8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported) October 27, 2009

Waters Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

01-14010	13-3668640
(Commission File Number)	(IRS Employer Identification No.)
34 Maple Street, Milford, Massachusetts	01757
(Address of Principal Executive Offices)	(Zip Code)

(508) 478-2000
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

     On October 27, 2009, Waters Corporation announced its results of operations for the quarter ended October 3, 2009. A copy of the related press release is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits

     Exhibit 99.1 Waters Corporation press release dated October 27, 2009 for the quarter ended October 3, 2009.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WATERS CORPORATION
Dated: October 27, 2009	By:	/s/ John Ornell
		Name:	John Ornell
		Title:	Vice President, Finance and Administration and Chief Financial Officer

EX-99.1

Exhibit 99.1

For Immediate Release

Contact: Gene Cassis, Vice President of Investor Relations, 508-482-2349

Waters Corporation Reports Third Quarter 2009 Results

Milford, Massachusetts, October 27, 2009 — Waters Corporation (NYSE/WAT) reported today third quarter 2009 sales of $374 million, a decrease of 3% over sales of $386 million in the third quarter of 2008. These quarterly sales include an adverse foreign currency translation impact of approximately 1%. On a GAAP basis, earnings per diluted share (E.P.S.) for the third quarter were $0.79, compared to $0.71 for the third quarter in 2008. On a non-GAAP basis, E.P.S. were up 3% to $0.81 in the third quarter of 2009 from $0.79 in the third quarter of 2008. A reconciliation of GAAP to non-GAAP E.P.S. is attached.

Through the first nine months of 2009, sales for the Company were $1,070 million, a decrease of 8% in comparison to sales of $1,157 million in the first nine months of 2008. Foreign currency translation contributed negatively to sales growth during the first nine months of 2009 and reduced sales by 4%. E.P.S. for the first nine months of 2009 were $2.26 compared to $2.21 for the comparable period in 2008. On a non-GAAP basis and including adjustments on the attached reconciliation, E.P.S grew 4% in the first nine months of 2009 to $2.33 from $2.24 in 2008.

Commenting on the quarter, Douglas Berthiaume, Chairman, President and Chief Executive Officer said, “Business trends in the third quarter suggest a stabilization of demand by our major end markets. Customer interest in our new products is encouraging and indicates that research-related spending may benefit our future results. Additionally, our focus on expense and balance sheet management is reflected in the third quarter’s financial results, including excellent cash flow generation in the quarter.”

As communicated in a prior press release, Waters Corporation will webcast its third quarter 2009 financial results conference call this morning, October 27, 2009 at 8:30 a.m. eastern time. To listen to the call, connect to www.waters.com, choose “Investor” and click on the Live Webcast. A replay of the call will be available through November 3, 2009, similarly by webcast and also by phone at 203-369-1708.

About Waters Corporation:

Waters Corporation creates business advantage for laboratory-dependent organizations by delivering practical and sustainable innovation to enable significant advancements in such areas as healthcare delivery, environmental management, food safety, and water quality worldwide.

Pioneering a connected portfolio of separations science, laboratory information management, mass spectrometry and thermal analysis, Waters technology breakthroughs and laboratory solutions provide an enduring platform for customer success.

With revenue of $1.58 billion in 2008 and 5,000 employees, Waters is driving scientific discovery and operational excellence for customers worldwide.

CAUTIONARY STATEMENT

This release may contain “forward-looking” statements regarding future results and events, including statements regarding expected financial results, future growth and customer demand that involve a number of risks and uncertainties. For this purpose, any statements that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words, “believes”, “anticipates”, “plans”, “expects”, “intends”, “appears”, “estimates”, “projects”, and similar expressions are intended to identify forward-looking statements. The Company’s actual future results may differ significantly from the results discussed in the forward-looking statements within this release for a variety of reasons, including and without limitation, the impact on demand among the Company’s various market sectors from current economic difficulties and possible recession; the impact of changes in accounting principles and practices or tax rates; shifts in taxable income in jurisdictions with different effective tax rates; the ability to access capital in volatile market conditions; the ability to successfully integrate acquired businesses; fluctuations in capital expenditures by the Company’s customers, in particular large pharmaceutical companies; regulatory and/or administrative obstacles to the timely completion of purchase order documentation; introduction of competing products by other companies and loss of market share; pressures on prices from competitors and/or customers; regulatory obstacles to new product introductions; lack of acceptance of new products; other changes in the demands of the Company’s healthcare and pharmaceutical company customers; changes in distribution of the Company’s products; risks associated with lawsuits and other legal actions, particularly involving claims for infringement of patents and other intellectual property rights; and foreign exchange rate fluctuations potentially affecting translation of the Company’s future non-U.S. operating results. Such factors and others are discussed more fully in the section entitled “Risk Factors” of the Company’s annual report on Form 10-K for the year ended December 31, 2008 and quarterly report on Form 10-Q for the period ended July 4, 2009 as filed with the Securities and Exchange Commission, which “Risk Factors” discussion is incorporated by reference in this release. The forward-looking statements included in this release represent the Company’s estimates or views as of the date of this release report and should not be relied upon as representing the Company’s estimates or views as of any date subsequent to the date of this release.

Waters Corporation and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

	(Unaudited)						(Unaudited)
	Three Months Ended						Nine Months Ended
	October 3, 2009			September 27, 2008			October 3, 2009			September 27, 2008
Net sales	$	373,963		$	386,310		$	1,069,852		$	1,156,793
Cost of sales (1) (5)		153,143			158,520			424,751			489,203
Gross profit		220,820			227,790			645,101			667,590
Selling and administrative expenses (1) (2) (3)		102,675			107,463			311,417			325,235
Research and development expenses		19,310			19,946			57,364			61,960
Purchased intangibles amortization		2,723			2,349			8,022			6,973
Operating income		96,112			98,032			268,298			273,422
Interest expense, net		(2,079	)		(4,542	)		(6,355	)		(13,641	)
Income from operations before income taxes		94,033			93,490			261,943			259,781
Provision for income taxes (4) (5)		18,097			21,987			42,753			36,655
Net income	$	75,936		$	71,503		$	219,190		$	223,126
Net income per basic common share	$	0.80		$	0.72		$	2.28		$	2.24
Weighted-average number of basic common shares		95,235			98,891			96,215			99,611
Net income per diluted common share	$	0.79		$	0.71		$	2.26		$	2.21
Weighted-average number of diluted common shares and equivalents		96,513			100,566			97,027			101,150

(1)	Included in selling and administrative expenses for the nine months ended October 3, 2009 are restructuring and other incremental costs of $1.0 million related to cost reduction plans. Included in cost of sales for the three and nine months ended September 27, 2008 are restructuring and other incremental costs of $1.2 million related to cost reduction plans.
(2)	Included in selling and administrative expenses for the nine months ended October 3, 2009 are lease termination costs and other incremental related costs of $5.9 million.
(3)	Included in selling and administrative expenses for the nine months ended October 3, 2009 are acquisition and other related costs of $1.3 million related to recent acquisitions.
(4)	Included in the provision for income taxes for the three and nine months ended September 27, 2008 is a one-time charge of $5.1 million related to restructuring certain legal entities. During the nine months ended October 3, 2009, $4.6 million of this charge was reversed as a result of changes in income tax regulations promulgated by the U.S. Treasury in February 2009.
(5)	During the second quarter of 2008, the Company identified errors originating in periods prior to the quarter ended June 28, 2008. The errors primarily relate to (i) an overstatement of the Company’s income tax expense of $16.3 million as a result of errors in recording its income tax provision in prior periods and (ii) an understatement of amortization expense of $8.7 million for certain capitalized software. The Company incorrectly calculated its provision for income taxes by tax-effecting a deferred tax liability utilizing a U.S. tax rate of 35% instead of an Irish tax rate of 10%. In addition, the Company incorrectly accounted for Irish-based capitalized software and the related amortization expense as a U.S. Dollar-denominated asset instead of Euro-denominated asset resulting in an understatement of amortization expense and cumulative translation adjustment. The correction of these errors is included in cost of sales and in the provision for income taxes for the nine months ended September 27, 2008.

Waters Corporation and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

	(Unaudited)				(Unaudited)
	Three Months Ended				Nine Months Ended
	October 3, 2009		September 27, 2008		October 3, 2009			September 27, 2008
Reconciliation of net income per diluted share, in accordance with generally accepted accounting principles, with adjusted results:
Net income per diluted share	$	0.79	$	0.71	$	2.26		$	2.21
Adjustment for purchased intangibles amortization, net of tax		1,960		1,639		5,787			4,917
Net income per diluted share effect		0.02		0.02		0.06			0.05
Adjustment for restructuring, net of tax		—		761		643			761
Net income per diluted share effect		—		0.01		0.01			0.01
Adjustment for lease termination costs, net of tax		—		—		3,723			—
Net income per diluted share effect		—		—		0.04			—
Adjustment for acquisition related costs, net of tax		—		—		1,078			—
Net income per diluted share effect		—		—		0.01			—
Adjustment for tax impact of restructuring certain legal entities		—		5,083		(4,555	)		5,083
Net income per diluted share effect		—		0.05		(0.05	)		0.05
Adjustment for out-of-period errors as described above, net of tax		—		—		—			(7,612	)
Net income per diluted share effect		—		—		—			(0.08	)
Adjusted net income per diluted share	$	0.81	$	0.79	$	2.33		$	2.24

The adjusted net income per diluted share presented above is used by the management of the Company to measure operating performance with prior periods and is not in accordance with generally accepted accounting principles (GAAP). The above reconciliation identifies items management has excluded as non-operational transactions. Management has excluded the purchased intangibles amortization, the restructuring charge, the lease termination costs, the acquisition related costs, the tax impact of restructuring certain legal entities and the adjustment for out-of-period errors and the related tax effects from its non-GAAP adjusted amounts since management believes that these items are not directly related to ongoing operations, thereby providing investors with information that helps to compare ongoing operating performance.

Waters Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands and unaudited)

	October 3, 2009		December 31, 2008
Cash, cash equivalents and short-term investments		578,148		428,522
Accounts receivable		289,650		291,763
Inventories		197,088		173,051
Other current assets		56,961		62,966
Total current assets		1,121,847		956,302
Property, plant and equipment, net		209,172		171,588
Other assets		554,542		495,008
Total assets		1,885,561		1,622,898
Notes payable and debt		144,650		36,120
Accounts payable and accrued expenses		287,564		253,386
Total current liabilities		432,214		289,506
Long-term debt		500,000		500,000
Other long-term liabilities		172,689		172,387
Total liabilities		1,104,903		961,893
Total equity		780,658		661,005
Total liabilities and equity		1,885,561		1,622,898