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)      July 24, 2007

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))

TABLE OF CONTENTS

	Item 2.02    Results of Operations and Financial Condition
	Item 9.01    Financial Statements and Exhibits
SIGNATURES
Ex-99.1 Waters Corporation press release dated July 24, 2007

Item 2.02    Results of Operations and Financial Condition

     On July 24, 2007, Waters Corporation announced its results of operations for the quarter ended June 30, 2007. 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 July 24, 2007 for the quarter ended June 30, 2007.

SIGNATURES

     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: July 24, 2007	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 Strong 17% Second Quarter 2007 Sales Growth

Milford, Massachusetts, July 24, 2007 — Waters Corporation (NYSE/WAT) reported today second quarter 2007 sales of $353 million, an increase of 17% over sales of $302 million in the second quarter of 2006. Foreign currency translation contributed 2% to this reported sales growth rate. On a GAAP basis, earnings per diluted share (E.P.S.) for the second quarter were $0.59, compared to $0.46 for the second quarter in 2006. On a non-GAAP basis, including the adjustments noted in the attached reconciliation, E.P.S. grew 22% to $0.60 in the second quarter of 2007 from $0.49 in the second quarter of 2006.

Through the first six months of 2007, sales for the Company were $683 million, a 15% increase over sales in the first six months of 2006 of $592 million. Foreign currency translation contributed 2% to this reported sales growth rate. E.P.S. through the first six months of 2007 were $1.13 compared to $0.87 for the comparable period in 2006. On a non-GAAP basis and including adjustments on the attached reconciliation, E.P.S. grew 22% in the first six months of 2007 to $1.16 from $0.95 in 2006.

Commenting on the quarter, Douglas Berthiaume, Chairman, President and Chief Executive Officer said, “The generally broad-based growth that we experienced in the first quarter accelerated with continued rapid uptake of our new products and strengthening demand from life science customers, including our large pharmaceutical accounts. Our first half results are very encouraging and we are optimistic that our new system offerings will continue to stimulate demand going forward.”

As communicated in a prior press release, Waters Corporation will webcast its second quarter 2007 financial results conference call this morning, July 24, 2007 at 8:30 a.m. eastern time. To listen to the call, connect to www.waters.info, choose Investor Relations and click on the Live Webcast. A replay of the call will be available through July 31, 2007, similarly by webcast and also by phone at 203-369-2024

Waters Corporation holds worldwide leading positions in three complementary analytical technologies - - liquid chromatography, mass spectrometry, and thermal analysis. These markets account for approximately $5.0 billion of the estimated $20 - $25 billion analytical instrumentation market.

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, 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, such as improved research-grade mass spectrometers, and/or higher speed and/or more sensitive liquid chromatographs, 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 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, 2006 and quarterly report on Form 10-Q for the period ended March 31, 2007, as filed with the Securities and Exchange Commission (the “SEC”), 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)

	June 30, 2007		December 31, 2006
Cash and cash equivalents		544,304		514,166
Accounts receivable		270,015		272,157
Inventories		178,491		168,437
Other current assets		41,597		44,920
Total current assets		1,034,407		999,680
Property, plant and equipment, net		151,967		149,262
Other assets		480,367		468,371
Total assets		1,666,741		1,617,313
Notes payable and debt		389,418		403,461
Accounts payable and accrued expenses		254,433		282,373
Total current liabilities		643,851		685,834
Long-term debt		500,000		500,000
Other long-term liabilities		144,211		69,096
Total liabilities		1,288,062		1,254,930
Total equity		378,679		362,383
Total liabilities and equity		1,666,741		1,617,313

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

	(Unaudited)						(Unaudited)
	Three Months Ended						Six Months Ended
	June 30, 2007			July 1, 2006			June 30, 2007			July 1, 2006
Net sales		352,630			301,899			683,407			592,117
Cost of sales		152,219			126,004			295,451			246,632
Gross profit		200,411			175,895			387,956			345,485
Selling and administrative expenses		102,223			88,968			196,130			174,506
Research and development expenses		19,115			19,655			37,837			38,698
Purchased intangibles amortization		2,133			1,383			4,258			2,577
Restructuring and other unusual charges (1)		—			2,974			—			7,326
Operating income		76,940			62,915			149,731			122,378
Interest expense, net		(6,396	)		(6,272	)		(13,231	)		(12,408	)
Income from operations before income taxes		70,544			56,643			136,500			109,970
Provision for income taxes		10,635			8,863			20,654			18,035
Net income		59,909			47,780			115,846			91,935
Net income per basic common share	$	0.60		$	0.46		$	1.15		$	0.89
Weighted average number of basic common shares		100,327			103,010			100,880			103,795
Net income per diluted common share	$	0.59		$	0.46		$	1.13		$	0.87
Weighted average number of diluted common shares and equivalents		102,130			104,337			102,702			105,192

(1) The results for the three and six months ended July 1, 2006 include restructuring and other incremental costs in relation to a cost reduction plan implemented in February 2006.

	(Unaudited)				(Unaudited)
	Three Months Ended				Six Months Ended
	June 30, 2007		July 1, 2006		June 30, 2007		July 1, 2006
Reconciliation of income per diluted share, in accordance with generally accepted accounting principles, with adjusted results:
Income per diluted share	$	0.59	$	0.46	$	1.13	$	0.87
Adjustment for purchased intangibles amortization, net of tax		1,648		1,201		3,286		2,208
Income per diluted share effect		0.02		0.01		0.03		0.02
Adjustment for restructuring and other unusual charges, net of tax		—		2,477		—		6,037
Income per diluted share effect		—		0.02		—		0.06
Adjusted income per diluted share:	$	0.60	$	0.49	$	1.16	$	0.95

The adjusted 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 restructuring charges and purchased intangibles amortization from its non-GAAP adjusted amounts since management believes that these charges are not directly related to ongoing operations thereby providing investors with information that helps to compare ongoing operating performance.