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 26, 2010

Waters Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

01-14010
(Commission File Number) 13-3668640
(IRS Employer Identification No.)

34 Maple Street, Milford, Massachusetts
(Address of Principal Executive Offices) 01757
(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 26, 2010, Waters Corporation announced its results of operations for the quarter ended October 2, 2010. 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 26, 2010 for the quarter ended October 2, 2010.

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 26, 2010	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 2010 Results

Milford, Massachusetts, October 26, 2010 — Waters Corporation (NYSE/WAT) reported today third quarter 2010 sales of $401 million, an increase of 7% over sales of $374 million in the third quarter of 2009. These quarterly sales include an adverse foreign currency translation impact of approximately 2%. On a GAAP basis, earnings per diluted share (E.P.S.) for the third quarter were $1.02 compared to $0.79 for the third quarter in 2009. On a non-GAAP basis, E.P.S. were up 21% to $0.98 in the third quarter of 2010 from $0.81 in the third quarter of 2009. A reconciliation of GAAP to non-GAAP E.P.S. is attached.

Through the first nine months of 2010, sales for the Company were $1,160 million, an increase of 8% in comparison to sales of $1,070 million in the first nine months of 2009. Foreign currency translation did not contribute meaningfully to sales growth during the first nine months of 2010. E.P.S. for the first nine months of 2010 were $2.71 compared to $2.26 for the comparable period in 2009. On a non-GAAP basis and including adjustments on the attached reconciliation, E.P.S grew 17% in the first nine months of 2010 to $2.72 from $2.33 in 2009.

Commenting on the quarter, Douglas Berthiaume, Chairman, President and Chief Executive Officer said, “Our sales growth in the third quarter was significantly driven by shipments of our new instrument systems, including ACQUITY^® H-Class UPLC^® and our research-focused mass spectrometry platforms. Our pharmaceutical and chemical end markets continued to show strength and, geographically, business in the Americas and Asia accelerated global demand.”

As communicated in a prior press release, Waters Corporation will webcast its third quarter 2010 financial results conference call this morning, October 26, 2010 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 2, 2010, similarly by webcast and also by phone at 203-369-3349.

About Waters Corporation:

For over 50 years, Waters Corporation has created business advantages 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 $1.5 billion in 2009 and 5,200 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 uncertainties; increased regulatory burdens as the Company’s business evolves, especially with respect to the U.S. Securities and Exchange Commission, U.S. Food and Drug Administration, and U.S. Environmental Protection Agency, among others; shifts in taxable income in jurisdictions with different effective tax rates; the outcome of tax examinations or changes in respective country legislation affecting the Company’s effective tax rate; the ability to access capital in volatile market conditions; fluctuations in capital expenditures by the Company’s customers, in particular large pharmaceutical companies; the ability to sustain and enhance service and consumable demand from the Company’s installed base of instruments; 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, economic and competitive obstacles to new product introductions; other changes in demand from the effect of mergers and acquisitions by the Company’s customers; environmental and logistical obstacles affecting the distribution of products; risks associated with lawsuits and other legal actions, particularly involving claims for infringement of patents and other intellectual property rights; the impact of changes in accounting principles and practices; 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, 2009 and quarterly report on Form 10-Q for the period ended July 3, 2010 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
Condensed Consolidated Balance Sheets
(In thousands and unaudited)

	October 2, 2010		December 31, 2009
Cash, cash equivalents and short-term investments		837,098		630,257
Accounts receivable		337,562		314,247
Inventories		208,339		178,666
Other current assets		55,328		49,206
Total current assets		1,438,327		1,172,376
Property, plant and equipment, net		214,773		210,926
Other assets		552,546		524,629
Total assets		2,205,646		1,907,931
Notes payable and debt		92,243		131,772
Accounts payable and accrued expenses		325,167		262,796
Total current liabilities		417,410		394,568
Long-term debt		700,000		500,000
Other long-term liabilities		164,974		164,414
Total liabilities		1,282,384		1,058,982
Total equity		923,262		848,949
Total liabilities and equity		2,205,646		1,907,931

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

	(Unaudited)						(Unaudited)
	Three Months Ended						Nine Months Ended
	October 2, 2010			October 3, 2009			October 2, 2010			October 3, 2009
Net sales	$	401,038		$	373,963		$	1,159,793		$	1,069,852
Cost of sales		162,985			153,143			464,050			424,751
Gross profit		238,053			220,820			695,743			645,101
Selling and administrative expenses (1) (2) (3) (5)		111,306			102,675			324,938			311,417
Research and development expenses		20,524			19,310			61,407			57,364
Purchased intangibles amortization		2,408			2,723			7,642			8,022
Operating income		103,815			96,112			301,756			268,298
Interest expense, net		(3,294	)		(2,079	)		(8,752	)		(6,355	)
Income from operations before income taxes		100,521			94,033			293,004			261,943
Provision for income taxes (4)		5,802			18,097			37,845			42,753
Net income	$	94,719		$	75,936		$	255,159		$	219,190
Net income per basic common share	$	1.03		$	0.80		$	2.75		$	2.28
Weighted-average number of basic common shares		91,714			95,235			92,647			96,215
Net income per diluted common share	$	1.02		$	0.79		$	2.71		$	2.26
Weighted-average number of diluted common shares and equivalents		93,286			96,513			94,271			97,027

(1)	Included in selling and administrative expenses for both the three and nine months ended October 2, 2010 are costs of $3 million associated with a non-income tax audit settlement.
(2)	Included in selling and administrative expenses for the three and nine months ended October 2, 2010 are costs of less than $1 million and $2 million, respectively, associated with asset impairments related to certain Company facilities. Included in selling and administrative expenses for the nine months ended October 3, 2009 are lease termination costs of $6 million.
(3)	Included in selling and administrative expenses for the three and nine months ended October 2, 2010 are restructuring costs of less than $1 million and $1 million, respectively, related to cost reduction plans. Included in selling and administrative expenses for the nine months ended October 3, 2009 are restructuring costs of $1 million related to cost reduction plans.
(4)	Included in the provision for income taxes for both the three and nine months ended October 2, 2010 is a net tax benefit of $8 million related to the reversal of a reserve for an uncertain tax position due to an audit settlement. Included in the provision for income taxes for the nine months ended October 2, 2010 is a $2 million tax benefit related to the resolution of a pre-acquisition tax exposure.
	Included in the provision for income taxes for the nine months ended October 3, 2009 is approximately $5 million of tax benefit associated with the reversal of a $5 million tax provision, which was originally recorded in 2008, related to the reorganization of certain foreign legal entities. The recognition of this tax benefit in 2009 was a result of changes in income tax regulations promulgated by the U.S. Treasury in February 2009.
(5)	Included in selling and administrative expenses for the nine months ended October 3, 2009 are acquisition and other related costs of $1 million related to recent acquisitions.

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

	(Unaudited)					(Unaudited)
	Three Months Ended					Nine Months Ended
	October 2, 2010			October 3, 2009		October 2, 2010			October 3, 2009
Reconciliation of net income per diluted share, in accordance with generally accepted accounting principles, with adjusted results:
Net income per diluted share	$	1.02		$	0.79	$	2.71		$	2.26
Adjustment for purchased intangibles amortization, net of tax		1,727			1,960		5,512			5,787
Net income per diluted share effect		0.02			0.02		0.06			0.06
Adjustment for non-income tax audit settlement, net of tax		2,197			—		2,197			—
Net income per diluted share effect		0.02			—		0.02			—
Adjustment for asset impairments and lease termination costs, net of tax		302			—		1,459			3,723
Net income per diluted share effect		0.00			—		0.02			0.04
Adjustment for restructuring costs, net of tax		64			—		751			643
Net income per diluted share effect		0.00			—		0.01			0.01
Adjustment for reversal of income tax reserves upon audit settlement		(7,581	)		—		(7,581	)		—
Net income per diluted share effect		(0.08	)		—		(0.08	)		—
Adjustment for one-time tax benefits		—			—		(1,500	)		(4,555	)
Net income per diluted share effect		—			—		(0.02	)		(0.05	)
Adjustment for acquisition-related costs, net of tax		—			—		—			1,078
Net income per diluted share effect		—			—		—			0.01
Adjusted net income per diluted share	$	0.98		$	0.81	$	2.72		$	2.33

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, net of the effective applicable statutory tax rates. Management has excluded the purchased intangibles amortization, non-income tax audit settlement, asset impairments, lease termination costs, restructuring costs, reversal of income tax reserves upon audit settlement, one-time tax benefits and acquisition-related costs from its non-GAAP adjusted amounts since management believes that these items are not directly related to ongoing operations, thereby providing management and investors with information that may help them to compare ongoing operating performance.