry and calorimetry products are manufactured and distributed at the Company’s New Castle, Delaware, Lindon, Utah and Huellhorst, Germany facilities. Similar to MS, elements of TA’s products are manufactured by outside contractors and are then returned to the Company’s facilities for final assembly, calibration and quality control. The Company’s New Castle facility is certified to ISO 9001:2008 standards.

Raw Materials

The Company purchases a variety of raw materials, primarily consisting of high temperature alloy sheet metal and castings, forgings, pre-plated metals and electrical components from various vendors. The materials used by the Company’s operations are generally available from a number of sources and in sufficient quantities to meet current requirements subject to normal lead times. The Company is subject to rules of the Securities and Exchange Commission (“SEC”) under the Dodd-Frank Wall Street Reform and Consumer Protection Act requiring disclosure as to whether certain materials (tantalum, tin, gold and tungsten), known as conflict minerals, which may be contained in the Company’s products are mined from the Democratic Republic of the Congo and adjoining countries. These rules are likely to impose additional costs and may introduce new risks related to the Company’s ability to verify the origin of any conflict minerals contained in its products.

Research and Development

The Company maintains an active research and development program focused on the development and commercialization of products that both complement and update its existing product offering. The Company’s research and development expenditures for 2012, 2011 and 2010 were $96 million, $92 million and $84 million, respectively. Nearly all of the Company’s current LC products are developed at the Company’s main research and development center located in Milford, Massachusetts, with input and feedback from the Company’s extensive field organizations and customers. The majority of the Company’s MS products are developed at facilities in England and nearly all of the Company’s current thermal analysis products are developed at the Company’s research and development center in New Castle, Delaware. At December 31, 2012, 2011 and 2010, there were 777, 741 and 697 employees, respectively, involved in the Company’s research and development efforts. The Company has increased research and development expenses from its continued commitment to invest significantly in new product development and existing product enhancements, and as a result of acquisitions. Despite the Company’s active research and development programs, there can be no assurances that the Company’s product development and commercialization efforts will be successful or that the products developed by the Company will be accepted by the marketplace.

7

Employees

The Company employed approximately 5,900, 5,700 and 5,400 employees at December 31, 2012, 2011 and 2010, respectively, with approximately 45% of the Company’s employees located in the United States. The Company believes its employee relations are generally good. The Company’s employees are not unionized or affiliated with any internal or external labor organizations. The Company firmly believes that its future success largely depends upon its continued ability to attract and retain highly skilled employees.

Competition

The analytical instrument systems market is highly competitive. The Company encounters competition from several worldwide manufacturers and other companies in both domestic and foreign markets for each of its three technologies. The Company competes in its markets primarily on the basis of product performance, reliability, service and, to a lesser extent, price. Competitors continuously introduce new products or have instrument businesses that are generally more diversified than the Company’s business. Some competitors have greater financial and other resources than the Company.

In the markets served by the Waters Division, the Company’s principal competitors include: Agilent Technologies, Inc., Shimadzu Corporation, Bruker Corporation, Danaher Corporation and Thermo Fisher Scientific Inc. In the markets served by the TA Division, the Company’s principal competitors include: PerkinElmer, Inc., Mettler-Toledo International Inc., NETZSCH-Geraetebau GmbH, Thermo Fisher Scientific Inc., Malvern Instruments Ltd., Anton-Paar and General Electric Company.

The market for consumable LC products, including separation columns, is highly competitive and more fragmented than the analytical instruments market. The Company encounters competition in the consumable columns market from chemical companies that produce column chemicals and small specialized companies that pack and distribute columns. The Company believes that it is one of the few suppliers that processes silica, packs columns and distributes its own products. The Company competes in this market on the basis of reproducibility, reputation, performance and, to a lesser extent, price. The Company’s principal competitors for consumable products include: Phenomenex, Inc., Supelco, Inc., Agilent Technologies, Inc., General Electric Company, Thermo Fisher Scientific Inc. and Merck and Co., Inc. The ACQUITY UPLC instrument is designed to offer a predictable level of performance when used with ACQUITY UPLC columns and the Company believes that the expansion of the ACQUITY UPLC instrument base will enhance its chromatographic column business because of the high level of synergy between ACQUITY UPLC columns and the ACQUITY UPLC instrument.

Patents, Trademarks and Licenses

The Company owns a number of United States and foreign patents and has patent applications pending in the United States and abroad. Certain technology and software has been acquired or is licensed from third parties. The Company also owns a number of trademarks. The Company’s patents, trademarks and licenses are viewed as valuable assets to its operations. However, the Company believes that no one patent or group of patents, trademark or license is, in and of itself, essential to the Company such that its loss would materially affect the Company’s business as a whole.

Environmental Matters and Climate Change

The Company is subject to federal, state and local laws, regulations and ordinances that (i) govern activities or operations that may have adverse environmental effects, such as discharges to air and water as well as handling and disposal practices for solid and hazardous wastes, and (ii) impose liability for the costs of cleaning up and certain damages resulting from sites of past spills, disposals or other releases of hazardous substances. The Company believes that it currently conducts its operations and has operated its business in the past in substantial compliance with applicable environmental laws. From time to time, Company operations have resulted or may result in noncompliance with environmental laws or liability for cleanup pursuant to environmental laws. The

8

Company does not currently anticipate any material adverse effect on its operations, financial condition or competitive position as a result of its efforts to comply with environmental laws.

The Company is sensitive to the growing global debate with respect to climate change. An internal sustainability working group develops increasingly robust data with respect to the Company’s utilization of carbon producing substances in an effort to continuously reduce the Company’s carbon footprint. In 2012, the Company published a sustainability report identifying the various actions and behaviors the Company has adopted concerning its commitment to both the environment and the broader topic of social responsibility. See Item 1A, Risk Factors – The effects of climate change could harm the Company’s business, for more information on the potential significance of climate change legislation. See also Note 14 in the Notes to the Consolidated Financial Statements for financial information about geographic areas.

Available Information

The Company files or furnishes all required reports with the SEC. The public may read and copy any materials the Company files or furnishes with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The Company is an electronic filer and the SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of the SEC electronic filing website is http://www.sec.gov. The Company also makes available, free of charge on its website, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The website address for Waters Corporation is http://www.waters.com and SEC filings can be found under the caption “Investors”.

Forward-Looking Statements

Certain of the statements in this Form 10-K and the documents incorporated herein, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to future results and events, including statements regarding, among other items, anticipated trends or growth in the Company’s business, including, but not limited to, the growth rate of sales, particularly in China; new product launches and the associated costs, such as the amortization expense related to UNIFI; geographic sales mix of business; anticipated expenses, including interest expense, capitalized software costs and effective tax rates; the impact of foreign currency translation; the impact of the Company’s various ongoing tax audit examinations, unexpected shifts in income between tax jurisdictions and litigation matters; the impact of the loss of intellectual property protection; the effect of new accounting pronouncements; the adequacy of the Company’s supply chain and manufacturing capabilities and facilities; use of the Company’s debt proceeds; the impact of regulatory compliance; the Company’s expected cash flow, borrowing capacity, debt repayment and refinancing; the Company’s ability to fund working capital, capital expenditures (including facility expansion and consolidation projects), service debt, repay outstanding lines of credit, make authorized share repurchases and potential acquisitions, particularly in the U.S.; future impairment charges; the Company’s contributions to defined benefit plans; the Company’s expectations regarding the payment of dividends; the Company’s expectations regarding changes to its financial position; compliance with applicable environmental laws; and the impact of recent acquisitions on sales and earnings.

Many of these statements appear, in particular, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Form 10-K. Statements that are not statements of historical fact may be deemed forward-looking statements. You can identify these forward-looking statements by the use of the words “believes”, “anticipates”, “plans”, “expects”, “may”, “will”, “would”, “intends”, “suggests”, “appears”, “estimates”, “projects”, “should” and similar expressions, whether in the

9

negative or affirmative. These statements are subject to various risks and uncertainties, many of which are outside the control of the Company, including, and without limitation:

• Current global economic, sovereign and political conditions and uncertainties, particularly regarding the European debt crisis and the overall stability of the Euro and its suitability as a single currency; the Company’s ability to access capital and maintain liquidity in volatile market conditions of customers; changes in timing and demand by the Company’s customers and various market sectors, particularly if they should reduce capital expenditures or are unable to obtain funding, as in the cases of governmental, academic and research institutions; the effect of mergers and acquisitions on customer demand; and the Company’s ability to sustain and enhance service.

• Negative industry trends; introduction of competing products by other companies and loss of market share; pressures on prices from customers or resulting from competition; regulatory, economic and competitive obstacles to new product introductions; lack of acceptance of new products; expansion of our business in developing markets; spending by certain end-markets and ability to obtain alternative sources for components and modules.

• Foreign exchange rate fluctuations that could adversely affect translation of the Company’s future financial operating results and condition of its non-U.S. operations.

• Increased regulatory burdens as the Company’s business evolves, especially with respect to the FDA and EPA, among others, as well as regulatory, environmental and logistical obstacles affecting the distribution 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.

• Risks associated with lawsuits, particularly involving claims for infringement of patents and other intellectual property rights.

• The impact and costs incurred from changes in accounting principles and practices or tax rates; shifts in taxable income in jurisdictions with different effective tax rates; and the outcome of and costs associated with ongoing and future tax audit examinations or changes in respective country legislation affecting the Company’s effective rates.

Certain of these and other factors are further described below in Item 1A, Risk Factors, of this Form 10-K. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements, whether because of these factors or for other reasons. All forward-looking statements speak only as of the date of this annual report on Form 10-K and are expressly qualified in their entirety by the cautionary statements included in this report. The Company does not assume any obligation to update any forward-looking statements.

Item 1A: Risk Factors

The Company is subject to risks common to companies in the analytical instrument industry, including, but not limited to, the following:

Global economic conditions may decrease demand for the Company’s products and harm our financial results.

The Company is a global business that may be adversely affected by changes in global economic conditions. These changes in global economic conditions may affect the demand for the Company’s products and services and may result in a decline in sales in the future. There can be no assurance regarding demand for the Company’s products and services in the future.

Disruption in worldwide financial markets could adversely impact the Company’s access to capital and financial condition.

Financial markets in the U.S., Europe and Asia have experienced times of extreme disruption in recent years, including, among other things, sharp increases in the cost of new capital, credit rating downgrades and bailouts,

10

severely diminished capital availability and severely reduced liquidity in money markets. Financial and banking institutions have also experienced disruptions, resulting in large asset write-downs, higher costs of capital, rating downgrades and reduced desire to lend money. There can be no assurance that there will not be future deterioration or prolonged disruption in financial markets or financial institutions. Any future deterioration or prolonged disruption in financial markets or financial institutions in which the Company participates may impair the Company’s ability to access its existing cash, utilize its existing syndicated bank credit facility, funded by such financial institutions, and impair its ability to access sources of new capital. The Company’s cost of any new capital raised and interest expense would increase if this were to occur.

The Company’s financial results are subject to changes in customer demand, which may decrease for a number of reasons, many beyond the Company’s control.

The demand for the Company’s products is dependent upon the size of the markets for its LC, LC-MS, thermal analysis, rheometry and calorimetry products; the timing and level of capital spending and expenditures of the Company’s customers; changes in governmental regulations, particularly affecting drug, food and drinking water testing; funding available to governmental, academic and research institutions; general economic conditions and the rate of economic growth in the Company’s major markets; and competitive considerations. The Company typically experiences an increase in sales in its fourth quarter, as a result of purchasing habits for capital goods by customers that tend to exhaust their spending budgets by calendar year end. There can be no assurance that the Company’s results of operations or financial condition will not be adversely impacted by a change in any of the factors listed above or the continuation of uncertain global economic conditions.

Additionally, the analytical instrument market may, from time to time, experience low sales growth. Approximately 53% and 52% of the Company’s net sales in 2012 and 2011, respectively, were to the worldwide pharmaceutical and biotechnology industries, which may be periodically subject to unfavorable market conditions and consolidations. Unfavorable industry conditions could have a material adverse effect on the Company’s results of operations or financial condition.

Competitors may introduce more effective or less expensive products than the Company’s, which could result in decreased sales.

The analytical instrument market and, in particular, the portion related to the Company’s HPLC, UPLC, LC-MS, thermal analysis, rheometry and calorimetry product lines, is highly competitive and subject to rapid changes in technology. The Company encounters competition from several international instrument manufacturers and other companies in both domestic and foreign markets. Some competitors have instrument businesses that are generally more diversified than the Company’s business, but are typically less focused on the Company’s chosen markets. There can be no assurance that the Company’s competitors will not introduce more effective and less costly products than those of the Company or that the Company will be able to increase its sales and profitability from new product introductions. There can be no assurance that the Company’s sales and marketing forces will compete successfully against the Company’s competitors in the future.

The Company’s financial condition and results of operations could be adversely affected if the Company is unable to maintain a sufficient level of cash flow in the U.S.

The Company had approximately $1,178 million in debt and $1,539 million in cash, cash equivalents and short-term investments as of December 31, 2012. As of December 31, 2012, the Company also had the ability to borrow an additional $428 million from its existing, committed credit facilities. Most of the Company’s debt is in the U.S. There is a substantial cash requirement in the U.S. to fund operations and capital expenditures, service debt interest obligations, finance potential acquisitions and continue authorized stock repurchase programs. A majority of the Company’s cash is generated from foreign operations, with $1,489 million of the Company’s cash held by foreign subsidiaries. The Company’s financial condition and results of operations could be adversely impacted if the Company is unable to maintain a sufficient level of cash flow in the U.S. to address these requirements through (1) cash from U.S. operations, (2) efficient, cost-effective and timely distribution of cash from non-U.S. subsidiaries, (3) the Company’s ability to access its existing cash and revolving credit facility and (4) other sources of capital obtained at an acceptable cost.

11

Debt covenants, and the Company’s failure to comply with them, could negatively impact the Company’s capital and financial results.

The Company’s debt is subject to restrictive debt covenants that limit the Company’s ability to engage in certain activities that could otherwise benefit the Company. These debt covenants include restrictions on the Company’s ability to enter into certain contracts or agreements that may limit the Company’s ability to make dividend or other payments, secure other indebtedness, enter into transactions with affiliates and consolidate, merge or transfer all or substantially all of the Company’s assets. The Company is also required to meet specified financial ratios under the terms of the Company’s debt agreements. The Company’s ability to comply with these financial restrictions and covenants is dependent on the Company’s future performance, which is subject to, but not limited to, prevailing economic conditions and other factors, including factors that are beyond the Company’s control, such as foreign exchange rates, interest rates, changes in technology and changes in the level of competition.

Disruption of operations at the Company’s manufacturing facilities could harm the Company’s financial condition.

The Company manufactures LC instruments at facilities in Milford, Massachusetts and through a subcontractor in Singapore; chemistry separation columns at its facilities in Taunton, Massachusetts and Wexford, Ireland; MS products at its facilities in Manchester, England, Cheshire, England and Wexford, Ireland; thermal analysis and rheometry products at its facilities in New Castle, Delaware and other instruments and consumables at various other locations as a result of the Company’s acquisitions. Any prolonged disruption to the operations at any of these facilities, whether due to labor difficulties, destruction of or damage to any facility or other reasons, could have a material adverse effect on the Company’s results of operations or financial condition.

The Company’s international operations may be negatively affected by foreign political and regulatory changes, related to either a specific country or a larger region. Currency and economic disruptions and foreign currency exchange rate fluctuations could have a material adverse effect on the Company’s results of operations or financial condition.

Approximately 71% of the Company’s net sales in both 2012 and 2011 were outside of the United States and were primarily denominated in foreign currencies. In addition, the Company has considerable manufacturing operations in Ireland and the United Kingdom, as well as significant subcontractors located in Singapore. 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 difficulties and debt burden experienced by a number of European countries; the instability and possible dissolution of the Euro as a single currency; sudden movements in a country’s foreign exchange rates due to a change in a country’s sovereign risk profile or foreign exchange regulatory practices; tariffs and other trade barriers; difficulties in staffing and managing foreign operations; and associated adverse operational, contractual and tax consequences.

Additionally, the U.S. dollar value of the Company’s net sales, cost of sales, operating expenses, interest, taxes and net income varies with currency exchange rate fluctuations. Significant increases or decreases in the value of the U.S. dollar relative to certain foreign currencies could have a material adverse effect or benefit on the Company’s results of operations or financial condition.

The loss of key members of management could adversely affect the Company’s results of operations or financial condition.

The operation of the Company requires managerial and operational expertise. None of the Company’s key management employees have an employment contract with the Company and there can be no assurance that such individuals will remain with the Company. If, for any reason, such key personnel do not continue to be active in management, the Company’s results of operations or financial condition could be adversely affected.

12

Failure to adequately protect intellectual property could have an adverse and material effect on the Company’s results of operations or financial condition.

The Company vigorously protects its intellectual property rights and seeks patent coverage on all developments that it regards as material and patentable. However, there can be no assurance that any patents held by the Company will not be challenged, invalidated or circumvented or that the rights granted thereunder will provide competitive advantages to the Company. Conversely, there could be successful claims against the Company by third-party patent holders with respect to certain Company products that may infringe the intellectual property rights of such third parties. The Company’s patents, including those licensed from others, expire on various dates. If the Company is unable to protect its intellectual property rights, it could have an adverse and material effect on the Company’s results of operations or financial condition.

The Company’s business would suffer if the Company were unable to acquire adequate sources of supply.

Most of the raw materials, components and supplies purchased by the Company are available from a number of different suppliers; however, a number of items are purchased from limited or single sources of supply and disruption of these sources could have, at a minimum, a temporary adverse effect on shipments and the financial results of the Company. A prolonged inability to obtain certain materials or components could have an adverse effect on the Company’s financial condition or results of operations and could result in damage to its relationships with its customers and, accordingly, adversely affect the Company’s business.

The Company’s sales would deteriorate if the Company’s outside contractors fail to provide necessary components or modules.

Certain components or modules of the Company’s LC and MS instruments are manufactured by long-standing outside contractors, including the manufacturing of LC instrument systems and related components by well-established contract manufacturing firms in Singapore. Disruptions of service by these outside contractors could have an adverse effect on the supply chain and the financial results of the Company. A prolonged inability to obtain these components or modules could have an adverse effect on the Company’s financial condition or results of operations.

The Company’s financial results are subject to unexpected shifts in pre-tax income between tax jurisdictions and changing application of tax law.

The Company is subject to rates of income tax that range from 0% to in excess of 35% in various jurisdictions in which it conducts business. In addition, the Company typically generates a substantial portion of its income in the fourth quarter of each fiscal year. Geographical shifts in income from previous quarters’ projections caused by factors including, but not limited to, changes in volume and product mix and fluctuations in foreign currency translation rates, could therefore have potentially significant favorable or unfavorable effects on the Company’s income tax expense, effective tax rate and results of operations. In addition, governments in the jurisdictions in which the Company operates implement changes to tax laws and regulations from time to time. Any changes in corporate income tax rates or regulations regarding transfer pricing or repatriation of dividends or capital, as well as changes in the interpretation of existing tax laws and regulations, in the jurisdictions in which the Company operates could adversely affect the Company’s cash flow and lead to increases in its overall tax burden, which would negatively affect the Company’s profitability.

Disruption or unforeseen problems with the security, maintenance or upgrade of the Company’s information systems could have an adverse effect on the Company’s operations and financial condition.

The Company relies on its technology infrastructure, among other functions, to interact with suppliers, sell products and services, fulfill contract obligations, ship products, collect and make payments and otherwise conduct business. The Company’s technology infrastructure may be vulnerable to damage or interruption from, but not limited to, natural disasters, power loss, telecommunication failures, terrorist attacks, computer viruses, unauthorized access to customer or employee data and other attempts to harm the Company’s systems. Any prolonged disruption to the Company’s technology infrastructure, at any of its facilities, could have a material adverse effect on the Company’s results of operations or financial condition.

13

The effects of climate change could harm the Company’s business.

The Company’s manufacturing processes for certain of its products involve the use of chemicals and other substances that are regulated under various international, federal, state and local laws governing the environment. In the event that any future climate change legislation would require that stricter standards be imposed by domestic or international environmental regulatory authorities with respect to the use and/or levels of possible emissions from such chemicals and/or other substances, the Company may be required to make certain changes and adaptations to its manufacturing processes. Any such changes could have a material adverse effect on the financial statements of the Company.

Another potential effect of climate change is an increase in the severity of global weather conditions. The Company’s manufacturing facilities are located in the United States, United Kingdom and Ireland. In addition, the Company manufactures a growing percentage of its HPLC, UPLC and MS products in both Singapore and Wexford, Ireland. Severe weather conditions, including earthquakes, hurricanes and/or tsunamis, could potentially cause significant damage to the Company’s manufacturing facilities in each of these countries. The effects of such damage and the resulting disruption of manufacturing operations could have a material adverse impact on the financial results of the Company.

Compliance failures could harm the Company’s business.

The Company is subject to regulation by various federal, state and foreign governments and agencies in areas including, among others, health and safety, import/export, the Foreign Corrupt Practices Act and environmental laws and regulations. A portion of the Company’s operations are subject to regulation by the FDA and similar foreign regulatory agencies. These regulations are complex and govern an array of product activities, including design, development, labeling, manufacturing, promotion, sales and distribution. Any failure by the Company to comply with applicable governmental regulations could result in product recalls, the imposition of fines, restrictions on the Company’s ability to conduct or expand its operations or the cessation of all or a portion of its operations.

Some of the Company’s operations are subject to domestic and international laws and regulations with respect to the manufacturing, handling, use or sale of toxic or hazardous substances. This requires the Company to devote substantial resources to maintain compliance with those applicable laws and regulations. If the Company fails to comply with such requirements in the manufacturing or distribution of its products, it could face civil and/or criminal penalties and potentially be prohibited from distributing or selling such products until they are compliant.

Some of the Company’s products are also subject to the rules of certain industrial standards bodies, such as the International Standards Organization. The Company must comply with these rules, as well as those of other agencies, such as the United States Occupational Health and Safety Administration. Failure to comply with such rules could result in the loss of certification and/or the imposition of fines and penalties which could have a material adverse effect on the Company’s operations.

The Company is subject to the rules of the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act requiring disclosure as to whether certain materials (tantalum, tin, gold and tungsten), known as conflict minerals, which may be contained in the Company’s products are mined from the Democratic Republic of the Congo and adjoining countries. These rules are likely to impose additional costs and may introduce new risks related to the Company’s ability to verify the origin of any conflict minerals contained in its products.

Item 1B: Unresolved Staff Comments

None.

Item 2: Properties

Waters operates 22 United States facilities and 80 international facilities, including field offices. In 2011, the Company purchased land in the United Kingdom to construct a new facility, which will consolidate certain

14

existing primary MS research, manufacturing and distribution locations. The Company believes that this new building and its other existing facilities are suitable and adequate for its current production level and for reasonable growth over the next several years. The Company’s primary facilities are summarized in the table below.

Primary Facility Locations

Location	Function (1)	Owned/Leased
Golden, CO	M, R, S, D, A	Leased
New Castle, DE	M, R, S, D, A	Owned
Milford, MA	M, R, S, D, A	Owned
Taunton, MA	M, R	Owned
Nixa, MO	M, S, D, A	Leased
Pittsburgh, PA	M, R, S, D, A	Leased
Lindon, UT	M, R, S, D, A	Leased
Cheshire, England	M, R, D, A	Leased
Manchester, England	M, R, S, A	Leased
St. Quentin, France	S, A	Leased
Huellhorst, Germany	M, R, S, D, A	Owned
Wexford, Ireland	M, R, D, A	Owned
Etten-Leur, Netherlands	S, D, A	Owned
Romania	R, A	Leased
Singapore	R, S, D, A	Leased

(1) M = Manufacturing; R = Research; S = Sales and Service; D = Distribution; A = Administration

The Company operates and maintains 13 field offices in the United States and 69 field offices abroad in addition to sales offices in the primary facilities listed above. The Company’s field office locations are listed below.

Field Office Locations (2)

United States	International
Irvine, CA	Australia	Israel	Switzerland
Pleasanton, CA	Austria	Italy	Taiwan
Schaumburg, IL	Belgium	Japan	United Kingdom
Wood Dale, IL	Brazil	Korea
Columbia, MD	Canada	Mexico
Beverly, MA	Czech Republic	Netherlands
Ann Arbor, MI	Denmark	Norway
Morrisville, NC	Finland	People’s Republic of China
Parsippany, NJ	France	Portugal
Westlake, OH	Germany	Poland
Huntingdon, PA	Hungary	Puerto Rico
Bellaire, TX	India	Spain
Spring, TX	Ireland	Sweden

(2) The Company operates more than one field office within certain states and foreign countries.

Item 3: Legal Proceedings

From time to time, the Company and its subsidiaries are involved in various litigation matters arising in the ordinary course of business. The Company believes it has meritorious arguments in its current litigation matters

15

and believes any outcome, either individually or in the aggregate, will not be material to the Company’s financial position or results of operations. In June 2012, a $3 million payment was made to settle a complaint that was filed against the Company alleging patent infringement.

The Company has been engaged in ongoing patent litigation with Agilent Technologies GmbH (“Agilent”) in Germany. In July 2005, Agilent brought an action against the Company alleging that certain features of the Alliance pump continued to infringe certain of its patents. In August 2006, following a trial in this action, the German court ruled that the Company did not infringe the patents. Agilent filed an appeal in this action. A hearing on this appeal was held in January 2008. The appeals court affirmed the finding of the trial court that the Company did not infringe and Agilent appealed this finding to the German Federal Court of Justice. In December 2012, Agilent won this appeal and the Company recorded a $4 million provision for damages and fees estimated to be incurred in connection with this litigation.

Item 4: Mine Safety Disclosures

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

Officers of the Company are elected annually by the Board of Directors and hold office at the discretion of the Board of Directors. The following persons serve as executive officers of the Company:

Douglas A. Berthiaume, 64, 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.

Arthur G. Caputo, 61, has been Executive Vice President since March 2003 and President of the Waters Division since January 2002. Previously, he was the Senior Vice President, Worldwide Sales and Marketing of the Company since August 1994. He joined Millipore in October 1977 and held a number of positions in sales. Previous roles include Senior Vice President and General Manager of Millipore’s North American Business Operations responsible for establishing the Millipore North American Sales Subsidiary and General Manager of Waters’ North American field sales, support and marketing functions.

Elizabeth B. Rae, 55, has been Vice President of Human Resources since October 2005 and Vice President of Worldwide Compensation and Benefits since January 2002. She joined Waters in January 1996 as Director of Worldwide Compensation. Prior to joining Waters she held senior human resources positions in retail, healthcare and financial services companies.

John Ornell, 55, has been Vice President, Finance and Administration and Chief Financial Officer since June 2001. He joined Millipore in 1990 and previously served as Vice President, Operations. During his years at Waters, he has also been Vice President of Manufacturing and Engineering, had responsibility for Operations Finance and Distribution and had a senior role in the successful implementation of the Company’s worldwide business systems.

Mark T. Beaudouin, 58, has been Vice President, General Counsel and Secretary of the Company since April 2003. Prior to joining Waters, he served as Senior Vice President, General Counsel and Secretary of PAREXEL International Corporation, a bio/pharmaceutical services company, from January 2000 to April 2003. Previously, from May 1985 to January 2000, Mr. Beaudouin served in several senior legal management positions, including Vice President, General Counsel and Secretary of BC International, Inc., a development stage biotechnology company, First Senior Vice President, General Counsel and Secretary of J. Baker, Inc., a diversified retail company, and General Counsel and Secretary of GenRad, Inc., a high technology test equipment manufacturer.

16

PART II

Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock is registered under the Exchange Act, and is listed on the New York Stock Exchange under the symbol WAT. As of February 22, 2013, the Company had 167 common stockholders of record. The Company has not declared or paid any dividends on its common stock in its past three fiscal years and does not plan to pay dividends in the foreseeable future. The Company has not made any sales of unregistered equity securities in the years ended December 31, 2012, 2011 or 2010.

Securities Authorized for Issuance under Equity Compensation Plans

Equity compensation plan information is incorporated by reference from Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, of this document and should be considered an integral part of this Item 5.

STOCK PRICE PERFORMANCE GRAPH

The following performance graph and related information shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.

The following graph compares the cumulative total return on $100 invested as of December 31, 2007 (the last day of public trading of the Company’s common stock in fiscal year 2007) through December 31, 2012 (the last day of public trading of the common stock in fiscal year 2012) in the Company’s common stock, the NYSE Market Index and the SIC Code 3826 Index. The return of the indices is calculated assuming reinvestment of dividends during the period presented. The Company has not paid any dividends since its IPO. The stock price performance shown on the graph below is not necessarily indicative of future price performance.

COMPARISON OF CUMULATIVE TOTAL RETURN SINCE DECEMBER 31, 2007

AMONG WATERS CORPORATION, NYSE MARKET INDEX AND SIC CODE 3826 INDEX – LABORATORY ANALYTICAL INSTRUMENTS

	2007		2008		2009		2010		2011		2012
WATERS CORPORATION		100.00		46.35		78.36		98.28		93.65		110.18
NYSE MARKET INDEX		100.00		60.74		77.92		88.36		84.96		98.55
SIC CODE INDEX		100.00		56.68		83.60		118.52		99.91		129.85

17

Market for Registrant’s Common Equity

The quarterly range of high and low close prices for the Company’s common stock as reported by the New York Stock Exchange is as follows:

	Price Range
For the Quarter Ended	High		Low
April 2, 2011	$	87.93	$	74.68
July 2, 2011	$	99.56	$	85.96
October 1, 2011	$	99.16	$	72.19
December 31, 2011	$	83.14	$	71.61
March 31, 2012	$	94.03	$	73.71
June 30, 2012	$	93.99	$	76.15
September 29, 2012	$	85.24	$	74.66
December 31, 2012	$	89.33	$	78.89

Purchases of Equity Securities by the Issuer

The following table provides information about purchases by the Company during the three months ended December 31, 2012 of equity securities registered by the Company under the Exchange Act (in thousands, except per share data):

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of  Publicly Announced Programs (1) (2)		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Programs
September 30 to October 27, 2012		—	$	—		—	$	703,642
October 28 to November 24, 2012		360	$	82.98		360	$	673,769
November 25 to December 31, 2012		360	$	85.33		360	$	643,050
Total		720	$	84.16		720	$	643,050

(1) The Company purchased an aggregate of 2.2 million shares of its outstanding common stock in 2012 in open market transactions pursuant to a repurchase program that was announced in February 2011 (the “2011 Program”). The 2011 Program authorized the repurchase of up to $500 million of common stock in open market transactions over a two-year period and is now effectively completed.

(2) The Company purchased an aggregate of 1.3 million shares of its outstanding common stock in 2012 in open market transactions pursuant to a repurchase program that was announced in May 2012 (the “2012 Program”). The 2012 Program authorized the repurchase of up to $750 million of common stock in open market transactions over a two-year period.

18

Item 6:    Selected Financial Data

The following table sets forth selected historical consolidated financial and operating data for the periods indicated. The statement of operations and balance sheet data is derived from audited financial statements for the years 2012, 2011, 2010, 2009 and 2008. The Company’s financial statements as of December 31, 2012 and 2011, and for each of the three years in the period ended December 31, 2012 are included in Item 8, Financial Statements and Supplementary Data, in Part II of this Form 10-K.

In thousands, except per share and employees data	2012		2011		2010		2009		2008
STATEMENT OF OPERATIONS DATA:
Net sales	$	1,843,641	$	1,851,184	$	1,643,371	$	1,498,700	$	1,575,124
Income from operations before income taxes	$	487,625	$	509,252	$	437,863	$	386,652	$	372,192
Net income	$	461,443	$	432,968	$	381,763	$	323,313	$	322,479
Net income per basic common share	$	5.25	$	4.77	$	4.13	$	3.37	$	3.25
Weighted-average number of basic common shares		87,841		90,833		92,385		95,797		99,199
Net income per diluted common share	$	5.19	$	4.69	$	4.06	$	3.34	$	3.21
Weighted-average number of diluted common shares and equivalents		88,979		92,325		94,057		96,862		100,555
BALANCE SHEET AND OTHER DATA:
Cash, cash equivalents and short-term investments	$	1,539,025	$	1,281,351	$	946,419	$	630,257	$	428,522
Working capital, including current maturities of debt	$	1,753,484	$	1,340,241	$	1,200,791	$	777,808	$	666,796
Total assets	$	3,168,150	$	2,723,234	$	2,327,670	$	1,907,931	$	1,622,898
Long-term debt	$	1,045,000	$	700,000	$	700,000	$	500,000	$	500,000
Stockholders’ equity	$	1,467,357	$	1,226,578	$	1,068,797	$	848,949	$	661,005
Employees		5,860		5,672		5,381		5,216		5,033

Item 7:    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business and Financial Overview

The Company has two operating segments: the Waters Division and the TA Division (“TA^®”). The Waters Division’s 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, life science, 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 of fine chemicals, pharmaceuticals, water, polymers and viscous liquids in consumer goods and healthcare products.

19

The Company’s operating results are as follows for the years ended December 31, 2012, 2011 and 2010:

	Year Ended December 31,									% change
	2012			2011			2010			2012 vs. 2011			2011 vs. 2010
Product sales	$	1,280,507		$	1,322,136		$	1,166,627			(3	%)		13	%
Service sales		563,134			529,048			476,744			6	%		11	%
Total net sales		1,843,641			1,851,184			1,643,371			—			13	%
Total cost of sales		737,614			730,493			653,303			1	%		12	%
Gross profit		1,106,027			1,120,691			990,068			(1	%)		13	%
Gross profit as a % of sales		60.0	%		60.5	%		60.2	%
Selling and administrative expenses		477,270			490,011			445,456			(3	%)		10	%
Research and development expenses		96,004			92,347			84,274			4	%		10	%
Purchased intangibles amortization		13,829			9,733			10,406			42	%		(6	%)
Litigation provisions		7,434			—			—
Operating income		511,490			528,600			449,932			(3	%)		17	%
Operating income as a % of sales		27.7	%		28.6	%		27.4	%
Interest expense, net		(23,865	)		(19,348	)		(12,069	)		23	%		60	%
Income from operations before income taxes		487,625			509,252			437,863			(4	%)		16	%
Provision for income taxes		26,182			76,284			56,100			(66	%)		36	%
Net income	$	461,443		$	432,968		$	381,763			7	%		13	%
Net income per diluted common share	$	5.19		$	4.69		$	4.06			11	%		16	%

Sales were flat in 2012 as compared to 2011, as a 4% increase in combined sales of chemistry consumables and services was offset by a 4% decrease in instrument system sales. The increase in service sales was from higher renewal rates of service plans, as well as higher service demand billings from the Company’s installed base of customers. The decline in instrument system sales was generally attributable to timing of capital spending by our customers across all regions, except China, as a result of uncertain global economic conditions and the weakening of both the Euro, which impacted sales due to the effect of foreign currency translation, and Indian rupee, which effectively increased the price of the systems for certain customers. The effect of foreign currency translation negatively impacted 2012 sales by 2% across all products and services. The 2011 increase in sales of 13% as compared to 2010 was attributable to increased spending by the Company’s pharmaceutical, industrial and chemical analysis customers on new and existing LC, MS and TA products. The sales growth in 2011 was also attributable to an increase in demand for the ACQUITY UPLC^® H-Class, Xevo^® Q-Tof^TM, Xevo^® TQ-S and SYNAPT^® G2-S instrument systems. The effect of foreign currency translation increased sales by 3% in 2011 and had minimal impact on 2010 sales.

Sales to pharmaceutical customers increased 1% and 13% in 2012 and 2011, respectively. The increase in 2012 was primarily a result of increased spending on chemistry consumables and services. The increase in 2011 was due to increased sales of instrument systems, particularly ACQUITY UPLC H-Class, Xevo Q-Tof, Xevo TQ-S and SYNAPT G2-S instrument systems, and chemistry consumables and services. Combined sales to industrial and environmental customers decreased 2% in 2012 and increased 15% in 2011. Combined global sales to governmental and academic customers decreased 4% in 2012 and increased 5% in 2011. The decreases in 2012 sales were primarily attributable to timing of capital spending by our customers as a result of uncertain global economic conditions and the weakening of the Euro and Indian rupee, while the increases in 2011 were primarily attributable to sales of newly introduced LC and LC-MS systems as global economic conditions improved as compared to 2010.

20

The 3% decrease in operating income in 2012 as compared to 2011 was primarily due to one-time charges included in purchased intangibles amortization and litigation provisions and the effects of foreign currency translation. Included in purchased intangibles amortization in 2012 is $4 million of amortization expense related to the discontinuance of a product trade name intangible asset. The Company recorded $7 million of litigation provisions in 2012 for damages and fees estimated to be incurred in connection with complaints filed against the Company relating to patent infringement lawsuits. The Company paid $3 million of these litigation provisions in 2012. Foreign currency translation decreased 2012 operating profit by approximately $14 million. The Company expects the impact of foreign currency translation in 2013 to have a neutral effect on sales but negatively impact operating profits when compared to 2012, based on current exchange rates. This is primarily due to the mix of sales and costs in Japan and Europe, where a weaker Japanese Yen is expected to be offset by a stronger Euro.

The 17% increase in operating income in 2011 as compared to 2010 was primarily from increases in sales volumes and the favorable effect of foreign currency translation. Foreign currency translation accounted for approximately $26 million and $6 million of the increase in operating income in 2011 and 2010, respectively.

Net income per diluted share was primarily impacted by the following factors in 2012, 2011 and 2010:

• 2011 and 2010 benefited from higher sales volumes, product mix and the leveraging of lower growth in operating expenses.

• Foreign currency translation decreased net income per diluted share by $0.14 in 2012 and added $0.24 and $0.06 to net income per diluted share in 2011 and 2010, respectively.

• In 2012, the Company refinanced certain of its inter-company debt arrangements, which enabled the Company to record a $36 million tax benefit related to the recognition of a deferred tax asset associated with a non-U.S. net operating loss carryforward. In 2012, the Company also recorded a $6 million tax benefit related to a tax audit settlement in the U.S. These tax benefits added $0.48 per diluted share in 2012.

• In 2010, the Company recorded an $8 million tax benefit related to a tax audit settlement in the United Kingdom and a $2 million tax benefit related to the resolution of a pre-acquisition tax exposure. These tax benefits added $0.10 per diluted share in 2010. The impact from the shift in pretax income between tax rate jurisdictions increased net income per diluted share by $0.14 in 2010 after excluding this one-time transaction.

• The impact of lower weighted-average shares outstanding resulting from the Company’s share repurchase program, offset by the incremental interest expense on borrowings to repurchase those shares, increased net income per diluted share $0.14, $0.01 and $0.06 in 2012, 2011 and 2010, respectively. The Company plans to continue the share repurchase program in 2013.

Net cash provided by operating activities was $449 million, $497 million and $458 million in 2012, 2011 and 2010, respectively. The $48 million decrease in operating cash flow in 2012 when compared to 2011 was primarily a result of an increase of 7 days in days-sales-outstanding (“DSO”), payments in 2012 of amounts earned under the Company’s 2011 management incentive plans, higher U.S. tax payments and a $3 million litigation payment. The increase in operating cash flow in 2011 when compared to 2010 was primarily a result of higher net income and was also impacted by the payment in 2011 of amounts earned under the Company’s 2010 management incentive plans.

Within cash flows used in investing activities, capital expenditures related to property, plant, equipment and software capitalization were $105 million, $85 million and $63 million in 2012, 2011 and 2010, respectively. Capital expenditures were higher in 2012 and 2011 due to a multi-year project to consolidate certain existing primary MS research, manufacturing and distribution locations. As of December 31, 2012, the Company has spent a total of $52 million related to this project and expects to incur capital expenditures in the next few years in the range of $25 million to $50 million to finish construction of this facility.

21

In 2012, the Company acquired three businesses, its Israeli sales and service distributor, Baehr Thermoanalyse GmbH (“Baehr”) and Blue Reference, Inc., for a total of $31 million, net of cash acquired and including the assumption of $1 million of debt. Collectively, these acquisitions are expected to add approximately $13 million of sales in 2013 and be slightly accretive to earnings. The Company acquired Anter Corporation for $11 million in cash in 2011. The Company continues to evaluate the acquisition of businesses, product lines and technologies to augment the Waters and TA operating divisions.

Within cash flows used in financing activities, the Company received $29 million, $60 million and $101 million of proceeds from stock plans in 2012, 2011 and 2010, respectively. Fluctuations in these amounts were primarily attributable to changes in the Company’s stock price and the expiration of stock option grants. In May 2012, the Company’s Board of Directors authorized the Company to repurchase up to $750 million of its outstanding common stock over a two-year period. During 2012, 2011 and 2010, the Company repurchased $290 million, $364 million and $292 million of the Company’s outstanding common stock, respectively, under the May 2012 authorization and previously announced stock repurchase programs. The Company believes that it has the financial flexibility to fund these share repurchases given current cash and debt levels, as well as to invest in research, technology and business acquisitions to further grow the Company’s sales and profits. In August 2012, as permitted by the credit agreement dated July 2011 (the “2011 Credit Agreement”), the Company increased the revolving facility commitment by $200 million, bringing the total amount of the revolving facility commitment to $900 million. There were no other changes to the terms and conditions of the 2011 Credit Agreement. The Company will use the proceeds from the increased revolving facility commitment for general corporate purposes.

Results of Operations

Sales by Geography

Geographic sales information is presented below for the years ended December 31, 2012, 2011 and 2010 (in thousands):

	Year Ended December 31,						% change
	2012		2011		2010		2012 vs. 2011			2011 vs. 2010
Net Sales:
United States	$	531,912	$	530,606	$	499,535		—			6	%
Europe		549,341		574,770		494,638		(4	%)		16	%
Asia:
China		212,701		175,409		147,389		21	%		19	%
Japan		207,340		211,893		187,581		(2	%)		13	%
Asia Other		215,612		222,082		205,679		(3	%)		8	%
Total Asia		635,653		609,384		540,649		4	%		13	%
Other		126,735		136,424		108,549		(7	%)		26	%
Total net sales	$	1,843,641	$	1,851,184	$	1,643,371		—			13	%

In 2012, sales were lower in all major regions, except for the U.S., which remained flat, and Asia, where China’s sales grew 21% as compared to 2011. The sales growth in all regions in 2011 as compared to 2010 was attributable to increased spending by the Company’s pharmaceutical, industrial and chemical analysis customers on LC, MS and TA products. The overall sales growth in Asia in 2012 was driven by China but was tempered by lower sales in India, mostly due to lower Alliance instrument systems sales as a weaker Indian rupee increased the price of these systems, which are priced in U.S. dollars. The sales growth in China in 2012 can be attributed to strong customer demand in pharmaceutical, governmental, industrial and chemical analysis markets. The decline in Europe’s sales in 2012 was due to a 6% negative effect of foreign currency translation. Europe’s 2011 sales benefited from strong demand from pharmaceutical and chemical analysis customers and the effect of foreign currency translation increased Europe’s sales by 5%. The decline in the rest of the world’s sales in 2012

22

was due to lower demand of instrument systems from pharmaceutical, governmental and academic customers, while the 26% increase in the rest of the world’s sales in 2011 was primarily attributable to strong customer demand of instrument systems across all markets. The Company anticipates demand for instrument systems to improve in 2013 across most major regions, with the exception of China, where the demand for instrument systems is expected to continue at a double-digit growth rate.

Waters Division Net Sales

Net sales for the Waters Division’s products and services are as follows for the years ended December 31, 2012, 2011 and 2010 (in thousands):

	Year Ended December 31,															% change
	2012		% of Total			2011		% of Total			2010		% of Total			2012 vs. 2011			2011 vs. 2010
Waters instrument systems	$	828,458		51	%	$	878,367		53	%	$	772,631		53	%		(6	%)		14	%
Chemistry		294,787		18	%		292,506		18	%		264,368		18	%		1	%		11	%
Total Waters Division product sales		1,123,245					1,170,873					1,036,999					(4	%)		13	%
Waters service		509,412		31	%		480,553		29	%		434,352		29	%		6	%		11	%
Total Waters Division net sales	$	1,632,657		100	%	$	1,651,426		100	%	$	1,471,351		100	%		(1	%)		12	%

Waters instrument system sales (LC and MS technology-based) decreased 6% in 2012, which was primarily attributable to the timing of capital spending by our customers as a result of uncertain global economic conditions and the weakening of both the Euro, which impacted sales due to the effect of foreign currency translation, and Indian rupee, which effectively increased the price of the systems for certain customers. The 14% increase in instrument systems sales in 2011 was primarily attributable to higher demand from the Company’s pharmaceutical and industrial customers and the adoption and uptake in sales from the ACQUITY UPLC H-Class, Xevo Q-Tof and Xevo TQ-S instrument systems. Chemistry consumables sales increased 1% in 2012, with the effect of foreign currency translation negatively impacting chemistry consumables sales by 2%. The 11% increase in chemistry consumables sales in 2011 was driven primarily by higher demand for chemistry consumable products, including increased sales of ACQUITY UPLC lines of columns, and by the bundling of chromatography columns with growing LC system sales. Waters Division service sales increased 6% and 11% in 2012 and 2011, respectively, due to increased sales of service plans and higher service demand billings to a higher installed base of customers. The effect of foreign currency translation decreased Waters Division sales across all products and services by 2% in 2012 and increased sales 3% in 2011.

In 2012, Waters Division sales increased 3% in Asia, while sales were flat in the U.S and decreased 5% in Europe and 6% in the rest of the world. Asia experienced double-digit sales growth rates in China in 2012, particularly in the pharmaceutical, governmental, industrial and chemical analysis markets. The 2012 growth in China was offset by a decline in capital expenditures by customers in India, mostly due to lower Alliance instrument systems sales as a weaker Indian rupee increased the price of these systems, which are priced in U.S. dollars. The decline in Europe’s sales was due to a 6% negative effect of foreign currency translation.

In 2011, Waters Division sales in Europe increased 16%, with the effect of foreign currency translation increasing Europe’s sales by 5%. Waters Division sales in Europe benefited from strong demand for instrument systems from pharmaceutical and chemical analysis customers. Waters Division sales in Asia in 2011 increased 13% due to strong sales in China and a 4% increase due to the effects of foreign currency translation. In 2011, Waters Division sales in the U.S. increased 5% and sales to the rest of the world increased 25%. Foreign currency translation had minimal impact on sales in the rest of world in 2011.

23

TA Division Net Sales

Net sales for the TA Division’s products and services are as follows for the years ended December 31, 2012, 2011 and 2010 (in thousands):

	Year Ended December 31,															% change
	2012		% of Total			2011		% of Total			2010		% of Total			2012 vs. 2011			2011 vs. 2010
TA instrument systems	$	157,262		75	%	$	151,263		76	%	$	129,628		75	%		4	%		17	%
TA service		53,722		25	%		48,495		24	%		42,392		25	%		11	%		14	%
Total TA net sales	$	210,984		100	%	$	199,758		100	%	$	172,020		100	%		6	%		16	%

The increase in TA instrument system sales in both 2012 and 2011 was primarily a result of higher demand for instrument systems from TA’s industrial customers, as well as revenue associated with the shipment of the new Discovery instrument systems. TA service sales increased in both 2012 and 2011 due to sales of service plans and billings to a higher installed base of customers. The effect of foreign currency translation decreased TA’s sales by 1% in 2012 and increased sales 3% in 2011. Recent acquisitions added approximately 4% to TA’s sales in 2012 and 1% in 2011. TA’s 2012 sales increased in the U.S., Europe and Asia, while sales to the rest of the world declined. TA’s sales increased in each territory in 2011.

Gross Profit

Gross profit decreased 1% in 2012 as compared to 2011, while gross profit as a percentage of sales decreased from 60.5% to 60.0%, primarily due to changes in instrument systems product mix and the negative effects of foreign currency translation. Gross profit increased 13% in 2011 as compared to 2010, while gross profit as a percentage of sales increased from 60.2% to 60.5%, due to sales volume leveraging manufacturing fixed costs and the favorable impact of foreign currency translation.

Gross profit as a percentage of sales is affected by many factors, including, but not limited to, price, product mix, foreign currency translation and product costs of instrument systems and associated software platforms. The cost and amortization of capitalized software development costs for the Company’s recently introduced ACQUITY^® UPC^2™ and UNIFI^® products may affect the Company’s product mix and associated gross profit in 2013. The Company also expects that the impact of foreign currency translation will negatively affect gross profit, based on current exchange rates.

Selling and Administrative Expenses

Selling and administrative expenses decreased 3% in 2012 and increased 10% in 2011. The decrease in selling and administrative expenses in 2012 was a result of the favorable impact of foreign currency translation and lower incentive compensation in 2012 as compared to 2011. The increase in selling and administrative expenses in 2011 was a result of the Company’s investment in headcount additions, principally in sales and service; higher merit and fringe benefit costs; higher sales and incentive compensation costs; and foreign currency translation. As a percentage of net sales, selling and administrative expenses were 25.9% for 2012 compared to 26.5% for 2011 and 27.1% for 2010. The Company expects selling and administrative expenses to increase in 2013 as a result of headcount additions and acquisitions in 2012, as well as restored incentive compensation levels, based on projected 2013 results.

Research and Development Expenses

Research and development expenses increased 4% and 10% in 2012 and 2011, respectively, primarily due to additional headcount and development costs incurred on new products.

Purchased Intangibles Amortization

In 2012, the Company incurred a one-time $4 million charge to purchased intangibles amortization expense related to the discontinuance of a product trade name intangible asset.

24

Litigation Provision

The Company recorded $7 million of litigation provisions in 2012 for damages and fees estimated to be incurred in connection with complaints filed against the Company relating to patent infringement lawsuits. The Company paid $3 million of these litigation provisions in 2012.

Interest Expense

The increases in net interest expense in 2012 and 2011 were primarily attributable to an increase in average borrowings, as well as higher interest rates paid on fixed-rate debt.

Provision for Income Taxes

The four principal jurisdictions in which the Company manufactures are the U.S., Ireland, the United Kingdom and Singapore, where the marginal effective tax rates are approximately 37.5%, 12.5%, 23.25% and 0%, respectively. The Company has a contractual tax rate in Singapore of 0% through March 2016, based upon achievement of contractual milestones that the Company expects to continue to meet. The current statutory tax rate in Singapore is 17%. The Company’s effective tax rate is influenced by many significant factors, including, but not limited to, the wide range of income tax rates in jurisdictions in which the Company operates; sales volumes and profit levels in each tax jurisdiction; changes in tax laws, tax rates and policies; the outcome of various ongoing tax audit examinations; and the impact of foreign currency transactions and translation. As a result of variability in these factors, the Company’s effective tax rates in the future may not be similar to the effective tax rates for the current or prior year.

The Company’s effective tax rates were 5.4%, 15.0% and 12.8% in 2012, 2011 and 2010, respectively. The income tax provision for 2012 included a $36 million tax benefit related to the Company’s refinancing of certain of its inter-company debt arrangements, which enabled the Company to recognize a deferred tax asset associated with a non-U.S. net operating loss carryforward. In 2012, the Company also recorded a $6 million tax benefit related to a tax audit settlement in the U.S. These tax benefits decreased the Company’s effective tax rate by 8.6 percentage points in 2012. Included in the income tax provision for 2011 is a $2 million tax benefit related to the reversal of a reserve for interest related to a tax audit settlement in the United Kingdom. This tax benefit decreased the Company’s effective tax rate by 0.3 percentage points in 2011. Included in the 2010 income tax provision was an $8 million tax benefit related to a tax audit settlement in the United Kingdom and $2 million of tax benefit related to the resolution of a pre-acquisition tax exposure. These tax benefits decreased the Company’s effective tax rate by 2.1 percentage points in 2010. The remaining differences between the effective tax rates for 2012, 2011 and 2010 were primarily attributable to differences in the proportionate amounts of pre-tax income recognized in jurisdictions with different effective tax rates.

On January 2, 2013, the U.S. enacted legislation that retroactively extended the research and development tax credit (“R&D Tax Credit”) for two years, from January 1, 2012 through December 31, 2013. The Company expects that its income tax provision for the first quarter of 2013 will include the entire benefit of the R&D Tax Credit attributable to 2012, which is estimated to be approximately $2 million, and the first quarter of 2013. The Company will continue to record the benefit of the R&D Tax Credit in subsequent quarters in 2013.

25

Liquidity and Capital Resources

Condensed Consolidated Statements of Cash Flows (in thousands):

	Year Ended December 31,
	2012			2011			2010
Net income	$	461,443		$	432,968		$	381,763
Depreciation and amortization		68,831			66,387			62,558
Stock-based compensation		29,183			27,579			24,852
Deferred income taxes		(52,219	)		(5,824	)		(15,037	)
Change in accounts receivable		(39,836	)		(12,528	)		(43,286	)
Change in inventories		(21,655	)		(18,838	)		(37,036	)
Change in accounts payable and other current liabilities		563			(11,845	)		52,017
Change in deferred revenue and customer advances		11,005			2,630			9,433
Other changes		(8,035	)		16,845			22,592
Net cash provided by operating activities		449,280			497,374			457,856
Net cash used in investing activities		(296,394	)		(355,976	)		(411,515	)
Net cash used in financing activities		(66,535	)		(60,422	)		(60,252	)
Effect of exchange rate changes on cash and cash equivalents		10,694			(5,484	)		(18,702	)
Increase (decrease) in cash and cash equivalents	$	97,045		$	75,492		$	(32,613	)

Cash Flow from Operating Activities

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

Net cash provided by operating activities was $449 million and $497 million in 2012 and 2011, respectively. The changes within net cash provided by operating activities in 2012 as compared to 2011 include the following significant changes in the sources and uses of net cash provided by operating activities, aside from the increase in net income:

• The increases in net income and deferred income taxes in 2012 were primarily attributable to a $36 million tax benefit related to the Company’s refinancing of certain of its inter-company debt arrangements, which enabled the Company to recognize a deferred tax asset associated with a non-U.S. net operating loss carryforward.

• The change in accounts receivable in 2012 compared to 2011 was primarily attributable to timing of payments made by customers and timing of sales in 2012 as compared to 2011. DSO was 71 days at December 31, 2012 and 64 days December 31, 2011.

• The 2012 change in inventories was primarily attributable to the increase in inventory related to new products expected to be launched in 2013.

• The 2012 change in accounts payable and other current liabilities was impacted by an increase in accrued income taxes, which was offset by higher U.S. tax payments. In addition, accounts payable and other current liabilities was impacted by lower levels of incentive compensation earned in 2012 as compared to 2011, as well as the payment of the 2011 incentive compensation in 2012 and timing of payments to vendors.

• Net cash provided from deferred revenue and customer advances in both 2012 and 2011 was a result of an increase in new service contracts, as well as a higher installed base of customers renewing annual service contracts.

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

26

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

Net cash provided by operating activities was $497 million and $458 million in 2011 and 2010, respectively. The changes within net cash provided by operating activities in 2011 when compared to 2010 include the following significant changes in the sources and uses of net cash provided by operating activities, aside from the increase in net income:

• The change in accounts receivable in 2011 compared to 2010 was primarily attributable to timing of payments made by customers and higher sales volumes in 2011 as compared to 2010. DSO was 64 days at December 31, 2011 and 67 days at December 31, 2010.

• The 2011 change in inventories was attributable to the increase in inventory related to the introduction of new products and associated spare parts launched in 2011.

• The 2011 change in accounts payable and other current liabilities was a result of timing of payments to vendors and a decrease in income taxes payable in the current year as a result of the utilization of net operating loss carryforwards in the U.S. The 2010 change in accounts payable and other current liabilities was a result of increases in accounts payable and accrued income taxes.

• Net cash provided from deferred revenue and customer advances in both 2011 and 2010 was a result of the higher installed base of customers renewing annual service contracts.

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

Cash Used in Investing Activities

Net cash used in investing activities totaled $296 million, $356 million and $412 million in 2012, 2011 and 2010, respectively. Additions to fixed assets and capitalized software were $105 million, $85 million and $63 million in 2012, 2011 and 2010, respectively. Capital expenditures were higher in 2012 and 2011 due to a multi-year project to consolidate certain existing primary MS research, manufacturing and distribution locations. As of December 31, 2012, the Company has spent a total of $52 million related to this project and expects to incur capital expenditures in the next few years in the range of $25 million to $50 million to finish construction of this facility.

During 2012, 2011 and 2010, the Company purchased $1,816 million, $1,749 million and $1,235 million of short-term investments, respectively, while $1,655 million, $1,490 million and $886 million of short-term investments matured, respectively. Business acquisitions, net of cash acquired, were $31 million and $11 million during 2012 and 2011, respectively. There were no business acquisitions in 2010.

Cash Used in Financing Activities

In August 2012, as permitted by the 2011 Credit Agreement, the Company increased the revolving facility commitment by $200 million, bringing the total amount of the revolving facility commitment to $900 million. There were no other changes to the terms and conditions of the 2011 Credit Agreement. The term loan facility and the revolving facility both mature on July 28, 2016 and require no scheduled prepayments before that date.

The interest rates applicable to the 2011 Credit Agreement are, at the Company’s option, equal to either the base rate (which is the highest of (i) the prime rate, (ii) the federal funds rate plus 1/2%, or (iii) the one month LIBOR rate plus 1%) or the applicable 1, 2, 3, 6, 9 or 12 month LIBOR rate, in each case, plus an interest rate margin based upon the Company’s leverage ratio, which can range between 0 to 20 basis points and between 85 basis points and 120 basis points, respectively. The facility fees on these credit agreements range between 15 basis points and 30 basis points. These credit agreements require that the Company comply with an interest coverage ratio test of not less than 3.50:1 and a leverage ratio test of not more than 3.25:1 for any period of four consecutive fiscal quarters, respectively. In addition, the credit agreement includes negative covenants,

27

affirmative covenants, representations and warranties and events of default that are customary for investment grade credit facilities. As of December 31, 2012, the Company was in compliance with all such covenants.

The Company issued and sold senior unsecured notes with a face value of $200 million in both 2011 and 2010. The Company used the proceeds from the issuance of these senior unsecured notes to repay other outstanding debt and for general corporate purposes. Interest on both issuances of senior unsecured notes is payable semi-annually. The Company may redeem some of the notes at any time in an amount not less than 10% of the aggregate principal amount outstanding, plus accrued and unpaid interest, plus the applicable make-whole amount. These senior unsecured notes require that the Company comply with an interest coverage ratio test of not less than 3.50:1 and a leverage ratio test of not more than 3.50:1 for any period of four consecutive fiscal quarters, respectively. In addition, these senior unsecured notes include customary negative covenants, affirmative covenants, representations and warranties and events of default.

During 2012, 2011 and 2010, the Company’s net debt borrowings increased by $186 million, $225 million and $134 million, respectively. As of December 31, 2012, the Company had a total of $1,178 million in outstanding debt, which consisted of $400 million in outstanding notes, $300 million borrowed under a term loan facility under the 2011 Credit Agreement, $470 million borrowed under revolving credit facility under the 2011 Credit Agreement and $8 million borrowed under various other short-term lines of credit. At December 31, 2012, $125 million of the outstanding portions of the revolving facilities have been classified as short-term liabilities in the consolidated balance sheets due to the fact that the Company expects to utilize this portion of the revolving line of credit to fund its working capital needs. It is the Company’s intention to pay the short-term portions of the outstanding revolving line of credit balance during the subsequent twelve months following the respective period end date. The remaining $345 million of the outstanding portions of the revolving facilities have been classified as long-term liabilities in the consolidated balance sheets, as no repayments are required prior to the maturity date in 2016 and this portion is not expected to be repaid within the next twelve months. As of December 31, 2012, the Company had a total amount available to borrow under existing credit agreements of $428 million after outstanding letters of credit.

In May 2012, the Company’s Board of Directors authorized the Company to repurchase up to $750 million of its outstanding common stock over a two-year period. During 2012, 2011 and 2010, the Company repurchased 3.5 million, 4.5 million and 4.4 million shares at a cost of $290 million, $364 million and $292 million, respectively, under the May 2012 authorization and previously announced programs. As of September 29, 2012, the Company repurchased an aggregate of 6.0 million shares of its common stock under the now expired share repurchase program authorized in February 2011 for an aggregate cost of $497 million. As of December 31, 2012, the Company had purchased an aggregate of 1.3 million shares at a cost of $107 million under the May 2012 program, leaving $643 million authorized for future repurchases. In addition, the Company repurchased $6 million, $6 million and $4 million of common stock during 2012, 2011 and 2010 related to the vesting of restricted stock units.

The Company received $29 million, $60 million and $101 million of proceeds from the exercise of stock options and the purchase of shares pursuant to the Company’s employee stock purchase plan in 2012, 2011 and 2010, respectively.

The Company had cash, cash equivalents and short-term investments of $1,539 million as of December 31, 2012. The majority of the Company’s cash, cash equivalents and short-term investments are generated from foreign operations, with $1,489 million held by foreign subsidiaries at December 31, 2012. Due to the fact that most of the Company’s cash, cash equivalents and short-term investments are held outside of the U.S., the Company must manage and maintain sufficient levels of cash flow in the U.S. to fund operations and capital expenditures, service debt and interest, finance potential U.S. acquisitions and continue to repurchase shares under the authorized stock repurchase program in the U.S. These U.S. cash requirements are funded primarily by the Company’s cash flow from U.S. operations and the use of the Company’s revolving credit facilities.

28

Management believes, as of the date of this report, that its financial position, particularly in the U.S., along with expected future cash flows from earnings based on historical trends, the ability to raise funds from external sources and the borrowing capacity from existing, committed credit facilities will be sufficient to service debt and fund working capital and capital spending requirements, authorized share repurchase amounts, potential acquisitions and any adverse final determination of ongoing litigation and tax audit examinations. In addition, there have been no recent significant changes to the Company’s financial position, nor are there any anticipated changes, to warrant a material adjustment related to indefinitely reinvested foreign earnings.

Contractual Obligations and Commercial Commitments

The following is a summary of the Company’s known contractual obligations as of December 31, 2012 (in thousands):

	Payments Due by Year (1)
	Total		2013		2014		2015		2016		2017		2018		After 2018
Notes payable and debt	$	132,781	$	132,781	$	—	$	—	$	—	$	—	$	—	$	—
Interest on senior unsecured notes		80,721		15,205		15,205		11,768		10,465		10,205		7,656		10,217
Long-term debt		1,045,000		—		—		100,000		695,000		—		—		250,000
Operating leases		78,112		23,243		18,135		11,456		7,259		5,260		4,315		8,444
Total	$	1,336,614	$	171,229	$	33,340	$	123,224	$	712,724	$	15,465	$	11,971	$	268,661

(1) Does not include normal purchases made in the ordinary course of business and uncertain tax positions discussed below.

The interest rates applicable to term loan and revolving loans under the 2011 Credit Agreement are, at the Company’s option, equal to either the base rate (which is the highest of (i) the prime rate, (ii) the federal funds rate plus 1/2%, or (iii) the one month LIBOR rate plus 1%) or the applicable 1, 2, 3, 6, 9 or 12 month LIBOR rate, in each case, plus an interest rate margin based upon the Company’s leverage ratio, which can range between 0 to 20 basis points and between 85 basis points and 120 basis points, respectively. The facility fee on the 2011 Credit Agreement ranges between 15 basis points and 30 basis points. The 2011 Credit Agreement requires that the Company comply with an interest coverage ratio test of not less than 3.50:1 and a leverage ratio test of not more than 3.25:1 for any period of four consecutive fiscal quarters, respectively. In addition, the 2011 Credit Agreement includes negative covenants, affirmative covenants, representations and warranties and events of default that are customary for investment grade credit facilities. As of December 31, 2012, the Company was in compliance with all such covenants.

The following is a summary of the Company’s known commercial commitments as of December 31, 2012 (in thousands):

	Amount of Commitments Expiration Per Period
	Total		2013		2014		2015		2016		2017		2018		After 2018
Letters of credit	$	18,035	$	16,249	$	1,786	$	—	$	—	$	—	$	—	$	—

The Company licenses certain technology and software from third parties. Fees paid for licenses were less than $1 million in each of the years 2012, 2011 and 2010. Future minimum license fees payable under existing license agreements as of December 31, 2012 are immaterial.

From time to time, the Company and its subsidiaries are involved in various litigation matters arising in the ordinary course of business. The Company believes it has meritorious arguments in its current litigation matters and believes any outcome, either individually or in the aggregate, will not be material to the Company’s financial position or results of operations. See Item 3, Legal Proceedings, of Part I of this Form 10-K.

29

The Company has long-term liabilities for deferred employee compensation, including pension and supplemental executive retirement plans. The payments related to the supplemental retirement plan are not included above since they are dependent upon when the employee retires or leaves the Company and whether the employee elects lump-sum or annuity payments. During fiscal year 2013, the Company expects to contribute approximately $8 million to $10 million to the Company’s defined benefit plans.

In order to accommodate future sales growth, the Company purchased land in the United Kingdom in 2011 to consolidate certain existing primary MS research, manufacturing and distribution locations in the United Kingdom into one facility. As of December 31, 2012, the Company has spent a total of $52 million related to this project and expects to incur capital expenditures in the next few years in the range of $25 million to $50 million to finish construction of this facility. The Company believes it can fund the construction of this facility with cash flows from operating activities and its borrowing capacity from committed credit facilities.

The Company accounts for its uncertain tax return reporting positions in accordance with the accounting standards for income taxes, which require financial statement reporting of the expected future tax consequences of uncertain tax return reporting positions on the presumption that all relevant tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances, but prohibit any discounting of any of the related tax effects for the time value of money. If all of the Company’s unrecognized tax benefits accrued as of December 31, 2012 were to become recognizable in the future, the Company would record a total reduction of approximately $64 million in its income tax provision.

The Company’s uncertain tax positions are taken with respect to income tax return reporting periods beginning after December 31, 1999, which are the periods that generally remain open to income tax audit examination by the concerned income tax authorities. The Company continuously monitors the lapsing of statutes of limitations on potential tax assessments for related changes in the measurement of unrecognized tax benefits, related net interest and penalties, and deferred tax assets and liabilities.

The Company is currently engaged in continuing communications with tax authorities in the U.S., Japan and various other jurisdictions regarding examinations of the Company’s tax returns related to matters for which the Company has previously recorded uncertain tax benefits. During 2012, the Company did not record any material changes in the measurement of any unrecognized tax benefits related to these ongoing tax audit examinations. As of December 31, 2012, the Company anticipates that it will be able to resolve certain of these ongoing tax audit examinations during the next twelve months. As of December 31, 2012, the Company expects to record a reduction in the measurement of its unrecognized tax benefits and related net interest and penalties in the range of approximately $5 million to $39 million within the next twelve months due to the lapsing of statutes of limitations on potential tax assessments and the settlement of ongoing tax audit examinations, and does not otherwise expect to record any other material changes within the next twelve months. These amounts have been classified as accrued income taxes in the consolidated balance sheets.

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

Off-Balance Sheet Arrangements

The Company has not created, and is not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating parts of its business that are not consolidated (to the extent of the Company’s ownership interest therein) into the consolidated financial statements. The Company has not entered into any transactions with unconsolidated entities whereby it has subordinated retained interests, derivative instruments or other contingent arrangements that expose the Company to material continuing risks, contingent liabilities or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company.

The Company enters into standard indemnification agreements in its ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party for

30

losses suffered or incurred by the indemnified party, generally the Company’s business partners or customers, in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to its current products, as well as claims relating to property damage or personal injury resulting from the performance of services by the Company or its subcontractors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Historically, the Company’s costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and management accordingly believes the estimated fair value of these agreements is immaterial.

Critical Accounting Policies and Estimates

Summary

The preparation of consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. Critical accounting policies are those that are central to the presentation of the Company’s financial condition and results of operations that require management to make estimates about matters that are highly uncertain and that would have a material impact on the Company’s results of operations given changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that reasonably could have been used in the current period. On an ongoing basis, the Company evaluates its policies and estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There are other items within the Company’s consolidated financial statements that require estimation, but are not deemed critical as defined above. Changes in estimates used in these and other items could potentially have a material impact on the Company’s consolidated financial statements.

Revenue Recognition

Sales of products and services are generally recorded based on product shipment and performance of service, respectively. The Company’s deferred revenue on the consolidated balance sheets consists of the obligation on instrument service contracts and customer payments received in advance, prior to shipment of the instrument. At December 31, 2012, the Company had current and long-term deferred revenue liabilities of $121 million and $23 million, respectively. Revenue is recognized when all of the following revenue recognition criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the vendor’s fee is fixed or determinable; collectibility is reasonably assured and, if applicable, upon acceptance when acceptance criteria with contractual cash holdback are specified. Shipping and handling costs are included in cost of sales, net of amounts invoiced to the customer per the order.

Product shipments, including those for demonstration or evaluation, and service contracts are not recorded as revenues until a valid purchase order or master agreement is received specifying fixed terms and prices. The Company generally recognizes product revenue when legal title has transferred and risk of loss passes to the customer. The Company structures its sales arrangements as shipping point or international equivalent and, accordingly, recognizes revenue upon shipment. In some cases, destination based shipping terms are included in sales arrangements, in which cases revenue is generally recognized when the products arrive at the customer site.

The Company’s method of revenue recognition for certain products requiring installation is in accordance with multiple-element revenue recognition accounting standards. With respect to the installation obligations, the larger of the contractual cash holdback or the best estimate of selling price of the installation service is deferred when the product is shipped and revenue is recognized as a multiple-element arrangement when installation is complete. The Company determines the best estimate of selling price of installation based upon a number of factors, including hourly service billing rates, estimated installation hours and comparisons of amounts charged by third parties.

31

Instrument service contracts are typically billed at the beginning of the maintenance period. The amount of the service contract is amortized ratably to revenue over the instrument maintenance period. There are no deferred costs associated with the service contract as the cost of the service is recorded when the service is performed. No revenue is recognized until all revenue recognition criteria have been met.

Sales of software are accounted for in accordance with the accounting standards for software revenue recognition. The Company’s software arrangements typically include software licenses and maintenance contracts. Software license revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, collection is probable, and there are no significant post-delivery obligations remaining. The revenue associated with the software maintenance contract is recognized ratably over the maintenance term. Unspecified rights to software upgrades are typically sold as part of the maintenance contract on a when-and-if-available basis. The Company uses the residual method to allocate software revenue when a transaction includes multiple elements and vendor specific objective evidence of the fair value of undelivered elements exists. Under the residual method, the fair value of the undelivered element (maintenance) is deferred and the remaining portion of the arrangement fee is allocated to the delivered element (software license) and is recognized as revenue.

Loss Provisions on Accounts Receivable and Inventory

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company does not request collateral from its customers, but collectibility is enhanced through the use of credit card payments and letters of credit. The Company assesses collectibility based on a number of factors, including, but not limited to, past transaction history with the customer, the credit-worthiness of the customer, industry trends and the macro-economic environment. Historically, the Company has not experienced significant bad debt losses. Sales returns and allowances are estimates of future product returns related to current period revenue. Material differences may result in the amount and timing of revenue for any period if management made different judgments or utilized different estimates for sales returns and allowances for doubtful accounts. The Company’s accounts receivable balance at December 31, 2012 was $405 million, net of allowances for doubtful accounts and sales returns of $8 million.

The Company values all of its inventories at the lower of cost or market on a first-in, first-out basis (“FIFO”). The Company estimates revisions to its inventory valuations based on technical obsolescence, historical demand, projections of future demand, including that in the Company’s current backlog of orders, and industry and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional write-downs may be required. The Company’s inventory balance at December 31, 2012 was recorded at its net realizable value of $230 million, which is net of write-downs of $18 million.

Long-Lived Assets, Intangible Assets and Goodwill

The Company assesses the impairment of identifiable intangibles, long-lived assets and goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important which could trigger impairment include, but are not limited to, the following:

• significant underperformance relative to historical or projected future operating results, particularly as it pertains to capitalized software and patent costs;

• significant negative industry or economic trends, competitive products and technologies; and

• significant changes or developments in strategic technological collaborations or legal matters which affect the Company’s capitalized patents, purchased technology, trademarks and intellectual properties, such as licenses.

32

When the Company determines that the carrying value of an individual intangible asset, long-lived asset or goodwill may not be recoverable based upon the existence of one or more of the above indicators, an estimate of undiscounted future cash flows produced by that intangible asset, long-lived asset or goodwill, including its eventual residual value, is compared to the carrying value to determine whether impairment exists. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the asset, the asset is written-down to its estimated fair value. Net intangible assets, long-lived assets and goodwill amounted to $220 million, $273 million and $317 million, respectively, as of December 31, 2012.

The Company performs annual impairment reviews of its goodwill on January 1 of each year. For goodwill impairment review purposes, the Company has two reporting units, the Waters Division and TA Division. The Company currently does not expect to record an impairment charge in the foreseeable future; however, there can be no assurance that, at the time future reviews are completed, a material impairment charge will not be recorded. The factors that could cause a material goodwill impairment charge in the future include, but are not limited to, the following:

• significant decline in the Company’s projected revenue, earnings or cash flows;

• significant adverse change in legal factors or business climate;

• significant decline in the Company’s stock price or the stock price of comparable companies;

• adverse action or assessment by a regulator; and

• unanticipated competition.

Warranty

Product warranties are recorded at the time revenue is recognized for certain product shipments. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, the Company’s warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage or service delivery costs differ from the Company’s previous estimates, revisions to the estimated warranty liability would be required. At December 31, 2012, the Company’s warranty liability was $12 million.

Income Taxes

As part of the process of preparing the consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves the Company estimating its actual current tax exposure together with assessing changes in temporary differences resulting from differing treatment of items, such as depreciation, amortization and inventory reserves, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheets. In the event that actual results differ from these estimates, or the Company adjusts these estimates in future periods, the Company may need to establish an additional valuation allowance which could materially impact its financial position and results of operations.

The accounting standards for income taxes require that a company continually evaluate the necessity of establishing or changing a valuation allowance for deferred tax assets, depending on whether it is more likely than not that the actual benefit of those assets will be realized in future periods. In addition, the Company accounts for its uncertain tax return reporting positions in accordance with the income taxes accounting standards, which require financial statement reporting of the expected future tax consequences of uncertain tax return reporting positions on the presumption that all relevant tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances, but prohibit any discounting of any of the related tax effects for the time value of money. At December 31, 2012, the Company had unrecognized tax benefits of $64 million, $39 million of which are classified as current liabilities and $25 million of which are classified as long-term liabilities in the consolidated balance sheets.

33

Litigation

As described in Item 3, Legal Proceedings, of Part I of this Form 10-K, the Company is a party to various pending litigation matters. With respect to each pending claim, management determines whether it can reasonably estimate whether a loss is probable and, if so, the probable range of that loss. If and when management has determined, with respect to a particular claim, both that a loss is probable and that it can reasonably estimate the range of that loss, the Company records a charge equal to either its best estimate of that loss or the lowest amount in that probable range of loss. The Company will disclose additional exposures when the range of loss is subject to considerable uncertainty.

With respect to the specific claims referenced in Item 3, Legal Proceedings, of Part I of this Form 10-K, management of the Company to date has been able to make this determination and thus has recorded charges with respect to those claims. As developments occur in these matters and additional information becomes available, management of the Company will reassess the probability of any losses and of their range, which may result in its recording additional charges which could materially impact the Company’s results of operations or financial position.

Pension and Other Retirement Benefits

Assumptions used in determining projected benefit obligations and the fair values of plan assets for the Company’s pension plans and other retirement benefits are evaluated periodically by management. Changes in assumptions are based on relevant company data. Critical assumptions, such as the discount rate used to measure the benefit obligations and the expected long-term rate of return on plan assets, are evaluated and updated annually. The Company has assumed that the weighted-average expected long-term rate of return on plan assets will be 7.12% for its U.S. benefit plans and 1.88% for its non-U.S. benefit plans.

At the end of each year, the Company determines the discount rate that reflects the current rate at which the pension liabilities could be effectively settled. The Company determined the discount rate based on the analysis of the Mercer Pension Discount Curve for high quality investments as of December 31, 2012 that best matched the timing of the plan’s future cash flows for the period to maturity of the pension benefits. Once the interest rates were determined, the plan’s cash flow was discounted at the spot interest rate back to the measurement date. At December 31, 2012, the Company determined the weighted-average discount rate to be 3.90% for the U.S. benefit plans and 3.10% for the non-U.S. benefits plans.

A one-quarter percentage point increase in the discount rate would decrease the Company’s net periodic benefit cost for the Waters Retirement Plan by less than $1 million. A one-quarter percentage point increase in the assumed long-term rate of return would decrease the Company’s net periodic benefit cost for the Waters Retirement Plan by less than $1 million.

Stock-based Compensation

The accounting standards for stock-based compensation require that all share-based payments to employees be recognized in the statements of operations based on their fair values. The Company has used the Black-Scholes model to determine the fair value of its stock option awards. Under the fair-value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating stock price volatility and employee stock option exercise behaviors. If actual results differ significantly from these estimates, stock-based compensation expense and the Company’s results of operations could be materially impacted. As stock-based compensation expense recognized in the consolidated statements of operations is based on awards that ultimately are expected to vest, the amount of the expense has been reduced for estimated forfeitures. These accounting standards require forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical experience. If factors change and the Company employs different assumptions in the application of these accounting standards, the compensation expense that

34

the Company records in future periods may differ significantly from what the Company has recorded in the current period. The Company recognizes the expense using the straight-line attribution method.

As of December 31, 2012, unrecognized compensation costs and related weighted-average lives over which the costs will be amortized were as follows (in millions):

	Unrecognized Compensation Costs		Weighted-Average Life in Years
Stock options	$	47		3.7
Restricted stock units		27		3.1
Restricted stock		1		1.6
Total	$	75		3.5

Recent Accounting Standard Changes and Developments

Information regarding recent accounting standard changes and developments is incorporated by reference from Part II, Item 8, Financial Statements and Supplementary Data, of this document and should be considered an integral part of this Item 7. See Note 2 in the Notes to the Consolidated Financial Statements for recently adopted and issued accounting standards.

Item 7A: Quantitative and Qualitative Disclosures About Market Risk

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 and interest 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 Euro, Japanese Yen, British Pound 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 is also exposed to the risk that its earnings and cash flows could be adversely impacted by fluctuations in interest rates. The Company’s policy is to manage interest costs by using a mix of fixed and floating rate debt that management believes is appropriate. At times, to manage this mix in a cost efficient manner, the Company has periodically entered into interest rate swaps in which the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed upon notional amount.

Derivative Transactions

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. If the derivative is designated as a fair-value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in earnings when the hedged item

35

affects earnings; ineffective portions of changes in fair value are recognized in earnings. In addition, disclosures required for derivative instruments and hedging activities include the Company’s objectives for using derivative instruments, the level of derivative activity the Company engages in, as well as how derivative instruments and related hedged items affect the Company’s financial position and performance.

The Company currently uses derivative instruments to manage exposures to foreign currency risks. The Company’s objectives for holding derivatives are to minimize foreign currency risk using the most effective methods to eliminate or reduce the impact of foreign currency exposures. The Company documents all relationships between hedging instruments and hedged items and links all derivatives designated as fair value, cash flow or net investment hedges to specific assets and liabilities on the consolidated balance sheets or to specific forecasted transactions. In addition, the Company considers the impact of its counterparties’ credit risk on the fair value of the contracts as well as the ability of each party to execute under the contracts. The Company also assesses and documents, both at the hedges’ inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows associated with the hedged items.

The Company enters into forward foreign exchange contracts, principally to hedge the impact of currency fluctuations on certain inter-company balances and short-term assets and liabilities. Principal hedged currencies include the Euro, Japanese Yen, British Pound and Singapore Dollar. 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 selling and administrative expenses in the consolidated statements of operations. At December 31, 2012, 2011 and 2010, the Company held forward foreign exchange contracts with notional amounts totaling $134 million, $161 million and $136 million, respectively.

The Company’s foreign currency exchange contracts included in the consolidated balance sheets are classified as follows (in thousands):

	December 31, 2012		December 31, 2011
Other current assets	$	1,173	$	81
Other current liabilities	$	693	$	1,317

The following is a summary of the activity in the statements of operations related to the forward foreign exchange contracts (in thousands):

	Year Ended December 31,
	2012		2011			2010
Realized gains (losses) on closed contracts	$	4,186	$	(2,233	)	$	(8,138	)
Unrealized gains (losses) on open contracts		1,716		(1,035	)		(39	)
Cumulative net pre-tax gains (losses)	$	5,902	$	(3,268	)	$	(8,177	)

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, 2012 would decrease pre-tax earnings by approximately $13 million.

The Company is exposed to the risk of interest rate fluctuations from the investments of cash generated from operations. The Company’s cash equivalents represent highly liquid investments, with original maturities of 90 days or less, primarily in bank deposits, U.S. and U.K. treasury bill money market funds and commercial paper. Investments with longer maturities are classified as short-term investments, and are held primarily in U.S. treasury bills, Canadian government U.S. dollar-denominated treasury bills and commercial paper, bank deposits

36

and investment-grade commercial paper. The Company maintains balances in various operating accounts in excess of federally insured limits, and in foreign subsidiary accounts in currencies other than U.S. dollars. As of December 31, 2012 and December 31, 2011, $1,489 million out of $1,539 million and $1,200 million out of $1,281 million, respectively, of the Company’s total cash, cash equivalents and short-term 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, 2012, the Company has no holdings in auction rate securities or commercial paper issued by structured investment vehicles.

The Company’s cash, cash equivalents and short-term investments are not subject to significant interest rate risk due to the short maturities of these instruments. As of December 31, 2012, the carrying value of the Company’s cash and cash equivalents approximated fair value.

37

Item 8:    Financial Statements and Supplementary Data

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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 Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the framework in Internal Control — Integrated Framework, 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, 2012.

The effectiveness of our internal control over financial reporting as of December 31, 2012 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

38

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Waters Corporation

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, 2012 and December 31, 2011 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) 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, 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/    PricewaterhouseCoopers LLP            

Boston, Massachusetts

February 26, 2013

39

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2012			2011
	(In thousands, except per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	481,035		$	383,990
Short-term investments		1,057,990			897,361
Accounts receivable, less allowances for doubtful accounts and sales returns of $8,240 and $8,584 at December 31, 2012 and
December 31, 2011, respectively		404,556			367,085
Inventories		229,565			212,864
Other current assets		84,580			80,804
Total current assets		2,257,726			1,942,104
Property, plant and equipment, net		273,279			237,095
Intangible assets, net		220,145			191,992
Goodwill		316,834			297,071
Other assets		100,166			54,972
Total assets	$	3,168,150		$	2,723,234
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and debt	$	132,781		$	290,832
Accounts payable		54,724			55,317
Accrued employee compensation		31,910			49,949
Deferred revenue and customer advances		121,470			109,922
Accrued income taxes		60,888			9,449
Accrued warranty		12,353			13,258
Other current liabilities		90,116			73,136
Total current liabilities		504,242			601,863
Long-term liabilities:
Long-term debt		1,045,000			700,000
Long-term portion of retirement benefits		101,225			92,970
Long-term income tax liability		24,772			72,613
Other long-term liabilities		25,554			29,210
Total long-term liabilities		1,196,551			894,793
Total liabilities		1,700,793			1,496,656
Commitments and contingencies (Notes 7, 8, 9, 10 and 13)
Stockholders’ equity:
Preferred stock, par value $0.01 per share, 5,000 shares authorized, none issued at December 31, 2012 and December 31, 2011		—			—
Common stock, par value $0.01 per share, 400,000 shares authorized, 153,696 and 152,757 shares issued, 86,390 and 88,996 shares outstanding at December 31, 2012 and December 31, 2011, respectively		1,537			1,528
Additional paid-in capital		1,155,504			1,089,959
Retained earnings		3,512,890			3,051,447
Treasury stock, at cost, 67,306 and 63,761 shares at December 31, 2012 and December 31, 2011, respectively		(3,176,179	)		(2,880,301	)
Accumulated other comprehensive loss		(26,395	)		(36,055	)
Total stockholders’ equity		1,467,357			1,226,578
Total liabilities and stockholders’ equity	$	3,168,150		$	2,723,234

The accompanying notes are an integral part of the interim consolidated financial statements.

40

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2012			2011			2010
	(In thousands, except per share data)
Product sales	$	1,280,507		$	1,322,136		$	1,166,627
Service sales		563,134			529,048			476,744
Total net sales		1,843,641			1,851,184			1,643,371
Cost of product sales		501,660			506,073			453,779
Cost of service sales		235,954			224,420			199,524
Total cost of sales		737,614			730,493			653,303
Gross profit		1,106,027			1,120,691			990,068
Selling and administrative expenses		477,270			490,011			445,456
Research and development expenses		96,004			92,347			84,274
Purchased intangibles amortization		13,829			9,733			10,406
Litigation provisions (Note 9)		7,434			—			—
Operating income		511,490			528,600			449,932
Interest expense		(28,073	)		(21,971	)		(13,924	)
Interest income		4,208			2,623			1,855
Income from operations before income taxes		487,625			509,252			437,863
Provision for income taxes		26,182			76,284			56,100
Net income	$	461,443		$	432,968		$	381,763
Net income per basic common share	$	5.25		$	4.77		$	4.13
Weighted-average number of basic common shares		87,841			90,833			92,385
Net income per diluted common share	$	5.19		$	4.69		$	4.06
Weighted-average number of diluted common shares and equivalents		88,979			92,325			94,057

The accompanying notes are an integral part of the interim consolidated financial statements.

41

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year Ended December 31,
	2012			2011			2010
	(In thousands)
Net income	$	461,443		$	432,968		$	381,763
Other comprehensive income (loss):
Foreign currency translation		17,279			(12,644	)		(24,568	)
Unrealized (losses) gains on investments before income taxes		(995	)		966			19
Income tax benefit (expense)		348			(339	)		(7	)
Unrealized (losses) gains on investments, net of tax		(647	)		627			12
Retirement liability adjustment		(11,092	)		(18,835	)		(4,328	)
Income tax benefit		4,120			6,592			1,515
Retirement liability adjustment, net of tax		(6,972	)		(12,243	)		(2,813	)
Other comprehensive income (loss)		9,660			(24,260	)		(27,369	)
Comprehensive income	$	471,103		$	408,708		$	354,394

The accompanying notes are an integral part of the consolidated financial statements.

42

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2012			2011			2010
	(In thousands)
Cash flows from operating activities:
Net income	$	461,443		$	432,968		$	381,763
Adjustments to reconcile net income to net cash provided by operating activities:
Provisions for doubtful accounts on accounts receivable		2,256			3,265			2,926
Provisions on inventory		10,725			10,131			10,897
Stock-based compensation		29,183			27,579			24,852
Deferred income taxes		(52,219	)		(5,824	)		(15,037	)
Depreciation		37,422			36,531			34,421
Amortization of intangibles		31,409			29,856			28,137
Change in operating assets and liabilities, net of acquisitions:
Increase in accounts receivable		(39,836	)		(12,528	)		(43,286	)
Increase in inventories		(21,655	)		(18,838	)		(37,036	)
(Increase) decrease in other current assets		(7,136	)		4,309			2,402
Decrease (increase) in other assets		1,473			(12,071	)		2,472
Increase (decrease) in accounts payable and other current liabilities		563			(11,845	)		52,017
Increase in deferred revenue and customer advances		11,005			2,630			9,433
(Decrease) increase in other liabilities		(15,353	)		11,211			3,895
Net cash provided by operating activities		449,280			497,374			457,856
Cash flows from investing activities:
Additions to property, plant, equipment and software capitalization		(104,749	)		(85,436	)		(62,740	)
Business acquisitions, net of cash acquired		(31,016	)		(11,100	)		—
Purchase of short-term investments		(1,815,988	)		(1,749,161	)		(1,234,671	)
Maturity of short-term investments		1,655,359			1,489,721			885,896
Net cash used in investing activities		(296,394	)		(355,976	)		(411,515	)
Cash flows from financing activities:
Proceeds from debt issuances		218,324			598,528			315,641
Payments on debt		(32,107	)		(373,751	)		(181,358	)
Payments of debt issuance costs		(497	)		(4,523	)		(1,498	)
Proceeds from stock plans		28,869			60,153			100,584
Purchase of treasury shares		(295,878	)		(370,835	)		(296,292	)
Excess tax benefit related to stock option plans		10,568			32,239			10,809
Proceeds from (payments for) derivative contracts		4,186			(2,233	)		(8,138	)
Net cash used in financing activities		(66,535	)		(60,422	)		(60,252	)
Effect of exchange rate changes on cash and cash equivalents		10,694			(5,484	)		(18,702	)
Increase (decrease) in cash and cash equivalents		97,045			75,492			(32,613	)
Cash and cash equivalents at beginning of period		383,990			308,498			341,111
Cash and cash equivalents at end of period	$	481,035		$	383,990		$	308,498
Supplemental cash flow information:
Income taxes paid	$	59,446		$	50,313		$	39,688
Interest paid	$	28,305		$	19,658		$	10,564

The accompanying notes are an integral part of the interim consolidated financial statements.

43

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Number of Common Shares		Common Stock		Additional Paid-In Capital			Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
	(In thousands)
Balance December 31, 2009		148,831	$	1,488	$	808,345		$	2,236,716	$	(2,213,174	)	$	15,574		$	848,949
Net income		—		—		—			381,763		—			—			381,763
Other comprehensive loss		—		—		—			—		—			(27,369	)		(27,369	)
Issuance of common stock for employees:
Employee Stock Purchase Plan		62		1		3,457			—		—			—			3,458
Stock options exercised		1,933		19		97,107			—		—			—			97,126
Tax benefit related to stock option plans		—		—		10,809			—		—			—			10,809
Release of valuation allowance		—		—		25,873			—		—			—			25,873
Treasury stock		—		—		—			—		(296,292	)		—			(296,292	)
Stock-based compensation		228		3		24,477			—		—			—			24,480
Balance December 31, 2010		151,054	$	1,511	$	970,068		$	2,618,479	$	(2,509,466	)	$	(11,795	)	$	1,068,797
Net income		—		—		—			432,968		—			—			432,968
Other comprehensive loss		—		—		—			—		—			(24,260	)		(24,260	)
Issuance of common stock for employees:
Employee Stock Purchase Plan		58		1		4,149			—		—			—			4,150
Stock options exercised		1,381		14		55,989			—		—			—			56,003
Tax benefit related to stock option plans		—		—		32,239			—		—			—			32,239
Release of valuation allowance		—		—		176			—		—			—			176
Treasury stock		—		—		—			—		(370,835	)		—			(370,835	)
Stock-based compensation		264		2		27,338			—		—			—			27,340
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
Issuance of common stock for employees:
Employee Stock Purchase Plan		66		1		4,660			—		—			—			4,661
Stock options exercised		630		6		24,202			—		—			—			24,208
Tax benefit related to stock option plans		—		—		10,568			—		—			—			10,568
Increase in valuation allowance		—		—		(2,354	)		—		—			—			(2,354	)
Treasury stock		—		—		—			—		(295,878	)		—			(295,878	)
Stock-based compensation		243		2		28,469			—		—			—			28,471
Balance December 31, 2012		153,696	$	1,537	$	1,155,504		$	3,512,890	$	(3,176,179	)	$	(26,395	)	$	1,467,357

The accompanying notes are an integral part of the consolidated financial statements.

44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1    Description of Business and Organization

Waters Corporation (“Waters^®” or the “Company”) is an analytical instrument manufacturer that primarily designs, manufactures, sells and services, through its Waters Division, high performance liquid chromatography (“HPLC”), ultra performance liquid chromatography (“UPLC^®” and together with HPLC, referred to as “LC”) and mass spectrometry (“MS”) technology systems and support products, including chromatography columns, other consumable products and comprehensive post-warranty service plans. These systems are complementary products that are frequently employed together (“LC-MS”) and sold as integrated instrument systems using a common software platform and are used along with other analytical instruments. LC is a standard technique and is utilized in a broad range of industries to detect, identify, monitor and measure the chemical, physical and biological composition of materials, and to purify a full range of compounds. MS instruments are used in drug discovery and development, including clinical trial testing, the analysis of proteins in disease processes (known as “proteomics”), nutritional safety analysis and environmental testing. LC-MS instruments combine a liquid phase sample introduction and separation system with mass spectrometric compound identification and quantification. Through its TA Division (“TA^®”), the Company primarily designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments, which are used in predicting the suitability of fine chemicals, pharmaceuticals, water, polymers and viscous liquids for various industrial, consumer goods and healthcare products, as well as for life science research. The Company is also a developer and supplier of software-based products that interface with the Company’s instruments and are typically purchased by customers as part of the instrument system.

2    Basis of Presentation and Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, product returns and allowances, bad debts, inventory valuation, equity investments, goodwill and intangible assets, warranty and installation provisions, income taxes, contingencies, litigation, retirement plan obligations and stock-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts may differ from these estimates under different assumptions or conditions.

Risks and Uncertainties

The Company is subject to risks common to companies in the analytical instrument industry, including, but not limited to, global economic and financial market conditions, fluctuations in customer demand, development by its competitors of new technological innovations, levels of debt and debt service requirements, risk of disruption, fluctuations in foreign currency exchange rates, dependence on key personnel, protection and litigation of proprietary technology, shifts in taxable income between tax jurisdictions and compliance with regulations of the U.S. Food and Drug Administration and similar foreign regulatory authorities and agencies.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries, most of which are wholly owned. The Company consolidates entities in which it owns or controls fifty percent or more of the voting shares. All material inter-company balances and transactions have been eliminated.

45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Translation of Foreign Currencies

For most of the Company’s foreign operations, assets and liabilities are translated into U.S. dollars at exchange rates prevailing on the balance sheet date, while revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are included in accumulated other comprehensive income in the consolidated balance sheets. The Company’s net sales derived from operations outside the United States were 71% in 2012, 71% in 2011 and 70% in 2010. Gains and losses from foreign currency transactions are included in net income in the consolidated statements of operations and were not material for the years presented.

Seasonality of Business

The Company typically experiences an increase in sales in the fourth quarter, as a result of purchasing habits for capital goods of customers that tend to exhaust their spending budgets by calendar year end.

Cash, Cash Equivalents and Short-Term Investments

Cash equivalents represent highly liquid investments, with original maturities of 90 days or less, primarily in bank deposits, U.S. and U.K. treasury bill money market funds and commercial paper. Investments with longer maturities are classified as short-term investments, and are held primarily in U.S. treasury bills, Canadian government U.S. dollar-denominated treasury bills and commercial paper, bank deposits and investment-grade commercial paper.

Short-term investments are classified as available-for-sale in accordance with the accounting standards for investments in debt and equity securities. All available-for-sale securities are recorded at fair market value and any unrealized holding gains and losses, to the extent deemed temporary, are included in accumulated other comprehensive income in stockholders’ equity, net of the related tax effects. If any adjustment to fair value reflects a decline in the value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is “other than temporary” and marks the investment to market through a charge to the statement of operations. The Company classifies its investments as short-term investments exclusive of those categorized as cash equivalents. At December 31, 2012 and 2011, the Company had short-term investments with a cost of $1,058 million and $897 million, respectively, which approximated market value.

The Company maintains balances in various operating accounts in excess of federally insured limits, and in foreign subsidiary accounts in currencies other than U.S. dollars. As of December 31, 2012 and 2011, $1,489 million out of $1,539 million and $1,200 million out of $1,281 million, respectively, of the Company’s total cash, cash equivalents and short-term investments were held by foreign subsidiaries and may be subject to material tax effects on distribution to U.S. legal entities.

Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses in the existing accounts receivable. The allowance is based on a number of factors, including historical experience and the customer’s credit-worthiness. The allowance for doubtful accounts is reviewed on at least a quarterly basis. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. Account balances are charged against the allowance when the Company feels it is probable that the receivable will not be recovered. The Company does not have any off-balance sheet credit exposure related to its customers.

46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following is a summary of the activity of the Company’s allowance for doubtful accounts and sales returns for the years ended December 31, 2012, 2011 and 2010 (in thousands):

	Balance at Beginning of Period		Additions		Deductions			Balance at End of Period
Allowance for Doubtful Accounts and Sales Returns:
2012	$	8,584	$	7,298	$	(7,642	)	$	8,240
2011	$	6,196	$	9,932	$	(7,544	)	$	8,584
2010	$	6,723	$	5,508	$	(6,035	)	$	6,196

Concentration of Credit Risk

The Company sells its products and services to a significant number of large and small customers throughout the world, with net sales to the pharmaceutical industry of approximately 53% in 2012, 52% in 2011 and 52% in 2010. None of the Company’s individual customers accounted for more than 3% of annual Company sales in 2012, 2011 or 2010. The Company performs continuing credit evaluations of its customers and generally does not require collateral, but in certain circumstances may require letters of credit or deposits. Historically, the Company has not experienced significant bad debt losses.

Inventory

The Company values all of its inventories at the lower of cost or market on a first-in, first-out basis (“FIFO”).

Income Taxes

Deferred income taxes are recognized for temporary differences between the financial statement and income tax basis of assets and liabilities using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Appropriate short-term and long-term liabilities have also been recorded to recognize uncertain tax return reporting positions.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense, while the costs of significant improvements are capitalized. Depreciation is provided using the straight-line method over the following estimated useful lives: buildings — fifteen to thirty years; building improvements — five to ten years; leasehold improvements — the shorter of the economic useful life or life of lease; and production and other equipment — three to ten years. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are eliminated from the consolidated balance sheets and related gains or losses are reflected in the consolidated statements of operations. There were no material gains or losses from retirement or sale of assets in 2012, 2011 and 2010.

Asset Impairments

The Company reviews its long-lived assets for impairment in accordance with the accounting standards for property, plant and equipment. Whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable, the Company evaluates the fair value of the asset, relying on a number of factors, including, but not limited to, operating results, business plans, economic projections and anticipated future cash

47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

flows. Any change in the carrying amount of an asset as a result of the Company’s evaluation is separately identified in the consolidated statements of operations.

Goodwill and Other Intangible Assets

The Company tests for goodwill impairment using a fair-value approach at the reporting unit level annually, or earlier, if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Additionally, the Company performs an annual goodwill impairment assessment for its reporting units as of January 1 each year. The goodwill and other intangible assets accounting standards define a reporting unit as an operating segment, or one level below an operating segment, if discrete financial information is prepared and reviewed by management. For goodwill impairment review purposes, the Company has two reporting units, the Waters Division and TA Division. Goodwill is allocated to the reporting units at the time of acquisition. Under the impairment test, if a reporting unit’s carrying amount exceeds its estimated fair value, goodwill impairment is recognized to the extent that the carrying amount of goodwill exceeds the implied fair value of the goodwill. The fair value of reporting units was estimated using a discounted cash flows technique, which includes certain management assumptions, such as estimated future cash flows, estimated growth rates and discount rates.

The Company’s intangible assets include purchased technology; capitalized software development costs; costs associated with acquiring Company patents, trademarks and intellectual properties, such as licenses; debt issuance costs and acquired in-process research and development (“IPR&D”). Purchased intangibles are recorded at their fair market values as of the acquisition date and amortized over their estimated useful lives, ranging from one to fifteen years. Other intangibles are amortized over a period ranging from one to thirteen years. Debt issuance costs are amortized over the life of the related debt. Acquired IPR&D is amortized from the date of completion over its estimated useful life. In addition, acquired IPR&D will be tested for impairment until completion of the acquired programs.

Software Development Costs

The Company capitalizes internal and external software development costs for products offered for sale in accordance with the accounting standards for the costs of software to be sold, leased, or otherwise marketed. Capitalized costs are amortized to cost of sales over the period of economic benefit, which approximates a straight-line basis over the estimated useful lives of the related software products, generally three to five years. The Company capitalized $34 million and $29 million of direct expenses that were related to the development of software in 2012 and 2011, respectively. Net capitalized software included in intangible assets totaled $138 million and $115 million at December 31, 2012 and 2011, respectively, see Note 6, “Goodwill and Other Intangibles”.

The Company capitalizes internal software development costs for internal use in accordance with the accounting standards for goodwill and other intangible assets. Capitalized internal software development costs are amortized over the period of economic benefit which approximates a straight-line basis over ten years. Net capitalized internal software included in property, plant and equipment totaled $3 million at both December 31, 2012 and 2011.

Investments

The Company accounts for its investments that represent less than twenty percent ownership, and for which the Company does not have significant influence, using the accounting standards for investments in debt and equity securities. Investments for which the Company does not have the ability to exercise significant influence, and for which there is not a readily determinable market value, are accounted for under the cost method of accounting.

48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company periodically evaluates the carrying value of its investments accounted for under the cost method of accounting and carries them at the lower of cost or estimated net realizable value. For investments in which the Company owns or controls between twenty and forty-nine percent of the voting shares, or over which it exerts significant influence over operating and financial policies, the equity method of accounting is used. The Company’s share of net income or losses of equity investments is included in the consolidated statements of operations and was not material in any period presented. All investments at December 31, 2012 and 2011 are included in other assets and amounted to $3 million and $4 million, respectively.

Fair Value Measurements

In accordance with the accounting standards for fair value measurements and disclosures, certain of the Company’s assets and liabilities are measured at fair value on a recurring basis as of December 31, 2012 and 2011. Fair values determined by Level 1 inputs utilize observable data, such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points for which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis at December 31, 2012 (in thousands):

	Total at December 31, 2012		Quoted Prices in Active Markets for  Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	146,232	$	—	$	146,232	$	—
Short-term investments		1,057,990		—		1,057,990		—
Waters 401(k) Restoration Plan assets		24,827		—		24,827		—
Foreign currency exchange contract agreements		1,173		—		1,173		—
Total	$	1,230,222	$	—	$	1,230,222	$	—
Liabilities:
Foreign currency exchange contract agreements	$	693	$	—	$	693	$	—
Total	$	693	$	—	$	693	$	—

49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis at December 31, 2011 (in thousands):

	Total at December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	142,966	$	—	$	142,966	$	—
Short-term investments		897,361		—		897,361		—
Waters 401(k) Restoration Plan assets		20,667		—		20,667		—
Foreign currency exchange contract agreements		81		—		81		—
Total	$	1,061,075	$	—	$	1,061,075	$	—
Liabilities:
Foreign currency exchange contract agreements	$	1,317	$	—	$	1,317	$	—
Total	$	1,317	$	—	$	1,317	$	—

The fair values of the Company’s cash equivalents, short-term investments, 401(k) restoration plan assets and foreign currency exchange contracts are determined through market and observable sources and have been classified as Level 2. These assets and liabilities have been initially valued at the transaction price and subsequently valued, typically utilizing third-party pricing services. The pricing services use many inputs to determine value, including reportable trades, benchmark yields, credit spreads, broker/dealer quotes, current spot rates and other industry and economic events. The Company validates the prices provided by third-party pricing services by reviewing their pricing methods and obtaining market values from other pricing sources. After completing these validation procedures, the Company did not adjust or override any fair value measurements provided by third-party pricing services as of December 31, 2012 and 2011.

Fair Value of Other Financial Instruments

The Company’s cash, accounts receivable, accounts payable and variable interest rate debt are recorded at cost, which approximates fair value. The carrying value of the Company’s fixed interest rate debt was $400 million at both December 31, 2012 and December 31, 2011. The fair value of the Company’s fixed rate debt is estimated using discounted cash flow models, based on estimated current rates offered for similar debt under current market conditions for the Company. The fair value of the Company’s fixed interest rate debt was $413 million and $410 million at December 31, 2012 and December 31, 2011, respectively.

Derivative Transactions

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 and interest rates.

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

50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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. If the derivative is designated as a fair-value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in earnings when the hedged item affects earnings; ineffective portions of changes in fair value are recognized in earnings. In addition, disclosures required for derivative instruments and hedging activities include the Company’s objectives for using derivative instruments, the level of derivative activity the Company engages in, as well as how derivative instruments and related hedged items affect the Company’s financial position and performance.

The Company currently uses derivative instruments to manage exposures to foreign currency risks. The Company’s objectives for holding derivatives are to minimize foreign currency risk using the most effective methods to eliminate or reduce the impact of foreign currency exposures. The Company documents all relationships between hedging instruments and hedged items and links all derivatives designated as fair value, cash flow or net investment hedges to specific assets and liabilities on the consolidated balance sheets or to specific forecasted transactions. In addition, the Company considers the impact of its counterparties’ credit risk on the fair value of the contracts as well as the ability of each party to execute under the contracts. The Company also assesses and documents, both at the hedges’ inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows associated with the hedged items.

The Company enters into forward foreign exchange contracts, principally to hedge the impact of currency fluctuations on certain inter-company balances and short-term assets and liabilities. Principal hedged currencies include the Euro, Japanese Yen, British Pound and Singapore Dollar. 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 selling and administrative expenses in the consolidated statements of operations. At December 31, 2012, 2011 and 2010, the Company held forward foreign exchange contracts with notional amounts totaling $134 million, $161 million and $136 million, respectively.

The Company’s foreign currency exchange contracts included in the consolidated balance sheets are classified as follows (in thousands):

	December 31, 2012		December 31, 2011
Other current assets	$	1,173	$	81
Other current liabilities	$	693	$	1,317

The following is a summary of the activity in the statements of operations related to the forward foreign exchange contracts (in thousands):

	Year Ended December 31,
	2012		2011			2010
Realized gains (losses) on closed contracts	$	4,186	$	(2,233	)	$	(8,138	)
Unrealized gains (losses) on open contracts		1,716		(1,035	)		(39	)
Cumulative net pre-tax gains (losses)	$	5,902	$	(3,268	)	$	(8,177	)

51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stockholders’ Equity

In May 2012, the Company’s Board of Directors authorized the Company to repurchase up to $750 million of its outstanding common stock over a two-year period. During 2012, 2011 and 2010, the Company repurchased 3.5 million, 4.5 million and 4.4 million shares at a cost of $290 million, $364 million and $292 million, respectively, under the May 2012 authorization and previously announced programs. As of December 31, 2012, the Company repurchased an aggregate of 6.0 million shares of its common stock for an aggregate cost of $497 million under the February 2011 repurchase program, which is now expired. During 2012, the Company repurchased 1.3 million shares at a cost of $107 million under the May 2012 repurchase program, leaving $643 million authorized for future purchases. In addition, the Company repurchased $6 million, $6 million and $4 million of common stock during 2012, 2011 and 2010 related to the vesting of restricted stock units. The Company believes it has the resources to fund the common stock repurchases as well as to pursue acquisition opportunities in the future.

Revenue Recognition

Sales of products and services are generally recorded based on product shipment and performance of service, respectively. The Company’s deferred revenue on the consolidated balance sheets consists of the obligation on instrument service contracts and customer payments received in advance, prior to shipment of the instrument. Revenue is recognized when all of the following revenue recognition criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the vendor’s fee is fixed or determinable; collectibility is reasonably assured and, if applicable, upon acceptance when acceptance criteria with contractual cash holdback are specified. Shipping and handling costs are included in cost of sales, net of amounts invoiced to the customer per the order.

Product shipments, including those for demonstration or evaluation, and service contracts are not recorded as revenue until a valid purchase order or master agreement is received specifying fixed terms and prices. The Company generally recognizes product revenue when legal title has transferred and risk of loss passes to the customer. The Company structures its sales arrangements as shipping point or international equivalent and, accordingly, recognizes revenue upon shipment. In some cases, destination based shipping terms are included in sales arrangements, in which cases revenue is generally recognized when the products arrive at the customer site.

The Company’s method of revenue recognition for certain products requiring installation is in accordance with the multiple-element revenue recognition accounting standards. With respect to the installation obligations, the larger of the contractual cash holdback or the best estimate of selling price of the installation service is deferred when the product is shipped and revenue is recognized as a multiple-element arrangement when installation is complete. The Company determines the best estimate of selling price of installation based upon a number of factors, including hourly service billing rates, estimated installation hours and comparisons of amounts charged by third parties.

Instrument service contracts are typically billed at the beginning of the maintenance period. The amount of the service contract is amortized ratably to revenue over the instrument maintenance period. There are no deferred costs associated with the service contract as the cost of the service is recorded when the service is performed. No revenue is recognized until all revenue recognition criteria have been met.

Sales of software are accounted for in accordance with the accounting standards for software revenue recognition. The Company’s software arrangements typically include software licenses and maintenance contracts. Software license revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, collection is probable, and there are no significant post-delivery obligations remaining. The revenue associated with the software maintenance contract is recognized ratably over

52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the maintenance term. Unspecified rights to software upgrades are typically sold as part of the maintenance contract on a when-and-if-available basis. The Company uses the residual method to allocate software revenue when a transaction includes multiple elements and vendor specific objective evidence of the fair value of undelivered elements exists. Under the residual method, the fair value of the undelivered element (maintenance) is deferred and the remaining portion of the arrangement fee is allocated to the delivered element (software license) and recognized as revenue.

Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. Discounts from list prices are recorded as a reduction to sales.

Product Warranty Costs

The Company accrues estimated product warranty costs at the time of sale, which are included in cost of sales in the consolidated statements of operations. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component supplies, the Company’s warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. The amount of the accrued warranty liability is based on historical information, such as past experience, product failure rates, number of units repaired and estimated costs of material and labor. The liability is reviewed for reasonableness at least quarterly.

The following is a summary of the activity of the Company’s accrued warranty liability for the years ended December 31, 2012, 2011 and 2010 (in thousands):

	Balance at Beginning  of Period		Accruals  for Warranties		Settlements Made			Balance at End of Period
Accrued warranty liability:
2012	$	13,258	$	7,212	$	(8,117	)	$	12,353
2011	$	11,272	$	10,175	$	(8,189	)	$	13,258
2010	$	10,109	$	7,618	$	(6,455	)	$	11,272

Advertising Costs

All advertising costs are expensed as incurred and are included in selling and administrative expenses in the consolidated statements of operations. Advertising expenses for 2012, 2011 and 2010 were $13 million, $11 million and $10 million, respectively.

Research and Development Expenses

Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries and benefits, facilities costs, overhead costs, contract services and other outside costs. Research and development expenses are expensed as incurred.

Stock-Based Compensation

The Company has two stock-based compensation plans, which are described in Note 11, “Stock-Based Compensation”.

53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Earnings Per Share

In accordance with the earnings per share accounting standards, the Company presents two earnings per share (“EPS”) amounts. Income per basic common share is based on income available to common shareholders and the weighted-average number of common shares outstanding during the periods presented. Income per diluted common share includes additional dilution from potential common stock, such as stock issuable pursuant to the exercise of stock options outstanding.

Comprehensive Income

The Company accounts for comprehensive income in accordance with the accounting standards for comprehensive income, which establish the accounting rules for reporting and displaying comprehensive income. These standards require that all components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements.

Subsequent Events

The Company did not have any material subsequent events.

Recently Adopted Accounting Standards

In June 2011, a new accounting standard was issued relating to the presentation of comprehensive income. The adoption of this standard did not have a material effect on the Company’s financial position, results of operations or cash flows.

In September 2011, amended accounting guidance was issued for goodwill in order to simplify how companies test goodwill for impairment. The adoption of this standard did not have a material effect on the Company’s financial position, results of operations or cash flows.

Recently Issued Accounting Standards

In July 2012, amended accounting guidance was issued for indefinite-lived intangible assets other than goodwill in order to simplify how companies test indefinite-lived intangible assets for impairment. This guidance is effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this standard is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

3    Inventories

Inventories are classified as follows (in thousands):

	December 31,
	2012		2011
Raw materials	$	73,280	$	71,993
Work in progress		16,133		12,293
Finished goods		140,152		128,578
Total inventories	$	229,565	$	212,864

54

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4    Property, Plant and Equipment

Property, plant and equipment consist of the following (in thousands):

	December 31,
	2012			2011
Land and land improvements	$	35,734		$	34,665
Buildings and leasehold improvements		196,554			174,582
Production and other equipment		317,285			288,274
Construction in progress		37,750			20,560
Total property, plant and equipment		587,323			518,081
Less: accumulated depreciation and amortization		(314,044	)		(280,986	)
Property, plant and equipment, net	$	273,279		$	237,095

During 2012, 2011 and 2010, the Company retired and disposed of approximately $6 million, $6 million and $9 million of property, plant and equipment, respectively, most of which was fully depreciated and no longer in use. Gains and losses on disposal were immaterial.

5    Acquisitions

The Company accounts for business acquisitions under the accounting standards for business combinations and the results of each acquisition have been included in the Company’s consolidated results from the respective acquisition dates.

In July 2012, the Company acquired all of the outstanding capital stock of 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 will integrate the Blue Reference technology into the current and future 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. The purchase price of the acquisition was allocated to tangible and intangible assets and assumed liabilities based on their estimated fair values. The Company has allocated $8 million of the purchase price to intangible assets comprised of completed technology and $1 million to customer relationships and other intangibles. The Company is amortizing acquired technology over seven years and the customer relationships and other intangibles over five years. The remaining purchase price of $8 million has been accounted for as goodwill. The goodwill is not deductible for tax purposes.

In February 2012, the Company acquired the net assets of its Israeli sales and service distributor for $6 million in cash. The Company has allocated $2 million of the purchase price to intangible assets comprised of customer relationships. The Company is amortizing the customer relationships over ten years. The remaining purchase price of $4 million has been accounted for as goodwill. The goodwill is deductible for tax purposes.

In January 2012, the Company acquired all of the outstanding capital stock of Baehr Thermoanalyse GmbH (“Baehr”), a German manufacturer of a wide range of thermal analyzers, for $12 million in cash, including the assumption of $1 million of debt. Baehr was acquired to expand TA’s thermal analysis instrument product offering and to leverage the Company’s distribution channels. The purchase price of the acquisition was allocated to tangible and intangible assets and assumed liabilities based on their estimated fair values. The Company has allocated $4 million of the purchase price to intangible assets comprised of completed technology and $1 million to customer relationships and other intangibles. The Company is amortizing the customer relationships and the

55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

acquired technology over ten years. The remaining purchase price of $7 million has been accounted for as goodwill. The goodwill is not deductible for tax purposes.

The following table presents the fair values, as determined by the Company, of 100% of the assets and liabilities owned and recorded in connection with the acquisitions of Blue Reference, the Israeli sales and service distributor and Baehr (in thousands):

Cash	$	1,148
Accounts receivable		319
Inventory		2,887
Property, plant and equipment		1,254
Other assets		412
Goodwill		18,460
Intangible assets		15,966
Total assets acquired		40,446
Accrued expenses and other current liabilities		2,896
Debt		732
Deferred tax liability		4,654
Cash consideration paid	$	32,164

In July 2011, the Company acquired the net assets of Anter Corporation (“Anter”), a manufacturer of thermal analyzers used to measure thermal expansion and shrinkage, thermal conductivity and resistivity, thermal diffusivity and specific heat capacity of a wide range of materials, for $11 million in cash. Anter was acquired to expand TA’s thermal analysis instrument product offering and to leverage the Company’s distribution channels. The purchase price of the acquisition was allocated to tangible and intangible assets and assumed liabilities based on their estimated fair values. The Company has allocated $4 million of the purchase price to intangible assets comprised of customer relationships and acquired technology. The Company is amortizing the customer relationships over six years and the acquired technology over ten years. These intangible assets are being amortized over a weighted-average period of nine years. The remaining purchase price of $6 million has been accounted for as goodwill. The goodwill is deductible for tax purposes.

The principal factor that resulted in recognition of goodwill in these acquisitions is that the purchase price was based in part on cash flow projections assuming the integration of any acquired technology, distribution channels and products with the Company’s products, which is of considerably greater value than utilizing each of the acquired companies’ technology, customer access or products on a stand-alone basis. The goodwill also includes value assigned to assembled workforce, which cannot be recognized as an intangible asset. In each acquisition, the sellers provided the Company with customary representations, warranties and indemnification, which would be settled in the future if and when a breach of the contractual representation or warranty condition occurs. The acquisitions of Blue Reference, the Israeli sales and service distributor and Baehr are expected to add approximately $13 million to the Company’s sales in 2013. The pro forma effect of the ongoing operations for Waters, Blue Reference, the Israeli sales and service distributor, Baehr and Anter as though these acquisitions had occurred at the beginning of the periods covered by this report is insignificant.

6    Goodwill and Other Intangibles

The carrying amount of goodwill was $317 million and $297 million at December 31, 2012 and 2011, respectively. The Company’s acquisitions increased goodwill by $18 million (See Note 5) and the effect of foreign currency translation increased goodwill by $2 million in 2012.

56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s intangible assets included in the consolidated balance sheets are detailed as follows (in thousands):

	December 31, 2012						December 31, 2011
	Gross Carrying Amount		Accumulated Amortization		Weighted- Average Amortization Period		Gross Carrying Amount		Accumulated Amortization		Weighted- Average Amortization Period
Purchased intangibles	$	154,749	$	94,498		11 years	$	138,001	$	80,023		10 years
Capitalized software		293,589		155,394		5 years		253,379		138,573		5 years
Licenses		7,112		6,361		6 years		6,597		6,039		6 years
Patents and other intangibles		40,290		19,342		8 years		33,698		15,048		8 years
Total	$	495,740	$	275,595		7 years	$	431,675	$	239,683		7 years

During the year ended December 31, 2012, the Company acquired $16 million of purchased intangibles as a result of the acquisitions of Blue Reference, an Israeli sales and service distributor and Baehr (Note 5). Amortization expense for intangible assets was $31 million, $30 million and $28 million for the years ended December 31, 2012, 2011 and 2010, respectively. Included in amortization expense for the year ended December 31, 2012 is a one-time $4 million charge to purchased intangibles amortization expense related to the discontinuance of a product trade name intangible asset. Amortization expense for intangible assets is estimated to be between $40 million and $45 million per year for each of the next five years. The estimated significant increase in amortization expense is due to amortization associated with capitalized software costs related to the launch of new software product platforms in the first quarter of 2013. The carrying value of the new software platform was approximately $102 million as of December 31, 2012 and will be amortized over ten years.

7    Debt

In July 2011, the Company entered into a new credit agreement (the “2011 Credit Agreement”) that provides for a $700 million revolving facility and a $300 million term loan facility. In August 2012, as provided for in the 2011 Credit Agreement, the Company increased the revolving facility commitment by $200 million, bringing the total amount of the revolving facility commitment to $900 million. There were no other changes to the terms and conditions of the 2011 Credit Agreement. The Company will use the proceeds from the increased revolving facility commitment for general corporate purposes. The revolving facility and term loan facility both mature on July 28, 2016 and require no scheduled prepayments before that date.

The interest rates applicable to the 2011 Credit Agreement are, at the Company’s option, equal to either the base rate (which is the highest of (i) the prime rate, (ii) the federal funds rate plus 1/2%, or (iii) the one month LIBOR rate plus 1%) or the applicable 1, 2, 3, 6, 9 or 12 month LIBOR rate, in each case, plus an interest rate margin based upon the Company’s leverage ratio, which can range between 0 to 20 basis points and between 85 basis points and 120 basis points, respectively. The facility fee on the 2011 Credit Agreement ranges between 15 basis points and 30 basis points. The 2011 Credit Agreement requires that the Company comply with an interest coverage ratio test of not less than 3.50:1 and a leverage ratio test of not more than 3.25:1 for any period of four consecutive fiscal quarters, respectively. In addition, the 2011 Credit Agreement includes negative covenants, affirmative covenants, representations and warranties and events of default that are customary for investment grade credit facilities. At December 31, 2012, $125 million of the outstanding portions of the revolving facilities have been classified as short-term liabilities in the consolidated balance sheets due to the fact that the Company expects to utilize this portion of the revolving line of credit to fund its working capital needs and can repay and re-borrow from the facility without penalty. The remaining $345 million of the outstanding portions of the revolving facilities have been classified as long-term liabilities in the consolidated balance sheets, as no repayments are required prior to the maturity date in 2016 and this portion is not expected to be repaid within the next twelve months.

57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During the year ended December 31, 2011, the Company issued and sold senior unsecured notes with a face value of $200 million. As of both December 31, 2012 and 2011, the Company had a total of $400 million of outstanding senior unsecured notes. Interest on the senior unsecured notes is payable semi-annually each year. The Company may prepay all or some of the senior unsecured notes at any time in an amount not less than 10% of the aggregate principal amount outstanding, plus the applicable make-whole amount. In the event of a change in control (as defined in the note purchase agreement) of the Company, the Company may be required to prepay the senior unsecured notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. These notes require that the Company comply with an interest coverage ratio test of not less than 3.50:1 and a leverage ratio test of not more than 3.50:1 for any period of four consecutive fiscal quarters, respectively. In addition, these notes include customary negative covenants, affirmative covenants, representations and warranties and events of default.

As of December 31, 2012, the Company was in compliance with all debt covenants.

The Company had the following outstanding debt at December 31, 2012 and 2011 (in thousands):

	December 31,
	2012		2011
Foreign subsidiary lines of credit	$	7,781	$	10,832
2011 Credit Agreement		125,000		280,000
Total notes payable and debt		132,781		290,832
Senior unsecured notes — Series A — 3.75%, due February 2015		100,000		100,000
Senior unsecured notes — Series B — 5.00%, due February 2020		100,000		100,000
Senior unsecured notes — Series C — 2.50%, due March 2016		50,000		50,000
Senior unsecured notes — Series D — 3.22%, due March 2018		100,000		100,000
Senior unsecured notes — Series E — 3.97%, due March 2021		50,000		50,000
2011 Credit Agreement		645,000		300,000
Total long-term debt		1,045,000		700,000
Total debt	$	1,177,781	$	990,832

As of December 31, 2012 and 2011, the Company had a total amount available to borrow of $428 million and $419 million, respectively, after outstanding letters of credit, under the 2011 Credit Agreement. The weighted-average interest rates applicable to the senior unsecured notes and 2011 Credit Agreement borrowings collectively were 2.11% and 2.33% at December 31, 2012 and 2011, respectively.

The Company and its foreign subsidiaries also had available short-term lines of credit totaling $107 million and $109 million at December 31, 2012 and 2011, respectively, for the purpose of short-term borrowing and issuance of commercial guarantees. At December 31, 2012 and 2011, the weighted-average interest rates applicable to the short-term borrowings were 2.00% and 2.02%, respectively.

58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

8    Income Taxes

Income tax data for the years ended December 31, 2012, 2011 and 2010 is as follows (in thousands):

	Year Ended December 31,
	2012		2011		2010
The components of income from operations before income taxes areas follows:
Domestic	$	116,071	$	102,998	$	60,470
Foreign		371,554		406,254		377,393
Total	$	487,625	$	509,252	$	437,863

	Year Ended December 31,
	2012			2011			2010
The current and deferred components of the provision for income taxes on operations are as follows:
Current	$	78,401		$	82,108		$	71,137
Deferred		(52,219	)		(5,824	)		(15,037	)
Total	$	26,182		$	76,284		$	56,100
The jurisdictional components of the provision for income taxes on operations are as follows:
Federal	$	39,840		$	33,242		$	21,599
State		5,599			5,661			3,491
Foreign		(19,257	)		37,381			31,010
Total	$	26,182		$	76,284		$	56,100
The differences between income taxes computed at the United States statutory rate and the provision for income taxes are summarized as follows:
Federal tax computed at U.S. statutory income tax rate	$	170,669		$	178,238		$	153,252
State income tax, net of federal income tax benefit		3,639			3,679			2,269
Net effect of foreign operations		(108,893	)		(102,528	)		(97,312	)
Recognition of deferred tax asset associated with a non-U.S. net operating loss		(36,410	)		—			—
Other, net		(2,823	)		(3,105	)		(2,109	)
Provision for income taxes	$	26,182		$	76,284		$	56,100

The Company’s effective tax rates for the years ended December 31, 2012, 2011 and 2010 were 5.4%, 15.0% and 12.8%, respectively. The income tax provision for the year ended December 31, 2012 included a $36 million tax benefit related to the Company’s refinancing of certain of its inter-company debt arrangements, which enabled the Company to recognize a deferred tax asset associated with a non-U.S. net operating loss carryforward. During the year ended December 31, 2012, the Company also recorded a $6 million tax benefit related to a tax audit settlement in the U.S. These tax benefits decreased the Company’s effective tax rate by 8.6 percentage points in the year ended December 31, 2012. Included in the income tax provision for the year ended December 31, 2011 is $2 million of tax benefit related to the reversal of reserves for interest related to an audit settlement in the United Kingdom. This tax benefit decreased the Company’s effective tax rate by 0.3 percentage points in the year ended December 31, 2011. Included in the income tax provision for the year ended December 31, 2010 is an $8 million tax benefit related to a tax audit settlement in the United Kingdom and

59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$2 million of tax benefit related to the resolution of a pre-acquisition tax exposure. These tax benefits decreased the Company’s effective tax rate by 2.1 percentage points in the year ended December 31, 2010. The remaining differences between the effective tax rates for 2012, 2011 and 2010 were primarily attributable to differences in the proportionate amounts of pre-tax income recognized in jurisdictions with different effective tax rates.

The tax effects of temporary differences and carryforwards which give rise to deferred tax assets and deferred tax (liabilities) are summarized as follows (in thousands):

	December 31,
	2012			2011
Deferred tax assets:
Net operating losses and credits	$	119,405		$	18,242
Depreciation		14,555			12,990
Stock-based compensation		25,024			22,616
Deferred compensation		29,666			27,442
Revaluation of equity investments		3,919			4,941
Inventory		3,658			3,226
Accrued liabilities and reserves		36,711			30,371
Other		19,038			11,349
Total deferred tax assets		251,976			131,177
Valuation allowance		(93,576	)		(10,248	)
Deferred tax assets, net of valuation allowance		158,400			120,929
Deferred tax liabilities:
Capitalized software		(15,726	)		(13,263	)
Amortization		(3,980	)		(9,818	)
Indefinite-lived intangibles		(18,252	)		(17,665	)
Other		(4	)		(171	)
Total deferred tax liabilities		(37,962	)		(40,917	)
Net deferred tax assets	$	120,438		$	80,012

Net deferred tax assets of $51 million and $56 million are included in other current assets and $69 million and $24 million are included in other assets at December 31, 2012 and 2011, respectively. During the year ended December 31, 2012, the deferred tax assets associated with net operating losses and tax credit carryforwards and the related valuation allowance increased due to the aforementioned tax benefit related to the Company’s refinancing of inter-company debt arrangements. This deferred tax asset was established for $111 million, for which a $75 million valuation allowance was established and a $36 million tax benefit was recorded in the income tax provision. The Company’s net deferred tax assets associated with net operating losses and tax credit carryforwards are approximately $35 million as of December 31, 2012, which represent the future tax benefit of foreign net operating loss carryforwards that do not expire under current law.

The income tax benefits associated with non-qualified stock option compensation expense recognized for tax purposes and credited to additional paid-in capital were $11 million, $32 million and $11 million for the years ended December 31, 2012, 2011 and 2010, respectively.

At December 31, 2012, there were unremitted earnings of foreign subsidiaries of approximately $2 billion. The Company has not provided for U.S. income taxes or foreign withholding taxes on these earnings as it is the Company’s current intention to permanently reinvest these earnings outside the U.S. Because of the complexity

60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

of U.S. and foreign tax rules applicable to the distribution of earnings from foreign subsidiaries to U.S. legal entities, the determination of the unrecognized deferred tax liability on these earnings is not practicable.

The Company accounts for its uncertain tax return reporting positions in accordance with the accounting standards for income taxes, which require financial statement reporting of the expected future tax consequences of those tax reporting positions on the presumption that all concerned tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances, but prohibit any discounting of those unrecognized tax benefits for the time value of money.

The following is a summary of the activity of the Company’s unrecognized tax benefits for the years ended December 31, 2012, 2011 and 2010 (in thousands):

	2012			2011		2010
Balance at the beginning of the period	$	73,199		$	71,523	$	77,924
Realization of uncertain U.S. tax benefits		(5,625	)		—		—
Realization of uncertain U.K. tax benefits		—			—		(9,996	)
Realization of uncertain pre-acquisition tax benefits		—			—		(1,500	)
Net (decrease) increase in other uncertain tax benefits		(3,184	)		1,676		5,095
Balance at the end of the period	$	64,390		$	73,199	$	71,523

The Company’s uncertain tax positions are taken with respect to income tax return reporting periods beginning after December 31, 1999, which are the periods that generally remain open to income tax audit examination by the concerned income tax authorities. The Company continuously monitors the lapsing of statutes of limitations on potential tax assessments for related changes in the measurement of unrecognized tax benefits, related net interest and penalties, and deferred tax assets and liabilities. During the year ended December 31, 2012, the Company reclassified $39 million of its unrecognized tax benefits to short-term liabilities in the consolidated balance sheets, leaving $25 million classified as long-term liabilities.

The Company is currently engaged in continuing communications with tax authorities in the U.S., Japan and various other jurisdictions regarding examinations of the Company’s tax returns related to matters for which the Company has previously recorded uncertain tax benefits. During 2012, the Company did not record any material changes in the measurement of any unrecognized tax benefits related to these ongoing tax audit examinations. As of December 31, 2012, the Company anticipates that it will be able to resolve certain of these ongoing tax audit examination processes during the next twelve months. As of December 31, 2012, the Company expects to record a reduction in the measurement of its unrecognized tax benefits and related net interest and penalties in the range of approximately $5 million to $39 million within the next twelve months due to the lapsing of statutes of limitations on potential tax assessments and the settlement of ongoing tax audit examinations, and does not otherwise expect to record any other material changes within the next twelve months. These amounts have been classified as accrued income taxes in the consolidated balance sheets.

9    Litigation

The Company is involved in various litigation matters arising in the ordinary course of business. The Company believes the outcome of these matters will not have a material impact on the Company’s financial position, results of operations or cash flows. In June 2012, a $3 million payment was made to settle a complaint that was filed against the Company alleging patent infringement.

The Company has been engaged in ongoing patent litigation with Agilent Technologies GmbH (“Agilent”) in Germany. In July 2005, Agilent brought an action against the Company alleging that certain features of the

61

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Alliance pump continued to infringe certain of its patents. In August 2006, following a trial in this action, the German court ruled that the Company did not infringe the patents. Agilent filed an appeal in this action. A hearing on this appeal was held in January 2008. The appeals court affirmed the finding of the trial court that the Company did not infringe and Agilent appealed this finding to the German Federal Court of Justice. In December 2012, Agilent won this appeal and the Company recorded a $4 million provision for damages and fees estimated to be incurred in connection with this litigation. The accrued patent litigation expense is in other current liabilities in the consolidated balance sheets at December 31, 2012 and 2011.

10    Other Commitments and Contingencies

Lease agreements, expiring at various dates through 2026, cover buildings, office equipment and automobiles. Rental expense was $30 million, $28 million and $27 million during the years ended December 31, 2012, 2011 and 2010, respectively. Future minimum rents payable as of December 31, 2012 under non-cancelable leases with initial terms exceeding one year are as follows (in thousands):

2013	$	23,243
2014		18,135
2015		11,456
2016		7,259
2017 and thereafter		18,019

The Company licenses certain technology and software from third parties. Fees paid for licenses were less than $1 million for each of the years ended December 31, 2012, 2011 and 2010. Future minimum license fees payable under existing license agreements as of December 31, 2012 are immaterial for the years ended December 31, 2013 and thereafter.

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

The Company enters into standard indemnification agreements in its ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners or customers, in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to its current products, as well as claims relating to property damage or personal injury resulting from the performance of services by the Company or its subcontractors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Historically, the Company’s costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and management accordingly believes the estimated fair value of these agreements is immaterial.

11    Stock-Based Compensation

In May 2012, the Company’s shareholders approved the Company’s 2012 Equity Incentive Plan (“2012 Plan”). As of December 31, 2012, the 2012 Plan has 5.6 million shares available for grant in the form of incentive or non-qualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units or other types of awards. The Company issues new shares of common stock upon exercise of stock options or restricted stock unit conversion. Under the 2012 Plan, the exercise price for stock options may not be less than the fair market value of the underlying stock at the date of grant. The 2012 Plan is scheduled to terminate on May 9, 2022. Options generally will expire no later than ten years after the date on which they are granted and will become exercisable as directed by the Compensation Committee of the Board of Directors and generally vest

62

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

in equal annual installments over a five-year period. A SAR may be granted alone or in conjunction with an option or other award. Shares of restricted stock and restricted stock units may be issued under the 2012 Plan for such consideration as is determined by the Compensation Committee of the Board of Directors. As of December 31, 2012, the Company had stock options, restricted stock and restricted stock unit awards outstanding.

In May 2009, the Company’s shareholders approved the 2009 Employee Stock Purchase Plan under which eligible employees may contribute up to 15% of their earnings toward the quarterly purchase of the Company’s common stock. The plan makes available 0.9 million shares of the Company’s common stock, which includes the remaining shares available under the 1996 Employee Stock Purchase Plan. As of December 31, 2012, 1.1 million shares have been issued under both the 2009 and 1996 Employee Stock Purchase Plans. Each plan period lasts three months beginning on January 1, April 1, July 1 and October 1 of each year. The purchase price for each share of stock is the lesser of 90% of the market price on the first day of the plan period or 100% of the market price on the last day of the plan period. Stock-based compensation expense related to this plan was $1 million, $1 million and less than $1 million for the years ended December 31, 2012, 2011 and 2010, respectively.

The Company accounts for stock-based compensation costs in accordance with the accounting standards for stock-based compensation, which require that all share-based payments to employees be recognized in the statements of operations based on their fair values. The Company recognizes the expense using the straight-line attribution method. The stock-based compensation expense recognized in the consolidated statements of operations is based on awards that ultimately are expected to vest; therefore, the amount of expense has been reduced for estimated forfeitures. The stock-based compensation accounting standards require forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical experience. If actual results differ significantly from these estimates, stock-based compensation expense and the Company’s results of operations could be materially impacted. In addition, if the Company employs different assumptions in the application of these standards, the compensation expense that the Company records in the future periods may differ significantly from what the Company has recorded in the current period.

The consolidated statements of operations for the years ended December 31, 2012, 2011 and 2010 include the following stock-based compensation expense related to stock option awards, restricted stock, restricted stock unit awards and the employee stock purchase plan (in thousands):

	2012		2011		2010
Cost of sales	$	2,694	$	2,566	$	2,483
Selling and administrative expenses		22,679		21,891		19,197
Research and development expenses		3,810		3,122		3,172
Total stock-based compensation	$	29,183	$	27,579	$	24,852

As of both December 31, 2012 and 2011, the Company has capitalized stock-based compensation costs of less than $1 million in inventory in the consolidated balance sheets. As of December 31, 2012 and 2011, the Company has capitalized stock-based compensation costs of $2 million and $3 million, respectively, in capitalized software in the consolidated balance sheets.

Stock Options

In determining the fair value of the stock options, the Company makes a variety of assumptions and estimates, including volatility measures, expected yields and expected stock option lives. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model. The Company uses

63

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

implied volatility on its publicly-traded options as the basis for its estimate of expected volatility. The Company believes that implied volatility is the most appropriate indicator of expected volatility because it is generally reflective of historical volatility and expectations of how future volatility will differ from historical volatility. The expected life assumption for grants is based on historical experience for the population of non-qualified stock optionees. The risk-free interest rate is the yield currently available on U.S. Treasury zero-coupon issues with a remaining term approximating the expected term used as the input to the Black-Scholes model. The relevant data used to determine the value of the stock options granted during 2012, 2011 and 2010 are as follows:

Options Issued and Significant Assumptions Used to Estimate Option Fair Values	2012			2011			2010
Options issued in thousands		699			658			667
Risk-free interest rate		1.0	%		1.1	%		2.0	%
Expected life in years		6			6			6
Expected volatility		0.265			0.376			0.271
Expected dividends		—			—			—

Weighted-Average Exercise Price and Fair Value of Options on the Date of Grant	2012		2011		2010
Exercise price	$	86.55	$	79.10	$	78.21
Fair value	$	23.97	$	29.67	$	23.97

The following table summarizes stock option activity for the plans for the year ended December 31, 2012 (in thousands, except per share data):

	Number of Shares			Exercise Price per Share		Weighted-Average Exercise Price
Outstanding at December 31, 2011		4,809		$	21.39 to $79.15	$	56.71
Granted		699		$	75.94 to $87.06	$	86.55
Exercised		(630	)	$	21.39 to $79.05	$	38.40
Canceled		(69	)	$	41.20 to $77.94	$	64.10
Outstanding at December 31, 2012		4,809		$	23.19 to $87.06	$	63.34

The following table details the weighted-average remaining contractual life of options outstanding at December 31, 2012 by range of exercise prices (in thousands, except per share data):

Exercise Price Range	Number of Shares Outstanding		Weighted- Average Exercise Price		Remaining Contractual Life of Options Outstanding		Number of Shares Exercisable		Weighted- Average Exercise Price
$23.19 to $48.99		1,592	$	41.06		2.9		1,479	$	41.07
$49.00 to $78.99		1,325	$	63.59		5.7		1,028	$	63.77
$79.00 to $87.06		1,892	$	81.91		9.1		361	$	79.15
Total		4,809	$	63.34		6.1		2,868	$	54.00

During 2012, 2011 and 2010, the total intrinsic value of the stock options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the options) was $31 million, $67 million and $45 million, respectively. The total cash received from the exercise of these stock options was $24 million, $56 million and $97 million for the years ended December 31, 2012, 2011 and 2010, respectively.

The aggregate intrinsic value of the outstanding stock options at December 31, 2012 was $114 million. Options exercisable at December 31, 2012, 2011 and 2010 were 2.9 million, 2.9 million and 3.7 million, respectively. The weighted-average exercise prices of options exercisable at December 31, 2012, 2011 and 2010 were $54.00, $47.95 and $43.45, respectively. The weighted-average remaining contractual life of the exercisable outstanding stock options at December 31, 2012 was 4.3 years.

64

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At December 31, 2012, the Company had 4.8 million stock options which are vested and expected to vest. The intrinsic value, weighted-average price and remaining contractual life of the vested and expected to vest stock options were $114 million, $63.18 and 6.0 years, respectively, at December 31, 2012.

As of December 31, 2012, 2011 and 2010, there were $45 million, $45 million and $38 million of total unrecognized compensation costs related to unvested stock option awards that are expected to vest. These costs are expected to be recognized over a weighted-average period of 3.7 years.

Restricted Stock

During each of the years ended December 31, 2012, 2011 and 2010, the Company granted 12 thousand shares of restricted stock. The restrictions on these shares lapse at the end of a three-year period. The weighted-average fair value per share on the grant date of the restricted stock granted in 2012, 2011 and 2010 was $75.94, $78.10 and $61.63, respectively. The Company has recorded $1 million of compensation expense in each of the years ended December 31, 2012, 2011 and 2010, respectively, related to the restricted stock grants. As of December 31, 2012, the Company had 36 thousand unvested shares of restricted stock outstanding with a total of $1 million of unrecognized compensation costs. These costs are expected to be recognized over a weighted-average period of 1.6 years.

Restricted Stock Units

The following table summarizes the unvested restricted stock unit award activity for the year ended December 31, 2012 (in thousands, except for per share amounts):

	Shares			Weighted-Average Price
Unvested at December 31, 2011		654		$	57.94
Granted		161		$	87.81
Vested		(225	)	$	55.21
Forfeited		(16	)	$	61.83
Unvested at December 31, 2012		574		$	67.28

Restricted stock units are generally issued annually in February and vest in equal annual installments over a five-year period. The amount of compensation costs recognized for the years ended December 31, 2012, 2011 and 2010 on the restricted stock units expected to vest were $13 million, $13 million and $12 million, respectively. As of December 31, 2012, there were $24 million of total unrecognized compensation costs related to the restricted stock unit awards that are expected to vest. These costs are expected to be recognized over a weighted-average period of 3.1 years.

12    Earnings Per Share

Basic and diluted EPS calculations are detailed as follows (in thousands, except per share data):

	Year Ended December 31, 2012
	Net Income		Weighted-Average Shares		Per Share
	(Numerator)		(Denominator)		Amount
Net income per basic common share	$	461,443		87,841	$	5.25
Effect of dilutive stock option, restricted stock and restricted stock unit securities				1,138
Net income per diluted common share	$	461,443		88,979	$	5.19

65

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended December 31, 2011
	Net Income		Weighted-Average Shares		Per Share
	(Numerator)		(Denominator)		Amount
Net income per basic common share	$	432,968		90,833	$	4.77
Effect of dilutive stock option, restricted stock and restricted stock unit securities				1,492
Net income per diluted common share	$	432,968		92,325	$	4.69

	Year Ended December 31, 2010
	Net Income		Weighted-Average Shares		Per Share
	(Numerator)		(Denominator)		Amount
Net income per basic common share	$	381,763		92,385	$	4.13
Effect of dilutive stock option, restricted stock and restricted stock unit securities				1,672
Net income per diluted common share	$	381,763		94,057	$	4.06

For the years ended December 31, 2012, 2011 and 2010, the Company had 2.0 million, 1.3 million and 2.5 million stock options that were antidilutive, respectively, due to having higher exercise prices than the Company’s average stock price during the period. These securities were not included in the computation of diluted EPS. The effect of dilutive securities was calculated using the treasury stock method.

13    Retirement Plans

U.S. employees are eligible to participate in the Waters Employee Investment Plan, a 401(k) defined contribution plan, immediately upon hire. Employees may contribute from 1% to 30% of eligible pay on a pre-tax basis and the Company makes matching contributions of 100% for contributions up to 6% of eligible pay. Employees are 100% vested in employee and Company matching contributions. For the years ended December 31, 2012, 2011 and 2010, the Company’s matching contributions amounted to $12 million, $12 million and $11 million, respectively.

The Company maintains two defined benefit plans in the U.S. for which the pay credit accruals have been frozen, the Waters Retirement Plan and the Waters Retirement Restoration Plan (collectively, the “U.S. Pension Plans”). The Company also sponsors other employee benefit plans in the U.S., including a retiree healthcare plan, which provides reimbursement for medical expenses and is contributory. There are various employee benefit plans outside the United States (both defined benefit and defined contribution plans). Certain non-U.S. defined benefit plans (“Non-U.S. Pension Plans”) are included in the disclosures below, which are required under the accounting standards for retirement benefits.

During 2012, the Company identified additional defined benefit pension plans in certain non-U.S. countries that had not historically been accounted for in accordance with GAAP in the Company’s consolidated financial statements. The cumulative impact of these plans was (i) an understatement of the Company’s long-term pension liability of $6 million, an understatement of accumulated other comprehensive income of $4 million and an understatement of long-term deferred tax assets of $2 million and (ii) an omission of pension disclosures in previous years that resulted in the 2012 projected benefit obligation and plan assets increasing $25 million and $18 million, respectively. The impact of these adjustments was reflected in the related 2012 fair value and other pension disclosures below.

66

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company corrected the errors describe above through an out-of-period adjustment to the consolidated balance sheet and statements of comprehensive income and stockholders’ equity during the first quarter of the year ended December 31, 2012. The errors did not impact the Company’s consolidated statement of operations or statement of cash flows. Management concluded that the adjustments described above to correct the cumulative effect of the omission of these plans were not material to the results for the first quarter of 2012 or for the year ended December 31, 2012. In addition, management concluded that the omission of these plans was not material to any previously issued annual or quarterly financial statements, individually or in the aggregate.

The Company contributed $3 million, $2 million and $2 million in the years ended December 31, 2012, 2011 and 2010, respectively, to the non-U.S. plans that were previously omitted from the required disclosures. The Company contributed $11 million, $10 million and $9 million in the years ended December 31, 2012, 2011 and 2010, respectively, to the remaining non-U.S. plans (primarily defined contribution plans) which are currently outside of the scope of the required disclosures. The eligibility and vesting of non-U.S. plans are generally consistent with local laws and regulations.

The net periodic pension cost is made up of several components that reflect different aspects of the Company’s financial arrangements as well as the cost of benefits earned by employees. These components are determined using the projected unit credit actuarial cost method and are based on certain actuarial assumptions. The Company’s accounting policy is to reflect in the projected benefit obligation all benefit changes to which the Company is committed as of the current valuation date; use a market-related value of assets to determine pension expense; amortize increases in prior service costs on a straight-line basis over the expected future service of active participants as of the date such costs are first recognized; and amortize cumulative actuarial gains and losses in excess of 10% of the larger of the market-related value of plan assets and the projected benefit obligation over the expected future service of active participants.

Summary data for the U.S. Pension Plans, U.S. retiree healthcare plan and Non-U.S. Pension Plans are presented in the following tables, using the measurement dates of December 31, 2012 and 2011, respectively.

The summary of the projected benefit obligations at December 31, 2012 and 2011 is as follows (in thousands):

	2012									2011
	U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*			U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*
Projected benefit obligation, January 1	$	136,256		$	9,146		$	29,195		$	118,459		$	7,724		$	29,504
Service cost		9			1,447			4,318			7			1,214			1,872
Interest cost		5,806			350			1,988			6,166			364			1,079
Actuarial losses		6,184			325			5,790			13,884			331			439
Disbursements		(3,208	)		(480	)		(1,011	)		(2,260	)		(487	)		(1,462	)
Plan amendments		—			—			—			—			—			(2,640	)
Other plans*		—			—			25,041			—			—			—
Currency impact		—			—			(464	)		—			—			403
Projected benefit obligation, December 31	$	145,047		$	10,788		$	64,857		$	136,256		$	9,146		$	29,195

* Certain Non-U.S. Pension Plans were omitted from prior year’s disclosure. The current year disclosure has been adjusted to include these plans.

67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The accumulated benefit obligations at December 31, 2012 and 2011 are as follows (in thousands):

	2012					2011
	U.S. Pension Plans		U.S. Retiree Healthcare Plan	Non-U.S. Pension Plans*		U.S. Pension Plans		U.S. Retiree Healthcare Plan	Non-U.S. Pension Plans*
Accumulated benefit obligation	$	145,045	**	$	55,937	$	136,240	**	$	26,210

* Certain Non-U.S. Pension Plans were omitted from prior year’s disclosure. The current year disclosure has been adjusted to include these plans.

** Not applicable.

The summary of the fair value of the plan assets at December 31, 2012 and 2011 is as follows (in thousands):

	2012									2011
	U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*			U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*
Fair value of assets, January 1	$	91,610		$	4,319		$	12,798		$	93,187		$	3,808		$	11,934
Actual return on plan assets		11,761			516			1,007			(1,844	)		61			271
Company contributions		6,409			275			4,243			2,527			268			1,874
Employee contributions		—			727			566			—			669			—
Disbursements		(3,208	)		(480	)		(1,011	)		(2,260	)		(487	)		(1,462	)
Other plans*		—			—			18,382			—			—			—
Currency impact		—			—			(126	)		—			—			181
Fair value of assets, December 31	$	106,572		$	5,357		$	35,859		$	91,610		$	4,319		$	12,798

* Certain Non-U.S. Pension Plans were omitted from prior year’s disclosure. The current year disclosure has been adjusted to include these plans.

The summary of the funded status of the plans at December 31, 2012 and 2011 is as follows (in thousands):

	2012									2011
	U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*			U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*
Projected benefit obligation	$	(145,047	)	$	(10,788	)	$	(64,857	)	$	(136,256	)	$	(9,146	)	$	(29,195	)
Fair value of plan assets		106,572			5,357			35,859			91,610			4,319			12,798
Projected benefit obligation in excess of fair value of plan assets	$	(38,475	)	$	(5,431	)	$	(28,998	)	$	(44,646	)	$	(4,827	)	$	(16,397	)

* Certain Non-U.S. Pension Plans were omitted from prior year’s disclosure. The current year disclosure has been adjusted to include these plans.

68

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The summary of the amounts recognized in the consolidated balance sheets for the plans at December 31, 2012 and 2011 is as follows (in thousands):

	2012									2011
	U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*			U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*
Long-term assets	$	—		$	—		$	1,407		$	—		$	—		$	1,817
Current liabilities		(140	)		(283	)		(175	)		(149	)		—			(108	)
Long-term liabilities		(38,335	)		(5,148	)		(30,230	)		(44,497	)		(4,827	)		(18,106	)
Net amount recognized at December 31	$	(38,475	)	$	(5,431	)	$	(28,998	)	$	(44,646	)	$	(4,827	)	$	(16,397	)

* Certain Non-U.S. Pension Plans were omitted from prior year’s disclosure. The current year disclosure has been adjusted to include these plans.

The summary of the components of net periodic pension costs for the plans for the years ended December 31, 2012, 2011 and 2010 is as follows (in thousands):

	2012									2011									2010
	U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*			U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*			U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*
Service cost	$	9		$	720		$	3,752		$	7		$	545		$	1,872		$	55		$	427		$	1,710
Interest cost		5,806			350			1,988			6,166			364			1,079			6,315			356			1,027
Expected return on plan assets		(7,619	)		(287	)		(838	)		(7,443	)		(277	)		(313	)		(7,123	)		(226	)		(329	)
Net amortization:
Prior service credit		—			(54	)		(267	)		—			(53	)		(89	)		—			(53	)		—
Net actuarial loss		3,009			—			367			1,782			—			37			1,095			—			11
Net periodic pension cost	$	1,205		$	729		$	5,002		$	512		$	579		$	2,586		$	342		$	504		$	2,419

* Certain Non-U.S. Pension Plans were omitted from prior year’s disclosure. The current year disclosure has been adjusted to include these plans.

69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The summary of the changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the years ended December 31, 2012, 2011 and 2010 is as follows (in thousands):

	2012								2011								2010
	U.S. Pension Plans			U.S. Retiree Healthcare Plan		Non-U.S. Pension Plans*			U.S. Pension Plans			U.S. Retiree Healthcare Plan		Non-U.S. Pension Plans*			U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*
Prior service cost	$	—		$	—	$	—		$	—		$	—	$	(3,619	)	$	—		$	—		$	—
Net gain (loss) arising during the year		2,042			96		5,622			23,170			546		481			5,198			(605	)		627
Amortization:
Prior service credit		—			54		267			—			53		89			—			53			—
Net loss		(3,009	)		—		(367	)		(1,782	)		—		(37	)		(1,095	)		—			(11	)
Other Plans*		—			—		5,970			—			—		—			—			—			—
Currency impact		—			—		424			—			—		55			—			—			253
Total recognized in other comprehensive (loss) income	$	(967	)	$	150	$	11,916		$	21,388		$	599	$	(3,031	)	$	4,103		$	(552	)	$	869

* Certain Non-U.S. Pension Plans were omitted from prior year’s disclosure. The current year disclosure has been adjusted to include these plans.

The summary of the amounts included in accumulated other comprehensive (loss) income in stockholders’ equity for the plans at December 31, 2012 and 2011 is as follows (in thousands):

	2012									2011
	U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*			U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*
Net loss	$	(56,479	)	$	(395	)	$	(13,674	)	$	(57,446	)	$	(299	)	$	(2,416	)
Prior service credit		—			105			2,938			—			159			3,527
Total	$	(56,479	)	$	(290	)	$	(10,736	)	$	(57,446	)	$	(140	)	$	1,111

* Certain Non-U.S. Pension Plans were omitted from prior year’s disclosure. The current year disclosure has been adjusted to include these plans.

The summary of the amounts included in accumulated other comprehensive income (loss) expected to be included in next year’s net periodic benefit cost for the plans at December 31, 2012 is as follows (in thousands):

	2012
	U.S. Pension Plans			U.S. Retiree Healthcare Plan		Non-U.S. Pension Plans
Net loss	$	(3,523	)	$	—	$	(523	)
Prior service credit		—			54		248
Total	$	(3,523	)	$	54	$	(275	)

70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The plans’ investment asset mix is as follow at December 31, 2012 and 2011:

	2012									2011
	U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*			U.S. Pension Plans			U.S. Retiree Healthcare Plan			Non-U.S. Pension Plans*
Equity securities		65	%		57	%		0	%		62	%		61	%		0	%
Debt securities		33	%		22	%		0	%		35	%		27	%		0	%
Cash and cash equivalents		2	%		21	%		17	%		3	%		12	%		45	%
Insurance contracts and other		0	%		0	%		83	%		0	%		0	%		55	%
Total		100	%		100	%		100	%		100	%		100	%		100	%

* Certain Non-U.S. Pension Plans were omitted from prior year’s disclosure. The current year disclosure has been adjusted to include these plans.

The plans’ investment policies include the following asset allocation guidelines:

	U.S. Pension and U.S. Retiree Healthcare Plans					Non-U.S. Pension Plans Policy Target
	Policy Target			Range
Equity securities		60	%		40% -80%		0	%
Debt securities		25	%		20% -60%		0	%
Cash and cash equivalents		5	%		0% - 20%		20	%
Other		10	%		0% - 20%		80	%

The asset allocation policy for the U.S. Pension Plans and U.S. retiree healthcare plan was developed in consideration of the following long-term investment objectives: achieving a return on assets consistent with the investment policy, achieving portfolio returns which exceed the average return for similarly invested funds and maximizing portfolio returns with at least a return of 2.5% above the one-year constant maturity Treasury bond yield over reasonable measurement periods and based on reasonable market cycles.

Within the equity portfolio of the U.S. retirement plans, investments are diversified among market capitalization and investment strategy. The Company targets a 20% allocation of its U.S. retirement plans’ equity portfolio to be invested in financial markets outside of the United States. The Company does not invest in its own stock within the U.S. retirement plans’ assets.

71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value of the Company’s retirement plan assets are as follows at December 31, 2012 (in thousands):

	Total at December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
U.S. Pension Plans:
Mutual funds(a)	$	93,061	$	92,830	$	231	$	—
Common stocks(b)		4,886		4,886		—		—
Cash equivalents(c)		2,359		—		2,359		—
Hedge funds(d)		6,266		—		—		6,266
Total U.S. Pension Plans		106,572		97,716		2,590		6,266
U.S. Retiree Healthcare Plan:
Mutual funds(e)		4,236		4,236		—		—
Cash equivalents(c)		1,121		—		1,121		—
Total U.S. Retiree Healthcare Plan		5,357		4,236		1,121		—
Non-U.S. Pension Plans*:
Cash equivalents(c)		6,162		6,162		—		—
Bank and insurance investment contracts(f)		29,697		—		—		29,697
Total Non-U.S. Pension Plans		35,859		6,162		—		29,697
Total fair value of retirement plan assets	$	147,788	$	108,114	$	3,711	$	35,963

The fair value of the Company’s retirement plan assets are as follows at December 31, 2011 (in thousands):

	Total at December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
U.S. Pension Plans:
Mutual funds(g)	$	78,631	$	78,327	$	304	$	—
Common stocks(b)		3,911		3,911		—		—
Cash equivalents(c)		3,050		—		3,050		—
Hedge funds(d)		6,018		—		—		6,018
Total U.S. Pension Plans		91,610		82,238		3,354		6,018
U.S. Retiree Healthcare Plan:
Mutual funds(h)		3,798		3,798		—		—
Cash equivalents(c)		521		—		521		—
Total U.S. Retiree Healthcare Plan		4,319		3,798		521		—
Non-U.S. Pension Plans*:
Cash equivalents(c)		5,759		5,759		—		—
Bank and insurance investment contracts(f)		7,039		—		—		7,039
Total Non-U.S. Pension Plans		12,798		5,759		—		7,039
Total fair value of retirement plan assets	$	108,727	$	91,795	$	3,875	$	13,057

* Certain Non-U.S. Pension Plans were omitted from prior year’s disclosure. The current year disclosure has been adjusted to include these plans.

72

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(a) The mutual fund balance in the U.S. Pension Plans are invested in the following categories: 34% in the common stock of large-cap U.S. companies, 27% in the common stock of international growth companies, and 39% in fixed income bonds issued by U.S. companies and by the U.S. government and its agencies.

(b) Represents primarily amounts invested in common stock of technology, healthcare, financial, energy and consumer staples and discretionary U.S. companies.

(c) Primarily represents money market funds held with various financial institutions.

(d) Hedge fund invests in both short and long term U.S. common stocks. Management of the hedge funds has the ability to shift investments from value to growth strategies, from large to small capitalization stocks and from a net long position to a net short position.

(e) The mutual fund balance in the U.S. Retiree Healthcare Plan is invested in the following categories: 63% in the common stock of large-cap U.S. companies, 9% in the common stock of international growth companies and 28% in fixed income bonds of U.S. companies and U.S. government.

(f) Amount represents bank and insurance guaranteed investment contracts.

(g) The mutual fund balance in the U.S. Pension Plans are invested in the following categories: 38% in the common stock of large-cap U.S. companies, 23% in the common stock of international growth companies, and 39% in fixed income bonds issued by U.S. companies and by the U.S. government and its agencies.

(h) The mutual fund balance in the U.S. Retiree Healthcare Plan is invested in the following categories: 61% in the common stock of large-cap U.S. companies, 9% in the common stock of international growth companies and 30% in fixed income bonds of U.S. companies and U.S. government.

The following table summarizes the changes in fair value of the Level 3 retirement plan assets for the years ended December 31, 2012 and 2011 (in thousands):

	Total		Hedge Funds		Insurance Guaranteed Investment Contracts
Fair value of assets, December 31, 2010	$	10,795	$	4,882	$	5,913
Net purchases (sales) and appreciation (depreciation)		2,262		1,136		1,126
Fair value of assets, December 31, 2011		13,057		6,018		7,039
Net purchases (sales) and appreciation (depreciation)		4,524		248		4,276
Other Plans*		18,382		—		18,382
Fair value of assets, December 31, 2012	$	35,963	$	6,266	$	29,697

* Certain Non-U.S. Pension Plans were omitted from prior year’s disclosure. The current year disclosure has been adjusted to include these plans.

The weighted-average assumptions used to determine the benefit obligation in the consolidated balance sheets at December 31, 2012, 2011 and 2010 are as follows:

	2012						2011						2010
	U.S.			Non-U.S.			U.S.			Non-U.S.			U.S.			Non-U.S.
Discount rate		3.90	%		3.10	%		4.33	%		3.29	%		5.31	%		3.63	%
Increases in compensation levels		4.75	%		2.59	%		4.75	%		2.91	%		4.75	%		2.90	%

73

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The weighted-average assumptions used to determine the pension cost at December 31, 2012, 2011 and 2010 are as follows:

	2012						2011						2010
	U.S.			Non-U.S.			U.S.			Non-U.S.			U.S.			Non-U.S.
Discount rate		4.26	%		3.29	%		5.10	%		3.63	%		5.95	%		4.05	%
Return on assets		7.12	%		1.88	%		7.20	%		2.50	%		6.86	%		3.07	%
Increases in compensation levels		4.75	%		2.91	%		4.75	%		2.90	%		4.75	%		2.94	%

To develop the expected long-term rate of return on assets assumption, the Company considered historical returns and future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio and historical expenses paid by the plan. A one-quarter percentage point increase in the assumed long-term rate of return on assets would decrease the Company’s net periodic benefit cost for the Waters Retirement Plan by less than $1 million. A one-quarter percentage point increase in the discount rate would decrease the Company’s net periodic benefit cost for the Waters Retirement Plan by less than $1 million.

During fiscal year 2013, the Company expects to contribute a total of approximately $8 million to $10 million to the Company’s defined benefit plans. Estimated future benefit payments as of December 31, 2012 are as follows (in thousands):

	U.S. Pension and Retiree Healthcare Plans		Non-U.S. Pension Plans		Total
2013	$	5,368	$	939	$	6,307
2014		6,399		1,104		7,503
2015		7,129		1,321		8,450
2016		7,483		3,950		11,433
2017		8,138		2,010		10,148
2018 - 2022		53,346		13,705		67,051

14    Business Segment Information

The accounting standards for segment reporting establish standards for reporting information about operating segments in annual financial statements and require selected information for those segments to be presented in interim financial reports of public business enterprises. They also establish standards for related disclosures about products and services, geographic areas and major customers. The Company’s business activities, for which discrete financial information is available, are regularly reviewed and evaluated by the chief operating decision makers. As a result of this evaluation, the Company determined that it has two operating segments: Waters Division and TA Division.

Waters Division is primarily in the business of designing, manufacturing, distributing and servicing LC and MS instruments, columns and other chemistry consumables that can be integrated and used along with other analytical instruments. TA Division is primarily in the business of designing, manufacturing, distributing and servicing thermal analysis, rheometry and calorimetry instruments. The Company’s two divisions are its operating segments and each has similar economic characteristics; product processes; products and services; types and classes of customers; methods of distribution and regulatory environments. Because of these similarities, the two segments have been aggregated into one reporting segment for financial statement purposes. Please refer to the consolidated financial statements for financial information regarding the one reportable segment of the Company.

74

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Net sales for the Company’s products and services are as follows for the years ended December 31, 2012, 2011 and 2010 (in thousands):

	2012		2011		2010
Product net sales:
Waters instrument systems	$	828,458	$	878,367	$	772,631
Chemistry		294,787		292,506		264,368
TA instrument systems		157,262		151,263		129,628
Total product sales		1,280,507		1,322,136		1,166,627
Service net sales:
Waters service		509,412		480,553		434,352
TA service		53,722		48,495		42,392
Total service sales		563,134		529,048		476,744
Total net sales	$	1,843,641	$	1,851,184	$	1,643,371

Geographic sales information is presented below for the years ended December 31, 2012, 2011 and 2010 (in thousands):

	2012		2011		2010
Net Sales:
United States	$	531,912	$	530,606	$	499,535
Europe		549,341		574,770		494,638
Asia:
China		212,701		175,409		147,389
Japan		207,340		211,893		187,581
Asia Other		215,612		222,082		205,679
Total Asia		635,653		609,384		540,649
Other		126,735		136,424		108,549
Total net sales	$	1,843,641	$	1,851,184	$	1,643,371

The Other category includes Canada, Latin America and Puerto Rico. Net sales are attributable to geographic areas based on the region of destination. None of the Company’s individual customers accounts for more than 3% of annual Company sales.

Long-lived assets information at December 31, 2012 and 2011 is presented below (in thousands):

	2012		2011
Long-lived assets:
United States	$	173,932	$	180,750
Europe		89,389		46,082
Japan		964		1,228
Asia		7,503		7,702
Other		1,491		1,333
Total long-lived assets	$	273,279	$	237,095

The Other category includes Canada, Latin America and Puerto Rico. Long-lived assets exclude goodwill, other intangible assets and other assets.

75

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

15    Unaudited Quarterly Results

The Company’s unaudited quarterly results are summarized below (in thousands, except per share data):

2012	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Net sales	$	420,458		$	451,465		$	449,952		$	521,766		$	1,843,641
Cost of sales		167,290			179,259			182,702			208,363			737,614
Gross profit		253,168			272,206			267,250			313,403			1,106,027
Selling and administrative expenses		117,119			122,682			115,322			122,147			477,270
Research and development expenses		23,347			23,943			23,756			24,958			96,004
Purchased intangibles amortization		2,485			2,458			6,427			2,459			13,829
Litigation provisions		—			3,000			—			4,434			7,434
Operating income		110,217			120,123			121,745			159,405			511,490
Interest expense		(6,491	)		(6,878	)		(7,107	)		(7,597	)		(28,073	)
Interest income		769			1,031			1,184			1,224			4,208
Income from operations before income taxes		104,495			114,276			115,822			153,032			487,625
Provision for income tax expense (benefit)		15,829			16,552			16,713			(22,912	)		26,182
Net income	$	88,666		$	97,724		$	99,109		$	175,944		$	461,443
Net income per basic common share		1.00			1.11			1.13			2.03			5.25
Weighted-average number of basic common shares		88,992			88,317			87,411			86,712			87,841
Net income per diluted common share		0.98			1.09			1.12			2.00			5.19
Weighted-average number of diluted common shares and equivalents		90,269			89,381			88,451			87,851			88,979

2011	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Net sales	$	427,603		$	447,627		$	454,534		$	521,420		$	1,851,184
Cost of sales		169,829			176,103			180,318			204,243			730,493
Gross profit		257,774			271,524			274,216			317,177			1,120,691
Selling and administrative expenses		117,124			125,439			121,211			126,237			490,011
Research and development expenses		22,254			23,014			23,372			23,707			92,347
Purchased intangibles amortization		2,501			2,504			2,369			2,359			9,733
Operating income		115,895			120,567			127,264			164,874			528,600
Interest expense		(4,083	)		(5,052	)		(6,159	)		(6,677	)		(21,971	)
Interest income		713			813			613			484			2,623
Income from operations before income taxes		112,525			116,328			121,718			158,681			509,252
Provision for income tax expense		18,036			16,253			20,461			21,534			76,284
Net income	$	94,489		$	100,075		$	101,257		$	137,147		$	432,968
Net income per basic common share		1.03			1.09			1.12			1.54			4.77
Weighted-average number of basic common shares		91,649			91,662			90,688			89,324			90,833
Net income per diluted common share		1.01			1.07			1.10			1.51			4.69
Weighted-average number of diluted common shares and equivalents		93,313			93,271			92,060			90,566			92,325

76

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company typically experiences an increase in sales in the fourth quarter, as a result of purchasing habits for capital goods of customers that tend to exhaust their spending budgets by calendar year end. Selling and administrative expenses are typically higher in the second and third quarters over the first quarter in each year as the Company’s annual payroll merit increases take effect. Selling and administrative expenses will vary in the fourth quarter in relation to performance in the quarter and for the year. The Company recorded litigation provisions in the second and fourth quarters of 2012 for damages and fees estimated to be incurred in connection with complaints filed against the Company relating to patent infringement lawsuits (Note 9). In the third quarter of 2012, the Company incurred a one-time $4 million charge to purchased intangibles amortization expense related to the discontinuance of a product trade name intangible asset (Note 6). In the fourth quarter of 2012, the Company recorded a $36 million tax benefit related to the reduction in a deferred tax asset valuation reserve associated with the Company’s refinancing of certain of its inter-company debt arrangements, which enabled the Company to recognize a deferred tax asset associated with a non-U.S. net operating loss carryforward (Note 8). In the fourth quarter of 2012, the Company also recorded a $6 million tax benefit related to a tax audit settlement in the U.S. In the second quarter of 2011, the Company recorded $2 million of tax benefit related to the reversal of reserves for interest related to an audit settlement in the United Kingdom.

77

Item 9:     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A:     Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s chief executive officer and chief financial officer (principal executive and principal financial officer), with the participation of management, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. 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, 2012 (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.

Management’s Annual Report on Internal Control Over Financial Reporting

See Management’s Report on Internal Control Over Financial Reporting in Item 8 on page 38 of this Form 10-K.

Report of the Independent Registered Public Accounting Firm

See the report of PricewaterhouseCoopers LLP in Item 8 on page 39 of this Form 10-K.

Changes in Internal Controls Over Financial Reporting

No change was identified in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B:     Other Information

None.

78

PART III

Item 10: Directors, Executive Officers and Corporate Governance

Information regarding the Company’s directors is contained in the definitive proxy statement for the 2013 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 2013 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 2013 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.

Item 11: Executive Compensation

This information is contained in the Company’s definitive proxy statement for the 2013 Annual Meeting of Stockholders under the headings “Compensation of Directors and Executive Officers”, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report”. Such information is incorporated herein by reference.

Item 12: Security Ownership of Certain Beneficial Owners and 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 2013 Annual Meeting of Stockholders under the heading “Security Ownership of Certain Beneficial Owners and Management”. Such information is incorporated herein by reference.

79

Equity Compensation Plan Information

The following table provides information as of December 31, 2012 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):

	A		B		C
	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (A))
Equity compensation plans approved by security holders		4,809	$	63.34		6,594
Equity compensation plans not approved by security holders		—		—		—
Total		4,809	$	63.34		6,594

See Note 11, Stock-Based Compensation, in the Notes to Consolidated Financial Statements for a description of the material features of the Company’s equity compensation plans.

Item 13: Certain Relationships and Related Transactions and Director Independence

This information is contained in the Company’s definitive proxy statement for the 2013 Annual Meeting of Stockholders under the headings “Directors Meetings and Board Committees”, “Corporate Governance” and “Compensation of Directors and Executive Officers”. Such information is incorporated herein by reference.

Item 14: Principal Accountant Fees and Services

This information is contained in the Company’s definitive proxy statement for the 2013 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”. Such information is incorporated herein by reference.

80

PART IV

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 40 to 77. The report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, dated February 26, 2013, is set forth on page 39 of this Form 10-K.

(2) Financial Statement Schedule:

See (c) below.

(3) Exhibits:

Exhibit Number	Description of Document
3.1	Second Amended and Restated Certificate of Incorporation of Waters Corporation.(1)
3.2	Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of May 12, 1999.(4)
3.3	Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of July 27, 2000.(7)
3.4	Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Waters Corporation, dated as of May 25, 2001.(9)
3.5	Amended and Restated Bylaws of Waters Corporation, dated as of May 11, 2010.(22)
10.1	Waters Corporation Second Amended and Restated 1996 Long-Term Performance Incentive Plan.(6)(*)
10.2	Waters Corporation 1996 Employee Stock Purchase Plan.(2)(*)
10.3	Amended and Restated Waters Corporation 1996 Non-Employee Director Deferred Compensation Plan, Effective January 1, 2008.(19)(*)
10.4	Waters Corporation Amended and Restated 1996 Non-Employee Director Stock Option Plan.(6)(*)
10.5	Waters Corporation Retirement Plan.(3)(*)
10.6	First Amendment to the Waters Corporation 2003 Equity Incentive Plan.(12)(*)
10.7	Form of Director Stock Option Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(13)(*)
10.8	Form of Director Restricted Stock Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(13)(*)
10.9	Form of Executive Officer Stock Option Agreement under the Waters Corporation 2003 Equity Incentive Plan, as amended.(13)(*)
10.10	Five Year Credit Agreement, dated as of July 28, 2011, among Waters Corporation, JPMorgan Chase Bank, N.A., JP Morgan Europe Limited and other Lenders party thereto.(24)
10.11	First Amendment to the Waters Corporation Second Amended and Restated 1996 Long-Term Performance Incentive Plan.(10)(*)

81

Exhibit Number	Description of Document
10.12	Form of Amendment to Stock Option Agreement under the Waters Corporation Second Amended and Restated 1996 Long-Term Performance Incentive Plan.(14)(*)
10.13	Waters Corporation 2003 Equity Incentive Plan.(11)(*)
10.14	Form of Executive Officer Stock Option Agreement under the Waters Corporation Second Amended and Restated 1996 Long-Term Performance Incentive Plan.(14)(*)
10.15	2008 Waters Corporation Management Incentive Plan.(19)(*)
10.16	Second Amendment to the Waters Corporation 2003 Equity Incentive Plan.(15)(*)
10.17	December 1999 Amendment to the Waters Corporation 1996 Employee Stock Purchase Plan.(5)(*)
10.18	March 2000 Amendment to the Waters Corporation 1996 Employee Stock Purchase Plan.(5)(*)
10.19	June 1999 Amendment to the Waters Corporation 1996 Employee Stock Purchase Plan.(8)(*)
10.20	July 2000 Amendment to the Waters Corporation 1996 Employee Stock Purchase Plan.(8)(*)
10.21	Second Amendment to the Waters Corporation Second Amended and Restated 1996 Long-Term Performance Incentive Plan.(16)(*)
10.22	Third Amendment to the Waters Corporation 2003 Equity Incentive Plan.(16)(*)
10.23	Amended and Restated Waters Retirement Restoration Plan, effective January 1, 2008.(19)(*)
10.24	Amended and Restated Waters 401(k) Restoration Plan, effective January 1, 2008.(17)(*)
10.25	Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Mark T. Beaudouin.(18)(*)
10.26	Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Douglas A. Berthiaume.(18)(*)
10.27	Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Arthur G. Caputo.(18)(*)
10.28	Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and William J. Curry.(18)(*)
10.29	Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and John Ornell.(18)(*)
10.30	Change of Control/Severance Agreement, dated as of February 27, 2008, between Waters Corporation and Elizabeth B. Rae.(18)(*)
10.31	Waters Corporation 2009 Employee Stock Purchase Plan (20)(*)
10.32	Note Purchase Agreement, dated as of February 1, 2010, between Waters Corporation and the purchases named therein.(21)
10.33	First Amendment to the Note Purchase Agreement, dated as of February 1, 2010.(23)
10.34	Note Purchase Agreement, dated March 15, 2011, between Waters Corporation and the purchases named therein.(23)
10.35	Incremental Commitment Agreement, dated as of August 9, 2012, among Waters Corporation, JPMorgan Chase Bank, N.A., and other Lenders party thereto.(26)
10.36	Waters Corporation 2012 Equity Incentive Plan.(25)(*)

82

Exhibit Number	Description of Document
10.37	Form of Waters 2012 Stock Option Agreement—Executive Officers.(27)(*)
10.38	Form of Waters 2012 Stock Option Agreement—Directors.(27)(*)
10.39	Form of Waters 2012 Restricted Stock Agreement—Directors.(27)(*)
21.1	Subsidiaries of Waters Corporation.
23.1	Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
31.1	Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(**)
32.2	Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(**)
101	The following materials from Waters Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012, 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) Condensed 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 Exhibit B of the Registrant’s 1996 Proxy Statement (File No. 001-14010).

  (3) Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-96934).

  (4) Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 11, 1999 (File No. 001-14010).

  (5) Incorporated by reference to the Registrant’s Report on Form 10-K dated March 30, 2000 (File No. 001-14010).

  (6) Incorporated by reference to the Registrant’s Report on Form 10-Q dated May 8, 2000 (File No. 001-14010).

  (7) Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 8, 2000 (File No. 001-14010).

  (8) Incorporated by reference to the Registrant’s Report on Form 10-K dated March 27, 2001 (File No. 001-14010).

  (9) Incorporated by reference to the Registrant’s Report on Form 10-K dated March 28, 2002 (File No. 001-14010).

(10) Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 12, 2002 (File No. 001-14010).

(11) Incorporated by reference to the Registrant’s Report on Form S-8 dated November 20, 2003 (File No. 333-110613).

(12) Incorporated by reference to the Registrant’s Report on Form 10-K dated March 12, 2004 (File No. 001-14010).

83

(13) Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 10, 2004 (File No. 001-14010).

(14) Incorporated by reference to the Registrant’s Report on Form 10-K dated March 15, 2005 (File No. 001-14010).

(15) Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 5, 2005 (File No. 001-14010).

(16) Incorporated by reference to the Registrant’s Report on Form 10-K dated March 1, 2007 (File No. 001-14010).

(17) Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 2, 2007 (File No. 001-14010).

(18) Incorporated by reference to the Registrant’s Report on Form 10-K dated February 29, 2008 (File No. 001-14010).

(19) Incorporated by reference to the Registrant’s Report on Form 10-K dated February 27, 2009 (File No. 001-14010).

(20) Incorporated by reference to the Registrant’s Report on Form S-8 dated July 10, 2009 (File No. 333-160507).

(21) Incorporated by reference to the Registrant’s Report on Form 10-K dated February 26, 2010 (File No. 001-14010).

(22) Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 6, 2010 (File No. 001-14010).

(23) Incorporated by reference to the Registrant’s Report on Form 10-Q dated May 6, 2011 (File No. 001-14010).

(24) Incorporated by reference to the Registrant’s Report on Form 10-Q dated August 5, 2011 (File No. 001-14010).

(25) Incorporated by reference to the Registrant’s Report on Form S-8 dated September 5, 2012 (File No. 333-183721).

(26) Incorporated by reference to the Registrant’s Report on Form 10-Q dated November 2, 2012 (File No. 001-14010).

(27) Incorporated by reference to the Registrant’s Report on Form 8-K dated December 11, 2012 (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:

84

WATERS CORPORATION AND SUBSIDIARIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

For each of the three years in the period ended December 31, 2012

	Balance at Beginning of Period		Charged to Provision for Income Taxes*			Amounts Recorded in Additional Paid- In Capital**			Balance at End of Period
Valuation allowance for deferred tax assets:
2012	$	10,248	$	80,974		$	2,354		$	93,576
2011	$	10,361	$	63		$	(176	)	$	10,248
2010	$	83,683	$	(47,449	)	$	(25,873	)	$	10,361

* 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.

** During the year ended December 31, 2012, the Company recorded amounts associated with the tax benefit related to stock option plans in additional paid-in capital. During the years ended December 31, 2011 and 2010, the Company released valuation allowances on a portion of the deferred tax assets created by the tax benefit related to stock option plans that had been previously established in additional paid-in capital.

85

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/    WILLIAM J. CURRY        

William J. Curry

Vice President, Corporate Controller

and Principal Accounting Officer

(duly authorized and chief accounting officer)

Date: February 26, 2013

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, 2013.

/S/    DOUGLAS A. BERTHIAUME         Douglas A. Berthiaume	Chairman of the Board of Directors, President and Chief Executive Officer (principal executive officer)
/S/    JOHN ORNELL         John Ornell	Vice President, Finance and Administration and Chief Financial Officer (principal financial officer)
/S/    JOSHUA BEKENSTEIN         Joshua Bekenstein	Director
/S/    DR. MICHAEL J. BERENDT         Dr. Michael J. Berendt	Director
/S/    EDWARD CONARD         Edward Conard	Director
/S/    DR. LAURIE H. GLIMCHER         Dr. Laurie H. Glimcher	Director
/S/    CHRISTOPHER A. KUEBLER         Christopher A. Kuebler	Director
/S/    WILLIAM J. MILLER         William J. Miller	Director
/S/    JOANN A. REED         JoAnn A. Reed	Director
/S/    THOMAS P. SALICE         Thomas P. Salice	Director

86

EX-21.1

Exhibit 21.1

Waters Corporation and Subsidiaries

12/31/2012

Waters Corporation (Delaware)

Waters Technologies Corporation (Delaware)

Waters Australia PTY LTD. (Australia)

Waters A/S (Denmark)

Waters AG (Switzerland)

Waters NV (Belgium)

Waters Cromatografia SA (Spain)

Waters SA de CV (Mexico)

Waters Technologies do Brasil Ltda (Brazil)

Waters Ges.MBH (Austria)

Waters Kft (Hungary)

Waters Sp.Zo.o (Poland)

Waters OOO (Russia)

Waters SAS (France)

Waters SpA (Italy)

Waters Sverige AB (Sweden)

Waters Limited (Canada)

TA Instruments-Waters LLC (Delaware)

Environmental Resource Assoc., Inc. (Colorado)

Waters India Pvt. Ltd. (India)

Esbee Wire Pvt. Ltd. (India)

Waters Asia Limited (Delaware)

Waters Korea Limited (Korea)

Waters China Ltd. (Hong Kong)

Waters Technologies (Shanghai) Ltd

Waters Pacific Pte Ltd

Nihon Waters Limited (Delaware)

Nihon Waters K.K. (Japan)

TA Instruments Japan, Inc. (Japan)

Waters Finance V LLC

Microsep Proprietary Ltd (So. Africa) (24.5%)

MM European Holdings LLP

Milford International Limited

Manchester International Limited

Waters Realty Holdings Limited

Melbourne International Limited

Waters Finance III LLC

Waters Tech. Holdings Ltd (Ireland)

Waters Celtic Holdings Ltd (Ireland)

Waters Technologies Ireland Ltd

Waters Chromatography Ireland Ltd

Waters GmbH (Germany)

Waters Srl (Romania)

Waters (TC) Israel Limited

Waters Luxembourg SARL

Subsidiaries of Waters Luxembourg SARL

Micromass Holdings Ltd.

Waters Chromatography BV (Netherlands)

Waters Chromatography Europe BV (Netherlands)

Codigindice- Unapessol Lda (Portugal)

Micromass Ltd. (UK)

Waters Ltd. (UK)

Phase Sep Limited (UK)

Phase Sep Eurl (France)

Thar Instruments Limited

Micromass UK Ltd. (UK)

TA Instruments Ltd. (UK)

PRA Europe Limited (UK)

* All subsidiaries are 100% owned unless otherwise indicated.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (No. 333-134492) and S-8 (Nos. 333-183721, 333-160507, 333-137990, 333-110613, 333-92332, 333-60054, 333-81723, 333-18371) of Waters Corporation of our report dated February 26, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 26, 2013

EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas A. Berthiaume, certify that:

1. I have reviewed this annual report on Form 10-K of Waters Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2013

/s/ Douglas A. Berthiaume                

Douglas A. Berthiaume

Chief Executive Officer

EX-31.2

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, John Ornell, certify that:

1. I have reviewed this annual report on Form 10-K of Waters Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2013

/s/ John Ornell                

John Ornell

Chief Financial Officer

EX-32.1

Exhibit 32.1

CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO 18 U.S.C.

SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is hereby made solely for the purpose of satisfying the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 and may not be relied upon or used for any other purposes.

In connection with the Annual Report of Waters Corporation (the “Company”) on Form 10-K for the period ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas A. Berthiaume, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

By: /s/ Douglas A. Berthiaume            

Douglas A. Berthiaume

Chief Executive Officer

Date: February 26, 2013

EX-32.2

Exhibit 32.2

CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C.

SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is hereby made solely for the purpose of satisfying the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 and may not be relied upon or used for any other purposes.

In connection with the Annual Report of Waters Corporation (the “Company”) on Form 10-K for the period ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Ornell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

By: /s/ John Ornell                

John Ornell

Chief Financial Officer

Date: February 26, 2013

XML

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2012

Stock-Based Compensation [Abstract]

Schedule of Stock-Based Compensation Expense

The consolidated statements of operations for the years endedDecember 31, 2012, 2011 and 2010 include the following stock-based compensation expense related to stock option awards, restricted stock, restricted stock unit awards and the employee stock purchase plan (in thousands):

		2012		2011		2010
Cost of sales		$	2,694	$	2,566	$	2,483
Selling and administrative expenses			22,679		21,891		19,197
Research and development expenses			3,810		3,122		3,172
	Total stock-based compensation	$	29,183	$	27,579	$	24,852

Relevant Data Used to Determine the Value of Stock Options Granted During the Period

The relevant data used to determine the value of the stock options granted during 2012, 2011 and 2010 are as follows:

Options Issued and Significant Assumptions Used to Estimate Option Fair Values	2012	2011	2010
Options issued in thousands	699	658	667
Risk-free interest rate	1.0%	1.1%	2.0%
Expected life in years	6	6	6
Expected volatility	0.265	0.376	0.271
Expected dividends	-	-	-

Weighted-Average Exercise Price and Fair Value of Options on the Date of Grant	2012		2011		2010
Exercise price	$	86.55	$	79.10	$	78.21
Fair value	$	23.97	$	29.67	$	23.97

Stock Options Outstanding Roll Forward

The following table summarizes stock option activity for the plans for the year endedDecember 31, 2012(in thousands, except per share data):

		Number of Shares	Exercise Price per Share					Weighted-Average Exercise Price
Outstanding at December 31, 2011		4,809	$	21.39	to	$	79.15	$	56.71
	Granted	699	$	75.94	to	$	87.06	$	86.55
	Exercised	(630)	$	21.39	to	$	79.05	$	38.40
	Canceled	(69)	$	41.20	to	$	77.94	$	64.10
Outstanding at December 31, 2012		4,809	$	23.19	to	$	87.06	$	63.34

Stock Options Outstanding by Exercise Price Range

The following table details the weighted-average remaining contractual life of options outstanding at December 31, 2012 by range of exercise prices (in thousands, except per share data):

								Remaining
					Number		Weighted-	Contractual	Number		Weighted-
					of Shares		Average	Life of Options	of Shares		Average
Exercise Price Range					Outstanding		Exercise Price	Outstanding	Exercisable		Exercise Price
$	23.19	to	$	48.99	1,592	$	41.06	2.9	1,479	$	41.07
$	49.00	to	$	78.99	1,325	$	63.59	5.7	1,028	$	63.77
$	79.00	to	$	87.06	1,892	$	81.91	9.1	361	$	79.15
		Total			4,809	$	63.34	6.1	2,868	$	54.00

Restricted Stock Units Unvested Roll Forward

The following table summarizes the unvested restricted stock unit award activity for the year endedDecember 31, 2012 (in thousands, except for per share amounts):

		Shares	Weighted-Average Price
Unvested at December 31, 2011		654	$	57.94
	Granted	161	$	87.81
	Vested	(225)	$	55.21
	Forfeited	(16)	$	61.83
Unvested at December 31, 2012		574	$	67.28

XML

Litigation (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2012
Litigation [Abstract]
Litigation provisions (Note 9)	$ 4,434	$ 3,000	$ 7,434

XML

Acquisitions (Details) (USD $)
In Millions, unless otherwise specified

12 Months Ended

12 Months Ended

12 Months Ended

12 Months Ended

12 Months Ended

12 Months Ended

Dec. 31, 2012

Dec. 31, 2012

Anter [Member]

Jul. 18, 2011

Anter [Member]

Dec. 31, 2012

Anter [Member]

Customer Relationships [Member]

Dec. 31, 2012

Anter [Member]

Unpatented Technology [Member]

Dec. 31, 2012

Baehr [Member]

Jan. 30, 2012

Baehr [Member]

Jan. 30, 2012

Baehr [Member]

Customer Relationships [Member]

Jan. 30, 2012

Baehr [Member]

Unpatented Technology [Member]

Dec. 31, 2012

Israeli sales and service distributor [Member]

Mar. 01, 2012

Israeli sales and service distributor [Member]

Dec. 31, 2012

Israeli sales and service distributor [Member]

Customer Relationships [Member]

Mar. 01, 2012

Israeli sales and service distributor [Member]

Customer Relationships [Member]

Jul. 13, 2012

Blue Reference [Member]

Dec. 31, 2012

Blue Reference [Member]

Customer Relationships [Member]

Jul. 13, 2012

Blue Reference [Member]

Customer Relationships [Member]

Dec. 31, 2012

Blue Reference [Member]

Unpatented Technology [Member]

Jul. 13, 2012

Blue Reference [Member]

Unpatented Technology [Member]

Dec. 31, 2012

Acquisitions in 2012 [Member]

Business Acquisition [Line Items]

Cash acquired

$ 1,148

Accounts receivable acquired

319

Inventory acquired

2,887

Property, plant and equipment acquired

1,254

Other assets acquired

412

Goodwill acquired

18,460

6

7

4

8

Intangible assets acquired

15,966

4

1

4

2

1

8

Total assets acquired

40,446

Accrued expenses and other current liabilities acquired

2,896

Debt acquired

732

1

Deferred tax liability acquired

(4,654)

Cash paid for acquired entity

32,164

11

12

6

14

Weighted-average useful life of acquired intangible assets

9

6

10

10

10

5

7

Expected incremental annual sales from acquired entity

$ 13

Pro forma effect of business acquisition

The pro forma effect of the ongoing operations for Waters, Blue Reference, the Israeli sales and service distributor, Baehr and Anter as though these acquisitions had occurred at the beginning of the periods covered by this report is insignificant.

XML

Retirement Plans (Details 13) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Expected future benefit payments, year 1	$ 6,307
Expected future benefit payments, year 2	7,503
Expected future benefit payments, year 3	8,450
Expected future benefit payments, year 4	11,433
Expected future benefit payments, year 5	10,148
Expected future benefit payments, year 6-10	67,051
U. S. Pension Plans And U. S. Retiree Healthcare Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected future benefit payments, year 1	5,368
Expected future benefit payments, year 2	6,399
Expected future benefit payments, year 3	7,129
Expected future benefit payments, year 4	7,483
Expected future benefit payments, year 5	8,138
Expected future benefit payments, year 6-10	53,346
Non-U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Expected future benefit payments, year 1	939
Expected future benefit payments, year 2	1,104
Expected future benefit payments, year 3	1,321
Expected future benefit payments, year 4	3,950
Expected future benefit payments, year 5	2,010
Expected future benefit payments, year 6-10	$ 13,705

XML

Other Commitments and Contingencies (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Other Commitments and Contingencies [Abstract]
Rental expense	$ 30,000,000	$ 28,000,000	$ 27,000,000
Future minimum rents payable, year 1	23,243,000
Future minimum rents payable, year 2	18,135,000
Future minimum rents payable, year 3	11,456,000
Future minimum rents payable, year 4	7,259,000
Future minimum rents payable in five years and thereafter	$ 18,019,000
License fees paid, less than $1 million	less than $1 million	less than $1 million	less than $1 million
Future minimum license fees payable	Future minimum license fees payable under existing license agreements as of December 31, 2012 are immaterial for the years ended December 31, 2013 and thereafter.

XML

Inventories (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Inventory Items, Net Of Reserves Alternative [Abstract]
Raw materials	$ 73,280	$ 71,993
Work in progress	16,133	12,293
Finished goods	140,152	128,578
Total inventories	$ 229,565	$ 212,864

XML

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant and equipment consist of the following (in thousands):

		December 31,
		2012		2011
Land and land improvements		$	35,734	$	34,665
Buildings and leasehold improvements			196,554		174,582
Production and other equipment			317,285		288,274
Construction in progress			37,750		20,560
	Total property, plant and equipment		587,323		518,081
Less: accumulated depreciation and amortization			(314,044)		(280,986)
	Property, plant and equipment, net	$	273,279	$	237,095

XML

Schedule II - Valuation and Qualifying Accounts (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Valuation Allowance [Roll Forward]
Valuation allowance, beginning balance	$ 10,248	$ 10,361	$ 83,683
Valuation allowance charged to provision for income taxes	80,974	63	(47,449)
Valuation allowance amounts recorded in additional paid in capital	2,354	(176)	(25,873)
Valuation allowance, ending balance	$ 93,576	$ 10,248	$ 10,361

XML

Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 29, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Oct. 01, 2011	Jul. 02, 2011	Apr. 02, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Earnings Per Share Reconciliation [Abstract]
Net income	$ 175,944	$ 99,109	$ 97,724	$ 88,666	$ 137,147	$ 101,257	$ 100,075	$ 94,489	$ 461,443	$ 432,968	$ 381,763
Net income per basic common share	$ 2.03	$ 1.13	$ 1.11	$ 1.00	$ 1.54	$ 1.12	$ 1.09	$ 1.03	$ 5.25	$ 4.77	$ 4.13
Net income per diluted common share	$ 2.00	$ 1.12	$ 1.09	$ 0.98	$ 1.51	$ 1.10	$ 1.07	$ 1.01	$ 5.19	$ 4.69	$ 4.06
Weighted-average number of basic common shares	86,712,000	87,411,000	88,317,000	88,992,000	89,324,000	90,688,000	91,662,000	91,649,000	87,841,000	90,833,000	92,385,000
Effect of dilutive stock option, restricted stock and restricted stock unit securities									1,138,000	1,492,000	1,672,000
Weighted-average number of diluted common shares and equivalents	87,851,000	88,451,000	89,381,000	90,269,000	90,566,000	92,060,000	93,271,000	93,313,000	88,979,000	92,325,000	94,057,000
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share									2,000,000	1,300,000	2,500,000

XML

Business Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 29, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Oct. 01, 2011	Jul. 02, 2011	Apr. 02, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Entity-Wide Information [Line Items]
Product sales									$ 1,280,507	$ 1,322,136	$ 1,166,627
Service sales									563,134	529,048	476,744
Total net sales	521,766	449,952	451,465	420,458	521,420	454,534	447,627	427,603	1,843,641	1,851,184	1,643,371
Maximum percentage of net sales to an individual customer									3.00%	3.00%	3.00%
Long-lived assets	273,279				237,095				273,279	237,095
United States [Member]
Entity-Wide Information [Line Items]
Total net sales									531,912	530,606	499,535
Long-lived assets	173,932				180,750				173,932	180,750
Europe [Member]
Entity-Wide Information [Line Items]
Total net sales									549,341	574,770	494,638
Long-lived assets	89,389				46,082				89,389	46,082
China [Member]
Entity-Wide Information [Line Items]
Total net sales									212,701	175,409	147,389
Japan [Member]
Entity-Wide Information [Line Items]
Total net sales									207,340	211,893	187,581
Long-lived assets	964				1,228				964	1,228
Asia Other [Member]
Entity-Wide Information [Line Items]
Total net sales									215,612	222,082	205,679
Total Asia [Member]
Entity-Wide Information [Line Items]
Total net sales									635,653	609,384	540,649
Long-lived assets	7,503				7,702				7,503	7,702
Other Geographic Area [Member]
Entity-Wide Information [Line Items]
Total net sales									126,735	136,424	108,549
Long-lived assets	1,491				1,333				1,491	1,333
Waters instrument systems [Member]
Entity-Wide Information [Line Items]
Product sales									828,458	878,367	772,631
Chemistry [Member]
Entity-Wide Information [Line Items]
Product sales									294,787	292,506	264,368
TA instrument systems [Member]
Entity-Wide Information [Line Items]
Product sales									157,262	151,263	129,628
Waters service [Member]
Entity-Wide Information [Line Items]
Service sales									509,412	480,553	434,352
TA service [Member]
Entity-Wide Information [Line Items]
Service sales									$ 53,722	$ 48,495	$ 42,392

XML

Acquisitions (Policies)

12 Months Ended

Dec. 31, 2012

Acquisitions [Abstract]

Business Combinations Policy

The Company accounts for business acquisitions under the accounting standards for business combinations and the results of each acquisition have been included in the Company's consolidated results from the respective acquisition dates.

XML

Debt (Details) (USD $)																						12 Months Ended			12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Long Term Debt [Member]	Dec. 31, 2011 Long Term Debt [Member]	Dec. 31, 2012 Senior unsecured notes - Series A [Member]	Dec. 31, 2011 Senior unsecured notes - Series A [Member]	Feb. 01, 2010 Senior unsecured notes - Series A [Member]	Dec. 31, 2012 Senior unsecured notes - Series B [Member]	Dec. 31, 2011 Senior unsecured notes - Series B [Member]	Feb. 01, 2010 Senior unsecured notes - Series B [Member]	Dec. 31, 2012 Senior unsecured notes - Series C [Member]	Dec. 31, 2011 Senior unsecured notes - Series C [Member]	Mar. 15, 2011 Senior unsecured notes - Series C [Member]	Dec. 31, 2012 Senior unsecured notes - Series D [Member]	Dec. 31, 2011 Senior unsecured notes - Series D [Member]	Mar. 15, 2011 Senior unsecured notes - Series D [Member]	Dec. 31, 2012 Senior unsecured notes - Series E [Member]	Dec. 31, 2011 Senior unsecured notes - Series E [Member]	Mar. 15, 2011 Senior unsecured notes - Series E [Member]	Dec. 31, 2012 Lines of credit [Member]	Dec. 31, 2011 Lines of credit [Member]	Dec. 31, 2012 Unsecured debt [Member]	Dec. 31, 2011 Unsecured debt [Member]	Mar. 15, 2011 Unsecured debt [Member]	Dec. 31, 2012 Credit Agreement dated July 2011 [Member]	Dec. 31, 2011 Credit Agreement dated July 2011 [Member]	Dec. 31, 2012 Credit Agreement dated July 2011 [Member] Term loan facility [Member]	Dec. 31, 2011 Credit Agreement dated July 2011 [Member] Term loan facility [Member]	Jul. 28, 2011 Credit Agreement dated July 2011 [Member] Term loan facility [Member]	Dec. 31, 2012 Credit Agreement dated July 2011 [Member] Revolving facilities [Member]	Aug. 09, 2012 Credit Agreement dated July 2011 [Member] Revolving facilities [Member]	Dec. 31, 2011 Credit Agreement dated July 2011 [Member] Revolving facilities [Member]	Jul. 28, 2011 Credit Agreement dated July 2011 [Member] Revolving facilities [Member]
Debt [Line Items]
Face value of debt																								$ 200,000,000					$ 300,000,000	$ 900,000,000	$ 200,000,000		$ 700,000,000
Stated interest rate on debt instrument							3.75%			5.00%			2.50%			3.22%			3.97%
Interest rate terms on debt																									The interest rates applicable to the 2011 Credit Agreement are, at the Company’s option, equal to either the base rate (which is the highest of (i) the prime rate, (ii) the federal funds rate plus 1/2%, or (iii) the one month LIBOR rate plus 1%) or the applicable 1, 2, 3, 6, 9 or 12 month LIBOR rate, in each case, plus an interest rate margin based upon the Company’s leverage ratio, which can range between 0 to 20 basis points and between 85 basis points and 120 basis points, respectively.
Debt facility fee																									The facility fee on the 2011 Credit Agreement ranges between 15 basis points and 30 basis points.
Call feature on debt instrument																						The Company may prepay all or some of the senior unsecured notes at any time in an amount not less than 10% of the aggregate principal amount outstanding, plus the applicable make-whole amount. In the event of a change in control (as defined in the note purchase agreement) of the Company, the Company may be required to prepay the senior unsecured notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.
Debt covenant description																						These notes require that the Company comply with an interest coverage ratio test of not less than 3.50:1 and a leverage ratio test of not more than 3.50:1 for any period of four consecutive fiscal quarters, respectively.			The 2011 Credit Agreement requires that the Company comply with an interest coverage ratio test of not less than 3.50:1 and a leverage ratio test of not more than 3.25:1 for any period of four consecutive fiscal quarters, respectively.
Notes payable and debt	132,781,000	290,832,000																		7,781,000	10,832,000									125,000,000		280,000,000
Long-term debt	1,045,000,000	700,000,000			100,000,000	100,000,000		100,000,000	100,000,000		50,000,000	50,000,000		100,000,000	100,000,000		50,000,000	50,000,000				400,000,000	400,000,000		645,000,000		300,000,000	300,000,000		345,000,000
Total debt	1,177,781,000	990,832,000
Weighted-average interest rate			2.11%	2.33%																2.00%	2.00%
Unused borrowing capacity																									428,000,000	419,000,000
Line of credit maximum borrowing capacity	$ 107,000,000	$ 109,000,000

XML

Business Segment Information (Tables)

12 Months Ended

Dec. 31, 2012

Business Segment Information [Abstract]

Schedule of Entity-Wide Revenue from External Customers by Products and Services

Net sales for the Company's products and services are as follows for the years endedDecember 31, 2012, 2011 and 2010 (in thousands):

			2012		2011		2010
Product net sales:
	Waters instrument systems		$	828,458	$	878,367	$	772,631
	Chemistry			294,787		292,506		264,368
	TA instrument systems			157,262		151,263		129,628
		Total product sales		1,280,507		1,322,136		1,166,627
Service net sales:
	Waters service			509,412		480,553		434,352
	TA service			53,722		48,495		42,392
		Total service sales		563,134		529,048		476,744
Total net sales			$	1,843,641	$	1,851,184	$	1,643,371

Schedule of Entity-Wide Revenue from External Customers by Geographic Area

Geographic sales information is presented below for the years ended December 31, 2012, 2011 and 2010 (in thousands):

				2012		2011		2010
Net Sales:
	United States			$	531,912	$	530,606	$	499,535
	Europe				549,341		574,770		494,638
	Asia:
		China			212,701		175,409		147,389
		Japan			207,340		211,893		187,581
		Asia Other			215,612		222,082		205,679
			Total Asia		635,653		609,384		540,649
	Other				126,735		136,424		108,549
Total net sales				$	1,843,641	$	1,851,184	$	1,643,371

Schedule of Entity-Wide Long-Lived Assets by Geographic Area

Long-lived assets information at December 31, 2012 and 2011 is presented below (in thousands):

		2012		2011
Long-lived assets:
	United States	$	173,932	$	180,750
	Europe		89,389		46,082
	Japan		964		1,228
	Asia		7,503		7,702
	Other		1,491		1,333
Total long-lived assets		$	273,279	$	237,095

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Taxes [Abstract]

Components of Income Taxes

Income tax data for the years endedDecember 31, 2012, 2011 and 2010 is as follows (in thousands):

			Year Ended December 31,
			2012		2011		2010
The components of income from operations before income taxes are
	as follows:
	Domestic		$	116,071	$	102,998	$	60,470
	Foreign			371,554		406,254		377,393
		Total	$	487,625	$	509,252	$	437,863

			Year Ended December 31,
			2012		2011		2010
The current and deferred components of the provision for income
	taxes on operations are as follows:
	Current		$	78,401	$	82,108	$	71,137
	Deferred			(52,219)		(5,824)		(15,037)
		Total	$	26,182	$	76,284	$	56,100
The jurisdictional components of the provision for income taxes on
	operations are as follows:
	Federal		$	39,840	$	33,242	$	21,599
	State			5,599		5,661		3,491
	Foreign			(19,257)		37,381		31,010
		Total	$	26,182	$	76,284	$	56,100
The differences between income taxes computed at the United States
	statutory rate and the provision for income taxes are summarized
	as follows:
	Federal tax computed at U.S. statutory income tax rate		$	170,669	$	178,238	$	153,252
	State income tax, net of federal income tax benefit			3,639		3,679		2,269
	Net effect of foreign operations			(108,893)		(102,528)		(97,312)
	Recognition of deferred tax asset associated with a non-U.S.
		net operating loss		(36,410)		-		-
	Other, net			(2,823)		(3,105)		(2,109)
		Provision for income taxes	$	26,182	$	76,284	$	56,100

Components of Deferred Tax Assets and Liabilities

The tax effects of temporary differences and carryforwards which give rise to deferred tax assets and deferred tax (liabilities) are summarized as follows (in thousands):

				December 31,
				2012		2011
Deferred tax assets:
	Net operating losses and credits			$	119,405	$	18,242
	Depreciation				14,555		12,990
	Stock-based compensation				25,024		22,616
	Deferred compensation				29,666		27,442
	Revaluation of equity investments				3,919		4,941
	Inventory				3,658		3,226
	Accrued liabilities and reserves				36,711		30,371
	Other				19,038		11,349
		Total deferred tax assets			251,976		131,177
	Valuation allowance				(93,576)		(10,248)
		Deferred tax assets, net of valuation allowance			158,400		120,929
Deferred tax liabilities:
	Capitalized software				(15,726)		(13,263)
	Amortization				(3,980)		(9,818)
	Indefinite-lived intangibles				(18,252)		(17,665)
	Other				(4)		(171)
		Total deferred tax liabilities			(37,962)		(40,917)
			Net deferred tax assets	$	120,438	$	80,012

Unrecognized Tax Benefits Roll Forward

The following is a summary of the activity of the Company's unrecognized tax benefits for the years ended December 31, 2012, 2011 and 2010 (in thousands):

		2012		2011		2010
Balance at the beginning of the period		$	73,199	$	71,523	$	77,924
	Realization of uncertain U.S. tax benefits		(5,625)		-		-
	Realization of uncertain U.K. tax benefits		-		-		(9,996)
	Realization of uncertain pre-acquisition tax benefits		-		-		(1,500)
	Net (decrease) increase in other uncertain tax benefits		(3,184)		1,676		5,095
Balance at the end of the period		$	64,390	$	73,199	$	71,523

XML

Income Taxes (Details 2) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Components of Deferred Tax Assets and Liabilities [Line Items]
Net operating loss carryforwards and credits deferred tax assets	$ 119,405,000	$ 18,242,000
Depreciation deferred tax assets	14,555,000	12,990,000
Stock-based compensation deferred tax assets	25,024,000	22,616,000
Deferred compensation deferred tax assets	29,666,000	27,442,000
Revaluation of equity method investments deferred tax assets	3,919,000	4,941,000
Inventory deferred tax assets	3,658,000	3,226,000
Accrued liabilities and reserves deferred tax assets	36,711,000	30,371,000
Other deferred tax assets	19,038,000	11,349,000
Total deferred tax assets	251,976,000	131,177,000
Valuation allowance	(93,576,000)	(10,248,000)
Deferred tax assets, net of valuation allowance	158,400,000	120,929,000
Capitalized software deferred tax liabilities	(15,726,000)	(13,263,000)
Amortization deferred tax liabilities	(3,980,000)	(9,818,000)
Indefinite-lived intangibles deferred tax liabilities	(18,252,000)	(17,665,000)
Other deferred tax liabilities	(4,000)	(171,000)
Total deferred tax liabilities	(37,962,000)	(40,917,000)
Net deferred tax assets	120,438,000	80,012,000
Current net deferred tax assets	51,000,000	56,000,000
Noncurrent net deferred tax assets	69,000,000	24,000,000
Refinancing of inter-company debt [Member]
Components of Deferred Tax Assets and Liabilities [Line Items]
Net operating loss carryforwards and credits deferred tax assets	111,000,000
Valuation allowance	(75,000,000)
Net operating losses and credits [Member]
Components of Deferred Tax Assets and Liabilities [Line Items]
Deferred tax assets, net of valuation allowance	$ 35,000,000

XML

Retirement Plans (Details 10) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	$ 147,788		$ 108,727
Quoted Prices in Active Market for Identical Assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	108,114		91,795
Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	3,711		3,875
Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	35,963		13,057		10,795
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	106,572		91,610		93,187
U.S. Pension Plans | Quoted Prices in Active Market for Identical Assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	97,716		82,238
U.S. Pension Plans | Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	2,590		3,354
U.S. Pension Plans | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	6,266		6,018
U.S. Pension Plans | Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	93,061	[1]	78,631	[2]
U.S. Pension Plans | Mutual Funds [Member] | Large-Cap U S Companies [Member]
Defined Benefit Plan Disclosure [Line Items]
Components of plan asset categories	34.00%		38.00%
U.S. Pension Plans | Mutual Funds [Member] | International Growth Companies [Member]
Defined Benefit Plan Disclosure [Line Items]
Components of plan asset categories	27.00%		23.00%
U.S. Pension Plans | Mutual Funds [Member] | Fixed Income Bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Components of plan asset categories	39.00%		39.00%
U.S. Pension Plans | Mutual Funds [Member] | Quoted Prices in Active Market for Identical Assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	92,830	[1]	78,327	[2]
U.S. Pension Plans | Mutual Funds [Member] | Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	231	[1]	304
U.S. Pension Plans | Common Stocks [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	4,886	[3]	3,911	[3]
U.S. Pension Plans | Common Stocks [Member] | Quoted Prices in Active Market for Identical Assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	4,886	[3]	3,911	[3]
U.S. Pension Plans | Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	2,359	[4]	3,050	[4]
U.S. Pension Plans | Cash Equivalents [Member] | Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	2,359	[4]	3,050	[4]
U.S. Pension Plans | Hedge Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	6,266	[5]	6,018	[5]
U.S. Pension Plans | Hedge Funds [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	6,266	[5]	6,018	[5]	4,882
U.S. Retiree Healthcare Plan
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	5,357		4,319		3,808
U.S. Retiree Healthcare Plan | Quoted Prices in Active Market for Identical Assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	4,236		3,798
U.S. Retiree Healthcare Plan | Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	1,121		521
U.S. Retiree Healthcare Plan | Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	4,236	[6]	3,798	[7]
U.S. Retiree Healthcare Plan | Mutual Funds [Member] | Large-Cap U S Companies [Member]
Defined Benefit Plan Disclosure [Line Items]
Components of plan asset categories	63.00%		61.00%
U.S. Retiree Healthcare Plan | Mutual Funds [Member] | International Growth Companies [Member]
Defined Benefit Plan Disclosure [Line Items]
Components of plan asset categories	9.00%		9.00%
U.S. Retiree Healthcare Plan | Mutual Funds [Member] | Fixed Income Bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Components of plan asset categories	28.00%		30.00%
U.S. Retiree Healthcare Plan | Mutual Funds [Member] | Quoted Prices in Active Market for Identical Assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	4,236	[6]	3,798	[7]
U.S. Retiree Healthcare Plan | Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	1,121	[4]	521	[4]
U.S. Retiree Healthcare Plan | Cash Equivalents [Member] | Significant Other Observable Inputs (Level 2)
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	1,121	[4]	521	[4]
Non-U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	35,859	[8]	12,798	[8]	11,934	[8]
Non-U.S. Pension Plans | Quoted Prices in Active Market for Identical Assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	6,162		5,759
Non-U.S. Pension Plans | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	29,697		7,039
Non-U.S. Pension Plans | Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	6,162	[4]	5,759	[4]
Non-U.S. Pension Plans | Cash Equivalents [Member] | Quoted Prices in Active Market for Identical Assets (Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	6,162	[4]	5,759	[4]
Non-U.S. Pension Plans | Bank and Insurance Investment Contracts [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	29,697	[9]	7,039	[9]
Non-U.S. Pension Plans | Bank and Insurance Investment Contracts [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	$ 29,697	[9]	$ 7,039	[9]	$ 5,913

[1] The mutual fund balance in the U.S. Pension Plans are invested in the following categories: 34% in the common stock of large-cap U.S. companies, 27% in the common stock of international growth companies, and 39% in fixed income bonds issued by U.S. companies and by the U.S. government and its agencies.

[2] The mutual fund balance in the U.S. Pension Plans are invested in the following categories: 38% in the common stock of large-cap U.S. companies, 23% in the common stock of international growth companies, and 39% in fixed income bonds issued by U.S. companies and by the U.S. government and its agencies.

[3] Represents primarily amounts invested in common stock of technology, healthcare, financial, energy and consumer staples and discretionary U.S. companies.

[4] Primarily represents money market funds held with various financial institutions.

[5] Hedge fund invests in both short and long term U.S. common stocks. Management of the hedge funds has the ability to shift investments from value to growth strategies, from large to small capitalization stocks and from a net long position to a net short position.

[6] The mutual fund balance in the U.S. Retiree Healthcare Plan is invested in the following categories: 63% in the common stock of large-cap U.S. companies, 9% in the common stock of international growth companies and 28% in fixed income bonds of U.S. companies and U.S. government.

[7] The mutual fund balance in the U.S. Retiree Healthcare Plan is invested in the following categories: 61% in the common stock of large-cap U.S. companies, 9% in the common stock of international growth companies and 30% in fixed income bonds of U.S. companies and U.S. government.

[8] Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

[9] Amount represents bank and insurance guaranteed investment contracts.

XML

Retirement Plans (Details 4) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets	$ 147,788		$ 108,727
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation	(145,047)		(136,256)		(118,459)
Fair value of defined benefit plan assets	106,572		91,610		93,187
Funded status of defined benefit plan	(38,475)		(44,646)
U.S. Retiree Healthcare Plan
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation	(10,788)		(9,146)		(7,724)
Fair value of defined benefit plan assets	5,357		4,319		3,808
Funded status of defined benefit plan	(5,431)		(4,827)
Non-U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation	(64,857)	[1]	(29,195)	[1]	(29,504)	[1]
Fair value of defined benefit plan assets	35,859	[1]	12,798	[1]	11,934	[1]
Funded status of defined benefit plan	$ (28,998)	[1]	$ (16,397)	[1]

[1] Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

XML

Property, Plant and Equipment (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 587,323,000	$ 518,081,000
Accumulated depreciation and amortization of property, plant and equipment	(314,044,000)	(280,986,000)
Property, plant and equipment, net	273,279,000	237,095,000
Property, plant and equipment retirements and disposals	6,000,000	6,000,000	9,000,000
Land and land improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	35,734,000	34,665,000
Buildings and leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	196,554,000	174,582,000
Production and other equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	317,285,000	288,274,000
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 37,750,000	$ 20,560,000

XML

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

2  Basis of Presentation and Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, product returns and allowances, bad debts, inventory valuation, equity investments, goodwill and intangible assets, warranty and installation provisions, income taxes, contingencies, litigation, retirement plan obligations and stock-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts may differ from these estimates under different assumptions or conditions.

Risks and Uncertainties

The Company is subject to risks common to companies in the analytical instrument industry, including, but not limited to, global economic and financial market conditions, fluctuations in customer demand, development by its competitors of new technological innovations, levels of debt and debt service requirements, risk of disruption, fluctuations in foreign currency exchange rates, dependence on key personnel, protection and litigation of proprietary technology, shifts in taxable income between tax jurisdictions and compliance with regulations of the U.S. Food and Drug Administration and similar foreign regulatory authorities and agencies.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries, most of which are wholly owned. The Company consolidates entities in which it owns or controls fifty percent or more of the voting shares. All material inter-company balances and transactions have been eliminated.

Translation of Foreign Currencies

For most of the Company's foreign operations, assets and liabilities are translated into U.S. dollars at exchange rates prevailing on the balance sheet date, while revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are included in accumulated other comprehensive income in the consolidated balance sheets. The Company's net sales derived from operations outside the United States were 71% in 2012, 71% in 2011 and 70% in 2010. Gains and losses from foreign currency transactions are included in net income in the consolidated statements of operations and were not material for the years presented.

Seasonality of Business

The Company typically experiences an increase in sales in the fourth quarter, as a result of purchasing habits for capital goods of customers that tend to exhaust their spending budgets by calendar year end.

Cash, Cash Equivalents and Short-Term Investments

Cash equivalents represent highly liquid investments, with original maturities of 90 days or less, primarily in bank deposits, U.S. and U.K. treasury bill money market funds and commercial paper.Investments with longer maturities are classified as short-term investments, and are held primarily in U.S. treasury bills, Canadian government U.S. dollar-denominated treasury bills and commercial paper, bank deposits and investment-grade commercial paper.

Short-term investments are classified as available-for-sale in accordance with the accounting standards for investments in debt and equity securities. All available-for-sale securities are recorded at fair market value and any unrealized holding gains and losses, to the extent deemed temporary, are included in accumulated other comprehensive income in stockholders' equity, net of the related tax effects. If any adjustment to fair value reflects a decline in the value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is “other than temporary” and marks the investment to market through a charge to the statement of operations. The Company classifies its investments as short-term investments exclusive of those categorized as cash equivalents. At December 31, 2012 and 2011, the Company had short-term investments with a cost of $1,058 million and $897 million, respectively, which approximated market value.

The Company maintains balances in various operating accounts in excess of federally insured limits, and in foreign subsidiary accounts in currencies other than U.S. dollars.As of December 31, 2012 and 2011, $1,489 million out of $1,539 million and $1,200 million out of $1,281 million, respectively, of the Company's total cash, cash equivalents and short-term investments were held by foreign subsidiaries and may be subject to material tax effects on distribution to U.S. legal entities.

Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses in the existing accounts receivable. The allowance is based on a number of factors, including historical experience and the customer's credit-worthiness. The allowance for doubtful accounts is reviewed on at least a quarterly basis. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. Account balances are charged against the allowance when the Company feels it is probable that the receivable will not be recovered. The Company does not have any off-balance sheet credit exposure related to its customers.

The following is a summary of the activity of the Company's allowance for doubtful accounts and sales returns for the years ended December 31,2012, 2011 and 2010 (in thousands):

		Balance at						Balance at
		Beginning						End of
		of Period		Additions		Deductions		Period
Allowance for Doubtful Accounts and Sales
	Returns:
	2012	$	8,584	$	7,298	$	(7,642)	$	8,240
	2011	$	6,196	$	9,932	$	(7,544)	$	8,584
	2010	$	6,723	$	5,508	$	(6,035)	$	6,196

Concentration of Credit Risk

The Company sells its products and services to a significant number of large and small customers throughout the world, with net sales to the pharmaceutical industry of approximately 53% in 2012, 52% in 2011 and 52% in 2010. None of the Company's individual customers accounted for more than 3% of annual Company sales in 2012, 2011 or 2010. The Company performs continuing credit evaluations of its customers and generally does not require collateral, but in certain circumstances may require letters of credit or deposits. Historically, the Company has not experienced significant bad debt losses.

Inventory

The Company values all of its inventories at the lower of cost or market on a first-in, first-out basis (“FIFO”).

Income Taxes

Deferred income taxes are recognized for temporary differences between the financial statement and income tax basis of assets and liabilities using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Appropriate short-term and long-term liabilities have also been recorded to recognize uncertain tax return reporting positions.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense, while the costs of significant improvements are capitalized. Depreciation is provided using the straight-line method over the following estimated useful lives: buildings — fifteen to thirty years; building improvements — five to ten years; leasehold improvements — the shorter of the economic useful life or life of lease; and production and other equipment — three to ten years. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are eliminated from the consolidated balance sheets and related gains or losses are reflected in the consolidated statements of operations.There were no material gains or losses from retirement or sale of assets in 2012, 2011 and 2010.

Asset Impairments

The Company reviews its long-lived assets for impairment in accordance with the accounting standards for property, plant and equipment. Whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable, the Company evaluates the fair value of the asset, relying on a number of factors, including, but not limited to, operating results, business plans, economic projections and anticipated future cash flows. Any change in the carrying amount of an asset as a result of the Company's evaluation is separately identified in the consolidated statements of operations.

Goodwill and Other Intangible Assets

The Company tests for goodwill impairment using a fair-value approach at the reporting unit level annually, or earlier, if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Additionally, the Company performs an annual goodwill impairment assessment for its reporting units as of January 1 each year. The goodwill and other intangible assets accounting standards define a reporting unit as an operating segment, or one level below an operating segment, if discrete financial information is prepared and reviewed by management. For goodwill impairment review purposes, the Company has two reporting units, the Waters Division and TA Division. Goodwill is allocated to the reporting units at the time of acquisition. Under the impairment test, if a reporting unit's carrying amount exceeds its estimated fair value, goodwill impairment is recognized to the extent that the carrying amount of goodwill exceeds the implied fair value of the goodwill. The fair value of reporting units was estimated using a discounted cash flows technique, which includes certain management assumptions, such as estimated future cash flows, estimated growth rates and discount rates.

The Company's intangible assets include purchased technology; capitalized software development costs; costs associated with acquiring Company patents, trademarks and intellectual properties, such as licenses; debt issuance costs and acquired in-process research and development (“IPR&D”). Purchased intangibles are recorded at their fair market values as of the acquisition date and amortized over their estimated useful lives, ranging from one to fifteen years. Other intangibles are amortized over a period ranging from one to thirteen years. Debt issuance costs are amortized over the life of the related debt. Acquired IPR&D is amortized from the date of completion over its estimated useful life. In addition, acquired IPR&D will be tested for impairment until completion of the acquired programs.

Software Development Costs

The Company capitalizes internal and external software development costs for products offered for sale in accordance with the accounting standards for the costs of software to be sold, leased, or otherwise marketed. Capitalized costs are amortized to cost of sales over the period of economic benefit, which approximates a straight-line basis over the estimated useful lives of the related software products, generally three to five years.The Company capitalized $34 million and $29 million of direct expenses that were related to the development of software in 2012 and 2011, respectively. Net capitalized software included in intangible assets totaled $138 million and $115 million at December 31, 2012 and 2011, respectively, see Note 6, “Goodwill and Other Intangibles”.

The Company capitalizes internal software development costs for internal use in accordance with the accounting standards for goodwill and other intangible assets. Capitalized internal software development costs are amortized over the period of economic benefit which approximates a straight-line basis over ten years. Net capitalized internal software included in property, plant and equipment totaled $3 millionat both December 31, 2012 and 2011.

Investments

The Company accounts for its investments that represent less than twenty percent ownership, and for which the Company does not have significant influence, using the accounting standards for investments in debt and equity securities. Investments for which the Company does not have the ability to exercise significant influence, and for which there is not a readily determinable market value, are accounted for under the cost method of accounting. The Company periodically evaluates the carrying value of its investments accounted for under the cost method of accounting and carries them at the lower of cost or estimated net realizable value.For investments in which the Company owns or controls between twenty and forty-nine percent of the voting shares, or over which it exerts significant influence over operating and financial policies, the equity method of accounting is used.The Company's share of net income or losses of equity investments is included in the consolidated statements of operations and was not material in any period presented. All investments at December 31,2012 and 2011 are included in other assets and amounted to $3 million and $4million, respectively.

Fair Value Measurements

In accordance with the accounting standards for fair value measurements and disclosures, certain of the Company's assets and liabilities are measured at fair value on a recurring basis as of December 31, 2012and 2011. Fair values determined by Level 1 inputs utilize observable data, such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points for which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following table represents the Company's assets and liabilities measured at fair value on a recurring basis at December 31, 2012 (in thousands):

					Quoted Prices
					in Active		Significant
					Markets		Other		Significant
			Total at		for Identical		Observable		Unobservable
			December 31,		Assets		Inputs		Inputs
			2012		(Level 1)		(Level 2)		(Level 3)
Assets:
	Cash equivalents		$	146,232	$	-	$	146,232	$	-
	Short-term investments			1,057,990		-		1,057,990		-
	Waters 401(k) Restoration Plan assets			24,827		-		24,827		-
	Foreign currency exchange contract
		agreements		1,173		-		1,173		-
		Total	$	1,230,222	$	-	$	1,230,222	$	-
Liabilities:
	Foreign currency exchange contract
		agreements	$	693	$	-	$	693	$	-
		Total	$	693	$	-	$	693	$	-

The following table represents the Company's assets and liabilities measured at fair value on a recurring basis at December 31, 2011 (in thousands):

					Quoted Prices
					in Active		Significant
					Markets		Other		Significant
			Total at		for Identical		Observable		Unobservable
			December 31,		Assets		Inputs		Inputs
			2011		(Level 1)		(Level 2)		(Level 3)
Assets:
	Cash equivalents		$	142,966	$	-	$	142,966	$	-
	Short-term investments			897,361		-		897,361		-
	Waters 401(k) Restoration Plan assets			20,667		-		20,667		-
	Foreign currency exchange contract
		agreements		81		-		81		-
		Total	$	1,061,075	$	-	$	1,061,075	$	-
Liabilities:
	Foreign currency exchange contract
		agreements	$	1,317	$	-	$	1,317	$	-
		Total	$	1,317	$	-	$	1,317	$	-

The fair values of the Company's cash equivalents, short-term investments, 401(k) restoration plan assets and foreign currency exchange contracts are determined through market and observable sources and have been classified as Level 2. These assets and liabilities have been initially valued at the transaction price and subsequently valued, typically utilizing third-party pricing services. The pricing services use many inputs to determine value, including reportable trades, benchmark yields, credit spreads, broker/dealer quotes, current spot rates and other industry and economic events. The Company validates the prices provided by third-party pricing services by reviewing their pricing methods and obtaining market values from other pricing sources. After completing these validation procedures, the Company did not adjust or override any fair value measurements provided by third-party pricing services as of December 31,2012 and 2011.

Fair Value of Other Financial Instruments

The Company's cash, accounts receivable, accounts payable and variable interest rate debt are recorded at cost, which approximates fair value. The carrying value of the Company's fixed interest rate debt was $400 million at both December 31, 2012 and December 31, 2011.The fair value of the Company's fixed rate debt is estimated using discounted cash flow models, based on estimated current rates offered for similar debt under current market conditions for the Company.The fair value of the Company's fixed interest rate debt was $413 million and $410 million at December 31, 2012 and December 31, 2011, respectively.

Derivative Transactions

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 and interest rates.

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. If the derivative is designated as a fair-value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in earnings when the hedged item affects earnings; ineffective portions of changes in fair value are recognized in earnings. In addition, disclosures required for derivative instruments and hedging activities include the Company's objectives for using derivative instruments, the level of derivative activity the Company engages in, as well as how derivative instruments and related hedged items affect the Company's financial position and performance.

The Company currently uses derivative instruments to manage exposures to foreign currency risks. The Company's objectives for holding derivatives are to minimize foreign currency risk using the most effective methods to eliminate or reduce the impact of foreign currency exposures. The Company documents all relationships between hedging instruments and hedged items and links all derivatives designated as fairvalue, cash flow or net investment hedges to specific assets and liabilities on the consolidated balance sheets or to specific forecasted transactions. In addition, the Company considers the impact of its counterparties' credit risk on the fair value of the contracts as well as the ability of each party to execute under the contracts. The Company also assesses and documents, both at the hedges' inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows associated with the hedged items.

The Company enters into forward foreign exchange contracts, principally to hedge the impact of currency fluctuations on certain inter-company balances and short-term assets and liabilities. Principal hedged currencies include the Euro, Japanese Yen, British Pound and Singapore Dollar. 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 selling and administrative expenses in the consolidated statements of operations. At December 31, 2012, 2011 and 2010, the Company held forward foreign exchange contracts with notional amounts totaling $134 million, $161 million and $136 million, respectively.

The Company's foreign currency exchange contracts included in the consolidated balance sheets are classified as follows (in thousands):

	December 31, 2012		December 31, 2011
Other current assets	$	1,173	$	81
Other current liabilities	$	693	$	1,317

The following is a summary of the activity in the statements of operations related to the forward foreign exchange contracts (in thousands):

		Year Ended December 31,
		2012		2011		2010
Realized gains (losses) on closed contracts		$	4,186	$	(2,233)	$	(8,138)
Unrealized gains (losses) on open contracts			1,716		(1,035)		(39)
	Cumulative net pre-tax gains (losses)	$	5,902	$	(3,268)	$	(8,177)

Stockholders' Equity

In May 2012, the Company's Board of Directors authorized the Company to repurchase up to $750 million of its outstanding common stock over a two-year period.During 2012, 2011 and 2010, the Company repurchased 3.5million, 4.5 million and 4.4million shares at a cost of $290 million, $364 million and $292 million, respectively, under the May 2012authorization and previously announced programs.As of December 31, 2012, the Company repurchased an aggregate of 6.0 million shares of its common stock for an aggregate cost of $497 million under the February 2011 repurchase program, which is now expired.During 2012, the Company repurchased 1.3 million shares at a cost of $107 million under the May 2012 repurchase program, leaving $643 million authorized for future purchases. In addition, the Company repurchased $6 million, $6 million and $4 million of common stock during 2012, 2011 and 2010 related to the vesting of restricted stock units. The Company believes it has the resources to fund the common stock repurchases as well as to pursue acquisition opportunities in the future.

Revenue Recognition

Sales of products and services are generally recorded based on product shipment and performance of service, respectively. The Company's deferred revenue on the consolidated balance sheets consists of the obligation on instrument service contracts and customer payments received in advance,prior to shipment of the instrument. Revenue is recognized when all of the following revenue recognition criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the vendor's fee is fixed or determinable; collectibility is reasonably assured and, if applicable, upon acceptance when acceptance criteria with contractual cash holdback are specified. Shipping and handling costs are included in cost of sales, net of amounts invoiced to the customer per the order.

Product shipments, including those for demonstration or evaluation, and service contracts are not recorded as revenue until a valid purchase order or master agreement is received specifying fixed terms and prices. The Company generally recognizes product revenue when legal title has transferred and risk of loss passes to the customer. The Company structures its sales arrangements as shipping point or international equivalent and, accordingly, recognizes revenue upon shipment. In some cases, destination based shipping terms are included in sales arrangements, in which cases revenue is generally recognized when the products arrive at the customer site.

The Company's method of revenue recognition for certain products requiring installation is in accordance with the multiple-element revenue recognition accounting standards. With respect to the installation obligations, the larger of the contractual cash holdback or the best estimate of selling price of the installation service is deferred when the product is shipped and revenue is recognized as a multiple-element arrangement when installation is complete. The Company determines the best estimate of selling price of installation based upon a number of factors, including hourly service billing rates, estimated installation hours and comparisons of amounts charged by third parties.

Instrument service contracts are typically billed at the beginning of the maintenance period. The amount of the service contract is amortized ratably to revenue over the instrument maintenance period. There are no deferred costs associated with the service contract as the cost of the service is recorded when the service is performed. No revenue is recognized until all revenue recognition criteria have been met.

Sales of software are accounted for in accordance with the accounting standards for software revenue recognition. The Company's software arrangements typically include software licenses and maintenance contracts. Software license revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, collection is probable, and there are no significant post-delivery obligations remaining.The revenue associated with the software maintenance contract is recognized ratably over the maintenance term.Unspecified rights to software upgrades are typically sold as part of the maintenance contract on a when-and-if-available basis. The Company uses the residual method to allocate software revenue when a transaction includes multiple elements and vendor specific objective evidence of the fair value of undelivered elements exists. Under the residual method, the fair value of the undelivered element (maintenance) is deferred and the remaining portion of the arrangement fee is allocated to the delivered element (software license) and recognized as revenue.

Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. Discounts from list prices are recorded as a reduction to sales.

Product Warranty Costs

The Company accrues estimated product warranty costs at the time of sale, which are included in cost of sales in the consolidated statements of operations. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component supplies, the Company's warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. The amount of the accrued warranty liability is based on historical information, such as past experience, product failure rates, number of units repaired and estimated costs of material and labor. The liability is reviewed for reasonableness at least quarterly.

The following is a summary of the activity of the Company's accrued warranty liability for the years ended December 31, 2012, 2011 and 2010 (in thousands):

		Balance at						Balance at
		Beginning		Accruals for		Settlements		End of
		of Period		Warranties		Made		Period
Accrued warranty liability:
	2012	$	13,258	$	7,212	$	(8,117)	$	12,353
	2011	$	11,272	$	10,175	$	(8,189)	$	13,258
	2010	$	10,109	$	7,618	$	(6,455)	$	11,272

Advertising Costs

All advertising costs are expensed as incurred and are included in selling and administrative expenses in the consolidated statements of operations. Advertising expenses for 2012, 2011 and 2010were $13 million, $11 million and $10 million, respectively.

Research and Development Expenses

Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries and benefits, facilities costs, overhead costs, contract services and other outside costs. Research and development expenses are expensed as incurred.

Stock-Based Compensation

The Company has two stock-based compensation plans, which are described in Note 11, “Stock-Based Compensation”.

Earnings Per Share

In accordance with the earnings per share accounting standards, the Company presents two earnings per share (“EPS”) amounts. Income per basic common share is based on income available to common shareholders and the weighted-average number of common shares outstanding during the periods presented. Income per diluted common share includes additional dilution from potential common stock, such as stock issuable pursuant to the exercise of stock options outstanding.

Comprehensive Income

The Company accounts for comprehensive income in accordance with the accounting standards for comprehensive income, which establish the accounting rules for reporting and displaying comprehensive income. These standards require that all components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements.

Subsequent Events

The Company did not have any material subsequent events.

Recently Adopted Accounting Standards

In June 2011, a new accounting standard was issued relating to the presentation of comprehensive income. The adoption of this standard did not have a material effect on the Company's financial position, results of operations or cash flows.

In September 2011, amended accounting guidance was issued for goodwill in order to simplify how companies test goodwill for impairment. The adoption of this standard did not have a material effect on the Company's financial position, results of operations or cash flows.

Recently Issued Accounting Standards

In July 2012, amended accounting guidance was issued for indefinite-lived intangible assets other than goodwill in order to simplify how companies test indefinite-lived intangible assets for impairment. This guidance is effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this standard is not expected to have a material effect on the Company's financial position, results of operations or cash flows.

XML

Retirement Plans (Details 5) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Long-term portion of retirement benefits	$ (101,225)		$ (92,970)
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Current defined benefit plan liabilities	(140)		(149)
Long-term portion of retirement benefits	(38,335)		(44,497)
Net amount of defined benefit plan recognized in balance sheet	(38,475)		(44,646)
U.S. Retiree Healthcare Plan
Defined Benefit Plan Disclosure [Line Items]
Current defined benefit plan liabilities	(283)
Long-term portion of retirement benefits	(5,148)		(4,827)
Net amount of defined benefit plan recognized in balance sheet	(5,431)		(4,827)
Non-U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Long-term defined benefit plan assets	1,407	[1]	1,817	[1]
Current defined benefit plan liabilities	(175)	[1]	(108)	[1]
Long-term portion of retirement benefits	(30,230)	[1]	(18,106)	[1]
Net amount of defined benefit plan recognized in balance sheet	$ (28,998)	[1]	$ (16,397)	[1]

[1] Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

XML

Unaudited Quarterly Results (Tables)

12 Months Ended

Dec. 31, 2012

Unaudited Quarterly Results [Abstract]

Schedule of Unaudited Quarterly Results

The Company's unaudited quarterly results are summarized below (in thousands, except per share data):

			First		Second		Third		Fourth
2012			Quarter		Quarter		Quarter		Quarter		Total
Net sales			$	420,458	$	451,465	$	449,952	$	521,766	$	1,843,641
Cost of sales				167,290		179,259		182,702		208,363		737,614
	Gross profit			253,168		272,206		267,250		313,403		1,106,027
Selling and administrative expenses				117,119		122,682		115,322		122,147		477,270
Research and development expenses				23,347		23,943		23,756		24,958		96,004
Purchased intangibles amortization				2,485		2,458		6,427		2,459		13,829
Litigation provisions				-		3,000		-		4,434		7,434
	Operating income			110,217		120,123		121,745		159,405		511,490
Interest expense				(6,491)		(6,878)		(7,107)		(7,597)		(28,073)
Interest income				769		1,031		1,184		1,224		4,208
	Income from operations before
		income taxes		104,495		114,276		115,822		153,032		487,625
Provision for income tax expense (benefit)				15,829		16,552		16,713		(22,912)		26,182
	Net income		$	88,666	$	97,724	$	99,109	$	175,944	$	461,443
Net income per basic common share				1.00		1.11		1.13		2.03		5.25
Weighted-average number of basic
	common shares			88,992		88,317		87,411		86,712		87,841
Net income per diluted common share				0.98		1.09		1.12		2.00		5.19
Weighted-average number of diluted
	common shares and equivalents			90,269		89,381		88,451		87,851		88,979

			First		Second		Third		Fourth
2011			Quarter		Quarter		Quarter		Quarter		Total
Net sales			$	427,603	$	447,627	$	454,534	$	521,420	$	1,851,184
Cost of sales				169,829		176,103		180,318		204,243		730,493
	Gross profit			257,774		271,524		274,216		317,177		1,120,691
Selling and administrative expenses				117,124		125,439		121,211		126,237		490,011
Research and development expenses				22,254		23,014		23,372		23,707		92,347
Purchased intangibles amortization				2,501		2,504		2,369		2,359		9,733
	Operating income			115,895		120,567		127,264		164,874		528,600
Interest expense				(4,083)		(5,052)		(6,159)		(6,677)		(21,971)
Interest income				713		813		613		484		2,623
	Income from operations before
		income taxes		112,525		116,328		121,718		158,681		509,252
Provision for income tax expense				18,036		16,253		20,461		21,534		76,284
	Net income		$	94,489	$	100,075	$	101,257	$	137,147	$	432,968
Net income per basic common share				1.03		1.09		1.12		1.54		4.77
Weighted-average number of basic
	common shares			91,649		91,662		90,688		89,324		90,833
Net income per diluted common share				1.01		1.07		1.10		1.51		4.69
Weighted-average number of diluted
	common shares and equivalents			93,313		93,271		92,060		90,566		92,325

XML

Retirement Plans (Policies)

12 Months Ended

Dec. 31, 2012

Retirement Plans [Abstract]

Pension and Other Postretirement Plans Policy

The net periodic pension cost is made up of several components that reflect different aspects of the Company's financial arrangements as well as the cost of benefits earned by employees. These components are determined using the projected unit credit actuarial cost method and are based on certain actuarial assumptions. The Company's accounting policy is to reflect in the projected benefit obligation all benefit changes to which the Company is committed as of the current valuation date; use a market-related value of assets to determine pension expense; amortize increases in prior service costs on a straight-line basis over the expected future service of active participants as of the date such costs are first recognized; and amortize cumulative actuarial gains and losses in excess of 10% of the larger of the market-related value of plan assets and the projected benefit obligation over the expected future service of active participants.

XML

Earnings Per Share (Policies)

12 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

Earnings Per Share Policy

Earnings Per Share

In accordance with the earnings per share accounting standards, the Company presents two earnings per share (“EPS”) amounts. Income per basic common share is based on income available to common shareholders and the weighted-average number of common shares outstanding during the periods presented. Income per diluted common share includes additional dilution from potential common stock, such as stock issuable pursuant to the exercise of stock options outstanding.

The effect of dilutive securities was calculated using the treasury stock method.

XML

Stock-Based Compensation (Details) (USD $)	12 Months Ended						12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Range $23.19 to $48.99 [Member]	Dec. 31, 2012 Range $49.00 to $78.99 [Member]	Dec. 31, 2012 Range $79.00 to $87.06 [Member]	Dec. 31, 2012 Stock Option [Member]	Dec. 31, 2011 Stock Option [Member]	Dec. 31, 2010 Stock Option [Member]	Dec. 31, 2012 Restricted Stock Plan [Member]	Dec. 31, 2011 Restricted Stock Plan [Member]	Dec. 31, 2010 Restricted Stock Plan [Member]	Dec. 31, 2012 Restricted Stock Unit Plan [Member]	Dec. 31, 2011 Restricted Stock Unit Plan [Member]	Dec. 31, 2010 Restricted Stock Unit Plan [Member]	Dec. 31, 2012 Cost of sales [Member]	Dec. 31, 2011 Cost of sales [Member]	Dec. 31, 2010 Cost of sales [Member]	Dec. 31, 2012 Selling and administrative expenses [Member]	Dec. 31, 2011 Selling and administrative expenses [Member]	Dec. 31, 2010 Selling and administrative expenses [Member]	Dec. 31, 2012 Research and development expenses [Member]	Dec. 31, 2011 Research and development expenses [Member]	Dec. 31, 2010 Research and development expenses [Member]	Dec. 31, 2012 Inventory [Member]	Dec. 31, 2011 Inventory [Member]	Dec. 31, 2012 Capitalized software [Member]	Dec. 31, 2011 Capitalized software [Member]	May 12, 2009 Employee Stock Purchase Plan of 2009 [Member]
Additional Disclosures Related to Stock Options [Abstract]
Total intrinsic value of options exercised in the period	$ 31,000,000	$ 67,000,000	$ 45,000,000
Intrinsic value of options outstanding	114,000,000
Weighted-average remaining contractual term of options exercisable	4.3
Number of options outstanding which are vested and expected to vest	4,800,000
Aggregate intrinsic value of outstanding options which are vested and expect to vest	114,000,000
Weighted-average exercise price of outstanding options which are vested and expected to vest	$ 63.18
Weighted-average remaining contractual term of outstanding options which are vested and expected to vest	6.0
Employee Stock Purchase Plan Disclosures [Abstract]
Maximum contribution allowed under employee stock purchase plan as % of employee's earnings	15.00%
Total number of shares authorized for purchase under employee stock purchase plan																													900,000
Total number of shares purchased under employee stock purchase plan	1,100,000
Purchase price calculation for shares of stock under employee stock purchase plan	The purchase price for each share of stock is the lesser of 90% of the market price on the first day of the plan period or 100% of the market price on the last day of the plan period.
Compensation expense related to employee stock purchase plan	1,000,000	1,000,000
Compensation expense related to employee stock purchase plan, less than $1 million			less than $1 million
Plan period employee stock purchase plan, in months	3
Stock-Based Compensation Allocation of Recognized Period Expense [Line Items]
Allocated stock-based compensation expense	29,183,000	27,579,000	24,852,000													2,694,000	2,566,000	2,483,000	22,679,000	21,891,000	19,197,000	3,810,000	3,122,000	3,172,000
Stock-based compensation expense capitalized																											2,000,000	3,000,000
Stock-based compensation expense capitalized, less than $1 million																									less than $1 million	less than $1 million
Stock-Based Compensation by Award [Line Items]
Number of shares available for grant	5,600,000
Expiration period for stock options							Options generally will expire no later than ten years after the date on which they are granted and will become exercisable as directed by the Compensation Committee of the Board of Directors and generally vest in equal annual installments over a five-year period.
Award vesting period							Options generally will expire no later than ten years after the date on which they are granted and will become exercisable as directed by the Compensation Committee of the Board of Directors and generally vest in equal annual installments over a five-year period.			The restrictions on these shares lapse at the end of a three-year period.			Restricted stock units are generally issued annually in February and vest in equal annual installments over a five-year period.
Unvested shares at beginning of period													654,000
Shares granted										12,000	12,000	12,000	161,000
Shares vested													(225,000)
Shares forfeited													(16,000)
Unvested shares at end of period										36,000			574,000	654,000
Weighted-average grant date fair value of shares unvested at beginning of period													$ 57.94
Weighted-average grant date fair value of shares granted										$ 75.94	$ 78.10	$ 61.63	$ 87.81
Weighted-average grant date fair value of shares vested													$ 55.21
Weighted-average grant date fair value of shares forfeited													$ 61.83
Weighted-average grant date fair value of shares unvested at end of period													$ 67.28	$ 57.94
Stock-based compensation costs										1,000,000	1,000,000	1,000,000	13,000,000	13,000,000	12,000,000
Unrecognized compensation costs on nonvested awards							45,000,000	45,000,000	38,000,000	1,000,000			24,000,000
Weighted-average period of recognition for unrecognized compensation costs on nonvested awards							3.7			1.6			3.1
Proceeds from stock plans	28,869,000	60,153,000	100,584,000				24,000,000	56,000,000	97,000,000
Stock Options by Exercise Price Range [Line Items]
Number of outstanding options	4,809,000			1,592,000	1,325,000	1,892,000
Weighted-average exercise price of outstanding options	$ 63.34			$ 41.06	$ 63.59	$ 81.91
Weighted-average remaining contractual life of options outstanding	6.1			2.9	5.7	9.1
Number of options exercisable	2,868,000	2,900,000	3,700,000	1,479,000	1,028,000	361,000
Weighted-average exercise price of exercisable options	$ 54.00	$ 47.95	$ 43.45	$ 41.07	$ 63.77	$ 79.15
Stock Option Fair Value Assumptions and Methodology [Abstract]
Stock option fair value assumptions, risk free interest rate	1.00%	1.10%	2.00%
Stock option fair value assumptions, expected life in years	6	6	6
Stock option fair value assumptions, expected volatility	26.50%	37.60%	27.10%
Stock option fair value assumptions, expected dividends	$ 0	$ 0	$ 0
Weighted-average grant date fair value of options granted	$ 23.97	$ 29.67	$ 23.97
Stock Options Outstanding Roll Forward [Abstract]
Options outstanding at beginning of period	4,809,000
Options granted	699,000	658,000	667,000
Options exercised	(630,000)	(1,381,000)	(1,933,000)
Options canceled	(69,000)
Options outstanding at end of period	4,809,000	4,809,000
Weighted-average exercise price of options outstanding at beginning of period	$ 56.71
Weighted-average exercise price of options granted	$ 86.55	$ 79.10	$ 78.21
Weighted-average exercise price of options exercised	$ 38.40
Weighted average exercise price of options canceled	$ 64.10
Weighted-average exercise price of options outstanding at end of period	$ 63.34	$ 56.71
Exercise price range of options outstanding at beginning of period, lower range limit	$ 21.39
Exercise price range of options outstanding at beginning of period, upper range limit	$ 79.15
Exercise price range of options granted, lower range limit	$ 75.94
Exercise price range of options granted, upper range limit	$ 87.06
Exercise price range of options exercised, lower range limit	$ 21.39
Exercise price range of options exercised, upper range limit	$ 79.05
Exercise price range of options canceled, lower range limit	$ 41.20
Exercise price range of options canceled, upper range limit	$ 77.94
Exercise price range of options outstanding at end of period, lower range limit	$ 23.19	$ 21.39
Exercise price range of options outstanding at end of period, upper range limit	$ 87.06	$ 79.15

XML

Schedule II - Valuation and Qualifying Accounts (Tables)

12 Months Ended

Dec. 31, 2012

Valuation and Qualifying Accounts

Valuation Allowance Roll Forward

WATERS CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For each of the three years in the period ended December 31, 2012
						Amounts
		Balance at		Charged to		Recorded in		Balance at
		Beginning		Provision for		Additional Paid-		End of
		of Period		Income Taxes*		In Capital**		Period
Valuation allowance for
	deferred tax assets:
	2012	$	10,248	$	80,974	$	2,354	$	93,576
	2011	$	10,361	$	63	$	(176)	$	10,248
	2010	$	83,683	$	(47,449)	$	(25,873)	$	10,361
*	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.
**	During the year ended December 31, 2012, the Company recorded amounts associated with the tax benefit related to stock option plans in additional paid-in capital. During the years ended December 31, 2011 and 2010, the Company released valuation allowances on a portion of the deferred tax assets created by the tax benefit related to stock option plans that had been previously established in additional paid-in capital.

XML

Business Segment Information (Policies)

12 Months Ended

Dec. 31, 2012

Business Segment Information [Abstract]

Segment Reporting Policy

The accounting standards for segment reporting establish standards for reporting information about operating segments in annual financial statements and require selected information for those segments to be presented in interim financial reports of public business enterprises. They also establish standards for related disclosures about products and services, geographic areas and major customers. The Company's business activities, for which discrete financial information is available, are regularly reviewed and evaluated by the chief operating decision makers. As a result of this evaluation, the Company determined that it has two operating segments: Waters Division and TA Division.

Waters Division is primarily in the business of designing, manufacturing, distributing and servicing LC and MS instruments, columns and other chemistry consumables that can be integrated and used along with other analytical instruments. TA Division is primarily in the business of designing, manufacturing, distributing and servicing thermal analysis, rheometry and calorimetry instruments. The Company's two divisions are its operating segments and each has similar economic characteristics; product processes; products and services; types and classes of customers; methods of distribution and regulatory environments. Because of these similarities, the two segments have been aggregated into one reporting segment for financial statement purposes.

XML

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2012

Allowance for Doubtful Accounts and Sales Returns Roll Forward [Abstract]

Allowance for Doubtful Accounts and Sales Returns Roll Forward

The following is a summary of the activity of the Company's allowance for doubtful accounts and sales returns for the years ended December 31,2012, 2011 and 2010 (in thousands):

		Balance at						Balance at
		Beginning						End of
		of Period		Additions		Deductions		Period
Allowance for Doubtful Accounts and Sales
	Returns:
	2012	$	8,584	$	7,298	$	(7,642)	$	8,240
	2011	$	6,196	$	9,932	$	(7,544)	$	8,584
	2010	$	6,723	$	5,508	$	(6,035)	$	6,196

Fair Value of Assets and Liabilities Measured on a Recurring Basis [Abstract]

Fair Value, Assets And Liabilities Measured On Recurring Basis

The following table represents the Company's assets and liabilities measured at fair value on a recurring basis at December 31, 2012 (in thousands):

					Quoted Prices
					in Active		Significant
					Markets		Other		Significant
			Total at		for Identical		Observable		Unobservable
			December 31,		Assets		Inputs		Inputs
			2012		(Level 1)		(Level 2)		(Level 3)
Assets:
	Cash equivalents		$	146,232	$	-	$	146,232	$	-
	Short-term investments			1,057,990		-		1,057,990		-
	Waters 401(k) Restoration Plan assets			24,827		-		24,827		-
	Foreign currency exchange contract
		agreements		1,173		-		1,173		-
		Total	$	1,230,222	$	-	$	1,230,222	$	-
Liabilities:
	Foreign currency exchange contract
		agreements	$	693	$	-	$	693	$	-
		Total	$	693	$	-	$	693	$	-

The following table represents the Company's assets and liabilities measured at fair value on a recurring basis at December 31, 2011 (in thousands):

					Quoted Prices
					in Active		Significant
					Markets		Other		Significant
			Total at		for Identical		Observable		Unobservable
			December 31,		Assets		Inputs		Inputs
			2011		(Level 1)		(Level 2)		(Level 3)
Assets:
	Cash equivalents		$	142,966	$	-	$	142,966	$	-
	Short-term investments			897,361		-		897,361		-
	Waters 401(k) Restoration Plan assets			20,667		-		20,667		-
	Foreign currency exchange contract
		agreements		81		-		81		-
		Total	$	1,061,075	$	-	$	1,061,075	$	-
Liabilities:
	Foreign currency exchange contract
		agreements	$	1,317	$	-	$	1,317	$	-
		Total	$	1,317	$	-	$	1,317	$	-

Summary of Derivative Instruments by Risk Exposure [Abstract]

Gains (Losses) on Forward Foreign Exchange Contracts

The following is a summary of the activity in the statements of operations related to the forward foreign exchange contracts (in thousands):

		Year Ended December 31,
		2012		2011		2010
Realized gains (losses) on closed contracts		$	4,186	$	(2,233)	$	(8,138)
Unrealized gains (losses) on open contracts			1,716		(1,035)		(39)
	Cumulative net pre-tax gains (losses)	$	5,902	$	(3,268)	$	(8,177)

Fair Value of Forward Foreign Exchange Contracts

The Company's foreign currency exchange contracts included in the consolidated balance sheets are classified as follows (in thousands):

	December 31, 2012		December 31, 2011
Other current assets	$	1,173	$	81
Other current liabilities	$	693	$	1,317

Warranty Accrual Roll Forward [Abstract]

Warranty Accrual Roll Forward

The following is a summary of the activity of the Company's accrued warranty liability for the years ended December 31, 2012, 2011 and 2010 (in thousands):

		Balance at						Balance at
		Beginning		Accruals for		Settlements		End of
		of Period		Warranties		Made		Period
Accrued warranty liability:
	2012	$	13,258	$	7,212	$	(8,117)	$	12,353
	2011	$	11,272	$	10,175	$	(8,189)	$	13,258
	2010	$	10,109	$	7,618	$	(6,455)	$	11,272

XML

Description of Business and Organization

12 Months Ended

Dec. 31, 2012

Description of Business and Organization [Abstract]

Description of Business and Organization

1Description of Business and Organization

Waters Corporation (“Waters®” or the “Company”) is an analytical instrument manufacturer that primarily designs, manufactures, sells and services, through its Waters Division, high performance liquid chromatography (“HPLC”), ultra performance liquid chromatography (“UPLC®” and together with HPLC, referred to as “LC”) and mass spectrometry (“MS”) technology systems and support products, including chromatography columns, other consumable products and comprehensive post-warranty service plans. These systems are complementary products that are frequently employed together (“LC-MS”) and sold as integrated instrument systems using a common software platform and are used along with other analytical instruments. LC is a standard technique and is utilized in a broad range of industries to detect, identify, monitor and measure the chemical, physical and biological composition of materials, and to purify a full range of compounds. MS instruments are used in drug discovery and development, including clinical trial testing, the analysis of proteins in disease processes (known as “proteomics”), nutritional safety analysis and environmental testing. LC-MS instruments combine a liquid phase sample introduction and separation system with mass spectrometric compound identification and quantification. Through its TA Division (“TA®”), the Company primarily designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments, which are used in predicting the suitability of fine chemicals, pharmaceuticals, water, polymers and viscous liquids for various industrial, consumer goods and healthcare products, as well as for life science research. The Company is also a developer and supplier of software-based products that interface with the Company's instruments and are typically purchased by customers as part of the instrument system.

XML

Inventories (Tables)

12 Months Ended

Dec. 31, 2012

Inventory Items, Net Of Reserves Alternative [Abstract]

Inventory, Net of Reserves

Inventories are classified as follows (in thousands):

		December 31,
		2012		2011
Raw materials		$	73,280	$	71,993
Work in progress			16,133		12,293
Finished goods			140,152		128,578
	Total inventories	$	229,565	$	212,864

XML

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2012

Earnings Per Share Reconciliation [Abstract]

Earnings Per Share Reconciliation

Basic and diluted EPS calculations are detailed as follows (in thousands, except per share data):

		Year Ended December 31, 2012
		Net Income		Weighted-Average Shares	Per Share
		(Numerator)		(Denominator)	Amount
Net income per basic common share		$	461,443	87,841	$	5.25
Effect of dilutive stock option, restricted
	stock and restricted stock unit securities			1,138
Net income per diluted common share		$	461,443	88,979	$	5.19

		Year Ended December 31, 2011
		Net Income		Weighted-Average Shares	Per Share
		(Numerator)		(Denominator)	Amount
Net income per basic common share		$	432,968	90,833	$	4.77
Effect of dilutive stock option, restricted
	stock and restricted stock unit securities			1,492
Net income per diluted common share		$	432,968	92,325	$	4.69

		Year Ended December 31, 2010
		Net Income		Weighted-Average Shares	Per Share
		(Numerator)		(Denominator)	Amount
Net income per basic common share		$	381,763	92,385	$	4.13
Effect of dilutive stock option, restricted
	stock and restricted stock unit securities			1,672
Net income per diluted common share		$	381,763	94,057	$	4.06

XML

Income Taxes (Details 3) (USD $)	12 Months Ended			3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 U S Tax Contingency [Member]	Dec. 31, 2012 U S Tax Contingency [Member]	Jul. 02, 2011 U K Tax Contingency [Member]	Dec. 31, 2011 U K Tax Contingency [Member]	Dec. 31, 2010 U K Tax Contingency [Member]	Dec. 31, 2010 Pre-Acquisition Tax Contingency [Member]
Income Tax Contingency [Line Items]
Unrecognized tax benefits, balance at the beginning of the period	$ 73,199,000	$ 71,523,000	$ 77,924,000
Decrease in unrecognized tax benefits resulting from settlements with taxing authorities				(5,625,000)	(5,625,000)			(9,996,000)
Decrease in unrecognized tax benefits resulting from prior period tax positions									(1,500,000)
Net (decrease) increase in other uncertain tax benefits	(3,184,000)	1,676,000	5,095,000
Unrecognized tax benefits, balance at the end of the period	64,390,000	73,199,000	71,523,000
Reversal of interest on unrecognized tax benefits						2,000,000	2,000,000
Net decrease in unrecognized tax benefits resulting from settlements with taxing authorities								8,000,000
Unrecognized tax benefits, current	39,000,000
Unrecognized tax benefits, noncurrent	25,000,000
Minimum estimate of significant change in unrecognized tax benefits within the next twelve months	5,000,000
Maximum estimate of significant change in unrecognized tax benefits within the next twelve months	$ 39,000,000

XML

Unaudited Quarterly Results (Details) (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 29, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Oct. 01, 2011	Jul. 02, 2011	Apr. 02, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Goodwill And Intangible Assets [Line Items]
Amortization of intangibles									$ 31,409,000	$ 29,856,000	$ 28,137,000
Unaudited Quarterly Results [Line items]
Net sales	521,766,000	449,952,000	451,465,000	420,458,000	521,420,000	454,534,000	447,627,000	427,603,000	1,843,641,000	1,851,184,000	1,643,371,000
Cost of sales	208,363,000	182,702,000	179,259,000	167,290,000	204,243,000	180,318,000	176,103,000	169,829,000	737,614,000	730,493,000	653,303,000
Gross profit	313,403,000	267,250,000	272,206,000	253,168,000	317,177,000	274,216,000	271,524,000	257,774,000	1,106,027,000	1,120,691,000	990,068,000
Selling and administrative expenses	122,147,000	115,322,000	122,682,000	117,119,000	126,237,000	121,211,000	125,439,000	117,124,000	477,270,000	490,011,000	445,456,000
Research and development expenses	24,958,000	23,756,000	23,943,000	23,347,000	23,707,000	23,372,000	23,014,000	22,254,000	96,004,000	92,347,000	84,274,000
Purchased intangibles amortization	2,459,000	6,427,000	2,458,000	2,485,000	2,359,000	2,369,000	2,504,000	2,501,000	13,829,000	9,733,000	10,406,000
Litigation provisions (Note 9)	4,434,000		3,000,000						7,434,000
Operating income	159,405,000	121,745,000	120,123,000	110,217,000	164,874,000	127,264,000	120,567,000	115,895,000	511,490,000	528,600,000	449,932,000
Interest expense	(7,597,000)	(7,107,000)	(6,878,000)	(6,491,000)	(6,677,000)	(6,159,000)	(5,052,000)	(4,083,000)	(28,073,000)	(21,971,000)	(13,924,000)
Interest income	1,224,000	1,184,000	1,031,000	769,000	484,000	613,000	813,000	713,000	4,208,000	2,623,000	1,855,000
Income from operations before income taxes	153,032,000	115,822,000	114,276,000	104,495,000	158,681,000	121,718,000	116,328,000	112,525,000	487,625,000	509,252,000	437,863,000
Provision for income taxes	(22,912,000)	16,713,000	16,552,000	15,829,000	21,534,000	20,461,000	16,253,000	18,036,000	26,182,000	76,284,000	56,100,000
Net income	175,944,000	99,109,000	97,724,000	88,666,000	137,147,000	101,257,000	100,075,000	94,489,000	461,443,000	432,968,000	381,763,000
Net income per basic common share	$ 2.03	$ 1.13	$ 1.11	$ 1.00	$ 1.54	$ 1.12	$ 1.09	$ 1.03	$ 5.25	$ 4.77	$ 4.13
Weighted-average number of basic common shares	86,712	87,411	88,317	88,992	89,324	90,688	91,662	91,649	87,841	90,833	92,385
Net income per diluted common share	$ 2.00	$ 1.12	$ 1.09	$ 0.98	$ 1.51	$ 1.10	$ 1.07	$ 1.01	$ 5.19	$ 4.69	$ 4.06
Weighted-average number of diluted common shares and equivalents	87,851	88,451	89,381	90,269	90,566	92,060	93,271	93,313	88,979	92,325	94,057
Recognition of deferred tax asset associated with non-U.S. net operating loss	(36,410,000)								(36,410,000)
U S Tax Contingency [Member]
Income Tax Contingency [Line Items]
Decrease in unrecognized tax benefits resulting from settlements with taxing authorities	(5,625,000)								(5,625,000)
U K Tax Contingency [Member]
Income Tax Contingency [Line Items]
Decrease in unrecognized tax benefits resulting from settlements with taxing authorities											(9,996,000)
Reversal of interest on unrecognized tax benefits							2,000,000			2,000,000
Trademarks [Member]
Goodwill And Intangible Assets [Line Items]
Amortization of intangibles		$ 4,000,000							$ 4,000,000

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 481,035	$ 383,990
Short-term investments	1,057,990	897,361
Accounts receivable, less allowances for doubtful accounts and sales returns of $8,240 and $8,584 at December 31, 2012 and December 31, 2011, respectively	404,556	367,085
Inventories	229,565	212,864
Other current assets	84,580	80,804
Total current assets	2,257,726	1,942,104
Property, plant and equipment, net	273,279	237,095
Intangible assets, net	220,145	191,992
Goodwill	316,834	297,071
Other assets	100,166	54,972
Total assets	3,168,150	2,723,234
Current liabilities:
Notes payable and debt	132,781	290,832
Accounts payable	54,724	55,317
Accrued employee compensation	31,910	49,949
Deferred revenue and customer advances	121,470	109,922
Accrued income taxes	60,888	9,449
Accrued warranty	12,353	13,258
Other current liabilities	90,116	73,136
Total current liabilities	504,242	601,863
Long-term liabilities:
Long-term debt	1,045,000	700,000
Long-term portion of retirement benefits	101,225	92,970
Long-term income tax liability	24,772	72,613
Other long-term liabilities	25,554	29,210
Total long-term liabilities	1,196,551	894,793
Total liabilities	1,700,793	1,496,656
Commitments and contingencies (Notes 7, 8, 9, 10 and 13)
Stockholders' equity:
Preferred stock, par value $0.01 per share, 5,000 shares authorized, none issued at December 31, 2012 and December 31, 2011	0	0
Common stock, par value $0.01 per share, 400,000 shares authorized, 153,696 and 152,757 shares issued, 86,390 and 88,996 shares outstanding at December 31, 2012 and December 31, 2011, respectively	1,537	1,528
Additional paid-in capital	1,155,504	1,089,959
Retained earnings	3,512,890	3,051,447
Treasury stock, at cost, 67,306 and 63,761 shares at December 31, 2012 and December 31, 2011, respectively	(3,176,179)	(2,880,301)
Accumulated other comprehensive loss	(26,395)	(36,055)
Total stockholders' equity	1,467,357	1,226,578
Total liabilities and stockholders' equity	$ 3,168,150	$ 2,723,234

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $) Share data in Millions, unless otherwise specified	12 Months Ended											19 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Programs authorized by Board of Directors [Member]	Dec. 31, 2011 Programs authorized by Board of Directors [Member]	Dec. 31, 2010 Programs authorized by Board of Directors [Member]	Dec. 31, 2012 Related to Vesting of Restricted Stock Units [Member]	Dec. 31, 2011 Related to Vesting of Restricted Stock Units [Member]	Dec. 31, 2010 Related to Vesting of Restricted Stock Units [Member]	Dec. 31, 2012 May 2012 Program [Member]	May 09, 2012 May 2012 Program [Member]	Aug. 31, 2012 February 2011 Program [Member]	Dec. 31, 2012 Buildings [Member]	Dec. 31, 2012 Building Improvements [Member]	Dec. 31, 2012 Production and other equipment [Member]	Dec. 31, 2012 Internal-Use Software [Member]	Dec. 31, 2012 Purchased intangibles [Member]	Dec. 31, 2012 Capitalized software [Member]	Dec. 31, 2012 Patents and other intangibles [Member]	Dec. 31, 2012 Unsecured debt [Member]	Dec. 31, 2011 Unsecured debt [Member]	Dec. 31, 2012 Held by foreign subsidiaries [Member]	Dec. 31, 2011 Held by foreign subsidiaries [Member]	Dec. 31, 2012 Significant Other Observable Inputs (Level 2)	Dec. 31, 2011 Significant Other Observable Inputs (Level 2)
Allowance for Doubtful Accounts and Sales Returns Roll Forward [Abstract]
Allowances for doubtful accounts and sales returns, balance at beginning of period	$ 8,584,000	$ 6,196,000	$ 6,723,000
Additions to allowance for doubtful accounts and sales returns	7,298,000	9,932,000	5,508,000
Deductions from allowance for doubtful accounts and sales returns	(7,642,000)	(7,544,000)	(6,035,000)
Allowances for doubtful accounts and sales returns, balance at end of period	8,240,000	8,584,000	6,196,000
Allowance for doubtful accounts description	Past due balances over 90 days and over a specified amount are reviewed individually for collectibility.
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Consolidated entities	The Company consolidates entities in which it owns or controls fifty percent or more of the voting shares.
Percent of net sales derived from operations outside United States	71.00%	71.00%	70.00%
Foreign currency transactions disclosures	Gains and losses from foreign currency transactions are included in net income in the consolidated statements of operations and were not material for the years presented.	Gains and losses from foreign currency transactions are included in net income in the consolidated statements of operations and were not material for the years presented.	Gains and losses from foreign currency transactions are included in net income in the consolidated statements of operations and were not material for the years presented.
Percent of net sales to pharmaceutical industry	53.00%	52.00%	52.00%
Cost method of investments disclosures	The Company accounts for its investments that represent less than twenty percent ownership, and for which the Company does not have significant influence, using the accounting standards for investments in debt and equity securities. Investments for which the Company does not have the ability to exercise significant influence, and for which there is not a readily determinable market value, are accounted for under the cost method of accounting. The Company periodically evaluates the carrying value of its investments accounted for under the cost method of accounting and carries them at the lower of cost or estimated net realizable value.
Equity method of investments disclosures	For investments in which the Company owns or controls between twenty and forty-nine percent of the voting shares, or over which it exerts significant influence over operating and financial policies, the equity method of accounting is used. The Company’s share of net income or losses of equity investments is included in the consolidated statements of operations and was not material in any period presented.	The Company’s share of net income or losses of equity investments is included in the consolidated statements of operations and was not material in any period presented.	The Company’s share of net income or losses of equity investments is included in the consolidated statements of operations and was not material in any period presented.
Investments	3,000,000	4,000,000
Advertising expense	13,000,000	11,000,000	10,000,000
Maximum percentage of net sales to an individual customer	3.00%	3.00%	3.00%
Fair Value of Assets and Liabilities Measured on a Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	146,232,000	142,966,000																						146,232,000	142,966,000
Short-term investments	1,057,990,000	897,361,000																						1,057,990,000	897,361,000
Waters 401(k) Restoration Plan assets	24,827,000	20,667,000																						24,827,000	20,667,000
Foreign currency exchange contract agreements, assets	1,173,000	81,000																						1,173,000	81,000
Fair value of total assets measured on a recurring basis	1,230,222,000	1,061,075,000																						1,230,222,000	1,061,075,000
Foreign currency exchange contract agreements, liabilities	693,000	1,317,000																						693,000	1,317,000
Fair value of total liabilities measured on a recurring basis	693,000	1,317,000																						693,000	1,317,000
Cash, Cash Equivalents, and Short-term Investments [Line Items]
Cash, cash equivalents and short-term investments	1,539,000,000	1,281,000,000																				1,489,000,000	1,200,000,000
Cash equivalents description	Cash equivalents represent highly liquid investments, with original maturities of 90 days or less, primarily in bank deposits, U.S. and U.K. treasury bill money market funds and commercial paper.
Debt [Line Items]
Long-term debt	1,045,000,000	700,000,000																		400,000,000	400,000,000
Fair value of debt instrument																				413,000,000	410,000,000
Intangible Assets [Line Items]
Minimum useful life of intangible assets																	1	3	1
Maximum useful life of intangible assets																	15	5	13
Capitalized software development costs for software sold to customers, net	138,000,000	115,000,000
Additions to capitalized software development costs for software sold to customers	34,000,000	29,000,000
Property, Plant and Equipment [Line Items]
Minimum useful life of property, plant and equipment													15	5	3
Maximum useful life of property, plant and equipment													30	10	10	10
Property, plant and equipment disposition disclosures	There were no material gains or losses from retirement or sale of assets in 2012, 2011 and 2010.	There were no material gains or losses from retirement or sale of assets in 2012, 2011 and 2010.	There were no material gains or losses from retirement or sale of assets in 2012, 2011 and 2010.
Capitalized costs for sofware developed for internal use, net	3,000,000	3,000,000
Stock Repurchase Program [Line Items]
Stock repurchase program authorization amount											750,000,000
Treasury stock shares acquired				3.5	4.5	4.4				1.3		6.0
Treasury stock	295,878,000	370,835,000	296,292,000	290,000,000	364,000,000	292,000,000	6,000,000	6,000,000	4,000,000	107,000,000		497,000,000
Stock repurchase program remaining amount authorized for future purchases										643,000,000
Stock repurchase program period, in years											2
Summary of Derivative Instruments by Risk Exposure [Abstract]
Maturity period of forward foreign exchange contracts	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.
Notional amount of forward foreign exchange contracts	134,000,000	161,000,000	136,000,000
Cumulative net pre-tax gains (losses) on forward foreign exchange contracts	5,902,000	(3,268,000)	(8,177,000)
Gain (loss) on closed forward foreign exchange contracts	4,186,000	(2,233,000)	(8,138,000)
Change in unrealized gain (loss) on open forward foreign exchange contracts	1,716,000	(1,035,000)	(39,000)
Warranty Accrual Roll Forward [Abstract]
Accrued warranty liability, balance at beginning of period	13,258,000	11,272,000	10,109,000
Accruals for warranties	7,212,000	10,175,000	7,618,000
Settlements made	(8,117,000)	(8,189,000)	(6,455,000)
Accrued warranty liability, balance at end of period	$ 12,353,000	$ 13,258,000	$ 11,272,000

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash flows from operating activities:
Net income	$ 461,443	$ 432,968	$ 381,763
Adjustments to reconcile net income to net cash provided by operating activities:
Provisions for doubtful accounts on accounts receivable	2,256	3,265	2,926
Provisions on inventory	10,725	10,131	10,897
Stock-based compensation expense	29,183	27,579	24,852
Deferred income taxes	(52,219)	(5,824)	(15,037)
Depreciation	37,422	36,531	34,421
Amortization of intangibles	31,409	29,856	28,137
Change in operating assets and liabilities, net of acquisitions:
Increase in accounts receivable	(39,836)	(12,528)	(43,286)
Increase in inventories	(21,655)	(18,838)	(37,036)
(Increase) decrease in other current assets	(7,136)	4,309	2,402
Decrease (increase) in other assets	1,473	(12,071)	2,472
Increase (decrease) in accounts payable and other current liabilities	563	(11,845)	52,017
Increase in deferred revenue and customer advances	11,005	2,630	9,433
(Decrease) increase in other liabilities	(15,353)	11,211	3,895
Net cash provided by operating activities	449,280	497,374	457,856
Cash flows from investing activities:
Additions to property, plant, equipment and software capitalization	(104,749)	(85,436)	(62,740)
Business acquisitions, net of cash acquired	(31,016)	(11,100)	0
Purchase of short-term investments	(1,815,988)	(1,749,161)	(1,234,671)
Maturity of short-term investments	1,655,359	1,489,721	885,896
Net cash used in investing activities	(296,394)	(355,976)	(411,515)
Cash flows from financing activities:
Proceeds from debt issuances	218,324	598,528	315,641
Payments on debt	(32,107)	(373,751)	(181,358)
Payments of debt issuance costs	(497)	(4,523)	(1,498)
Proceeds from stock plans	28,869	60,153	100,584
Purchase of treasury shares	(295,878)	(370,835)	(296,292)
Excess tax benefit related to stock option plans	10,568	32,239	10,809
Proceeds from (payments for) derivative contracts	4,186	(2,233)	(8,138)
Net cash used in financing activities	(66,535)	(60,422)	(60,252)
Effect of exchange rate changes on cash and cash equivalents	10,694	(5,484)	(18,702)
Increase (decrease) in cash and cash equivalents	97,045	75,492	(32,613)
Cash and cash equivalents at beginning of period	383,990	308,498	341,111
Cash and cash equivalents at end of period	481,035	383,990	308,498
Supplemental cash flow information:
Income taxes paid	59,446	50,313	39,688
Interest paid	$ 28,305	$ 19,658	$ 10,564

XML

Retirement Plans (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation, beginning balance	$ 136,256		$ 118,459
Service cost, including contributions by plan participants	9		7
Interest cost	5,806		6,166		6,315
Actuarial losses (gains)	6,184		13,884
Disbursements	(3,208)		(2,260)
Projected benefit obligation, ending balance	145,047		136,256		118,459
U.S. Retiree Healthcare Plan
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation, beginning balance	9,146		7,724
Service cost, including contributions by plan participants	1,447		1,214
Interest cost	350		364		356
Actuarial losses (gains)	325		331
Disbursements	(480)		(487)
Projected benefit obligation, ending balance	10,788		9,146		7,724
Non-U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation, beginning balance	29,195	[1]	29,504	[1]
Service cost, including contributions by plan participants	4,318	[1]	1,872	[1]
Interest cost	1,988	[1]	1,079	[1]	1,027	[1]
Actuarial losses (gains)	5,790	[1]	439	[1]
Disbursements	(1,011)	[1]	(1,462)	[1]
Plan amendments impact on projected benefit obligation			(2,640)	[1]
Other plans' impact on projected benefit obligation	25,041	[1]
Foreign currency impact on projected benefit obligation	(464)	[1]	403	[1]
Projected benefit obligation, ending balance	$ 64,857	[1]	$ 29,195	[1]	$ 29,504	[1]

[1] Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

XML

Goodwill and Other Intangibles (Tables)

12 Months Ended

Dec. 31, 2012

Goodwill and Other Intangibles [Abstract]

Schedule of Intangible Assets by Major Class

The Company's intangible assets included in the consolidated balance sheets are detailed as follows (in thousands):

		December 31, 2012						December 31, 2011
						Weighted-						Weighted-
		Gross				Average		Gross				Average
		Carrying		Accumulated		Amortization		Carrying		Accumulated		Amortization
		Amount		Amortization		Period		Amount		Amortization		Period
Purchased intangibles		$	154,749	$	94,498	11	years	$	138,001	$	80,023	10	years
Capitalized software			293,589		155,394	5	years		253,379		138,573	5	years
Licenses			7,112		6,361	6	years		6,597		6,039	6	years
Patents and other
	intangibles		40,290		19,342	8	years		33,698		15,048	8	years
	Total	$	495,740	$	275,595	7	years	$	431,675	$	239,683	7	years

XML

Retirement Plans (Details 8)	Dec. 31, 2012		Dec. 31, 2011
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Equity securities in defined benefit plan	65.00%		62.00%
Debt securities in defined benefit plan	33.00%		35.00%
Cash and cash equivalents in defined benefit plan	2.00%		3.00%
Total defined benefit plan asset allocation	100.00%		100.00%
U.S. Retiree Healthcare Plan
Defined Benefit Plan Disclosure [Line Items]
Equity securities in defined benefit plan	57.00%		61.00%
Debt securities in defined benefit plan	22.00%		27.00%
Cash and cash equivalents in defined benefit plan	21.00%		12.00%
Total defined benefit plan asset allocation	100.00%		100.00%
Non-U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Cash and cash equivalents in defined benefit plan	17.00%	[1]	45.00%	[1]
Investment contracts and other investments in defined benefit plan	83.00%	[1]	55.00%	[1]
Total defined benefit plan asset allocation	100.00%		100.00%

[1] Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

XML

Unaudited Quarterly Results

12 Months Ended

Dec. 31, 2012

Unaudited Quarterly Results [Abstract]

Unaudited Quarterly Results

15  Unaudited Quarterly Results

The Company's unaudited quarterly results are summarized below (in thousands, except per share data):

			First		Second		Third		Fourth
2012			Quarter		Quarter		Quarter		Quarter		Total
Net sales			$	420,458	$	451,465	$	449,952	$	521,766	$	1,843,641
Cost of sales				167,290		179,259		182,702		208,363		737,614
	Gross profit			253,168		272,206		267,250		313,403		1,106,027
Selling and administrative expenses				117,119		122,682		115,322		122,147		477,270
Research and development expenses				23,347		23,943		23,756		24,958		96,004
Purchased intangibles amortization				2,485		2,458		6,427		2,459		13,829
Litigation provisions				-		3,000		-		4,434		7,434
	Operating income			110,217		120,123		121,745		159,405		511,490
Interest expense				(6,491)		(6,878)		(7,107)		(7,597)		(28,073)
Interest income				769		1,031		1,184		1,224		4,208
	Income from operations before
		income taxes		104,495		114,276		115,822		153,032		487,625
Provision for income tax expense (benefit)				15,829		16,552		16,713		(22,912)		26,182
	Net income		$	88,666	$	97,724	$	99,109	$	175,944	$	461,443
Net income per basic common share				1.00		1.11		1.13		2.03		5.25
Weighted-average number of basic
	common shares			88,992		88,317		87,411		86,712		87,841
Net income per diluted common share				0.98		1.09		1.12		2.00		5.19
Weighted-average number of diluted
	common shares and equivalents			90,269		89,381		88,451		87,851		88,979

			First		Second		Third		Fourth
2011			Quarter		Quarter		Quarter		Quarter		Total
Net sales			$	427,603	$	447,627	$	454,534	$	521,420	$	1,851,184
Cost of sales				169,829		176,103		180,318		204,243		730,493
	Gross profit			257,774		271,524		274,216		317,177		1,120,691
Selling and administrative expenses				117,124		125,439		121,211		126,237		490,011
Research and development expenses				22,254		23,014		23,372		23,707		92,347
Purchased intangibles amortization				2,501		2,504		2,369		2,359		9,733
	Operating income			115,895		120,567		127,264		164,874		528,600
Interest expense				(4,083)		(5,052)		(6,159)		(6,677)		(21,971)
Interest income				713		813		613		484		2,623
	Income from operations before
		income taxes		112,525		116,328		121,718		158,681		509,252
Provision for income tax expense				18,036		16,253		20,461		21,534		76,284
	Net income		$	94,489	$	100,075	$	101,257	$	137,147	$	432,968
Net income per basic common share				1.03		1.09		1.12		1.54		4.77
Weighted-average number of basic
	common shares			91,649		91,662		90,688		89,324		90,833
Net income per diluted common share				1.01		1.07		1.10		1.51		4.69
Weighted-average number of diluted
	common shares and equivalents			93,313		93,271		92,060		90,566		92,325

The Company typically experiences an increase in sales in the fourth quarter, as a result of purchasing habits for capital goods of customers that tend to exhaust their spending budgets by calendar year end. Selling and administrative expenses are typically higher in the second and third quarters over the first quarter in each year as the Company's annual payroll merit increases take effect. Selling and administrative expenses will vary in the fourth quarter in relation to performance in the quarter and for the year. The Company recorded litigation provisions in the second and fourth quarters of 2012 for damages and fees estimated to be incurred in connection with complaints filed against the Company relating to patent infringement lawsuits (Note 9). In the third quarter of 2012, the Company incurred a one-time $4 million charge to purchased intangibles amortization expense related to the discontinuance of a product trade name intangible asset (Note 6).In the fourth quarter of 2012, the Company recorded a $36 million tax benefit related to the reduction in a deferred tax asset valuation reserve associated with the Company's refinancing of certain of its inter-company debt arrangements, which enabled the Company to recognizea deferred tax asset associated with a non-U.S. net operating loss carryforward (Note 8). In the fourth quarter of 2012, the Company also recorded a $6 million tax benefit related to a tax audit settlement in the U.S. In the second quarter of 2011, the Company recorded $2 million of tax benefit related to the reversal of reserves for interest related to an audit settlement in the United Kingdom.

XML

Debt (Tables)

12 Months Ended

Dec. 31, 2012

Debt [Abstract]

Schedule of Outstanding Debt

The Company had the following outstanding debt at December 31, 2012 and 2011 (in thousands):

		December 31,
		2012		2011
Foreign subsidiary lines of credit		$	7,781	$	10,832
2011 Credit Agreement			125,000		280,000
	Total notes payable and debt		132,781		290,832
Senior unsecured notes - Series A - 3.75%, due February 2015			100,000		100,000
Senior unsecured notes - Series B - 5.00%, due February 2020			100,000		100,000
Senior unsecured notes - Series C - 2.50%, due March 2016			50,000		50,000
Senior unsecured notes - Series D - 3.22%, due March 2018			100,000		100,000
Senior unsecured notes - Series E - 3.97%, due March 2021			50,000		50,000
2011 Credit Agreement			645,000		300,000
	Total long-term debt		1,045,000		700,000
Total debt		$	1,177,781	$	990,832

XML

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, product returns and allowances, bad debts, inventory valuation, equity investments, goodwill and intangible assets, warranty and installation provisions, income taxes, contingencies, litigation, retirement plan obligations and stock-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts may differ from these estimates under different assumptions or conditions.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries, most of which are wholly owned. The Company consolidates entities in which it owns or controls fifty percent or more of the voting shares. All material inter-company balances and transactions have been eliminated.

Translation of Foreign Currencies

Translation of Foreign Currencies

For most of the Company's foreign operations, assets and liabilities are translated into U.S. dollars at exchange rates prevailing on the balance sheet date, while revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are included in accumulated other comprehensive income in the consolidated balance sheets.

Cash, Cash Equivalents, and Short-term Investments

Cash, Cash Equivalents and Short-Term Investments

Cash equivalents represent highly liquid investments, with original maturities of 90 days or less, primarily in bank deposits, U.S. and U.K. treasury bill money market funds and commercial paper.Investments with longer maturities are classified as short-term investments, and are held primarily in U.S. treasury bills, Canadian government U.S. dollar-denominated treasury bills and commercial paper, bank deposits and investment-grade commercial paper.

Short-term investments are classified as available-for-sale in accordance with the accounting standards for investments in debt and equity securities. All available-for-sale securities are recorded at fair market value and any unrealized holding gains and losses, to the extent deemed temporary, are included in accumulated other comprehensive income in stockholders' equity, net of the related tax effects. If any adjustment to fair value reflects a decline in the value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is “other than temporary” and marks the investment to market through a charge to the statement of operations. The Company classifies its investments as short-term investments exclusive of those categorized as cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses in the existing accounts receivable. The allowance is based on a number of factors, including historical experience and the customer's credit-worthiness. The allowance for doubtful accounts is reviewed on at least a quarterly basis. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. Account balances are charged against the allowance when the Company feels it is probable that the receivable will not be recovered. The Company does not have any off-balance sheet credit exposure related to its customers.

Inventory Policy

Inventory

The Company values all of its inventories at the lower of cost or market on a first-in, first-out basis (“FIFO”).

Income Tax Policy

Income Taxes

Deferred income taxes are recognized for temporary differences between the financial statement and income tax basis of assets and liabilities using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Appropriate short-term and long-term liabilities have also been recorded to recognize uncertain tax return reporting positions.

Property, Plant and Equipment Policy

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense, while the costs of significant improvements are capitalized. Depreciation is provided using the straight-line method over the following estimated useful lives: buildings — fifteen to thirty years; building improvements — five to ten years; leasehold improvements — the shorter of the economic useful life or life of lease; and production and other equipment — three to ten years. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are eliminated from the consolidated balance sheets and related gains or losses are reflected in the consolidated statements of operations.

Asset Impairments

The Company reviews its long-lived assets for impairment in accordance with the accounting standards for property, plant and equipment. Whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable, the Company evaluates the fair value of the asset, relying on a number of factors, including, but not limited to, operating results, business plans, economic projections and anticipated future cash flows. Any change in the carrying amount of an asset as a result of the Company's evaluation is separately identified in the consolidated statements of operations.

Goodwill Policy

The Company tests for goodwill impairment using a fair-value approach at the reporting unit level annually, or earlier, if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Additionally, the Company performs an annual goodwill impairment assessment for its reporting units as of January 1 each year. The goodwill and other intangible assets accounting standards define a reporting unit as an operating segment, or one level below an operating segment, if discrete financial information is prepared and reviewed by management. For goodwill impairment review purposes, the Company has two reporting units, the Waters Division and TA Division. Goodwill is allocated to the reporting units at the time of acquisition. Under the impairment test, if a reporting unit's carrying amount exceeds its estimated fair value, goodwill impairment is recognized to the extent that the carrying amount of goodwill exceeds the implied fair value of the goodwill. The fair value of reporting units was estimated using a discounted cash flows technique, which includes certain management assumptions, such as estimated future cash flows, estimated growth rates and discount rates.

Other Intangible Assets Policy

Purchased intangibles are recorded at their fair market values as of the acquisition date and amortized over their estimated useful lives, ranging from one to fifteen years. Other intangibles are amortized over a period ranging from one to thirteen years. Debt issuance costs are amortized over the life of the related debt. Acquired IPR&D is amortized from the date of completion over its estimated useful life. In addition, acquired IPR&D will be tested for impairment until completion of the acquired programs.

Software Development Costs for Software to be Sold

The Company capitalizes internal and external software development costs for products offered for sale in accordance with the accounting standards for the costs of software to be sold, leased, or otherwise marketed. Capitalized costs are amortized to cost of sales over the period of economic benefit, which approximates a straight-line basis over the estimated useful lives of the related software products, generally three to five years.

Internal Use Software Policy

The Company capitalizes internal software development costs for internal use in accordance with the accounting standards for goodwill and other intangible assets. Capitalized internal software development costs are amortized over the period of economic benefit which approximates a straight-line basis over ten years.

Equity and Cost Method Investments

Investments

The Company accounts for its investments that represent less than twenty percent ownership, and for which the Company does not have significant influence, using the accounting standards for investments in debt and equity securities. Investments for which the Company does not have the ability to exercise significant influence, and for which there is not a readily determinable market value, are accounted for under the cost method of accounting. The Company periodically evaluates the carrying value of its investments accounted for under the cost method of accounting and carries them at the lower of cost or estimated net realizable value.For investments in which the Company owns or controls between twenty and forty-nine percent of the voting shares, or over which it exerts significant influence over operating and financial policies, the equity method of accounting is used.

Fair Value Measurements

Fair Value Measurements

In accordance with the accounting standards for fair value measurements and disclosures, certain of the Company's assets and liabilities are measured at fair value on a recurring basis as of December 31, 2012and 2011. Fair values determined by Level 1 inputs utilize observable data, such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points for which there is little or no market data, which require the reporting entity to develop its own assumptions.

Fair Value of Other Financial Instruments

The Company's cash, accounts receivable, accounts payable and variable interest rate debt are recorded at cost, which approximates fair value.

The fair value of the Company's fixed rate debt is estimated using discounted cash flow models, based on estimated current rates offered for similar debt under current market conditions for the Company.

Derivatives Policy

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. If the derivative is designated as a fair-value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in earnings when the hedged item affects earnings; ineffective portions of changes in fair value are recognized in earnings. In addition, disclosures required for derivative instruments and hedging activities include the Company's objectives for using derivative instruments, the level of derivative activity the Company engages in, as well as how derivative instruments and related hedged items affect the Company's financial position and performance.

Revenue Recognition

Revenue Recognition

Sales of products and services are generally recorded based on product shipment and performance of service, respectively. The Company's deferred revenue on the consolidated balance sheets consists of the obligation on instrument service contracts and customer payments received in advance,prior to shipment of the instrument. Revenue is recognized when all of the following revenue recognition criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the vendor's fee is fixed or determinable; collectibility is reasonably assured and, if applicable, upon acceptance when acceptance criteria with contractual cash holdback are specified. Shipping and handling costs are included in cost of sales, net of amounts invoiced to the customer per the order.

Product shipments, including those for demonstration or evaluation, and service contracts are not recorded as revenue until a valid purchase order or master agreement is received specifying fixed terms and prices. The Company generally recognizes product revenue when legal title has transferred and risk of loss passes to the customer. The Company structures its sales arrangements as shipping point or international equivalent and, accordingly, recognizes revenue upon shipment. In some cases, destination based shipping terms are included in sales arrangements, in which cases revenue is generally recognized when the products arrive at the customer site.

The Company's method of revenue recognition for certain products requiring installation is in accordance with the multiple-element revenue recognition accounting standards. With respect to the installation obligations, the larger of the contractual cash holdback or the best estimate of selling price of the installation service is deferred when the product is shipped and revenue is recognized as a multiple-element arrangement when installation is complete. The Company determines the best estimate of selling price of installation based upon a number of factors, including hourly service billing rates, estimated installation hours and comparisons of amounts charged by third parties.

Instrument service contracts are typically billed at the beginning of the maintenance period. The amount of the service contract is amortized ratably to revenue over the instrument maintenance period. There are no deferred costs associated with the service contract as the cost of the service is recorded when the service is performed. No revenue is recognized until all revenue recognition criteria have been met.

Sales of software are accounted for in accordance with the accounting standards for software revenue recognition. The Company's software arrangements typically include software licenses and maintenance contracts. Software license revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, collection is probable, and there are no significant post-delivery obligations remaining.The revenue associated with the software maintenance contract is recognized ratably over the maintenance term.Unspecified rights to software upgrades are typically sold as part of the maintenance contract on a when-and-if-available basis. The Company uses the residual method to allocate software revenue when a transaction includes multiple elements and vendor specific objective evidence of the fair value of undelivered elements exists. Under the residual method, the fair value of the undelivered element (maintenance) is deferred and the remaining portion of the arrangement fee is allocated to the delivered element (software license) and recognized as revenue.

Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. Discounts from list prices are recorded as a reduction to sales.

Product Warranty Costs

Product Warranty Costs

The Company accrues estimated product warranty costs at the time of sale, which are included in cost of sales in the consolidated statements of operations. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component supplies, the Company's warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. The amount of the accrued warranty liability is based on historical information, such as past experience, product failure rates, number of units repaired and estimated costs of material and labor. The liability is reviewed for reasonableness at least quarterly.

Advertising Costs

Advertising Costs

All advertising costs are expensed as incurred and are included in selling and administrative expenses in the consolidated statements of operations.

Research and Development Expenses

Research and Development Expenses

Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries and benefits, facilities costs, overhead costs, contract services and other outside costs. Research and development expenses are expensed as incurred.

Earnings Per Share Policy

Earnings Per Share

In accordance with the earnings per share accounting standards, the Company presents two earnings per share (“EPS”) amounts. Income per basic common share is based on income available to common shareholders and the weighted-average number of common shares outstanding during the periods presented. Income per diluted common share includes additional dilution from potential common stock, such as stock issuable pursuant to the exercise of stock options outstanding.

The effect of dilutive securities was calculated using the treasury stock method.

Comprehensive Income Policy

Comprehensive Income

The Company accounts for comprehensive income in accordance with the accounting standards for comprehensive income, which establish the accounting rules for reporting and displaying comprehensive income. These standards require that all components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

In June 2011, a new accounting standard was issued relating to the presentation of comprehensive income. The adoption of this standard did not have a material effect on the Company's financial position, results of operations or cash flows.

In September 2011, amended accounting guidance was issued for goodwill in order to simplify how companies test goodwill for impairment. The adoption of this standard did not have a material effect on the Company's financial position, results of operations or cash flows.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In July 2012, amended accounting guidance was issued for indefinite-lived intangible assets other than goodwill in order to simplify how companies test indefinite-lived intangible assets for impairment. This guidance is effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this standard is not expected to have a material effect on the Company's financial position, results of operations or cash flows.

XML

Retirement Plans (Details 11) (USD $) In Thousands, unless otherwise specified			12 Months Ended											12 Months Ended								12 Months Ended						12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Significant Unobservable Inputs (Level 3) [Member]	Dec. 31, 2011 Significant Unobservable Inputs (Level 3) [Member]	Dec. 31, 2012 U.S. Pension Plans	Dec. 31, 2011 U.S. Pension Plans	Dec. 31, 2010 U.S. Pension Plans	Dec. 31, 2012 U.S. Pension Plans Significant Unobservable Inputs (Level 3) [Member]	Dec. 31, 2011 U.S. Pension Plans Significant Unobservable Inputs (Level 3) [Member]	Dec. 31, 2012 U.S. Pension Plans Hedge Funds [Member]		Dec. 31, 2011 U.S. Pension Plans Hedge Funds [Member]		Dec. 31, 2012 U.S. Pension Plans Hedge Funds [Member] Significant Unobservable Inputs (Level 3) [Member]		Dec. 31, 2011 U.S. Pension Plans Hedge Funds [Member] Significant Unobservable Inputs (Level 3) [Member]		Dec. 31, 2012 Non-U.S. Pension Plans		Dec. 31, 2010 Non-U.S. Pension Plans		Dec. 31, 2012 Non-U.S. Pension Plans Significant Unobservable Inputs (Level 3) [Member]		Dec. 31, 2012 Non-U.S. Pension Plans Bank and Insurance Investment Contracts [Member]		Dec. 31, 2011 Non-U.S. Pension Plans Bank and Insurance Investment Contracts [Member]		Dec. 31, 2012 Non-U.S. Pension Plans Bank and Insurance Investment Contracts [Member] Significant Unobservable Inputs (Level 3) [Member]		Dec. 31, 2011 Non-U.S. Pension Plans Bank and Insurance Investment Contracts [Member] Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets, beginning balance	$ 147,788	$ 108,727	$ 13,057	$ 10,795	$ 106,572	$ 91,610	$ 93,187	$ 6,266	$ 6,018	$ 6,266	[1]	$ 6,018	[1]	$ 6,018	[1]	$ 4,882		$ 12,798	[2]	$ 11,934	[2]	$ 7,039		$ 29,697	[3]	$ 7,039	[3]	$ 7,039	[3]	$ 5,913
Net purchases (sales) and appreciation (depreciation) of defined benefit plan assets			4,524	2,262										248		1,136												4,276		1,126
Other plans' impact on fair value of defined benefit plan assets																		18,382	[2]			18,382	[2]					18,382	[2]
Fair value of defined benefit plan assets, ending balance	$ 147,788	$ 108,727	$ 35,963	$ 13,057	$ 106,572	$ 91,610	$ 93,187	$ 6,266	$ 6,018	$ 6,266	[1]	$ 6,018	[1]	$ 6,266	[1]	$ 6,018	[1]	$ 35,859	[2]	$ 11,934	[2]	$ 29,697		$ 29,697	[3]	$ 7,039	[3]	$ 29,697	[3]	$ 7,039	[3]

[1] Hedge fund invests in both short and long term U.S. common stocks. Management of the hedge funds has the ability to shift investments from value to growth strategies, from large to small capitalization stocks and from a net long position to a net short position.

[2] Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

[3] Amount represents bank and insurance guaranteed investment contracts.

XML

Consolidated Statements of Stockholders' Equity (USD $) In Thousands	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Stockholders' equity, beginning balance at Dec. 31, 2009	$ 848,949	$ 1,488	$ 808,345	$ 2,236,716	$ (2,213,174)	$ 15,574
Number of common shares, beginning balance at Dec. 31, 2009	148,831
Net income	381,763			381,763
Other comprehensive income (loss)	(27,369)					(27,369)
Issuance of common stock for Employee Stock Purchase Plan	3,458	1	3,457
Issuance of common stock for stock options exercised	97,126	19	97,107
Tax benefit related to stock option plans	10,809		10,809
(Increase in) release of valuation allowance	25,873		25,873
Treasury stock	(296,292)				(296,292)
Stock-based compensation	24,480	3	24,477
Issuance of common stock for Employee Stock Purchase Plans, shares	62
Issuance of common stock for stock options exercised, shares	1,933
Stock-based compensation, shares	228
Stockholders' equity, ending balance at Dec. 31, 2010	1,068,797	1,511	970,068	2,618,479	(2,509,466)	(11,795)
Number of common shares, ending balance at Dec. 31, 2010	151,054
Net income	432,968			432,968
Other comprehensive income (loss)	(24,260)					(24,260)
Issuance of common stock for Employee Stock Purchase Plan	4,150	1	4,149
Issuance of common stock for stock options exercised	56,003	14	55,989
Tax benefit related to stock option plans	32,239		32,239
(Increase in) release of valuation allowance	176		176
Treasury stock	(370,835)				(370,835)
Stock-based compensation	27,340	2	27,338
Issuance of common stock for Employee Stock Purchase Plans, shares	58
Issuance of common stock for stock options exercised, shares	1,381
Stock-based compensation, shares	264
Stockholders' equity, ending balance at Dec. 31, 2011	1,226,578	1,528	1,089,959	3,051,447	(2,880,301)	(36,055)
Number of common shares, ending balance at Dec. 31, 2011	152,757
Net income	461,443			461,443
Other comprehensive income (loss)	9,660					9,660
Issuance of common stock for Employee Stock Purchase Plan	4,661	1	4,660
Issuance of common stock for stock options exercised	24,208	6	24,202
Tax benefit related to stock option plans	10,568		10,568
(Increase in) release of valuation allowance	(2,354)		(2,354)
Treasury stock	(295,878)				(295,878)
Stock-based compensation	28,471	2	28,469
Issuance of common stock for Employee Stock Purchase Plans, shares	66
Issuance of common stock for stock options exercised, shares	630
Stock-based compensation, shares	243
Stockholders' equity, ending balance at Dec. 31, 2012	$ 1,467,357	$ 1,537	$ 1,155,504	$ 3,512,890	$ (3,176,179)	$ (26,395)
Number of common shares, ending balance at Dec. 31, 2012	153,696

XML

Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Current assets:
Allowances for doubtful accounts and sales returns	$ 8,240	$ 8,584
Stockholders' equity:
Preferred stock, par value per share	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Common stock, par value per share	$ 0.01	$ 0.01
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	153,696,000	152,757,000
Common stock, shares outstanding	86,390,000	88,996,000
Treasury stock, shares	67,306,000	63,761,000

XML

Other Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Other Commitments and Contingencies [Abstract]

Other Commitments And Contingencies

10  Other Commitments and Contingencies

Lease agreements, expiring at various dates through 2026, cover buildings, office equipment and automobiles. Rental expense was $30 million, $28 million and $27 million during the years ended December 31, 2012, 2011 and 2010, respectively. Future minimum rents payable as of December 31, 2012 under non-cancelable leases with initial terms exceeding one year are as follows (in thousands):

2013	$	23,243
2014		18,135
2015		11,456
2016		7,259
2017 and thereafter		18,019

The Company licenses certain technology and software from third parties. Fees paid for licenses were less than $1 million for each of the years ended December 31, 2012, 2011 and 2010. Future minimum license fees payable under existing license agreements as of December 31, 2012 are immaterial for the years ended December 31, 2013 and thereafter.

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

The Company enters into standard indemnification agreements in its ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners or customers, in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to its current products, as well as claims relating to property damage or personal injury resulting from the performance of services by the Company or its subcontractors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Historically, the Company's costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and management accordingly believes the estimated fair value of these agreements is immaterial.

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2012	Feb. 22, 2013	Jun. 30, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	WATERS CORP /DE/
Entity Central Index Key	0001000697
Document Type	10-K
Document Fiscal Period Focus	FY
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 6,966,563,351
Entity Common Stock, Shares Outstanding		85,886,844

XML

Stock-Based Compensation

12 Months Ended

Dec. 31, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

11  Stock-Based Compensation

In May 2012, the Company's shareholders approved the Company's 2012 Equity Incentive Plan (“2012 Plan”). As of December 31, 2012, the 2012 Plan has 5.6 million shares available for grant in the form of incentive or non-qualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units or other types of awards. The Company issues new shares of common stock upon exercise of stock options or restricted stock unit conversion. Under the 2012 Plan, the exercise price for stock options may not be less than the fair market value of the underlying stock at the date of grant. The 2012 Plan is scheduled to terminate on May9, 2022. Options generally will expire no later than ten years after the date on which they are granted and will become exercisable as directed by the Compensation Committee of the Board of Directors and generally vest in equal annual installments over a five-year period. A SAR may be granted alone or in conjunction with an option or other award. Shares of restricted stock and restricted stock units may be issued under the 2012 Plan for such consideration as is determined by the Compensation Committee of the Board of Directors. As of December 31, 2012, the Company had stock options, restricted stock and restricted stock unit awards outstanding.

In May 2009, the Company's shareholders approved the 2009 Employee Stock Purchase Plan under which eligible employees may contribute up to 15% of their earnings toward the quarterly purchase of the Company's common stock. The plan makes available 0.9 million shares of the Company's common stock, which includes the remaining shares available under the 1996 Employee Stock Purchase Plan. As of December 31, 2012, 1.1 million shares have been issued under both the 2009 and 1996 Employee Stock Purchase Plans. Each plan period lasts three months beginning on January 1, April 1, July 1 and October 1 of each year. The purchase price for each share of stock is the lesser of 90% of the market price on the first day of the plan period or 100% of the market price on the last day of the plan period. Stock-based compensation expense related to this plan was $1 million, $1 million and less than $1 million for the years endedDecember 31, 2012, 2011 and 2010, respectively.

The Company accounts for stock-based compensation costs in accordance with the accounting standards for stock-based compensation, which require that all share-based payments to employees be recognized in the statements of operations based on their fair values. The Company recognizes the expense using the straight-line attribution method. The stock-based compensation expense recognized in the consolidated statements of operations is based on awards that ultimately are expected to vest; therefore, the amount of expense has been reduced for estimated forfeitures. The stock-based compensation accounting standards require forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical experience. If actual results differ significantly from these estimates, stock-based compensation expense and the Company's results of operations could be materially impacted. In addition, if the Company employs different assumptions in the application of these standards, the compensation expense that the Company records in the future periods may differ significantly from what the Company has recorded in the current period.

The consolidated statements of operations for the years endedDecember 31, 2012, 2011 and 2010 include the following stock-based compensation expense related to stock option awards, restricted stock, restricted stock unit awards and the employee stock purchase plan (in thousands):

		2012		2011		2010
Cost of sales		$	2,694	$	2,566	$	2,483
Selling and administrative expenses			22,679		21,891		19,197
Research and development expenses			3,810		3,122		3,172
	Total stock-based compensation	$	29,183	$	27,579	$	24,852

As of both December 31, 2012 and 2011, the Company has capitalized stock-based compensation costs of less than $1 million in inventory in the consolidated balance sheets. As of December 31, 2012 and 2011, the Company has capitalized stock-based compensation costs of $2 million and $3 million, respectively, in capitalized software in the consolidated balance sheets.

Stock Options

In determining the fair value of the stock options, the Company makes a variety of assumptions and estimates, including volatility measures, expected yields and expected stock option lives. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model. The Company uses implied volatility on its publicly-traded options as the basis for its estimate of expected volatility. The Company believes that implied volatility is the most appropriate indicator of expected volatility because it is generally reflective of historical volatility and expectations of how future volatility will differ from historical volatility. The expected life assumption for grants is based on historical experience for the population of non-qualified stock optionees. The risk-free interest rate is the yield currently available on U.S. Treasury zero-coupon issues with a remaining term approximating the expected term used as the input to the Black-Scholes model.The relevant data used to determine the value of the stock options granted during 2012, 2011 and 2010 are as follows:

Options Issued and Significant Assumptions Used to Estimate Option Fair Values	2012	2011	2010
Options issued in thousands	699	658	667
Risk-free interest rate	1.0%	1.1%	2.0%
Expected life in years	6	6	6
Expected volatility	0.265	0.376	0.271
Expected dividends	-	-	-

Weighted-Average Exercise Price and Fair Value of Options on the Date of Grant	2012		2011		2010
Exercise price	$	86.55	$	79.10	$	78.21
Fair value	$	23.97	$	29.67	$	23.97

The following table summarizes stock option activity for the plans for the year endedDecember 31, 2012(in thousands, except per share data):

		Number of Shares	Exercise Price per Share					Weighted-Average Exercise Price
Outstanding at December 31, 2011		4,809	$	21.39	to	$	79.15	$	56.71
	Granted	699	$	75.94	to	$	87.06	$	86.55
	Exercised	(630)	$	21.39	to	$	79.05	$	38.40
	Canceled	(69)	$	41.20	to	$	77.94	$	64.10
Outstanding at December 31, 2012		4,809	$	23.19	to	$	87.06	$	63.34

The following table details the weighted-average remaining contractual life of options outstanding at December 31, 2012 by range of exercise prices (in thousands, except per share data):

								Remaining
					Number		Weighted-	Contractual	Number		Weighted-
					of Shares		Average	Life of Options	of Shares		Average
Exercise Price Range					Outstanding		Exercise Price	Outstanding	Exercisable		Exercise Price
$	23.19	to	$	48.99	1,592	$	41.06	2.9	1,479	$	41.07
$	49.00	to	$	78.99	1,325	$	63.59	5.7	1,028	$	63.77
$	79.00	to	$	87.06	1,892	$	81.91	9.1	361	$	79.15
		Total			4,809	$	63.34	6.1	2,868	$	54.00

During 2012, 2011 and 2010, the total intrinsic value of the stock options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the options) was $31 million, $67 million and $45 million, respectively. The total cash received from the exercise of these stock options was $24 million, $56 million and $97 million for the years endedDecember 31, 2012,2011 and 2010, respectively.

The aggregate intrinsic value of the outstanding stock options at December 31, 2012 was $114 million. Options exercisable at December 31, 2012, 2011 and 2010 were 2.9 million, 2.9 million and 3.7 million, respectively. The weighted-average exercise prices of options exercisable at December 31, 2012, 2011 and 2010 were $54.00, $47.95 and $43.45, respectively. The weighted-average remaining contractual life of the exercisable outstanding stock options at December 31, 2012 was 4.3 years.

At December 31, 2012, the Company had 4.8 million stock options which are vested and expected to vest. The intrinsic value, weighted-average price and remaining contractual life of the vested and expected to vest stock options were $114 million, $63.18 and 6.0 years, respectively, at December 31, 2012.

As of December 31, 2012, 2011 and 2010, there were $45 million, $45 million and $38 million of total unrecognized compensation costs related to unvested stock option awards that are expected to vest. These costs are expected to be recognized over a weighted-average period of 3.7 years.

Restricted Stock

During each of the years endedDecember 31, 2012, 2011 and 2010, the Company granted 12 thousand shares of restricted stock. The restrictions on these shares lapse at the end of a three-year period. The weighted-average fair value per share on the grant date of the restricted stock granted in2012, 2011 and 2010 was $75.94, $78.10 and $61.63, respectively. The Company has recorded $1 million of compensation expense in each of the years ended December 31, 2012, 2011 and 2010, respectively, related to the restricted stock grants. As of December 31, 2012, the Company had36 thousand unvested shares of restricted stock outstanding with a total of $1 million of unrecognized compensation costs. These costs are expected to be recognized over a weighted-average period of 1.6 years.

Restricted Stock Units

The following table summarizes the unvested restricted stock unit award activity for the year endedDecember 31, 2012 (in thousands, except for per share amounts):

		Shares	Weighted-Average Price
Unvested at December 31, 2011		654	$	57.94
	Granted	161	$	87.81
	Vested	(225)	$	55.21
	Forfeited	(16)	$	61.83
Unvested at December 31, 2012		574	$	67.28

Restricted stock units are generally issued annually in February and vest in equal annual installments over a five-year period. The amount of compensation costs recognized for the years ended December 31, 2012, 2011 and 2010 on the restricted stock units expected to vest were $13 million, $13 million and $12 million, respectively. As of December 31, 2012, there were $24 million of total unrecognized compensation costs related to the restricted stock unit awards that are expected to vest. These costs are expected to be recognized over a weighted-average period of 3.1 years.

XML

Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Product sales	$ 1,280,507	$ 1,322,136	$ 1,166,627
Service sales	563,134	529,048	476,744
Total net sales	1,843,641	1,851,184	1,643,371
Cost of product sales	501,660	506,073	453,779
Cost of service sales	235,954	224,420	199,524
Total cost of sales	737,614	730,493	653,303
Gross profit	1,106,027	1,120,691	990,068
Selling and administrative expenses	477,270	490,011	445,456
Research and development expenses	96,004	92,347	84,274
Purchased intangibles amortization	13,829	9,733	10,406
Litigation provisions (Note 9)	7,434
Operating income	511,490	528,600	449,932
Interest expense	(28,073)	(21,971)	(13,924)
Interest income	4,208	2,623	1,855
Income from operations before income taxes	487,625	509,252	437,863
Provision for income taxes	26,182	76,284	56,100
Net income	$ 461,443	$ 432,968	$ 381,763
Net income per basic common share	$ 5.25	$ 4.77	$ 4.13
Weighted-average number of basic common shares	87,841	90,833	92,385
Net income per diluted common share	$ 5.19	$ 4.69	$ 4.06
Weighted-average number of diluted common shares and equivalents	88,979	92,325	94,057

XML

Acquisitions

12 Months Ended

Dec. 31, 2012

Acquisitions [Abstract]

Acquisitions

5  Acquisitions

The Company accounts for business acquisitions under the accounting standards for business combinations and the results of each acquisition have been included in the Company's consolidated results from the respective acquisition dates.

In July 2012, the Company acquired all of the outstanding capital stock of 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 will integrate the Blue Reference technology into the current and future 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. The purchase price of the acquisition was allocated to tangible and intangible assets and assumed liabilities based on their estimated fair values. The Company has allocated $8 million of the purchase price to intangible assets comprised of completed technology and $1 million to customer relationships and other intangibles. The Company is amortizing acquired technology over seven years and the customer relationships and other intangibles over five years. The remaining purchase price of $8 million has been accounted for as goodwill. The goodwill is not deductible for tax purposes.

In February 2012, the Company acquired the net assets of its Israeli sales and service distributor for $6 million in cash. The Company has allocated $2 million of the purchase price to intangible assets comprised of customer relationships. The Company is amortizing the customer relationships over ten years. The remaining purchase price of $4 million has been accounted for as goodwill. The goodwill is deductible for tax purposes.

In January 2012, the Company acquired all of the outstanding capital stock of Baehr Thermoanalyse GmbH (“Baehr”), a German manufacturer of a widerange of thermal analyzers, for $12 million in cash, including the assumption of $1 million of debt. Baehr was acquired to expand TA's thermal analysis instrument product offering and to leverage the Company's distribution channels. The purchase price of the acquisition was allocated to tangible and intangible assets and assumed liabilities based on their estimated fair values. The Company has allocated $4 million of the purchase price to intangible assets comprised of completed technology and $1 million to customer relationships and other intangibles. The Company is amortizing the customer relationships and the acquired technology over ten years. The remaining purchase price of $7 million has been accounted for as goodwill. The goodwill is not deductible for tax purposes.

The following table presents the fair values, as determined by the Company, of 100% of the assets and liabilities owned and recorded in connection with the acquisitions of Blue Reference, the Israeli sales and service distributor and Baehr (in thousands):

Cash		$	1,148
Accounts receivable			319
Inventory			2,887
Property, plant and equipment			1,254
Other assets			412
Goodwill			18,460
Intangible assets			15,966
	Total assets acquired		40,446
Accrued expenses and other current liabilities			2,896
Debt			732
Deferred tax liability			4,654
	Cash consideration paid	$	32,164

In July 2011, the Company acquired the net assets of Anter Corporation (“Anter”), a manufacturer of thermal analyzers used to measure thermal expansion and shrinkage, thermal conductivity and resistivity, thermal diffusivity and specific heat capacity of a wide range of materials, for $11 million in cash. Anter was acquired to expand TA's thermal analysis instrument product offering and to leverage the Company's distribution channels. The purchase price of the acquisition was allocated to tangible and intangible assets and assumed liabilities based on their estimated fair values. The Company has allocated $4 million of the purchase price to intangible assets comprised of customer relationships and acquired technology. The Company is amortizing the customer relationships over six years and the acquired technology over ten years. These intangible assets are being amortized over a weighted-average period of nine years. The remaining purchase price of $6 million has been accounted for as goodwill. The goodwill is deductible for tax purposes.

The principal factor that resulted in recognition of goodwill in these acquisitions is that the purchase price was based in part on cash flow projections assuming the integration of any acquired technology, distribution channels and products with the Company's products, which is of considerably greater value than utilizing each of the acquired companies' technology, customer access or products on a stand-alone basis. The goodwill also includes value assigned to assembled workforce, which cannot be recognized as an intangible asset. In each acquisition, the sellers provided the Company with customary representations, warranties and indemnification, which would be settled in the future if and when a breach of the contractual representation or warranty condition occurs. The acquisitions of Blue Reference, the Israeli sales and service distributor and Baehr are expected to add approximately $13 million to the Company's sales in 2013.The pro forma effect of the ongoing operations for Waters, Blue Reference, the Israeli sales and service distributor, Baehr and Anter as though these acquisitions had occurred at the beginning of the periods covered by this report is insignificant.

XML

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

4  Property, Plant and Equipment

Property, plant and equipment consist of the following (in thousands):

		December 31,
		2012		2011
Land and land improvements		$	35,734	$	34,665
Buildings and leasehold improvements			196,554		174,582
Production and other equipment			317,285		288,274
Construction in progress			37,750		20,560
	Total property, plant and equipment		587,323		518,081
Less: accumulated depreciation and amortization			(314,044)		(280,986)
	Property, plant and equipment, net	$	273,279	$	237,095

During 2012, 2011 and 2010, the Company retired and disposed of approximately $6 million, $6 million and $9 million of property, plant and equipment, respectively, most of which was fully depreciated and no longer in use. Gains and losses on disposal were immaterial.

XML

Description of Business and Organization (Policies)

12 Months Ended

Dec. 31, 2012

Description of Business and Organization [Abstract]

Nature of Operations

Waters Corporation (“Waters®” or the “Company”) is an analytical instrument manufacturer that primarily designs, manufactures, sells and services, through its Waters Division, high performance liquid chromatography (“HPLC”), ultra performance liquid chromatography (“UPLC®” and together with HPLC, referred to as “LC”) and mass spectrometry (“MS”) technology systems and support products, including chromatography columns, other consumable products and comprehensive post-warranty service plans. These systems are complementary products that are frequently employed together (“LC-MS”) and sold as integrated instrument systems using a common software platform and are used along with other analytical instruments. LC is a standard technique and is utilized in a broad range of industries to detect, identify, monitor and measure the chemical, physical and biological composition of materials, and to purify a full range of compounds. MS instruments are used in drug discovery and development, including clinical trial testing, the analysis of proteins in disease processes (known as “proteomics”), nutritional safety analysis and environmental testing. LC-MS instruments combine a liquid phase sample introduction and separation system with mass spectrometric compound identification and quantification. Through its TA Division (“TA®”), the Company primarily designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments, which are used in predicting the suitability of fine chemicals, pharmaceuticals, water, polymers and viscous liquids for various industrial, consumer goods and healthcare products, as well as for life science research. The Company is also a developer and supplier of software-based products that interface with the Company's instruments and are typically purchased by customers as part of the instrument system.

XML

Earnings Per Share

12 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

Earnings Per Share

12  Earnings Per Share

Basic and diluted EPS calculations are detailed as follows (in thousands, except per share data):

		Year Ended December 31, 2012
		Net Income		Weighted-Average Shares	Per Share
		(Numerator)		(Denominator)	Amount
Net income per basic common share		$	461,443	87,841	$	5.25
Effect of dilutive stock option, restricted
	stock and restricted stock unit securities			1,138
Net income per diluted common share		$	461,443	88,979	$	5.19

		Year Ended December 31, 2011
		Net Income		Weighted-Average Shares	Per Share
		(Numerator)		(Denominator)	Amount
Net income per basic common share		$	432,968	90,833	$	4.77
Effect of dilutive stock option, restricted
	stock and restricted stock unit securities			1,492
Net income per diluted common share		$	432,968	92,325	$	4.69

		Year Ended December 31, 2010
		Net Income		Weighted-Average Shares	Per Share
		(Numerator)		(Denominator)	Amount
Net income per basic common share		$	381,763	92,385	$	4.13
Effect of dilutive stock option, restricted
	stock and restricted stock unit securities			1,672
Net income per diluted common share		$	381,763	94,057	$	4.06

For the years endedDecember 31, 2012, 2011 and 2010, the Company had 2.0 million, 1.3 million and 2.5 million stock options that were antidilutive, respectively, due to having higher exercise prices than the Company's average stock price during the period. These securities were not included in the computation of diluted EPS. The effect of dilutive securities was calculated using the treasury stock method.

XML

Income Taxes

12 Months Ended

Dec. 31, 2012

Income Taxes [Abstract]

Income Taxes

8  Income Taxes

Income tax data for the years endedDecember 31, 2012, 2011 and 2010 is as follows (in thousands):

			Year Ended December 31,
			2012		2011		2010
The components of income from operations before income taxes are
	as follows:
	Domestic		$	116,071	$	102,998	$	60,470
	Foreign			371,554		406,254		377,393
		Total	$	487,625	$	509,252	$	437,863

			Year Ended December 31,
			2012		2011		2010
The current and deferred components of the provision for income
	taxes on operations are as follows:
	Current		$	78,401	$	82,108	$	71,137
	Deferred			(52,219)		(5,824)		(15,037)
		Total	$	26,182	$	76,284	$	56,100
The jurisdictional components of the provision for income taxes on
	operations are as follows:
	Federal		$	39,840	$	33,242	$	21,599
	State			5,599		5,661		3,491
	Foreign			(19,257)		37,381		31,010
		Total	$	26,182	$	76,284	$	56,100
The differences between income taxes computed at the United States
	statutory rate and the provision for income taxes are summarized
	as follows:
	Federal tax computed at U.S. statutory income tax rate		$	170,669	$	178,238	$	153,252
	State income tax, net of federal income tax benefit			3,639		3,679		2,269
	Net effect of foreign operations			(108,893)		(102,528)		(97,312)
	Recognition of deferred tax asset associated with a non-U.S.
		net operating loss		(36,410)		-		-
	Other, net			(2,823)		(3,105)		(2,109)
		Provision for income taxes	$	26,182	$	76,284	$	56,100

The Company's effective tax rates for the years endedDecember 31, 2012, 2011 and 2010were 5.4%, 15.0% and12.8%, respectively. The income tax provision for the year ended December 31, 2012 included a $36 million tax benefit related to the Company's refinancing of certain of its inter-company debt arrangements, which enabled the Company to recognize a deferred tax asset associated with a non-U.S. net operating loss carryforward. During the year ended December 31, 2012, the Company also recorded a $6 million tax benefit related to a tax audit settlement in the U.S. These tax benefits decreased the Company's effective tax rate by 8.6 percentage points in the year ended December 31, 2012. Included in the income tax provision for the year ended December 31, 2011 is $2 million of tax benefit related to the reversal of reserves for interest related to an audit settlement in the United Kingdom. This tax benefit decreased the Company's effective tax rate by 0.3 percentage points in the year ended December 31, 2011. Included in the income tax provision for the year ended December 31, 2010 is an $8 million tax benefit related to a tax audit settlement in the United Kingdom and $2 million of tax benefit related to the resolution of a pre-acquisition tax exposure. These tax benefits decreased the Company's effective tax rate by 2.1 percentage points inthe year ended December 31, 2010. The remaining differences between the effective tax rates for 2012,2011 and 2010were primarily attributable to differences in the proportionate amounts of pre-tax income recognized in jurisdictions with different effective tax rates.

The tax effects of temporary differences and carryforwards which give rise to deferred tax assets and deferred tax (liabilities) are summarized as follows (in thousands):

				December 31,
				2012		2011
Deferred tax assets:
	Net operating losses and credits			$	119,405	$	18,242
	Depreciation				14,555		12,990
	Stock-based compensation				25,024		22,616
	Deferred compensation				29,666		27,442
	Revaluation of equity investments				3,919		4,941
	Inventory				3,658		3,226
	Accrued liabilities and reserves				36,711		30,371
	Other				19,038		11,349
		Total deferred tax assets			251,976		131,177
	Valuation allowance				(93,576)		(10,248)
		Deferred tax assets, net of valuation allowance			158,400		120,929
Deferred tax liabilities:
	Capitalized software				(15,726)		(13,263)
	Amortization				(3,980)		(9,818)
	Indefinite-lived intangibles				(18,252)		(17,665)
	Other				(4)		(171)
		Total deferred tax liabilities			(37,962)		(40,917)
			Net deferred tax assets	$	120,438	$	80,012

Net deferred tax assets of $51 million and $56 million are included in other current assets and $69 million and $24 million are included in other assets at December 31, 2012 and 2011, respectively.During the year ended December 31, 2012, the deferred tax assets associated with net operating losses and tax credit carryforwards and the related valuation allowance increased due to the aforementioned tax benefit related to the Company's refinancing of inter-company debt arrangements. This deferred tax asset was established for $111 million, for which a $75 million valuation allowance was established and a $36 million tax benefit was recorded in the income tax provision. The Company's net deferred tax assets associated with net operating losses and tax credit carryforwards are approximately $35 million as of December 31, 2012, which represent the future tax benefit of foreign net operating loss carryforwards that do not expire under current law.

The income tax benefits associated with non-qualified stock option compensation expense recognized for tax purposes and credited to additional paid-in capital were $11 million, $32 million and $11 million for the years ended December 31, 2012, 2011 and 2010, respectively.

At December 31, 2012, there were unremitted earnings of foreign subsidiaries of approximately $2 billion. The Company has not provided for U.S. income taxes or foreign withholding taxes on these earnings as it is the Company's current intention to permanently reinvest these earnings outside the U.S. Because of the complexity of U.S. and foreign tax rules applicable to the distribution of earnings from foreign subsidiaries to U.S. legal entities, the determination of the unrecognized deferred tax liability on these earnings is not practicable.

The Company accounts for its uncertain tax return reporting positions in accordance with the accounting standardsfor income taxes, which require financial statement reporting of the expected future tax consequences of those tax reporting positions on the presumption that all concerned tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances, but prohibit any discounting of those unrecognized tax benefits for the time value of money.

The following is a summary of the activity of the Company's unrecognized tax benefits for the years ended December 31, 2012, 2011 and 2010 (in thousands):

		2012		2011		2010
Balance at the beginning of the period		$	73,199	$	71,523	$	77,924
	Realization of uncertain U.S. tax benefits		(5,625)		-		-
	Realization of uncertain U.K. tax benefits		-		-		(9,996)
	Realization of uncertain pre-acquisition tax benefits		-		-		(1,500)
	Net (decrease) increase in other uncertain tax benefits		(3,184)		1,676		5,095
Balance at the end of the period		$	64,390	$	73,199	$	71,523

The Company's uncertain tax positions are taken with respect to income tax return reporting periods beginning after December 31, 1999, which are the periods that generally remain open to income tax audit examination by the concerned income tax authorities. The Company continuously monitors the lapsing of statutes of limitations on potential tax assessments for related changes in the measurement of unrecognized tax benefits, related net interest and penalties, and deferred tax assets and liabilities.During the year ended December 31, 2012, the Company reclassified $39 million of its unrecognized tax benefits to short-term liabilities in the consolidated balance sheets, leaving $25 million classified as long-term liabilities.

The Company is currently engaged in continuing communications with tax authorities in the U.S., Japan and various other jurisdictions regarding examinations of the Company's tax returns related to matters for which the Company has previously recorded uncertain tax benefits. During 2012, the Company did not record any material changes in the measurement of any unrecognized tax benefits related to these ongoing tax audit examinations. As of December 31, 2012, the Company anticipates that it will be able to resolve certain of these ongoing tax audit examination processes during the next twelve months. As of December 31, 2012, the Company expects to record a reduction in the measurement of its unrecognized tax benefits and related net interest and penalties in the range of approximately $5 million to $39 million within the next twelve monthsdue to the lapsing of statutes of limitations on potential tax assessments and the settlement of ongoing tax audit examinations, and does not otherwise expect to record any other material changes within the next twelve months. These amounts have been classified as accrued income taxes in the consolidated balance sheets.

XML

Retirement Plans (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets, ending balance	$ 147,788		$ 108,727
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets, beginning balance	91,610		93,187
Actual return on defined benefit plan assets	11,761		(1,844)
Company contributions	6,409		2,527
Disbursements	(3,208)		(2,260)
Fair value of defined benefit plan assets, ending balance	106,572		91,610
U.S. Retiree Healthcare Plan
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets, beginning balance	4,319		3,808
Actual return on defined benefit plan assets	516		61
Company contributions	275		268
Employee contributions	727		669
Disbursements	(480)		(487)
Fair value of defined benefit plan assets, ending balance	5,357		4,319
Non-U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Fair value of defined benefit plan assets, beginning balance	12,798	[1]	11,934	[1]
Actual return on defined benefit plan assets	1,007	[1]	271	[1]
Company contributions	4,243	[1]	1,874	[1]
Employee contributions	566	[1]
Disbursements	(1,011)	[1]	(1,462)	[1]
Other plans' impact on fair value of defined benefit plan assets	18,382	[1]
Foreign currency impact on plan assets	(126)	[1]	181	[1]
Fair value of defined benefit plan assets, ending balance	35,859	[1]	12,798	[1]
Non-U. S. Pension Plans Omitted from Prior Years' Disclosures [Member]
Defined Benefit Plan Disclosure [Line Items]
Company contributions	$ 3,000		$ 2,000		$ 2,000

[1] Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

XML

Goodwill and Other Intangibles

12 Months Ended

Dec. 31, 2012

Goodwill and Other Intangibles [Abstract]

Goodwill and Other Intangibles

6  Goodwill and Other Intangibles

The carrying amount of goodwill was $317 million and $297 millionat December 31, 2012 and 2011, respectively. The Company's acquisitionsincreased goodwill by $18 million (See Note 5) and the effect of foreign currency translation increased goodwill by $2 million in 2012.

The Company's intangible assets included in the consolidated balance sheets are detailed as follows (in thousands):

		December 31, 2012						December 31, 2011
						Weighted-						Weighted-
		Gross				Average		Gross				Average
		Carrying		Accumulated		Amortization		Carrying		Accumulated		Amortization
		Amount		Amortization		Period		Amount		Amortization		Period
Purchased intangibles		$	154,749	$	94,498	11	years	$	138,001	$	80,023	10	years
Capitalized software			293,589		155,394	5	years		253,379		138,573	5	years
Licenses			7,112		6,361	6	years		6,597		6,039	6	years
Patents and other
	intangibles		40,290		19,342	8	years		33,698		15,048	8	years
	Total	$	495,740	$	275,595	7	years	$	431,675	$	239,683	7	years

During the year endedDecember 31, 2012, the Company acquired $16 million of purchased intangibles as a result of the acquisitions of Blue Reference, an Israeli sales and service distributor and Baehr (Note 5).Amortization expense for intangible assets was $31 million, $30 million and $28 millionfor the years ended December 31, 2012, 2011 and 2010, respectively. Included in amortization expense for the year ended December 31, 2012 is a one-time $4 million charge to purchased intangibles amortization expense related to the discontinuance of a product trade name intangible asset. Amortization expense for intangible assets is estimated to be between $40 million and $45 millionper year for each of the next five years. The estimated significant increase in amortization expense is due to amortization associated with capitalized software costs related to the launch of new software product platforms in the first quarter of 2013. The carrying value of the new software platform was approximately $102 million as of December 31, 2012 and will be amortized over ten years.

XML

Debt

12 Months Ended

Dec. 31, 2012

Debt [Abstract]

Debt Disclosure

7  Debt

In July 2011, the Company entered into a new credit agreement (the “2011 Credit Agreement”) that provides for a $700 million revolving facility and a $300 million term loan facility.In August 2012, as provided for in the 2011 Credit Agreement, the Company increased the revolving facility commitment by $200 million, bringing the total amount of the revolving facility commitment to $900 million. There were no other changes to the terms and conditions of the 2011 Credit Agreement. The Company will use the proceeds from the increased revolving facility commitment for general corporate purposes. The revolving facility and term loan facility both mature on July 28, 2016 and require no scheduled prepayments before that date.

The interest rates applicable to the 2011 Credit Agreement are, at the Company's option, equal to either the base rate (which is the highest of (i) the prime rate, (ii) the federal funds rate plus 1/2%, or (iii) the one month LIBOR rate plus 1%) or the applicable 1, 2, 3, 6, 9 or 12 month LIBOR rate, in each case, plus an interest rate margin based upon the Company's leverage ratio, which can range between 0 to 20 basis points and between 85 basis points and 120 basis points, respectively. The facility fee on the 2011 Credit Agreement ranges between 15 basis points and 30 basis points.The 2011 Credit Agreement requires that the Company comply with an interest coverage ratio test of not less than 3.50:1 and a leverage ratio test of not more than 3.25:1 for any period of four consecutive fiscal quarters, respectively. In addition, the 2011 Credit Agreement includes negative covenants, affirmative covenants, representations and warranties and events of default that are customary for investment grade credit facilities. At December 31, 2012, $125 million of the outstanding portions of the revolving facilities have been classified as short-term liabilities in the consolidated balance sheets due to the fact that the Company expects to utilize this portion of the revolving line of credit to fund its working capital needs and can repay and re-borrow from the facility without penalty. The remaining $345 million of the outstanding portions of the revolving facilities have been classified as long-term liabilities in the consolidated balance sheets, as no repayments are required prior to the maturity date in 2016 and this portion is not expected to be repaid within the next twelve months.

During the year ended December 31, 2011, the Company issued and sold senior unsecured notes with a face value of $200 million.As of both December 31, 2012 and 2011, the Company had a total of $400 million of outstanding senior unsecured notes. Interest on the senior unsecured notes is payable semi-annually each year. The Company may prepay all or some of the senior unsecured notes at any time in an amount not less than 10% of the aggregate principal amount outstanding, plus the applicable make-whole amount. In the event of a change in control (as defined in the note purchase agreement) of the Company, the Company may be required to prepay the senior unsecured notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. These notes require that the Company comply with an interest coverage ratio test of not less than 3.50:1 and a leverage ratio test of not more than 3.50:1 for any period of four consecutive fiscal quarters, respectively. In addition, these notes include customary negative covenants, affirmative covenants, representations and warranties and events of default.

As of December 31, 2012, the Company was in compliance with all debt covenants.

The Company had the following outstanding debt at December 31, 2012 and 2011 (in thousands):

		December 31,
		2012		2011
Foreign subsidiary lines of credit		$	7,781	$	10,832
2011 Credit Agreement			125,000		280,000
	Total notes payable and debt		132,781		290,832
Senior unsecured notes - Series A - 3.75%, due February 2015			100,000		100,000
Senior unsecured notes - Series B - 5.00%, due February 2020			100,000		100,000
Senior unsecured notes - Series C - 2.50%, due March 2016			50,000		50,000
Senior unsecured notes - Series D - 3.22%, due March 2018			100,000		100,000
Senior unsecured notes - Series E - 3.97%, due March 2021			50,000		50,000
2011 Credit Agreement			645,000		300,000
	Total long-term debt		1,045,000		700,000
Total debt		$	1,177,781	$	990,832

As of December 31, 2012 and 2011, the Company had a total amount available to borrow of $428million and $419 million, respectively, after outstanding letters of credit, under the 2011 Credit Agreement. The weighted-average interest rates applicable to the senior unsecured notes and 2011 Credit Agreement borrowings collectively were 2.11% and 2.33% at December 31, 2012 and 2011, respectively.

The Company and its foreign subsidiaries also had available short-term lines of credit totaling $107 million and$109million at December 31, 2012 and2011, respectively, for the purpose of short-term borrowing and issuance of commercial guarantees. At December 31, 2012 and 2011, the weighted-average interest rates applicable to the short-term borrowings were2.00%and 2.02%, respectively.

XML

Litigation

12 Months Ended

Dec. 31, 2012

Litigation [Abstract]

Litigation

9  Litigation

The Company is involved in various litigation matters arising in the ordinary course of business. The Company believes the outcome of these matters will not have a material impact on the Company's financial position, results of operations or cash flows.In June 2012, a $3 million payment was made to settle a complaint that was filed against the Company alleging patent infringement.

The Company has been engaged in ongoing patent litigation with Agilent Technologies GmbH (“Agilent”) in Germany. In July 2005, Agilent brought an action against the Company alleging that certain features of the Alliance pump continued to infringe certain of its patents. In August 2006, following a trial in this action, the German court ruled that the Company did not infringe the patents. Agilent filed an appeal in this action. A hearing on this appeal was held in January 2008. The appeals court affirmed the finding of the trial court that the Company did not infringe and Agilent appealed this finding to the German Federal Court of Justice. In December 2012, Agilent won this appeal and the Company recorded a $4 million provision for damages and fees estimated to be incurred in connection with this litigation. The accrued patent litigation expense is in other current liabilities in the consolidated balance sheets at December 31, 2012 and 2011.

XML

Retirement Plans (Details 7) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Net (loss) gain on defined benefit plan recognized in accumulated other comprehensive income	$ (56,479)		$ (57,446)
Total recognized in accumulated other comprehensive income (loss)	(56,479)		(57,446)
Net gain (loss) on defined benefit plan to be amortized from accumulated other comprehensive income in the next fiscal year	(3,523)
Defined benefit plan amounts that will be amortized from accumulated other comprehensive income (loss) in the next fiscal year	(3,523)
U.S. Retiree Healthcare Plan
Defined Benefit Plan Disclosure [Line Items]
Net (loss) gain on defined benefit plan recognized in accumulated other comprehensive income	(395)		(299)
Prior service credit (cost) from defined benefit plan recognized in accumulated other comprehensive income	105		159
Total recognized in accumulated other comprehensive income (loss)	(290)		(140)
Prior service credit (cost) from defined benefit plan to be amortized from accumulated other comprehensive income in the next fiscal year	54
Defined benefit plan amounts that will be amortized from accumulated other comprehensive income (loss) in the next fiscal year	54
Non-U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Net (loss) gain on defined benefit plan recognized in accumulated other comprehensive income	(13,674)	[1]	(2,416)	[1]
Prior service credit (cost) from defined benefit plan recognized in accumulated other comprehensive income	2,938	[1]	3,527	[1]
Total recognized in accumulated other comprehensive income (loss)	(10,736)	[1]	1,111	[1]
Net gain (loss) on defined benefit plan to be amortized from accumulated other comprehensive income in the next fiscal year	(523)
Prior service credit (cost) from defined benefit plan to be amortized from accumulated other comprehensive income in the next fiscal year	248
Defined benefit plan amounts that will be amortized from accumulated other comprehensive income (loss) in the next fiscal year	$ (275)

[1] Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

XML

Retirement Plans (Details 9)	12 Months Ended
	Dec. 31, 2012
U. S. Pension Plans And U. S. Retiree Healthcare Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Target allocation of equity securities in defined benefit plan	60.00%
Target allocation of debt securities in defined benefit plan	25.00%
Target allocation of cash and cash equivalents in defined benefit plan	5.00%
Target allocation of other investments in defined benefit plan	10.00%
Target allocation of equity securities in defined benefit plan, range minimum	40.00%
Target allocation of equity securities in defined benefit plan, range maximum	80.00%
Target allocation of debt securities in defined benefit plan, range minimum	20.00%
Target allocation of debt securities in defined benefit plan, range maximum	60.00%
Target allocation of cash and cash equivalents in defined benefit plan, range minimum	0.00%
Target allocation of cash and cash equivalents in defined benefit plan, range maximum	20.00%
Target allocation of other investments in defined benefit plan, range minimum	0.00%
Target allocation of other investments in defined benefit plan, range maximum	20.00%
Target minimum return on assets as a % above the one-year constant maturity Treasury bond yield	2.50%
Target allocation of foreign equity securities within total equity securities in defined benefit plan	20.00%
Non-U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Target allocation of equity securities in defined benefit plan	0.00%
Target allocation of debt securities in defined benefit plan	0.00%
Target allocation of cash and cash equivalents in defined benefit plan	20.00%
Target allocation of other investments in defined benefit plan	80.00%

XML

Retirement Plans (Details 6) (USD $)	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Defined Benefit Plan Disclosure [Line Items]
Total recognized in other comprehensive income (loss)	$ (11,092,000)		$ (18,835,000)		$ (4,328,000)
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	9,000		7,000		55,000
Interest cost	5,806,000		6,166,000		6,315,000
Expected return on plan assets	(7,619,000)		(7,443,000)		(7,123,000)
Net amortization: Net actuarial loss (gain)	3,009,000		1,782,000		1,095,000
Net periodic pension cost	1,205,000		512,000		342,000
Net gain (loss) arising during the year	2,042,000		23,170,000		5,198,000
Amortization: Net gain (loss) recognized in net periodic pension cost	(3,009,000)		(1,782,000)		(1,095,000)
Total recognized in other comprehensive income (loss)	(967,000)		21,388,000		4,103,000
U.S. Retiree Healthcare Plan
Defined Benefit Plan Disclosure [Line Items]
Service cost	720,000		545,000		427,000
Interest cost	350,000		364,000		356,000
Expected return on plan assets	(287,000)		(277,000)		(226,000)
Net amortization: Prior service cost (credit)	(54,000)		(53,000)		(53,000)
Net periodic pension cost	729,000		579,000		504,000
Net gain (loss) arising during the year	96,000		546,000		(605,000)
Amortization: Prior service credit (cost) recognized in net periodic pension cost	54,000		53,000		53,000
Total recognized in other comprehensive income (loss)	150,000		599,000		(552,000)
Non-U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	3,752,000	[1]	1,872,000	[1]	1,710,000	[1]
Interest cost	1,988,000	[1]	1,079,000	[1]	1,027,000	[1]
Expected return on plan assets	(838,000)	[1]	(313,000)	[1]	(329,000)	[1]
Net amortization: Prior service cost (credit)	(267,000)	[1]	(89,000)	[1]
Net amortization: Net actuarial loss (gain)	367,000	[1]	37,000	[1]	11,000	[1]
Net periodic pension cost	5,002,000	[1]	2,586,000	[1]	2,419,000	[1]
Prior service credit (cost)			(3,619,000)	[1]
Net gain (loss) arising during the year	5,622,000	[1]	481,000	[1]	627,000	[1]
Amortization: Prior service credit (cost) recognized in net periodic pension cost	267,000	[1]	89,000	[1]
Amortization: Net gain (loss) recognized in net periodic pension cost	(367,000)	[1]	(37,000)	[1]	(11,000)	[1]
Other plans' impact on other comprehensive income (loss)	5,970,000	[1]
Foreign currency impact on defined benefit plan amounts recognized in other comprehensive income (loss)	424,000	[1]	55,000	[1]	253,000	[1]
Total recognized in other comprehensive income (loss)	11,916,000	[1]	(3,031,000)	[1]	869,000	[1]
Other plans' impact on accumulated other comprehensive income (loss)	4,000,000
Other plans' impact on deferred tax assets	$ 2,000,000

[1] Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

XML

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2012

Acquisitions [Abstract]

Purchase Price Allocation

The following table presents the fair values, as determined by the Company, of 100% of the assets and liabilities owned and recorded in connection with the acquisitions of Blue Reference, the Israeli sales and service distributor and Baehr (in thousands):

Cash		$	1,148
Accounts receivable			319
Inventory			2,887
Property, plant and equipment			1,254
Other assets			412
Goodwill			18,460
Intangible assets			15,966
	Total assets acquired		40,446
Accrued expenses and other current liabilities			2,896
Debt			732
Deferred tax liability			4,654
	Cash consideration paid	$	32,164

XML

Income Taxes (Details 1) (USD $)	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 29, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Oct. 01, 2011	Jul. 02, 2011	Apr. 02, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Effective Income Tax Rate Reconciliation [Line Items]
Effective income tax rate									5.40%	15.00%	12.80%
Percentage point change in effective tax rate									(8.6)		(2.1)
Income Taxes [Abstract]
Excess tax benefit related to stock option plans									$ 10,568,000	$ 32,239,000	$ 10,809,000
Unremitted earnings of foreign subsidiaries									2,000,000,000
Components of Income Tax Expense (Benefit) [Line Items]
Income from operations before income taxes	153,032,000	115,822,000	114,276,000	104,495,000	158,681,000	121,718,000	116,328,000	112,525,000	487,625,000	509,252,000	437,863,000
Current income tax expense (benefit)									78,401,000	82,108,000	71,137,000
Deferred income tax expense (benefit)									(52,219,000)	(5,824,000)	(15,037,000)
Federal income tax expense (benefit)									39,840,000	33,242,000	21,599,000
State income tax expense (benefit)									5,599,000	5,661,000	3,491,000
Foreign income tax expense (benefit)									(19,257,000)	37,381,000	31,010,000
Federal tax computed at U.S. statutory income tax rate									170,669,000	178,238,000	153,252,000
State income tax, net of federal income tax benefit									3,639,000	3,679,000	2,269,000
Recognition of deferred tax asset associated with non-U.S. net operating loss	(36,410,000)								(36,410,000)
Net effect of foreign operations									(108,893,000)	(102,528,000)	(97,312,000)
Other income tax reconciliation adjustments									(2,823,000)	(3,105,000)	(2,109,000)
Provision for income taxes	(22,912,000)	16,713,000	16,552,000	15,829,000	21,534,000	20,461,000	16,253,000	18,036,000	26,182,000	76,284,000	56,100,000
Domestic
Components of Income Tax Expense (Benefit) [Line Items]
Income from operations before income taxes									116,071,000	102,998,000	60,470,000
Foreign
Components of Income Tax Expense (Benefit) [Line Items]
Income from operations before income taxes									$ 371,554,000	$ 406,254,000	$ 377,393,000
U K Tax Contingency [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Percentage point change in effective tax rate										(0.3)

XML

Business Segment Information

12 Months Ended

Dec. 31, 2012

Business Segment Information [Abstract]

Business Segment Information

14  Business Segment Information

The accounting standards for segment reporting establish standards for reporting information about operating segments in annual financial statements and require selected information for those segments to be presented in interim financial reports of public business enterprises. They also establish standards for related disclosures about products and services, geographic areas and major customers. The Company's business activities, for which discrete financial information is available, are regularly reviewed and evaluated by the chief operating decision makers. As a result of this evaluation, the Company determined that it has two operating segments: Waters Division and TA Division.

Waters Division is primarily in the business of designing, manufacturing, distributing and servicing LC and MS instruments, columns and other chemistry consumables that can be integrated and used along with other analytical instruments. TA Division is primarily in the business of designing, manufacturing, distributing and servicing thermal analysis, rheometry and calorimetry instruments. The Company's two divisions are its operating segments and each has similar economic characteristics; product processes; products and services; types and classes of customers; methods of distribution and regulatory environments. Because of these similarities, the two segments have been aggregated into one reporting segment for financial statement purposes. Please refer to the consolidated financial statements for financial information regarding the one reportable segment of the Company.

Net sales for the Company's products and services are as follows for the years endedDecember 31, 2012, 2011 and 2010 (in thousands):

			2012		2011		2010
Product net sales:
	Waters instrument systems		$	828,458	$	878,367	$	772,631
	Chemistry			294,787		292,506		264,368
	TA instrument systems			157,262		151,263		129,628
		Total product sales		1,280,507		1,322,136		1,166,627
Service net sales:
	Waters service			509,412		480,553		434,352
	TA service			53,722		48,495		42,392
		Total service sales		563,134		529,048		476,744
Total net sales			$	1,843,641	$	1,851,184	$	1,643,371

Geographic sales information is presented below for the years ended December 31, 2012, 2011 and 2010 (in thousands):

				2012		2011		2010
Net Sales:
	United States			$	531,912	$	530,606	$	499,535
	Europe				549,341		574,770		494,638
	Asia:
		China			212,701		175,409		147,389
		Japan			207,340		211,893		187,581
		Asia Other			215,612		222,082		205,679
			Total Asia		635,653		609,384		540,649
	Other				126,735		136,424		108,549
Total net sales				$	1,843,641	$	1,851,184	$	1,643,371

The Other category includes Canada, Latin America and Puerto Rico. Net sales are attributable to geographic areas based on the region of destination. None of the Company's individual customers accounts for more than 3%of annual Company sales.

Long-lived assets information at December 31, 2012 and 2011 is presented below (in thousands):

		2012		2011
Long-lived assets:
	United States	$	173,932	$	180,750
	Europe		89,389		46,082
	Japan		964		1,228
	Asia		7,503		7,702
	Other		1,491		1,333
Total long-lived assets		$	273,279	$	237,095

The Other category includes Canada, Latin America and Puerto Rico. Long-lived assets exclude goodwill, other intangible assets and other assets.

XML

Income Taxes (Policies)

12 Months Ended

Dec. 31, 2012

Income Taxes [Abstract]

Uncertain Income Tax Reporting Positions Policy

The Company accounts for its uncertain tax return reporting positions in accordance with the accounting standardsfor income taxes, which require financial statement reporting of the expected future tax consequences of those tax reporting positions on the presumption that all concerned tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances, but prohibit any discounting of those unrecognized tax benefits for the time value of money.

XML

Goodwill and Other Intangibles (Details) (USD $)	12 Months Ended												3 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Purchased intangibles [Member]	Dec. 31, 2011 Purchased intangibles [Member]	Dec. 31, 2012 Capitalized software [Member]	Dec. 31, 2011 Capitalized software [Member]	Dec. 31, 2012 Capitalized software [Member] New software platform [Member]	Dec. 31, 2012 Licenses [Member]	Dec. 31, 2011 Licenses [Member]	Dec. 31, 2012 Patents and other intangibles [Member]	Dec. 31, 2011 Patents and other intangibles [Member]	Sep. 29, 2012 Trademarks [Member]	Dec. 31, 2012 Trademarks [Member]	Jul. 18, 2011 Anter [Member]	Jan. 30, 2012 Baehr [Member]	Dec. 31, 2012 Israeli sales and service distributor [Member]	Jul. 13, 2012 Blue Reference [Member]
Goodwill And Intangible Assets [Line Items]
Goodwill	$ 316,834,000	$ 297,071,000
Goodwill acquired	18,460,000,000														6,000,000	7,000,000	4,000,000	8,000,000
Goodwill foreign currency translation adjustments	2,000,000
Intangible assets acquired	15,966,000,000														4,000,000
Amortization of intangibles	31,409,000	29,856,000	28,137,000										4,000,000	4,000,000
Estimated future amortization expense for the next twelve months, range minimum	40,000,000
Estimated future amortization expense for the next twelve months, range maximum	45,000,000
Estimated future amortization expense for year two, range minimum	40,000,000
Estimated future amortization expense for year two, range maximum	45,000,000
Estimated future amortization expense for year three, range minimum	40,000,000
Estimated future amortization expense for year three, range maximum	45,000,000
Estimated future amortization expense for year four, range minimum	40,000,000
Estimated future amortization expense for year four, range maximum	45,000,000
Estimated future amortization expense for year five, range minimum	40,000,000
Estimated future amortization expense for year five, range maximum	45,000,000
Intangible Assets [Line Items]
Intangible assets, gross	495,740,000	431,675,000		154,749,000	138,001,000	293,589,000	253,379,000	102,000,000	7,112,000	6,597,000	40,290,000	33,698,000
Intangible assets, accumulated amortization	$ 275,595,000	$ 239,683,000		$ 94,498,000	$ 80,023,000	$ 155,394,000	$ 138,573,000		$ 6,361,000	$ 6,039,000	$ 19,342,000	$ 15,048,000
Intangible assets, average useful life in years	7	7		11	10	5	5	10	6	6	8	8

XML

Retirement Plans (Tables)

12 Months Ended

Dec. 31, 2012

Retirement Plans [Abstract]

Defined Benefit Plan, Projected Benefit Obligation

The summary of the projected benefit obligations at December 31, 2012 and 2011 is as follows (in thousands):

		2012						2011
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans*		Plans		Plan		Plans*
Projected benefit obligation, January 1		$	136,256	$	9,146	$	29,195	$	118,459	$	7,724	$	29,504
	Service cost		9		1,447		4,318		7		1,214		1,872
	Interest cost		5,806		350		1,988		6,166		364		1,079
	Actuarial losses		6,184		325		5,790		13,884		331		439
	Disbursements		(3,208)		(480)		(1,011)		(2,260)		(487)		(1,462)
	Plan amendments		-		-		-		-		-		(2,640)
	Other plans*		-		-		25,041		-		-		-
	Currency impact		-		-		(464)		-		-		403
Projected benefit obligation, December 31		$	145,047	$	10,788	$	64,857	$	136,256	$	9,146	$	29,195
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

Defined Benefit Plan, Accumulated Benefit Obligation

The accumulated benefit obligations at December 31, 2012 and 2011 are as follows (in thousands):

2012

2011

U.S.

U.S. Retiree

Non-U.S.

U.S.

U.S. Retiree

Non-U.S.

Pension

Healthcare

Pension

Pension

Healthcare

Pension

Plans

Plan

Plans*

Plans

Plan

Plans*

Accumulated benefit obligation

$

145,045

**

$

55,937

$

136,240

**

$

26,210

*

Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

**

Not applicable.

Defined Benefit Plan, Fair Value of Plan Assets

The summary of the fair value of the plan assets at December 31, 2012 and 2011 is as follows (in thousands):

		2012						2011
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans*		Plans		Plan		Plans*
Fair value of assets, January 1		$	91,610	$	4,319	$	12,798	$	93,187	$	3,808	$	11,934
	Actual return on plan assets		11,761		516		1,007		(1,844)		61		271
	Company contributions		6,409		275		4,243		2,527		268		1,874
	Employee contributions		-		727		566		-		669		-
	Disbursements		(3,208)		(480)		(1,011)		(2,260)		(487)		(1,462)
	Other plans*		-		-		18,382		-		-		-
	Currency impact		-		-		(126)		-		-		181
Fair value of assets, December 31		$	106,572	$	5,357	$	35,859	$	91,610	$	4,319	$	12,798
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

Defined Benefit, Funded Status of Plan

The summary of the funded status of the plans at December 31, 2012 and 2011 is as follows (in thousands):

		2012						2011
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans*		Plans		Plan		Plans*
Projected benefit obligation		$	(145,047)	$	(10,788)	$	(64,857)	$	(136,256)	$	(9,146)	$	(29,195)
Fair value of plan assets			106,572		5,357		35,859		91,610		4,319		12,798
Projected benefit obligation in
	excess of fair value of plan assets	$	(38,475)	$	(5,431)	$	(28,998)	$	(44,646)	$	(4,827)	$	(16,397)
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

Defined Benefit Plan, Amounts Recognized in Balance Sheet

The summary of the amounts recognized in the consolidated balance sheets for the plans at December 31, 2012 and 2011 is as follows (in thousands):

		2012						2011
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans*		Plans		Plan		Plans*
Long-term assets		$	-	$	-	$	1,407	$	-	$	-	$	1,817
Current liabilities			(140)		(283)		(175)		(149)		-		(108)
Long-term liabilities			(38,335)		(5,148)		(30,230)		(44,497)		(4,827)		(18,106)
Net amount recognized at December 31		$	(38,475)	$	(5,431)	$	(28,998)	$	(44,646)	$	(4,827)	$	(16,397)
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

Defined Benefit Plan, Net Periodic Benefit Cost

The summary of the components of net periodic pension costs for the plans for the years endedDecember 31, 2012, 2011 and 2010 is as follows (in thousands):

		2012						2011						2010
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans*		Plans		Plan		Plans*		Plans		Plan		Plans*
Service cost		$	9	$	720	$	3,752	$	7	$	545	$	1,872	$	55	$	427	$	1,710
Interest cost			5,806		350		1,988		6,166		364		1,079		6,315		356		1,027
Expected return on plan
	assets		(7,619)		(287)		(838)		(7,443)		(277)		(313)		(7,123)		(226)		(329)
Net amortization:
	Prior service credit		-		(54)		(267)		-		(53)		(89)		-		(53)		-
	Net actuarial loss		3,009		-		367		1,782		-		37		1,095		-		11
Net periodic pension cost		$	1,205	$	729	$	5,002	$	512	$	579	$	2,586	$	342	$	504	$	2,419
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

Defined Beneift Plan, Amounts Recognized in Other Comprehensive Income (Loss)

The summary of the changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the years endedDecember 31, 2012, 2011 and 2010 is as follows (in thousands):

		2012						2011						2010
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans*		Plans		Plan		Plans*		Plans		Plan		Plans*
Prior service cost		$	-	$	-	$	-	$	-	$	-	$	(3,619)	$	-	$	-	$	-
Net gain (loss) arising during the year			2,042		96		5,622		23,170		546		481		5,198		(605)		627
Amortization:
	Prior service credit		-		54		267		-		53		89		-		53		-
	Net loss		(3,009)		-		(367)		(1,782)		-		(37)		(1,095)		-		(11)
Other Plans*			-		-		5,970		-		-		-		-		-		-
Currency impact			-		-		424		-		-		55		-		-		253
Total recognized in other
	comprehensive (loss) income	$	(967)	$	150	$	11,916	$	21,388	$	599	$	(3,031)	$	4,103	$	(552)	$	869
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

Defined Benefit Plan, Accumulated Other Comprehensive Income

The summary of the amounts included in accumulated other comprehensive (loss) income in stockholders' equity for the plans at December 31, 2012 and 2011 is as follows (in thousands):

		2012						2011
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans*		Plans		Plan		Plans*
Net loss		$	(56,479)	$	(395)	$	(13,674)	$	(57,446)	$	(299)	$	(2,416)
Prior service credit			-		105		2,938		-		159		3,527
Total		$	(56,479)	$	(290)	$	(10,736)	$	(57,446)	$	(140)	$	1,111
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

Defined Benefit Plan, Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized Over Next Fiscal Year

The summary of the amounts included in accumulated other comprehensiveincome (loss) expected to be included in next year's net periodic benefit cost for the plans at December 31, 2012 is as follows (in thousands):

	2012
	U.S.		U.S. Retiree		Non-U.S.
	Pension		Healthcare		Pension
	Plans		Plan		Plans
Net loss	$	(3,523)	$	-	$	(523)
Prior service credit		-		54		248
Total	$	(3,523)	$	54	$	(275)

Defined Benefit Plan, Actual Plan Asset Allocations

The plans' investment asset mix is as follow at December 31, 2012 and 2011:

		2012			2011
		U.S.	U.S. Retiree	Non-U.S.	U.S.	U.S. Retiree	Non-U.S.
		Pension	Healthcare	Pension	Pension	Healthcare	Pension
		Plans	Plan	Plans*	Plans	Plan	Plans*
Equity securities		65%	57%	0%	62%	61%	0%
Debt securities		33%	22%	0%	35%	27%	0%
Cash and cash equivalents		2%	21%	17%	3%	12%	45%
Insurance contracts and other		0%	0%	83%	0%	0%	55%
Total		100%	100%	100%	100%	100%	100%
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

Defined Benefit Plan, Target Asset Allocations

The plans' investment policies include the following asset allocation guidelines:

	U.S. Pension and U.S. Retiree				Non-U.S.
	Healthcare Plans				Pension Plans
	Policy Target	Range			Policy Target
Equity securities	60%	40%	-	80%	0%
Debt securities	25%	20%	-	60%	0%
Cash and cash equivalents	5%	0%	-	20%	20%
Other	10%	0%	-	20%	80%

Defined Benefit Plan, Fair Value Measurement of Plan Assets

The fair value of the Company's retirement plan assets are as follows at December 31, 2012 (in thousands):

						Quoted Prices
						in Active		Significant
						Markets		Other		Significant
				Total at		for Identical		Observable		Unobservable
				December 31,		Assets		Inputs		Inputs
				2012		(Level 1)		(Level 2)		(Level 3)
U.S. Pension Plans:
	Mutual funds(a)			$	93,061	$	92,830	$	231	$	-
	Common stocks(b)				4,886		4,886		-		-
	Cash equivalents(c)				2,359		-		2,359		-
	Hedge funds(d)				6,266		-		-		6,266
		Total U.S. Pension Plans			106,572		97,716		2,590		6,266
U.S. Retiree Healthcare Plan:
	Mutual funds(e)				4,236		4,236		-		-
	Cash equivalents(c)				1,121		-		1,121		-
		Total U.S. Retiree Healthcare Plan			5,357		4,236		1,121		-
Non-U.S. Pension Plans*:
	Cash equivalents(c)				6,162		6,162		-		-
	Bank and insurance investment contracts(f)				29,697		-		-		29,697
		Total Non-U.S. Pension Plans			35,859		6,162		-		29,697
			Total fair value of retirement plan assets	$	147,788	$	108,114	$	3,711	$	35,963

The fair value of the Company's retirement plan assets are as follows at December 31, 2011 (in thousands):

						Quoted Prices
						in Active		Significant
						Markets		Other		Significant
				Total at		for Identical		Observable		Unobservable
				December 31,		Assets		Inputs		Inputs
				2011		(Level 1)		(Level 2)		(Level 3)
U.S. Pension Plans:
	Mutual funds(g)			$	78,631	$	78,327	$	304	$	-
	Common stocks(b)				3,911		3,911		-		-
	Cash equivalents(c)				3,050		-		3,050		-
	Hedge funds(d)				6,018		-		-		6,018
		Total U.S. Pension Plans			91,610		82,238		3,354		6,018
U.S. Retiree Healthcare Plan:
	Mutual funds(h)				3,798		3,798		-		-
	Cash equivalents(c)				521		-		521		-
		Total U.S. Retiree Healthcare Plan			4,319		3,798		521		-
Non-U.S. Pension Plans*:
	Cash equivalents(c)				5,759		5,759		-		-
	Bank and insurance investment contracts(f)				7,039		-		-		7,039
		Total Non-U.S. Pension Plans			12,798		5,759		-		7,039
			Total fair value of retirement plan assets	$	108,727	$	91,795	$	3,875	$	13,057

*       Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

• The mutual fund balance in the U.S. Pension Plans are invested in the following categories: 34% in the common stock of large-cap U.S. companies, 27% in the common stock of international growth companies, and 39% in fixed income bonds issued by U.S. companies and by the U.S. government and its agencies.
• Represents primarily amounts invested in common stock of technology, healthcare, financial, energy and consumer staples and discretionary U.S. companies.
• Primarily represents money market funds held with various financial institutions.
• Hedge fund invests in both short and long term U.S. common stocks. Management of the hedge funds has the ability to shift investments from value to growth strategies, from large to small capitalization stocks and from a net long position to a net short position.
• The mutual fund balance in the U.S. Retiree Healthcare Plan is invested in the following categories: 63% in the common stock of large-cap U.S. companies, 9% in the common stock of international growth companies and 28% in fixed income bonds of U.S. companies and U.S. government.
• Amount represents bank and insurance guaranteed investment contracts.
• The mutual fund balance in the U.S. Pension Plans are invested in the following categories: 38% in the common stock of large-cap U.S. companies, 23% in the common stock of international growth companies, and 39% in fixed income bonds issued by U.S. companies and by the U.S. government and its agencies.
• The mutual fund balance in the U.S. Retiree Healthcare Plan is invested in the following categories: 61% in the common stock of large-cap U.S. companies, 9% in the common stock of international growth companies and 30% in fixed income bonds of U.S. companies and U.S. government.

Defined Benefit Plan, Fair Value of Plan Assets, Unobservable Input Reconciliation

The following table summarizes the changes in fair value of the Level 3 retirement plan assets for the years ended December 31, 2012 and 2011 (in thousands):

						Insurance
						Guaranteed
				Hedge		Investment
		Total		Funds		Contracts
Fair value of assets, December 31, 2010		$	10,795	$	4,882	$	5,913
	Net purchases (sales) and appreciation (depreciation)		2,262		1,136		1,126
Fair value of assets, December 31, 2011			13,057		6,018		7,039
	Net purchases (sales) and appreciation (depreciation)		4,524		248		4,276
	Other Plans*		18,382		-		18,382
Fair value of assets, December 31, 2012		$	35,963	$	6,266	$	29,697
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

Defined Benefit Plan, Weighted-Average Assumptions Used in Calculating Benefit Obligation

The weighted-average assumptions used to determine the benefit obligation in the consolidated balance sheets at December 31, 2012, 2011 and 2010 are as follows:

	2012		2011		2010
	U.S.	Non-U.S.	U.S.	Non-U.S.	U.S.	Non-U.S.
Discount rate	3.90%	3.10%	4.33%	3.29%	5.31%	3.63%
Increases in compensation levels	4.75%	2.59%	4.75%	2.91%	4.75%	2.90%

Defined Benefit Plan, Weighted-Average Assumptions Used in Calculating Net Periodic Benefit Cost

The weighted-average assumptions used to determine the pension cost at December 31, 2012, 2011 and 2010 are as follows:

	2012		2011		2010
	U.S.	Non-U.S.	U.S.	Non-U.S.	U.S.	Non-U.S.
Discount rate	4.26%	3.29%	5.10%	3.63%	5.95%	4.05%
Return on assets	7.12%	1.88%	7.20%	2.50%	6.86%	3.07%
Increases in compensation levels	4.75%	2.91%	4.75%	2.90%	4.75%	2.94%

Defined Benefit Plan, Estimated Future Benefit Payments

Estimated future benefit payments as of December 31, 2012 are as follows (in thousands):

	U.S. Pension and		Non-U.S.
	Retiree Healthcare		Pension
	Plans		Plans		Total
2013	$	5,368	$	939	$	6,307
2014		6,399		1,104		7,503
2015		7,129		1,321		8,450
2016		7,483		3,950		11,433
2017		8,138		2,010		10,148
2018 - 2022		53,346		13,705		67,051

XML

Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net income	$ 461,443	$ 432,968	$ 381,763
Foreign currency translation	17,279	(12,644)	(24,568)
Unrealized (losses) gains on investments before income taxes	(995)	966	19
Income tax benefit (expense) on unrealized (losses) gains on investments	348	(339)	(7)
Unrealized (losses) gains on investments, net of tax	(647)	627	12
Retirement liability adjustment	(11,092)	(18,835)	(4,328)
Income tax benefit	4,120	6,592	1,515
Retirement liability adjustment, net of tax	(6,972)	(12,243)	(2,813)
Other comprehensive income (loss)	9,660	(24,260)	(27,369)
Comprehensive income	$ 471,103	$ 408,708	$ 354,394

XML

Inventories

12 Months Ended

Dec. 31, 2012

Inventory Items, Net Of Reserves Alternative [Abstract]

Inventories Disclosure

3  Inventories

Inventories are classified as follows (in thousands):

		December 31,
		2012		2011
Raw materials		$	73,280	$	71,993
Work in progress			16,133		12,293
Finished goods			140,152		128,578
	Total inventories	$	229,565	$	212,864

XML

Retirement Plans (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Defined Benefit Plan Disclosure [Line Items]
Method used to amortize net gains and losses in defined benefit plan	amortize cumulative actuarial gains and losses in excess of 10% of the larger of the market-related value of plan assets and the projected benefit obligation over the expected future service of active participants.
Estimated future employer contributions to defined benefit plans in the next fiscal year, range minimum	$ 8,000,000
Estimated future employer contributions to defined benefit plans in the next fiscal year, range maximum	10,000,000
Other Non-U S Retirement Plans [Member]
Retirement Plan Disclosures [Line Items]
Company contributions to retirement plans	11,000,000		10,000,000		9,000,000
U S Defined Contribution Plan [Member]
Defined Contribution Plans Disclosure [Line Items]
Employee 401(k) contributions, lower range limit	1.00%
Employee 401(k) contributions, upper range limit	30.00%
Company 401(k) matching contribution rate	100.00%
Company 401(k) matching contribution limit	6.00%
Vesting schedule for 401(k) plan	Employees are 100% vested in employee and Company matching contributions.
Company contributions to defined contribution plans	12,000,000		12,000,000		11,000,000
U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Accumulated benefit obligation	145,045,000		136,240,000
Non-U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Accumulated benefit obligation	$ 55,937,000	[1]	$ 26,210,000	[1]

[1] Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

XML

Retirement Plans (Details 12)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
U. S. Pension Plans And U. S. Retiree Healthcare Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate assumptions used in calculating projected benefit obligation	3.90%	4.33%	5.31%
Rate of compensation increase assumptions used in calculating projected benefit obligation	4.75%	4.75%	4.75%
Discount rate assumptions used in calculating net periodic pension cost	4.26%	5.10%	5.95%
Return on assets assumptions used in calculating net periodic pension cost	7.12%	7.20%	6.86%
Rate of compensation increase assumptions used in calculating net periodic pension cost	4.75%	4.75%	4.75%
Non-U.S. Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Discount rate assumptions used in calculating projected benefit obligation	3.10%	3.29%	3.63%
Rate of compensation increase assumptions used in calculating projected benefit obligation	2.59%	2.91%	2.90%
Discount rate assumptions used in calculating net periodic pension cost	3.29%	3.63%	4.05%
Return on assets assumptions used in calculating net periodic pension cost	1.88%	2.50%	3.07%
Rate of compensation increase assumptions used in calculating net periodic pension cost	2.91%	2.90%	2.94%
Waters Retirement Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Effect of one-quarter percentage point increase in discount rate on net periodic benefit cost	less than $1 million
Effect of one-quarter percentage point increase in return on assets on net periodic benefit cost	less than $1 million

XML

Stock-Based Compensation (Policies)

12 Months Ended

Dec. 31, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation Policy

The Company accounts for stock-based compensation costs in accordance with the accounting standards for stock-based compensation, which require that all share-based payments to employees be recognized in the statements of operations based on their fair values. The Company recognizes the expense using the straight-line attribution method. The stock-based compensation expense recognized in the consolidated statements of operations is based on awards that ultimately are expected to vest; therefore, the amount of expense has been reduced for estimated forfeitures. The stock-based compensation accounting standards require forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical experience. If actual results differ significantly from these estimates, stock-based compensation expense and the Company's results of operations could be materially impacted. In addition, if the Company employs different assumptions in the application of these standards, the compensation expense that the Company records in the future periods may differ significantly from what the Company has recorded in the current period.

Stock Options

In determining the fair value of the stock options, the Company makes a variety of assumptions and estimates, including volatility measures, expected yields and expected stock option lives. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model. The Company uses implied volatility on its publicly-traded options as the basis for its estimate of expected volatility. The Company believes that implied volatility is the most appropriate indicator of expected volatility because it is generally reflective of historical volatility and expectations of how future volatility will differ from historical volatility. The expected life assumption for grants is based on historical experience for the population of non-qualified stock optionees. The risk-free interest rate is the yield currently available on U.S. Treasury zero-coupon issues with a remaining term approximating the expected term used as the input to the Black-Scholes model.

XML

Other Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Future Minimum Payments Due Under Non-Cancelabe Leases [Abstract]

Schedule of Future Minimum Payments Due Under Non-Cancelable Leases

Future minimum rents payable as of December 31, 2012 under non-cancelable leases with initial terms exceeding one year are as follows (in thousands):

2013	$	23,243
2014		18,135
2015		11,456
2016		7,259
2017 and thereafter		18,019

XML

Retirement Plans

12 Months Ended

Dec. 31, 2012

Retirement Plans [Abstract]

Retirement Plans

13  Retirement Plans

U.S. employees are eligible to participate in the Waters Employee Investment Plan, a 401(k) defined contribution plan, immediately upon hire. Employees may contribute from 1% to 30% of eligible pay on a pre-tax basis andthe Company makes matching contributions of 100% for contributions up to 6% of eligible pay. Employees are 100% vested in employee and Company matching contributions. For the years ended December 31, 2012, 2011 and 2010, the Company's matching contributions amounted to $12 million, $12 million and $11 million, respectively.

The Company maintains two defined benefit plans in the U.S.for which the pay credit accruals have been frozen, the Waters Retirement Plan and the Waters Retirement Restoration Plan (collectively, the “U.S. Pension Plans”). The Company also sponsors other employee benefit plans in the U.S., including a retiree healthcare plan, which provides reimbursement for medical expenses and is contributory. There are various employee benefit plans outside the United States (both defined benefit and defined contribution plans). Certain non-U.S. defined benefit plans (“Non-U.S. Pension Plans”) are included in the disclosures below, which are required under the accounting standards for retirement benefits.

During 2012, the Company identified additional defined benefit pension plans in certain non-U.S. countries that had not historically been accounted for in accordance with GAAP in the Company's consolidated financial statements. The cumulative impact of these plans was (i) an understatement of the Company's long-term pension liability of $6 million, an understatement of accumulated other comprehensive income of $4 million and an understatement of long-term deferred tax assets of $2 million and (ii) an omission of pension disclosures in previous years that resulted in the 2012 projected benefit obligation and plan assets increasing $25 million and $18 million, respectively. The impact of these adjustments was reflected in the related 2012 fair value and other pension disclosures below.

The Company corrected the errors describe above through an out-of-period adjustment to the consolidated balance sheet andstatements of comprehensive income and stockholders' equity during the first quarter of the year ended December 31, 2012. The errors did not impact the Company's consolidated statement of operations or statement of cash flows. Management concluded that the adjustments described above to correct the cumulative effect of the omission of these plans were not material to the results for the first quarter of 2012 or for the year ended December 31, 2012. In addition, management concluded that the omission of these plans was not material to any previously issued annual or quarterly financial statements, individually or in the aggregate.

The Company contributed $3 million, $2 million and $2 million in the years ended December 31, 2012, 2011 and 2010, respectively, to the non-U.S. plans that were previously omitted from the required disclosures.The Company contributed $11 million, $10 million and $9 million in the years ended December 31, 2012, 2011 and 2010, respectively, to the remaining non-U.S. plans (primarily defined contribution plans) which are currently outside of the scope of the required disclosures. The eligibilityand vesting of non-U.S. plans are generally consistent with local laws and regulations.

The net periodic pension cost is made up of several components that reflect different aspects of the Company's financial arrangements as well as the cost of benefits earned by employees. These components are determined using the projected unit credit actuarial cost method and are based on certain actuarial assumptions. The Company's accounting policy is to reflect in the projected benefit obligation all benefit changes to which the Company is committed as of the current valuation date; use a market-related value of assets to determine pension expense; amortize increases in prior service costs on a straight-line basis over the expected future service of active participants as of the date such costs are first recognized; and amortize cumulative actuarial gains and losses in excess of 10% of the larger of the market-related value of plan assets and the projected benefit obligation over the expected future service of active participants.

Summary data for theU.S. Pension Plans, U.S. retiree healthcare plan and Non-U.S. Pension Plans are presented in the following tables, using the measurement dates of December 31, 2012 and 2011, respectively.

The summary of the projected benefit obligations at December 31, 2012 and 2011 is as follows (in thousands):

		2012						2011
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans*		Plans		Plan		Plans*
Projected benefit obligation, January 1		$	136,256	$	9,146	$	29,195	$	118,459	$	7,724	$	29,504
	Service cost		9		1,447		4,318		7		1,214		1,872
	Interest cost		5,806		350		1,988		6,166		364		1,079
	Actuarial losses		6,184		325		5,790		13,884		331		439
	Disbursements		(3,208)		(480)		(1,011)		(2,260)		(487)		(1,462)
	Plan amendments		-		-		-		-		-		(2,640)
	Other plans*		-		-		25,041		-		-		-
	Currency impact		-		-		(464)		-		-		403
Projected benefit obligation, December 31		$	145,047	$	10,788	$	64,857	$	136,256	$	9,146	$	29,195
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

The accumulated benefit obligations at December 31, 2012 and 2011 are as follows (in thousands):

2012

2011

U.S.

U.S. Retiree

Non-U.S.

U.S.

U.S. Retiree

Non-U.S.

Pension

Healthcare

Pension

Pension

Healthcare

Pension

Plans

Plan

Plans*

Plans

Plan

Plans*

Accumulated benefit obligation

$

145,045

**

$

55,937

$

136,240

**

$

26,210

*

Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

**

Not applicable.

The summary of the fair value of the plan assets at December 31, 2012 and 2011 is as follows (in thousands):

		2012						2011
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans*		Plans		Plan		Plans*
Fair value of assets, January 1		$	91,610	$	4,319	$	12,798	$	93,187	$	3,808	$	11,934
	Actual return on plan assets		11,761		516		1,007		(1,844)		61		271
	Company contributions		6,409		275		4,243		2,527		268		1,874
	Employee contributions		-		727		566		-		669		-
	Disbursements		(3,208)		(480)		(1,011)		(2,260)		(487)		(1,462)
	Other plans*		-		-		18,382		-		-		-
	Currency impact		-		-		(126)		-		-		181
Fair value of assets, December 31		$	106,572	$	5,357	$	35,859	$	91,610	$	4,319	$	12,798
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

The summary of the funded status of the plans at December 31, 2012 and 2011 is as follows (in thousands):

		2012						2011
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans*		Plans		Plan		Plans*
Projected benefit obligation		$	(145,047)	$	(10,788)	$	(64,857)	$	(136,256)	$	(9,146)	$	(29,195)
Fair value of plan assets			106,572		5,357		35,859		91,610		4,319		12,798
Projected benefit obligation in
	excess of fair value of plan assets	$	(38,475)	$	(5,431)	$	(28,998)	$	(44,646)	$	(4,827)	$	(16,397)
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

The summary of the amounts recognized in the consolidated balance sheets for the plans at December 31, 2012 and 2011 is as follows (in thousands):

		2012						2011
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans*		Plans		Plan		Plans*
Long-term assets		$	-	$	-	$	1,407	$	-	$	-	$	1,817
Current liabilities			(140)		(283)		(175)		(149)		-		(108)
Long-term liabilities			(38,335)		(5,148)		(30,230)		(44,497)		(4,827)		(18,106)
Net amount recognized at December 31		$	(38,475)	$	(5,431)	$	(28,998)	$	(44,646)	$	(4,827)	$	(16,397)
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

The summary of the components of net periodic pension costs for the plans for the years endedDecember 31, 2012, 2011 and 2010 is as follows (in thousands):

		2012						2011						2010
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans*		Plans		Plan		Plans*		Plans		Plan		Plans*
Service cost		$	9	$	720	$	3,752	$	7	$	545	$	1,872	$	55	$	427	$	1,710
Interest cost			5,806		350		1,988		6,166		364		1,079		6,315		356		1,027
Expected return on plan
	assets		(7,619)		(287)		(838)		(7,443)		(277)		(313)		(7,123)		(226)		(329)
Net amortization:
	Prior service credit		-		(54)		(267)		-		(53)		(89)		-		(53)		-
	Net actuarial loss		3,009		-		367		1,782		-		37		1,095		-		11
Net periodic pension cost		$	1,205	$	729	$	5,002	$	512	$	579	$	2,586	$	342	$	504	$	2,419
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

The summary of the changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the years endedDecember 31, 2012, 2011 and 2010 is as follows (in thousands):

		2012						2011						2010
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans*		Plans		Plan		Plans*		Plans		Plan		Plans*
Prior service cost		$	-	$	-	$	-	$	-	$	-	$	(3,619)	$	-	$	-	$	-
Net gain (loss) arising during the year			2,042		96		5,622		23,170		546		481		5,198		(605)		627
Amortization:
	Prior service credit		-		54		267		-		53		89		-		53		-
	Net loss		(3,009)		-		(367)		(1,782)		-		(37)		(1,095)		-		(11)
Other Plans*			-		-		5,970		-		-		-		-		-		-
Currency impact			-		-		424		-		-		55		-		-		253
Total recognized in other
	comprehensive (loss) income	$	(967)	$	150	$	11,916	$	21,388	$	599	$	(3,031)	$	4,103	$	(552)	$	869
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

The summary of the amounts included in accumulated other comprehensive (loss) income in stockholders' equity for the plans at December 31, 2012 and 2011 is as follows (in thousands):

		2012						2011
		U.S.		U.S. Retiree		Non-U.S.		U.S.		U.S. Retiree		Non-U.S.
		Pension		Healthcare		Pension		Pension		Healthcare		Pension
		Plans		Plan		Plans*		Plans		Plan		Plans*
Net loss		$	(56,479)	$	(395)	$	(13,674)	$	(57,446)	$	(299)	$	(2,416)
Prior service credit			-		105		2,938		-		159		3,527
Total		$	(56,479)	$	(290)	$	(10,736)	$	(57,446)	$	(140)	$	1,111
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

The summary of the amounts included in accumulated other comprehensiveincome (loss) expected to be included in next year's net periodic benefit cost for the plans at December 31, 2012 is as follows (in thousands):

	2012
	U.S.		U.S. Retiree		Non-U.S.
	Pension		Healthcare		Pension
	Plans		Plan		Plans
Net loss	$	(3,523)	$	-	$	(523)
Prior service credit		-		54		248
Total	$	(3,523)	$	54	$	(275)

The plans' investment asset mix is as follow at December 31, 2012 and 2011:

		2012			2011
		U.S.	U.S. Retiree	Non-U.S.	U.S.	U.S. Retiree	Non-U.S.
		Pension	Healthcare	Pension	Pension	Healthcare	Pension
		Plans	Plan	Plans*	Plans	Plan	Plans*
Equity securities		65%	57%	0%	62%	61%	0%
Debt securities		33%	22%	0%	35%	27%	0%
Cash and cash equivalents		2%	21%	17%	3%	12%	45%
Insurance contracts and other		0%	0%	83%	0%	0%	55%
Total		100%	100%	100%	100%	100%	100%
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

The plans' investment policies include the following asset allocation guidelines:

	U.S. Pension and U.S. Retiree				Non-U.S.
	Healthcare Plans				Pension Plans
	Policy Target	Range			Policy Target
Equity securities	60%	40%	-	80%	0%
Debt securities	25%	20%	-	60%	0%
Cash and cash equivalents	5%	0%	-	20%	20%
Other	10%	0%	-	20%	80%

The asset allocation policy for the U.S. Pension Plans and U.S. retiree healthcare plan was developed in consideration of the following long-term investment objectives: achieving a return on assets consistent with the investment policy, achieving portfolio returns which exceed the average return for similarly invested funds and maximizing portfolio returns with at least a return of 2.5% above the one-year constant maturity Treasury bond yield over reasonable measurement periods and based on reasonable market cycles.

Within the equity portfolio of the U.S. retirement plans, investments are diversified among market capitalization and investment strategy. The Company targets a 20% allocation of its U.S. retirement plans' equity portfolio to be invested in financial markets outside of the United States. The Company does not invest in its own stock within the U.S. retirement plans' assets.

The fair value of the Company's retirement plan assets are as follows at December 31, 2012 (in thousands):

						Quoted Prices
						in Active		Significant
						Markets		Other		Significant
				Total at		for Identical		Observable		Unobservable
				December 31,		Assets		Inputs		Inputs
				2012		(Level 1)		(Level 2)		(Level 3)
U.S. Pension Plans:
	Mutual funds(a)			$	93,061	$	92,830	$	231	$	-
	Common stocks(b)				4,886		4,886		-		-
	Cash equivalents(c)				2,359		-		2,359		-
	Hedge funds(d)				6,266		-		-		6,266
		Total U.S. Pension Plans			106,572		97,716		2,590		6,266
U.S. Retiree Healthcare Plan:
	Mutual funds(e)				4,236		4,236		-		-
	Cash equivalents(c)				1,121		-		1,121		-
		Total U.S. Retiree Healthcare Plan			5,357		4,236		1,121		-
Non-U.S. Pension Plans*:
	Cash equivalents(c)				6,162		6,162		-		-
	Bank and insurance investment contracts(f)				29,697		-		-		29,697
		Total Non-U.S. Pension Plans			35,859		6,162		-		29,697
			Total fair value of retirement plan assets	$	147,788	$	108,114	$	3,711	$	35,963

The fair value of the Company's retirement plan assets are as follows at December 31, 2011 (in thousands):

						Quoted Prices
						in Active		Significant
						Markets		Other		Significant
				Total at		for Identical		Observable		Unobservable
				December 31,		Assets		Inputs		Inputs
				2011		(Level 1)		(Level 2)		(Level 3)
U.S. Pension Plans:
	Mutual funds(g)			$	78,631	$	78,327	$	304	$	-
	Common stocks(b)				3,911		3,911		-		-
	Cash equivalents(c)				3,050		-		3,050		-
	Hedge funds(d)				6,018		-		-		6,018
		Total U.S. Pension Plans			91,610		82,238		3,354		6,018
U.S. Retiree Healthcare Plan:
	Mutual funds(h)				3,798		3,798		-		-
	Cash equivalents(c)				521		-		521		-
		Total U.S. Retiree Healthcare Plan			4,319		3,798		521		-
Non-U.S. Pension Plans*:
	Cash equivalents(c)				5,759		5,759		-		-
	Bank and insurance investment contracts(f)				7,039		-		-		7,039
		Total Non-U.S. Pension Plans			12,798		5,759		-		7,039
			Total fair value of retirement plan assets	$	108,727	$	91,795	$	3,875	$	13,057

*       Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

• The mutual fund balance in the U.S. Pension Plans are invested in the following categories: 34% in the common stock of large-cap U.S. companies, 27% in the common stock of international growth companies, and 39% in fixed income bonds issued by U.S. companies and by the U.S. government and its agencies.
• Represents primarily amounts invested in common stock of technology, healthcare, financial, energy and consumer staples and discretionary U.S. companies.
• Primarily represents money market funds held with various financial institutions.
• Hedge fund invests in both short and long term U.S. common stocks. Management of the hedge funds has the ability to shift investments from value to growth strategies, from large to small capitalization stocks and from a net long position to a net short position.
• The mutual fund balance in the U.S. Retiree Healthcare Plan is invested in the following categories: 63% in the common stock of large-cap U.S. companies, 9% in the common stock of international growth companies and 28% in fixed income bonds of U.S. companies and U.S. government.
• Amount represents bank and insurance guaranteed investment contracts.
• The mutual fund balance in the U.S. Pension Plans are invested in the following categories: 38% in the common stock of large-cap U.S. companies, 23% in the common stock of international growth companies, and 39% in fixed income bonds issued by U.S. companies and by the U.S. government and its agencies.
• The mutual fund balance in the U.S. Retiree Healthcare Plan is invested in the following categories: 61% in the common stock of large-cap U.S. companies, 9% in the common stock of international growth companies and 30% in fixed income bonds of U.S. companies and U.S. government.

The following table summarizes the changes in fair value of the Level 3 retirement plan assets for the years ended December 31, 2012 and 2011 (in thousands):

						Insurance
						Guaranteed
				Hedge		Investment
		Total		Funds		Contracts
Fair value of assets, December 31, 2010		$	10,795	$	4,882	$	5,913
	Net purchases (sales) and appreciation (depreciation)		2,262		1,136		1,126
Fair value of assets, December 31, 2011			13,057		6,018		7,039
	Net purchases (sales) and appreciation (depreciation)		4,524		248		4,276
	Other Plans*		18,382		-		18,382
Fair value of assets, December 31, 2012		$	35,963	$	6,266	$	29,697
*	Certain Non-U.S. Pension Plans were omitted from prior year's disclosure. The current year disclosure has been adjusted to include these plans.

The weighted-average assumptions used to determine the benefit obligation in the consolidated balance sheets at December 31, 2012, 2011 and 2010 are as follows:

	2012		2011		2010
	U.S.	Non-U.S.	U.S.	Non-U.S.	U.S.	Non-U.S.
Discount rate	3.90%	3.10%	4.33%	3.29%	5.31%	3.63%
Increases in compensation levels	4.75%	2.59%	4.75%	2.91%	4.75%	2.90%

The weighted-average assumptions used to determine the pension cost at December 31, 2012, 2011 and 2010 are as follows:

	2012		2011		2010
	U.S.	Non-U.S.	U.S.	Non-U.S.	U.S.	Non-U.S.
Discount rate	4.26%	3.29%	5.10%	3.63%	5.95%	4.05%
Return on assets	7.12%	1.88%	7.20%	2.50%	6.86%	3.07%
Increases in compensation levels	4.75%	2.91%	4.75%	2.90%	4.75%	2.94%

To develop the expected long-term rate of return on assets assumption, the Company considered historical returns and future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio and historical expenses paid by the plan. A one-quarter percentage point increase in the assumed long-term rate of return on assets would decrease the Company's net periodic benefit cost for the Waters Retirement Plan by less than $1 million. A one-quarter percentage point increase in the discount rate would decrease the Company's net periodic benefit cost for the Waters Retirement Plan by less than $1 million.

During fiscal year 2013, the Company expects to contribute a total of approximately $8 million to $10 million to the Company's defined benefit plans.Estimated future benefit payments as of December 31, 2012 are as follows (in thousands):

	U.S. Pension and		Non-U.S.
	Retiree Healthcare		Pension
	Plans		Plans		Total
2013	$	5,368	$	939	$	6,307
2014		6,399		1,104		7,503
2015		7,129		1,321		8,450
2016		7,483		3,950		11,433
2017		8,138		2,010		10,148
2018 - 2022		53,346		13,705		67,051