10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended September 29, 2012

or

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

For the transition period from              to             .

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)

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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).    x  Yes    ¨  No

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

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

Indicate the number of shares outstanding of the registrant’s common stock as of October 26, 2012: 86,954,060

WATERS CORPORATION AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

INDEX

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets (unaudited) as of September 29, 2012 and December 31, 2011		1
	Consolidated Statements of Operations (unaudited) for the three months ended September 29, 2012 and October 1, 2011		2
	Consolidated Statements of Operations (unaudited) for the nine months ended September 29, 2012 and October 1, 2011		3
	Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 29, 2012 and October 1, 2011		4
	Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 29, 2012 and October 1, 2011		5
	Condensed Notes to Consolidated Financial Statements (unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		26
Item 4.	Controls and Procedures		26
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		26
Item 1A.	Risk Factors		26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		27
Item 6.	Exhibits		27
	Signature		28

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(unaudited)

	September 29, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	356,293		$	383,990
Short-term investments		1,092,148			897,361
Accounts receivable, less allowances for doubtful accounts and sales returns of $7,616 and $8,584 at September 29, 2012 and December 31, 2011, respectively		362,371			367,085
Inventories		246,994			212,864
Other current assets		79,692			80,804
Total current assets		2,137,498			1,942,104
Property, plant and equipment, net		261,115			237,095
Intangible assets, net		212,870			191,992
Goodwill		316,269			297,071
Other assets		69,388			54,972
Total assets	$	2,997,140		$	2,723,234
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and debt	$	447,703		$	290,832
Accounts payable		60,258			55,317
Accrued employee compensation		26,964			49,949
Deferred revenue and customer advances		128,072			109,922
Accrued income taxes		20,711			9,449
Accrued warranty		12,885			13,258
Other current liabilities		70,969			73,136
Total current liabilities		767,562			601,863
Long-term liabilities:
Long-term debt		700,000			700,000
Long-term portion of retirement benefits		96,201			92,970
Long-term income tax liability		70,343			72,613
Other long-term liabilities		33,155			29,210
Total long-term liabilities		899,699			894,793
Total liabilities		1,667,261			1,496,656
Commitments and contingencies (Notes 5, 6 and 10)
Stockholders’ equity:
Preferred stock, par value $0.01 per share, 5,000 shares authorized, none issued at September 29, 2012 and December 31, 2011		—			—
Common stock, par value $0.01 per share, 400,000 shares authorized, 153,512 and 152,757 shares issued, 86,926 and 88,996 shares outstanding at September 29, 2012 and December 31, 2011, respectively		1,535			1,528
Additional paid-in capital		1,136,473			1,089,959
Retained earnings		3,336,946			3,051,447
Treasury stock, at cost, 66,586 and 63,761 shares at September 29, 2012 and December 31, 2011, respectively		(3,115,583	)		(2,880,301	)
Accumulated other comprehensive loss		(29,492	)		(36,055	)
Total stockholders’ equity		1,329,879			1,226,578
Total liabilities and stockholders’ equity	$	2,997,140		$	2,723,234

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

1

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(unaudited)

	Three Months Ended
	September 29, 2012			October 1, 2011
Product sales	$	310,823		$	321,348
Service sales		139,129			133,186
Total net sales		449,952			454,534
Cost of product sales		122,861			124,228
Cost of service sales		59,841			56,090
Total cost of sales		182,702			180,318
Gross profit		267,250			274,216
Selling and administrative expenses		115,322			121,211
Research and development expenses		23,756			23,372
Purchased intangibles amortization		6,427			2,369
Operating income		121,745			127,264
Interest expense		(7,107	)		(6,159	)
Interest income		1,184			613
Income from operations before income taxes		115,822			121,718
Provision for income taxes		16,713			20,461
Net income	$	99,109		$	101,257
Net income per basic common share	$	1.13		$	1.12
Weighted-average number of basic common shares		87,411			90,688
Net income per diluted common share	$	1.12		$	1.10
Weighted-average number of diluted common shares and equivalents		88,451			92,060

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

2

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(unaudited)

	Nine Months Ended
	September 29, 2012			October 1, 2011
Product sales	$	911,185		$	940,834
Service sales		410,690			388,930
Total net sales		1,321,875			1,329,764
Cost of product sales		352,894			361,409
Cost of service sales		176,357			164,841
Total cost of sales		529,251			526,250
Gross profit		792,624			803,514
Selling and administrative expenses		355,123			363,774
Research and development expenses		71,046			68,640
Purchased intangibles amortization		11,370			7,374
Litigation provision		3,000			—
Operating income		352,085			363,726
Interest expense		(20,476	)		(15,294	)
Interest income		2,984			2,139
Income from operations before income taxes		334,593			350,571
Provision for income taxes		49,094			54,750
Net income	$	285,499		$	295,821
Net income per basic common share	$	3.24		$	3.24
Weighted-average number of basic common shares		88,234			91,334
Net income per diluted common share	$	3.19		$	3.18
Weighted-average number of diluted common shares and equivalents		89,367			92,898

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

3

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN THOUSANDS)

(unaudited)

	Three Months Ended						Nine Months Ended
	September 29, 2012			October 1, 2011			September 29, 2012			October 1, 2011
Net income	$	99,109		$	101,257		$	285,499		$	295,821
Other comprehensive income:
Foreign currency translation		23,936			(31,741	)		9,811			10,312
Unrealized losses on investments before income taxes		(5	)		(2,547	)		(1,010	)		(18	)
Income tax benefit		1			891			351			6
Unrealized losses on investments, net of tax		(4	)		(1,656	)		(659	)		(12	)
Retirement liability adjustment		254			183			(4,349	)		1,095
Income tax (expense) benefit		(89	)		(64	)		1,760			(383	)
Retirement liability adjustment, net of tax		165			119			(2,589	)		712
Other comprehensive income (loss)		24,097			(33,278	)		6,563			11,012
Comprehensive income	$	123,206		$	67,979		$	292,062		$	306,833

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

4

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(unaudited)

	Nine Months Ended
	September 29, 2012			October 1, 2011
Cash flows from operating activities:
Net income	$	285,499		$	295,821
Adjustments to reconcile net income to net cash provided by operating activities:
Provisions for doubtful accounts on accounts receivable		1,838			2,267
Provisions on inventory		8,334			7,477
Stock-based compensation		21,687			20,645
Deferred income taxes		(9,382	)		(7,072	)
Depreciation		27,101			27,267
Amortization of intangibles		24,124			22,778
Change in operating assets and liabilities, net of acquisitions:
Decrease in accounts receivable		5,506			10,040
Increase in inventories		(36,558	)		(46,235	)
(Increase) decrease in other current assets		(2,959	)		4,532
Increase in other assets		(811	)		(4,023	)
Decrease in accounts payable and other current liabilities		(18,971	)		(11,937	)
Increase in deferred revenue and customer advances		16,217			20,970
(Decrease) increase in other liabilities		(3,998	)		4,782
Net cash provided by operating activities		317,627			347,312
Cash flows from investing activities:
Additions to property, plant, equipment and software capitalization		(73,048	)		(51,344	)
Business acquisitions, net of cash acquired		(31,016	)		(11,000	)
Purchase of short-term investments		(1,384,717	)		(1,297,497	)
Maturity of short-term investments		1,189,930			1,165,127
Net cash used in investing activities		(298,851	)		(194,714	)
Cash flows from financing activities:
Proceeds from debt issuances		188,074			558,199
Payments on debt		(31,935	)		(352,676	)
Payments of debt issuance costs		(497	)		(4,523	)
Proceeds from stock plans		21,284			45,687
Purchase of treasury shares		(235,282	)		(297,985	)
Excess tax benefit related to stock option plans		4,061			15,316
Proceeds from (payments for) debt swaps and other derivative contracts		899			(1,971	)
Net cash used in financing activities		(53,396	)		(37,953	)
Effect of exchange rate changes on cash and cash equivalents		6,923			783
(Decrease) increase in cash and cash equivalents		(27,697	)		115,428
Cash and cash equivalents at beginning of period		383,990			308,498
Cash and cash equivalents at end of period	$	356,293		$	423,926

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

5

WATERS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 Basis of Presentation and Summary of Significant Accounting Policies

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”), food 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, 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.

The Company’s interim fiscal quarter typically ends on the thirteenth Saturday of each quarter. Since the Company’s fiscal year end is December 31, the first and fourth fiscal quarters may not consist of thirteen complete weeks. The Company’s third fiscal quarters for 2012 and 2011 ended on September 29, 2012 and October 1, 2011, respectively.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles (“GAAP”) in the United States of America. The consolidated financial statements include the accounts of the Company and its subsidiaries, most of which are wholly owned. All material inter-company balances and transactions have been eliminated.

The preparation of consolidated financial statements in conformity with 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 at the dates of the financial statements. Actual amounts may differ from these estimates under different assumptions or conditions.

It is management’s opinion that the accompanying interim consolidated financial statements reflect all adjustments (which are normal and recurring) that are necessary for a fair statement of the results for the interim periods. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 24, 2012.

Cash, Cash Equivalents and Short-Term Investments

The Company’s cash equivalents primarily 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. 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 September 29, 2012 and December 31, 2011, $1,423 million out of $1,448 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 repatriation effects.

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 September 29, 2012 and December 31, 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.

6

CONDENSED 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 September 29, 2012 (in thousands):

	Total at September 29, 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	$	108,987	$	—	$	108,987	$	—
Short-term investments		1,092,148		—		1,092,148		—
Waters 401(k) Restoration Plan assets		24,243		—		24,243		—
Foreign currency exchange contract agreements		146		—		146		—
Total	$	1,225,524	$	—	$	1,225,524	$	—
Liabilities:
Foreign currency exchange contract agreements	$	531	$	—	$	531	$	—
Total	$	531	$	—	$	531	$	—

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 Company’s financial assets and liabilities 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. The fair values of the Company’s cash equivalents, short-term investments, 401(k) restoration plan

7

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

assets and foreign currency exchange contracts are determined through market and observable sources and have been classified as Level 2. After completing these validation procedures, the Company did not adjust or override any fair value measurements provided by third-party pricing services as of September 29, 2012 and December 31, 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 and fair value of the Company’s fixed interest rate debt was $400 million and $416 million, respectively, at September 29, 2012. The carrying value and fair value of the Company’s fixed interest rate debt was $400 million and $410 million, respectively, at December 31, 2011.

Hedge 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 hedge 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 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 September 29, 2012 and December 31, 2011, the Company held forward foreign exchange contracts with notional amounts totaling $133 million and $161 million, respectively.

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

	September 29, 2012		December 31, 2011
Other current assets	$	146	$	81
Other current liabilities	$	531	$	1,317

8

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

	Three Months Ended					Nine Months Ended
	September 29, 2012		October 1, 2011			September 29, 2012		October 1, 2011
Realized gains (losses) on closed contracts	$	424	$	(3,941	)	$	899	$	(1,971	)
Unrealized gains on open contracts		593		160			851		312
Cumulative net pre-tax gains (losses)	$	1,017	$	(3,781	)	$	1,750	$	(1,659	)

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 the nine months ended September 29, 2012 and October 1, 2011, the Company repurchased 2.8 million and 3.6 million shares of the Company’s outstanding common stock at a cost of $229 million and $292 million, respectively, under existing share repurchase programs. As of September 29, 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. The Company has a total of $704 million authorized for future purchases under the May 2012 share repurchase program. In addition, the Company repurchased $6 million of common stock during both the nine months ended September 29, 2012 and October 1, 2011 related to the vesting of restricted stock units.

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 nine months ended September 29, 2012 and October 1, 2011 (in thousands):

	Balance at Beginning of Period		Accruals for Warranties		Settlements Made			Balance at End of Period
Accrued warranty liability:
September 29, 2012	$	13,258	$	5,780	$	(6,153	)	$	12,885
October 1, 2011	$	11,272	$	7,061	$	(5,837	)	$	12,496

Subsequent Events

The Company did not have any material subsequent events.

2 Inventories

Inventories are classified as follows (in thousands):

	September 29, 2012		December 31, 2011
Raw materials	$	75,288	$	71,993
Work in progress		19,118		12,293
Finished goods		152,588		128,578
Total inventories	$	246,994	$	212,864

9

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

3 Acquisitions

The Company accounts for business acquisitions under the accounting standard 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 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 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 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 our 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 are expected to add approximately $10 million on a full-year basis to the Company’s annual sales. The impact of these acquisitions on the Company’s net income since the acquisition date for the nine months ended September 29, 2012 was not significant.

10

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

4 Goodwill and Other Intangibles

The carrying amount of goodwill was $316 million and $297 million at September 29, 2012 and December 31, 2011, respectively. The Company’s acquisitions increased goodwill by $18 million (Note 3) and the effect of currency translation increased goodwill by $1 million for the nine months ended September 29, 2012.

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

	September 29, 2012						December 31, 2011
	Gross Carrying Amount		Accumulated Amortization		Weighted- Average Amortization Period		Gross Carrying Amount		Accumulated Amortization		Weighted- Average Amortization Period
Purchased intangibles	$	153,589	$	91,453		10 years	$	138,001	$	80,023		10 years
Capitalized software		276,919		147,550		5 years		253,379		138,573		5 years
Licenses		7,209		6,308		6 years		6,597		6,039		6 years
Patents and other intangibles		38,687		18,223		8 years		33,698		15,048		8 years
Total	$	476,404	$	263,534		7 years	$	431,675	$	239,683		7 years

During the nine months ended September 29, 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 3). Amortization expense for intangible assets was $11 million and $7 million for the three months ended September 29, 2012 and October 1, 2011, respectively. Amortization expense for intangible assets was $24 million and $23 million for the nine months ended September 29, 2012 and October 1, 2011, respectively. Included in amortization expense for both the three and nine months ended September 29, 2012 is $4 million of amortization expense related to the discontinuance of a product trade name intangible asset. Amortization expense for intangible assets is estimated to be approximately $43 million per year for the years 2013 through 2017. The estimated significant increase in amortization expense is due to amortization associated with capitalized software costs related to the launch of a new software product platform planned late in the fourth quarter of 2012. The carrying value of the new software platform was approximately $98 million as of September 29, 2012. These costs, including expenditures related to ongoing enhancements, will be amortized over ten years.

5 Debt

In July 2011, Waters 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

11

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 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. 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 utilizes the revolving line of credit to fund its working capital needs and can repay and re-borrow from the facility without penalty.

As of both September 29, 2012 and December 31, 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 September 29, 2012, the Company was in compliance with all debt covenants.

The Company had the following outstanding debt at September 29, 2012 and December 31, 2011 (in thousands):

	September 29, 2012		December 31, 2011
Foreign subsidiary lines of credit	$	7,703	$	10,832
2011 Credit Agreement		440,000		280,000
Total notes payable and debt		447,703		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		300,000		300,000
Total long-term debt		700,000		700,000
Total debt	$	1,147,703	$	990,832

As of September 29, 2012 and December 31, 2011, the Company had a total amount available to borrow of $459 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 2.15% and 2.33% at September 29, 2012 and December 31, 2011, respectively.

The Company and its foreign subsidiaries also had available short-term lines of credit totaling $111 million and $109 million at September 29, 2012 and December 31, 2011, respectively, for the purpose of short-term borrowing and issuance of commercial guarantees. At September 29, 2012 and December 31, 2011, the weighted-average interest rates applicable to these short-term borrowings were 2.11% and 2.02%, respectively.

12

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

6 Income Taxes

The Company accounts for its uncertain tax return reporting positions in accordance with the accounting standard for income taxes, which requires 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 prohibits any discounting of those unrecognized tax benefits for the time value of money.

The following is a summary of the activity in the Company’s unrecognized tax benefits for the nine months ended September 29, 2012 and October 1, 2011 (in thousands):

	September 29, 2012			October 1, 2011
Balance at the beginning of the period	$	73,199		$	71,523
Change in uncertain tax benefits		(1,941	)		1,485
Balance at the end of the period	$	71,258		$	73,008

The Company’s uncertain tax return reporting 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 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 ongoing 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 the three months ended September 29, 2012, the Company did not record any material changes in the measurement of any unrecognized tax benefits, related net interest and penalties or deferred tax assets and liabilities due to settlement or possible settlement of tax audit examinations. As of September 29, 2012, the Company expects to record a reduction in the measurement of its unrecognized tax benefits and related net interest and penalties of approximately $5 million, due to the lapsing of statutes of limitations on potential tax assessments within the next twelve months. As of September 29, 2012, the Company does not otherwise expect to record any material changes in the measurement of any unrecognized tax benefits, related net interest and penalties or deferred tax assets and liabilities due to settlement or possible settlement of tax audit examinations or due to the lapsing of statutes of limitations on potential tax assessments within the next twelve months.

The Company’s effective tax rates for the three months ended September 29, 2012 and October 1, 2011 were 14.4% and 16.8%, respectively. The Company’s effective tax rates for the nine months ended September 29, 2012 and October 1, 2011 were 14.7% and 15.6%, respectively. The income tax provision for the three and nine months ended September 29, 2012 was favorably impacted by return-to-provision adjustments and unfavorably impacted by shifts in pre-tax income between jurisdictions with different effective tax rates. Included in the income tax provision for the nine months ended October 1, 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 0.5 percentage points in the prior year. The remaining differences between the effective tax rates for the current year as compared to the prior year were primarily attributable to differences in the proportionate amounts of pre-tax income recognized in jurisdictions with different effective tax rates.

7 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. In June 2012, a $3 million payment was made to settle a complaint that was filed against the Company alleging patent infringement.

13

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

8 Stock-Based Compensation

The Company maintains various shareholder-approved, stock-based compensation plans which allow for the issuance of incentive or non-qualified stock options, stock appreciation rights, restricted stock or other types of awards (e.g. restricted stock units).

The Company accounts for stock-based compensation costs in accordance with the accounting standard for stock-based compensation, which requires 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 standard requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were 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 this standard, 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 three and nine months ended September 29, 2012 and October 1, 2011 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):

	Three Months Ended				Nine Months Ended
	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Cost of sales	$	716	$	587	$	2,010	$	1,912
Selling and administrative expenses		5,461		5,654		16,924		16,392
Research and development expenses		1,129		641		2,753		2,341
Total stock-based compensation	$	7,306	$	6,882	$	21,687	$	20,645

As of both September 29, 2012 and December 31, 2011, the Company had capitalized stock-based compensation costs of less than $1 million in inventory in the consolidated balance sheets. As of September 29, 2012 and December 31, 2011, the Company had 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 the nine months ended September 29, 2012 and October 1, 2011 are as follows:

Options Issued and Significant Assumptions Used to Estimate Option Fair Values	September 29, 2012			October 1, 2011
Options issued in thousands		32			32
Risk-free interest rate		1.0	%		2.1	%
Expected life in years		6			6
Expected volatility		0.380			0.290
Expected dividends		—			—

14

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Weighted-Average Exercise Price and Fair Value of Options on the Date of Grant	September 29, 2012		October 1, 2011
Exercise price	$	75.94	$	78.10
Fair value	$	28.68	$	25.25

The following table summarizes stock option activity for the plans for the nine months ended September 29, 2012 (in thousands, except per share data):

	Number of Shares			Price per Share	Weighted-Average Exercise Price
Outstanding at December 31, 2011		4,809		$ 21.39 to $ 79.15	$	56.71
Granted		32		$ 75.94	$	75.94
Exercised		(464	)	$ 21.39 to $ 79.05	$	38.57
Canceled		(68	)	$ 41.20 to $ 77.94	$	64.71
Outstanding at September 29, 2012		4,309		$ 21.39 to $ 79.15	$	58.68

Restricted Stock

During the nine months ended September 29, 2012, the Company granted twelve thousand shares of restricted stock. The fair value of these awards on the grant date was $75.94 per share. The restrictions on these shares lapse at the end of a three-year period.

Restricted Stock Units

The following table summarizes the unvested restricted stock unit award activity for the nine months ended September 29, 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		(13	)	$	59.68
Unvested at September 29, 2012		577		$	67.30

Restricted stock units are generally granted annually in February and vest in equal annual installments over a five-year period.

9 Earnings Per Share

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

	Three Months Ended September 29, 2012
	Net Income (Numerator)		Weighted- Average Shares (Denominator)		Per Share Amount
Net income per basic common share	$	99,109		87,411	$	1.13
Effect of dilutive stock option, restricted stock and restricted stock unit securities				1,040
Net income per diluted common share	$	99,109		88,451	$	1.12

15

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Three Months Ended October 1, 2011
	Net Income (Numerator)		Weighted- Average Shares (Denominator)		Per Share Amount
Net income per basic common share	$	101,257		90,688	$	1.12
Effect of dilutive stock option, restricted stock and restricted stock unit securities				1,372
Net income per diluted common share	$	101,257		92,060	$	1.10

	Nine Months Ended September 29, 2012
	Net Income (Numerator)		Weighted- Average Shares (Denominator)		Per Share Amount
Net income per basic common share	$	285,499		88,234	$	3.24
Effect of dilutive stock option, restricted stock and restricted stock unit securities				1,133
Net income per diluted common share	$	285,499		89,367	$	3.19

	Nine Months Ended October 1, 2011
	Net Income (Numerator)		Weighted- Average Shares (Denominator)		Per Share Amount
Net income per basic common share	$	295,821		91,334	$	3.24
Effect of dilutive stock option, restricted stock and restricted stock unit securities				1,564
Net income per diluted common share	$	295,821		92,898	$	3.18

For both the three and nine months ended September 29, 2012, the Company had 1.3 million stock options that were antidilutive due to having higher exercise prices than the Company’s average stock price during the period. For both the three and nine months ended October 1, 2011, the Company had 0.7 million stock options that were antidilutive. These securities were not included in the computation of diluted EPS. The effect of dilutive securities was calculated using the treasury stock method.

10 Retirement Plans

The Company sponsors various retirement plans. The summary of the components of net periodic pension costs for the plans for the three and nine months ended September 29, 2012 and October 1, 2011 is as follows (in thousands):

	Three Months Ended
	September 29, 2012									October 1, 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
Service cost	$	3		$	182		$	948		$	—		$	134		$	936
Interest cost		1,452			90			499			1,554			94			519
Expected return on plan assets		(1,905	)		(66	)		(209	)		(1,880	)		(69	)		(222	)
Net amortization:
Prior service credit		—			(13	)		(69	)		—			(13	)		(22	)
Net actuarial loss		752			—			93			433			—			91
Net periodic pension cost	$	302		$	193		$	1,262		$	107		$	146		$	1,302

16

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Nine Months Ended
	September 29, 2012									October 1, 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
Service cost	$	7		$	545		$	2,842		$	—		$	402		$	2,862
Interest cost		4,355			271			1,497			4,662			282			1,570
Expected return on plan assets		(5,714	)		(197	)		(627	)		(5,640	)		(207	)		(669	)
Net amortization:
Prior service credit		—			(40	)		(206	)		—			(39	)		(22	)
Net actuarial loss		2,256			—			278			1,299			—			268
Net periodic pension cost	$	904		$	579		$	3,784		$	321		$	438		$	4,009

Included in the net periodic pension cost for the three and nine months ended September 29, 2012 and October 1, 2011 above are certain immaterial non-U.S. pension plans that were previously omitted from this disclosure. For the three and nine months ended September 29, 2012, the Company contributed $4 million and $5 million, respectively, to the Company’s U.S. pension plans. During fiscal year 2012, the Company expects to contribute a total of approximately $7 million to $9 million to the Company’s defined benefit plans.

11 Business Segment Information

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 three and nine months ended September 29, 2012 and October 1, 2011 (in thousands):

	Three Months Ended				Nine Months Ended
	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Product net sales:
Waters instrument systems	$	202,513	$	212,664	$	583,081	$	616,596
Chemistry		73,126		72,104		220,026		220,125
TA instrument systems		35,184		36,580		108,078		104,113
Total product sales		310,823		321,348		911,185		940,834
Service net sales:
Waters service		126,434		121,245		372,708		354,523
TA service		12,695		11,941		37,982		34,407
Total service sales		139,129		133,186		410,690		388,930
Total net sales	$	449,952	$	454,534	$	1,321,875	$	1,329,764

17

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

12 Recent Accounting Standard Changes and Developments

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 in the nine months ended September 29, 2012 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 in the nine months ended September 29, 2012 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.

18

Item 2: 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, food, 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, polymers and viscous liquids in consumer goods and healthcare products.

The Company’s operating results are as follows for the three and nine months ended September 29, 2012 and October 1, 2011 (in thousands):

	Quarterly Results Three Months Ended									Year-To-Date Results Nine Months Ended
	September 29, 2012			October 1, 2011			% change			September 29, 2012			October 1, 2011			% change
Product sales	$	310,823		$	321,348			(3	%)	$	911,185		$	940,834			(3	%)
Service sales		139,129			133,186			4	%		410,690			388,930			6	%
Total net sales		449,952			454,534			(1	%)		1,321,875			1,329,764			(1	%)
Total cost of sales		182,702			180,318			1	%		529,251			526,250			1	%
Gross profit		267,250			274,216			(3	%)		792,624			803,514			(1	%)
Gross profit as a % of sales		59.4	%		60.3	%					60.0	%		60.4	%
Selling and administrative expenses		115,322			121,211			(5	%)		355,123			363,774			(2	%)
Research and development expenses		23,756			23,372			2	%		71,046			68,640			4	%
Purchased intangibles amortization		6,427			2,369			171	%		11,370			7,374			54	%
Litigation provision		—			—						3,000			—
Operating income		121,745			127,264			(4	%)		352,085			363,726			(3	%)
Operating income as a % of sales		27.1	%		28.0	%					26.6	%		27.4	%
Interest expense, net		(5,923	)		(5,546	)		7	%		(17,492	)		(13,155	)		33	%
Income from operations before income taxes		115,822			121,718			(5	%)		334,593			350,571			(5	%)
Provision for income taxes		16,713			20,461			(18	%)		49,094			54,750			(10	%)
Net income	$	99,109		$	101,257			(2	%)	$	285,499		$	295,821			(3	%)
Net income per diluted common share	$	1.12		$	1.10			2	%	$	3.19		$	3.18			—

Sales for the quarter decreased 1%, with the effect of foreign currency translation negatively impacting the quarter’s sales by 3% across all products and services. The decrease in the quarter’s sales was primarily attributable to a 5% decrease in instrument system sales that was offset by a 3% increase in combined sales of chemistry consumables and service. Service sales grew 4% and chemistry sales grew 1%. Instrument system sales decreased in the quarter primarily due to delays in capital spending by our customers as a result of the weakness in global economic conditions and the weakening of the Euro and Indian rupee.

Geographically, sales decreased in the quarter by 6% in Europe and 4% in the U.S., while sales increased 6% in Asia (including Japan) and 7% in the rest of the world. The decline in Europe’s sales was due to an 11% negative effect of foreign currency translation. Asia’s sales benefited from continued double-digit growth in China, principally in governmental and academic markets. This sales growth was partially offset by a decline in sales in India, as the weakening of the rupee has impacted capital expenditures by Indian customers.

19

Sales to pharmaceutical customers in the quarter increased 1%. Combined global sales to governmental and academic customers decreased 3% and combined sales to industrial chemical, food safety and environmental customers decreased 3%.

Sales for the year decreased 1%, compared with the prior year, as a 4% increase in combined sales of chemistry consumables and services was offset by a 4% decrease in instrument system sales. The decline in instrument system sales was primarily attributable to delays in capital spending by our customers as a result of the weakness in global economic conditions and the weakening of the Euro and Indian rupee. The effect of foreign currency translation negatively impacted year-to-date sales by 3%.

Sales for the year increased 4% in Asia and 1% in the U.S., while sales decreased 6% in Europe and 5% in the rest of the world. Asia continued to experience a double-digit sales growth rate in China, particularly in the governmental markets. The growth in China was offset by a decline in capital expenditures by customers in India, mostly for Alliance instrument systems, which resulted from a weaker Indian rupee. The decline in Europe’s sales was due to an 8% negative effect of foreign currency translation and the decline in the rest of the world’s sales was due to lower demand from governmental and academic customers.

Sales for the year to pharmaceutical customers increased 1% compared to the prior year. Combined sales to industrial chemical, food safety and environmental customers decreased 1% and combined global sales to governmental and academic customers were 3% lower as a result of a decline in instrument system sales.

Selling and administrative expenses decreased 5% and 2% for the quarter and year, respectively, primarily due to lower incentive compensation expense related to lower full-year performance expectations and a benefit from the effect of foreign currency translation. This favorability was partially offset by increases in headcount and merit compensation and fringe benefit costs. Purchased intangibles amortization increased for both the quarter and year due to $4 million of amortization expense related to the discontinuance of a product trade name intangible asset.

The increase in net income per diluted share in the quarter and year was principally attributable to fewer shares outstanding, as the benefit from the additional shares repurchased was offset by a decrease in net income and negative effects of foreign currency translation.

Net cash provided by operating activities for the year was $318 million in 2012 and $347 million in 2011. The $29 million decrease was primarily a result of lower net income in 2012, the timing of cash collections from customers and the timing of payments to vendors.

Within cash flows used in investing activities, year-to-date capital expenditures related to property, plant, equipment and software capitalization were $73 million and $51 million in 2012 and 2011, respectively. The current year’s capital expenditures include $23 million of construction costs and the acquisition of a building in the United Kingdom associated with a multi-year project to consolidate certain existing primary MS research, manufacturing and distribution locations. In 2012, the Company acquired its Israeli sales and service distributor, Baehr Thermoanalyse GmbH and Blue Reference, Inc. for a total of $31 million, net of cash acquired and including the assumption of $1 million of debt. These acquisitions are expected to add approximately $10 million to annual sales and are not expected to have a material impact on earnings in 2012.

Within cash flows used in financing activities, the Company received $21 million and $46 million of proceeds from stock plans in 2012 and 2011, respectively. Fluctuations in these amounts were primarily attributable to changes in the Company’s stock price and the expiration of stock option grants. 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. 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. The Company repurchased $229 million and $292 million of the Company’s outstanding common stock in 2012 and 2011, respectively, under the existing stock repurchase programs.

Results of Operations

Net Sales

Product sales for both the quarter and year decreased 3%. TA Division’s product sales declined 4% for the quarter and grew 4% for the year, while Waters Division product sales declined 3% and 4%, respectively. The decreases in

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the Waters Division product sales for both the quarter and the year were attributable to delays in capital spending by our customers as a result of the weakness in global economic conditions and the weakening of the Euro and Indian rupee. Foreign currency translation decreased product sales by 3% for both the quarter and the year.

Service sales increased 4% and 6% for the quarter and year, respectively, with foreign currency translation decreasing service sales by 3% for both the quarter and year. The increases in service sales were primarily attributable to increased sales of service plans and billings to a higher installed base of customers.

Waters Division Sales

Waters Division sales decreased 1% for both the quarter and year. The effect of foreign currency translation impacted the Waters Division across all product lines, resulting in a decrease in total sales of 3% for both the quarter and year.

Waters instrument system sales (LC and MS) decreased 5% for both the quarter and year. The declines in instrument systems sales were primarily attributable to delays in capital spending by our customers as a result of the weakness in global economic conditions and the weakening of the Euro and Indian rupee. Chemistry consumables sales increased 1% in the quarter and were flat thus far this year. Waters Division service sales increased 4% and 5% in the quarter and year, respectively, due to increased sales of service plans and billings to a higher installed base of customers. Waters Division sales by product line for the current year were approximately 50% for instrument systems, 19% for chemistry consumables and 31% for service. Waters Division sales by product line for the prior year were approximately 52% for instrument systems, 18% for chemistry consumables and 30% for service.

Waters Division sales in the quarter decreased 7% in Europe and 5% in the U.S., while sales increased 7% in Asia and 8% in the rest of the world. Waters Division sales for the year increased 3% in Asia and 1% in the U.S., while sales decreased 7% in Europe and 2% in the rest of the world. The decline in Europe’s sales was due to a 10% and 8% negative effect of foreign currency translation in the quarter and year, respectively. The sales growth in Asia for both the quarter and the year occurred primarily in China and was across all markets. The increase in sales in the rest of the world in the quarter was due to the higher demand from governmental and academic customers.

TA Division Net Sales

TA’s sales were 1% lower in the quarter and 5% higher in the year. Foreign currency translation decreased TA’s sales by 2% for both the quarter and year across all product lines. Recent acquisitions added approximately 4% to TA’s quarter and year-to-date sales. Instrument system sales decreased 4% in the quarter and increased 4% year-to-date. Instrument system sales represented approximately 74% of TA’s sales in the current year and 75% in the prior year. TA service sales increased 6% and 10% in the quarter and year, respectively, primarily due to increased sales of service plans and billings to a higher installed base of customers. Geographically, TA’s sales in the quarter grew 5% in Europe and declined in the U.S., Asia and the rest of the world. TA’s sales year-to-date have increased in the U.S., Europe, and Asia, while sales to the rest of the world declined. TA’s European sales benefited from additional sales from recent acquisitions, while the effect of foreign currency translation decreased Europe’s sales by 9% and 8% in the quarter and year, respectively.

Gross Profit

Gross profit decreased 3% and 1% for the quarter and year, respectively. Comparatively, gross profit as a percentage of sales decreased to 59.4% from 60.3% in the quarter and to 60.0% from 60.4% year-to-date. These declines can be primarily attributed to changes in instrument systems product mix and the negative effects of foreign currency translation.

Gross profit as a percentage of sales is affected by many factors, including, but not limited to, product mix and product costs of instrument systems and associated software platforms. Beginning in late 2012, the Company expects to introduce several new products and software platforms whose cost and amortization of capitalized software development costs will affect the Company’s product mix and may lower associated gross profit margins slightly as a percentage of sales. See Note 4 in the Notes to the Consolidated Financial Statements for estimated future amortization expense.

Selling and Administrative Expenses

Selling and administrative expenses decreased 5% and 2% for the quarter and year, respectively. The decrease was a result of lower sales commission and incentive bonus costs and the effects of foreign currency translation, offset by costs associated with headcount additions and higher merit compensation and fringe benefit costs. As a percentage of net sales, selling and administrative expenses were 25.6% for the current year quarter, 26.9% for the current year-to-date, 26.7% for the prior year quarter and 27.4% for the prior year-to-date.

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Litigation Provision

The Company made a $3 million litigation payment in the second quarter to settle a complaint that was filed against the Company alleging patent infringement.

Research and Development Expenses

Research and development expenses increased 2% and 4% for the quarter and year, respectively. The increases in research and development expenses were primarily due to development costs incurred on new products.

Provision for Income Taxes

The four principal jurisdictions the Company manufactures in are the U.S., Ireland, the United Kingdom and Singapore, where the marginal effective tax rates are approximately 37.5%, 12.5%, 24.5% and 0%, respectively. The Company has a contractual tax rate in Singapore of 0% through the end of 2016, while 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, including shifts between these jurisdictions; 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 rate for the quarter decreased to 14.4% from 16.8%. The Company’s year-to-date effective tax rate decreased to 14.7% from 15.6%. The income tax provision for the current quarter and year-to-date was favorably impacted by return-to-provision adjustments and unfavorably impacted by shifts in pre-tax income between jurisdictions with different effective tax rates. Included in the income tax provision for the prior year 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 0.5 percentage points in the prior year. The remaining differences between the effective tax rates for the current year as compared to the prior year were primarily attributable to differences in the proportionate amounts of pre-tax income recognized in jurisdictions with different effective tax rates.

Liquidity and Capital Resources

Condensed Consolidated Statements of Cash Flows (in thousands):

	Nine Months Ended
	September 29, 2012			October 1, 2011
Net income	$	285,499		$	295,821
Depreciation and amortization		51,225			50,045
Stock-based compensation		21,687			20,645
Deferred income taxes		(9,382	)		(7,072	)
Change in accounts receivable		5,506			10,040
Change in inventories		(36,558	)		(46,235	)
Change in accounts payable and other current liabilities		(18,971	)		(11,937	)
Change in deferred revenue and customer advances		16,217			20,970
Other changes		2,404			15,035
Net cash provided by operating activities		317,627			347,312
Net cash used in investing activities		(298,851	)		(194,714	)
Net cash used in financing activities		(53,396	)		(37,953	)
Effect of exchange rate changes on cash and cash equivalents		6,923			783
(Decrease) increase in cash and cash equivalents	$	(27,697	)	$	115,428

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Cash Flow from Operating Activities

Net cash provided by operating activities was $318 million and $347 million in the nine months ended September 29, 2012 and October 1, 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 decrease in net income:

• The change in accounts receivable in 2012 compared to 2011 was primarily attributable to timing of shipments and payments made by customers and lower sales volumes in 2012 as compared to 2011. Days-sales-outstanding (“DSO”) increased to 73 days at September 29, 2012 from 71 days at October 1, 2011. The effect of foreign currency had no impact on DSO’s in 2012 as compared to 2011.

• A lower increase in inventory levels in 2012 due to lower instrument systems volumes.

• 2012 and 2011 change in accounts payable and other current liabilities was a result of timing of payments to vendors, lower inventory levels and payments under the management incentive plans, offset somewhat by an increase in income taxes payable.

• Net cash provided from deferred revenue and customer advances in both 2012 and 2011 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 $299 million and $195 million in 2012 and 2011, respectively. Additions to fixed assets and capitalized software were $73 million in 2012 and $51 million in 2011. The current year’s capital expenditures include $23 million of construction costs and the acquisition of a building in the United Kingdom associated with a multi-year project to consolidate certain existing primary MS research, manufacturing and distribution locations. During 2012 and 2011, the Company purchased $1,385 million and $1,297 million of short-term investments while $1,190 million and $1,165 million of short-term investments matured, respectively. Business acquisitions, net of cash acquired, were $31 million during 2012 and $11 million in 2011.

Cash Used in Financing Activities

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. During 2012 and 2011, the Company’s total debt borrowings increased by $156 million and $206 million, respectively. As of September 29, 2012, the Company had a total of $1,148 million in outstanding debt, which consisted of $400 million in outstanding notes, $300 million borrowed under the term loan facility under the 2011 Credit Agreement, $440 million borrowed under revolving credit facilities under the 2011 Credit Agreement and $8 million borrowed under various other short-term lines of credit. 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 utilizes the revolving line of credit to fund its working capital needs. It is the Company’s intention to pay the outstanding revolving line of credit balance during the subsequent twelve months following the respective period end date; however, there can be no assurance that it will be able to do so. As of September 29, 2012, the Company had a total amount available to borrow under the 2011 Credit Agreement of $459 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 and 2011, the Company repurchased a total of 2.8 million and 3.6 million shares at a cost of $229 million and $292 million, respectively, under existing share repurchase 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 September 29, 2012, the Company had a total of $704 million authorized for future repurchases under the new share repurchase program. In addition, the Company repurchased $6 million of common stock during both 2012 and 2011 related to the vesting of restricted stock units.

The Company received $21 million and $46 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 and 2011, respectively.

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The Company had cash, cash equivalents and short-term investments of $1.4 billion as of September 29, 2012. The majority of the Company’s cash, cash equivalents and short-term investments are generated from foreign operations, with approximately $1.4 billion (mostly denominated in U.S. dollars) held in accounts of foreign subsidiaries at September 29, 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 managed by the Company’s cash flow from U.S. operations and the use of the Company’s revolving credit facilities.

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 and the ability to raise funds from external sources and the borrowing capacity from 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 for at least the next twelve months. In addition, there have been no recent significant changes to the Company’s financial position, nor are there any anticipated changes in the next twelve months, to warrant a material adjustment related to indefinitely reinvested foreign earnings.

Contractual Obligations and Commercial Commitments

A summary of the Company’s contractual obligations and commercial commitments is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 24, 2012. The Company reviewed its contractual obligations and commercial commitments as of September 29, 2012 and determined that there were no material changes from the information set forth in the Annual Report on Form 10-K.

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 that it has meritorious arguments in its current litigation matters and that any outcome, either individually or in the aggregate, will not be material to the Company’s financial position or results of operations.

For the nine months ended September 29, 2012, the Company contributed $5 million to the Company’s U.S. pension plans. During fiscal year 2012, the Company expects to contribute a total of approximately $7 million to $9 million to the Company’s defined benefit plans.

The Company is in the process of consolidating its facilities in the United Kingdom into one new facility, which is expected to cost approximately $70 million to construct. The Company believes it can fund the construction of this facility with cash flow from operations and its borrowing capacity from committed credit facilities.

The Company has not paid any dividends and does not plan to pay any dividends in the foreseeable future.

Critical Accounting Policies and Estimates

In the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, the Company’s most critical accounting policies and estimates upon which its financial status depends were identified as those relating to revenue recognition, loss provisions on accounts receivable and inventory, valuation of long-lived assets, intangible assets and goodwill, warranty, income taxes, pension and other postretirement benefit obligations, litigation and stock-based compensation. The Company reviewed its policies and determined that those policies remain the Company’s most critical accounting policies for the nine months ended September 29, 2012. The Company did not make any changes in those policies during the nine months ended September 29, 2012.

New Accounting Pronouncements

Refer to Note 12, Recent Accounting Standards Changes and Developments, in the Condensed Notes to Consolidated Financial Statements.

Special Note Regarding Forward-Looking Statements

Certain of the statements in this Quarterly Report on Form 10-Q, including the information incorporated by reference herein, may contain forward-looking statements within the meaning of Section 27A of the Securities Act

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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; new product launches; geographic sales mix of business; anticipated expenses, including interest expense, capitalized software costs, effective tax rates, and amortization expense; the impact of foreign currency translation; any adverse impact of the Company’s various ongoing tax audit examinations and litigation matters; the impact of the loss of intellectual property protection; the effect of new accounting pronouncements; 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; recording any impairment charges; the Company’s contributions to defined benefit plans; the Company’s expectations regarding the payment of dividends; 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 I, Item 2 of this Quarterly Report on Form 10-Q. 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 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; the effect of mergers and acquisitions on customer demand; and 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.

• Increased regulatory burdens as the Company’s business evolves, especially with respect to the Food and Drug Administration and Environmental Protection Agency, among others and 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 discussed in Part II, Item 1A of this Quarterly Report on Form 10-Q and under the heading “Risk Factors” under Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on February 24, 2012. 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 Quarterly Report on Form 10-Q 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.

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Item 3: Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the Company’s market risk during the nine months ended September 29, 2012. For information regarding the Company’s market risk, refer to Item 7A of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on February 24, 2012.

Item 4: 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 Quarterly Report on Form 10-Q. 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 September 29, 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.

Changes in Internal Controls Over Financial Reporting

There have been no changes 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 September 29, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II: Other Information

Item 1: Legal Proceedings

There have been no material changes in the Company’s legal proceedings during the nine months ended September 29, 2012 as described in Item 3 of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on February 24, 2012, with the exception of a $3 million payment made in June 2012 to settle a complaint that was filed against the Company alleging patent infringement.

Item 1A: Risk Factors

Information regarding risk factors of the Company is set forth under the heading “Risk Factors” under Part I, Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on February 24, 2012. The Company reviewed its risk factors as of September 29, 2012 and determined that there were no material changes from the ones set forth in the Form 10-K. These risks are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and operating results.

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Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer

The following table provides information about purchases by the Company during the three months ended September 29, 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  Plans or Programs (1)		Maximum Dollar Value of Shares that May Yet Be Purchased  Under the Plans or Programs
July 1 to July 28, 2012		—	$	—		—	$	770,695
July 29 to August 25, 2012		350	$	77.65		350	$	740,398
August 26 to September 29, 2012		450	$	81.68		450	$	703,642
Total		800	$	79.92		800	$	703,642

(1) The Company purchased 0.8 million shares of its outstanding common stock in the quarter ended September 29, 2012 in open market transactions pursuant to repurchase programs that were announced in February 2011 (the “2011 Program”) and May 2012 (the “2012 Program”). The 2011 Program has expired and the 2012 Program authorized the repurchase of up to $750 million of common stock in open market transactions over a two-year period.

Item 6: Exhibits

Exhibit Number	Description of Document
10.35	Incremental Commitment Agreement, dated as of August 9, 2012, among Waters Corporation, JPMorgan Chase Bank, N.A., and other Lenders party thereto.
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 Quarterly Report on Form 10-Q for the quarter ended September 29, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) Condensed Notes to Consolidated Financial Statements.

** 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.

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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, 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: November 2, 2012

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EX-10.35

Exhibit 10.35

EXECUTION COPY

INCREMENTAL COMMITMENT AGREEMENT

dated as of

August 9, 2012,

among

WATERS CORPORATION,

as Borrower,

The Subsidiary Guarantors Party Hereto,

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

J.P. MORGAN SECURITIES LLC,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

HSBC BANK USA, NATIONAL ASSOCIATION,

RBS CITIZENS, N.A. and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as Joint Lead Arrangers and Joint Bookrunners,

and

J.P. MORGAN CHASE BANK, N.A.,

BANK OF AMERICA, N.A.,

HSBC BANK USA, NATIONAL ASSOCIATION,

RBS CITIZENS, N.A. and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as Syndication Agents

INCREMENTAL COMMITMENT AGREEMENT dated as of August 9, 2012 (this “Agreement”), among WATERS CORPORATION, a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto, the INCREMENTAL REVOLVING LENDERS (as defined below) party hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), in its capacity as Administrative Agent under the Credit Agreement referred to below.

A. Reference is made to the Credit Agreement dated as of July 28, 2011 (the “Credit Agreement”), among the Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent. Pursuant to the Credit Agreement, the Lenders have extended credit to the Company, and have agreed to extend credit to the Company, in each case pursuant to the terms and subject to the conditions set forth therein. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Credit Agreement.

B. Pursuant to Section 2.10 of the Credit Agreement, the Company has requested that the total Revolving Commitments be increased by an amount not greater than $200,000,000.

C. Subject to the terms and conditions set forth herein, each Person party hereto whose name is set forth on Schedule I hereto (each such Person, an “Incremental Revolving Lender”) has agreed to extend a Revolving Commitment or increase its existing Revolving Commitment, as the case may be, to the Company in the amount set forth opposite its name on such Schedule (such commitments, the “Incremental Revolving Commitments”).

D. This Agreement is the incremental commitment agreement entered into pursuant to Section 2.10(a) of the Credit Agreement to provide for the Incremental Revolving Commitments referred to above.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Incremental Revolving Commitment. (a) Subject to the terms and conditions set forth herein, on the Commitment Increase Effective Date (as defined below), the Incremental Revolving Commitments of each Incremental Revolving Lender shall become effective. The Incremental Revolving Commitments shall terminate on the Maturity Date applicable to the Revolving Commitments outstanding under the Credit Agreement immediately prior to the Commitment Increase Effective Date (the “Existing Commitments”) and have terms (including in respect of fees and interest rates) identical to the terms of the Existing Commitments.

2

(b) From and after the Commitment Increase Effective Date, for all purposes of the Loan Documents, (i) the Incremental Revolving Commitments shall constitute “Commitments” and “Revolving Commitments” under the Credit Agreement and shall be deemed to constitute the same class of Commitments as the Existing Commitments, (ii) Loans made pursuant to the Incremental Revolving Commitments contemplated hereby shall constitute “Revolving Loans” and “Loans” under the Credit Agreement and shall be deemed to constitute the same class of Loans as any Loans made pursuant to the Existing Commitments and (iii) each Incremental Revolving Lender shall be (or in the case of any Incremental Revolving Lender with an Existing Commitment, continue to be) a “Revolving Lender” and a “Lender” under the Credit Agreement, and shall have all the rights and obligations of a Lender holding a Commitment under the Credit Agreement.

SECTION 2. Representations andWarranties. To induce the other parties hereto to enter into this Agreement, the Company represents and warrants to each of the Incremental Revolving Lenders and the Administrative Agent that:

(a) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and

(b) on the Commitment Increase Effective Date, and after giving effect to this Agreement and the transactions contemplated hereby to occur on such date, (i) the representations and warranties set forth in the Loan Documents (including the representations and warranties set forth in Section 3.06 and 3.07(b) of the Credit Agreement without giving effect to the phrase “As of the date hereof,” therein) are true and correct in all material respects as though made on and as ofthe Commitment Increase Effective Date, other than representations and warranties which are given as of a particular date (other than the representations and warranties set forth in Section 3.06 and 3.07(b) of the Credit Agreement), in which case such representations and warranties are true and correct as of that date, and (ii) no Default has occurred and is continuing.

SECTION 3. Conditions. This Agreement shall become effective as of the first date on which each of the following conditions is satisfied (the “Commitment Increase Effective Date”):

(a) the Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic transmission) that such party has signed a counterpart of this Agreement;

(b) the Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Incremental Revolving Lenders and dated the Commitment Increase Effective Date) of each of (i) Morgan, Lewis &

3

Bockius, LLP, counsel for the Company, substantially in the form of Exhibit C-1 of the Credit Agreement and (ii) the general counsel of the Company, substantially in the form of Exhibit C-2 of the Credit Agreement;

(c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the formation, existence and good standing of the Loan Parties and the authorization of the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel;

(d) the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied (without giving effect to the phrase “As of the date hereof,” in Section 3.06 or 3.07(b) of the Credit Agreement) on and as of the Commitment Increase Effective Date, and the Administrative Agent shall have received a certificate, dated the Commitment Increase Effective Date and signed by the chief financial officer of the Company, confirming compliance with such conditions;

(e) the Company shall have paid to the Administrative Agent for the account of each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans on the Commitment Increase Effective Date and, to the extent the Commitment Increase Effective Date occurs on a date other than the last day of the Interest Period relating to any Eurocurrency Loan outstanding immediately prior to the Commitment Increase Effective Date (and breakage costs result), shall have made payments required by Section 2.16 of the Credit Agreement in connection with the Commitment Increase; and

(f) the Administrative Agent shall have received reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company under the Credit Agreement or under Section 5 hereof.

SECTION 4. Reaffirmation of Guarantors. By executing this Agreement, each Subsidiary Guarantor consents to this Agreement and the Incremental Revolving Commitments provided for herein and confirms that the Subsidiary Guarantee Agreement to which it is party will continue to apply in respect of the Credit Agreement and the obligations of such Subsidiary Guarantor, in each case after giving effect to the Commitment Increase contemplated hereby.

SECTION 5. Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Agreement and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP.

SECTION 6. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken

4

together, shall constitute but one contract. Delivery of an executed signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

SECTION 8. Headings. The Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

5

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

WATERS CORPORATION,
	by	/s/ John A. Ornell
	Name: John A. Ornell
	Title: Chief Financial Officer and Vice President

WATERS TECHNOLOGIES CORPORATION,
	by	/s/ John A. Ornell
	Name: John A. Ornell
	Title: Chief Financial Officer and Vice President

ENVIRONMENTAL RESOURCE ASSOCIATES, INC.,
	by	/s/ John A. Ornell
	Name: John A. Ornell
	Title: Treasurer

NIHON WATERS LIMITED,
	by	/s/ John A. Ornell
	Name: John A. Ornell
	Title: Chief Financial Officer and Vice President

WATERS ASIA LIMITED,
	by	/s/ John A. Ornell
	Name: John A. Ornell
	Title: Chief Financial Officer and Vice President

[SIGNATURE PAGE TO INCREMENTAL COMMITMENT AGREEMENT]

TA INSTRUMENTS – WATERS LLC,
	By: Waters Technologies Corporation, its Managing Member
	/s/ John A. Ornell
		Name:	John A. Ornell
		Title:	Chief Financial Officer and Vice President

WATERS FINANCE V LLC,
	by	/s/ John A. Ornell
	Name: John A. Ornell
	Title: Chief Financial Officer and Vice President

[SIGNATURE PAGE TO INCREMENTAL COMMITMENT AGREEMENT]

JPMORGAN CHASE BANK, NA., as Administrative Agent
	by	/s/ Kenneth D. Coons
	Name: Kenneth D. Coons
	Title: Vice President – Senior Underwriter

[SIGNATURE PAGE TO INCREMENTAL COMMITMENT AGREEMENT]

SIGNATURE PAGE TO INCREMENTAL

COMMITMENT AGREEMENT

Name of Incremental Revolving Lender:	JPMORGAN CHASE BANK, N.A.
	by	/s/ Kenneth D. Coons
	Name: Kenneth D. Coons
	Title: Vice President – Senior Underwriter
Name of Incremental Revolving Lender:	Bank of America, N.A.
	by	/s/ Linda E.C. Alto
	Name: Linda E.C. Alto
	Title: Senior Vice President
Name of Incremental Revolving Lender:	HSBC Bank USA, National Association
	by	/s/ David A. Carroll
	Name: David A. Carroll
	Title: Vice President
Name of Incremental Revolving Lender:	RBS Citizens, N.A.
	by	/s/ Patrick Keffer
	Name: Patrick Keffer
	Title: Senior Vice President
Name of Incremental Revolving Lender:	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	by	/s/ Lillian Kim
	Name: Lillian Kim
	Title: Director

[SIGNATURE PAGE TO INCREMENTAL COMMITMENT AGREEMENT]

SIGNATURE PAGE TO INCREMENTAL

COMMITMENT AGREEMENT

Name of Incremental Revolving Lender:	Mizuho Corporate Bank (USA)
	by	/s/ Bertram Tang
	Name: Bertram Tang
	Title: SVP & Team Leader
Name of Incremental Revolving Lender:	U.S. Bank, N.A.
	by	/s/ Christopher T. Kordes
	Name: Christopher T. Kordes
	Title: Senior Vice President
Name of Incremental Revolving Lender:	TD Bank, N.A.
	by	/s/ Shreya Shah
	Name: Ms. Shreya Shah
	Title: Senior Vice President
Name of Incremental Revolving Lender:	DNB Bank ASA, Grand Cayman Branch
	by	/s/ PAL BOGER
	Name: PAL BOGER
	Title: Vice President

For any Incremental Revolving Lender requiring a second signature line:    

by	/s/ Geshu Sugandh
Name: Geshu Sugandh
Title: Vice President

[SIGNATURE PAGE TO INCREMENTAL COMMITMENT AGREEMENT]

SIGNATURE PAGE TO INCREMENTAL

COMMITMENT AGREEMENT

Name of Incremental Revolving Lender:	KEYBANK NATIONAL ASSOCIATION
	by	/s/ Sukanya V. Raj
	Name: Sukanya V. Raj
	Title: Vice President & Portfolio Manager
Name of Incremental Revolving Lender:	The Bank of New York Mellon
	by	/s/ Kenneth P. Sneider, Jr.
	Name: Kenneth P. Sneider, Jr.
	Title: Managing Director
Name of Incremental Revolving Lender:	The Huntington National Bank
	by	/s/ Jared Shaner
	Name: Jared Shaner
	Title: Staff Officer
Name of Incremental Revolving Lender:	THE NORTHERN TRUST COMPANY
	by	/s/ Daniel Boote
	Name: Daniel Boote
	Title: Senior Vice President

[SIGNATURE PAGE TO INCREMENTAL COMMITMENT AGREEMENT]

SIGNATURE PAGE TO INCREMENTAL

COMMITMENT AGREEMENT

Name of Incremental Revolving Lender:	The Governor and Company of the Bank of Ireland
	by	/s/ Padraig Rushe
	Name: Padraig Rushe
	Title: Authorized Signatory
For any Incremental Revolving Lender requiring a second signature line:
	by	/s/ Wendy Hobson
	Name: Wendy Hobson
	Title: Authorized Signatory
Name of Incremental Revolving Lender:	People’s United Bank
	by	/s/ Michael Maggiacomo
	Name: Michael Maggiacomo
	Title: SVP

[SIGNATURE PAGE TO INCREMENTAL COMMITMENT AGREEMENT]

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 quarterly report on Form 10-Q 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 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: November 2, 2012	/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 quarterly report on Form 10-Q 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 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: November 2, 2012	/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 Quarterly Report of Waters Corporation (the “Company”) on Form 10-Q for the period ended September 29, 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.

Date: November 2, 2012
	By:	/s/ Douglas A. Berthiaume
	Douglas A. Berthiaume
	Chief Executive Officer

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 Quarterly Report of Waters Corporation (the “Company”) on Form 10-Q for the period ended September 29, 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.

Date: November 2, 2012
	By:	/s/ John Ornell
	John Ornell
	Chief Financial Officer

XML

Debt (Details) (USD $)																						9 Months Ended		9 Months Ended
	Sep. 29, 2012	Dec. 31, 2011	Sep. 29, 2012 Long Term Debt [Member]	Dec. 31, 2011 Long Term Debt [Member]	Sep. 29, 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]	Sep. 29, 2012 Senior unsecured notes - Series B [Member]	Dec. 31, 2011 Senior unsecured notes - Series B [Member]	Mar. 01, 2010 Senior unsecured notes - Series B [Member]	Sep. 29, 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]	Sep. 29, 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]	Sep. 29, 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]	Sep. 29, 2012 Foreign subsidiary lines of credit [Member]	Dec. 31, 2011 Foreign subsidiary lines of credit [Member]	Sep. 29, 2012 Unsecured debt [Member]	Dec. 31, 2011 Unsecured debt [Member]	Sep. 29, 2012 Credit Agreement dated July 2011 [Member]	Dec. 31, 2011 Credit Agreement dated July 2011 [Member]	Sep. 29, 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]	Sep. 29, 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																												$ 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	447,703,000	290,832,000																		7,703,000	10,832,000								440,000,000		280,000,000
Long-term debt	700,000,000	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			300,000,000	300,000,000
Total debt	1,147,703,000	990,832,000
Weighted-average interest rate			2.15%	2.33%																2.11%	2.00%
Unused borrowing capacity																								459,000,000	419,000,000
Line of credit maximum borrowing capacity																				$ 111,000,000	$ 109,000,000

XML

Retirement Plans (Tables)

9 Months Ended

Sep. 29, 2012

Retirement Plans [Abstract]

Defined Benefit Plan, Net Periodic Benefit Cost

The summary of the components of net periodic pension costs for the plans for the three and nine months endedSeptember 29, 2012 and October 1, 2011 is as follows (in thousands):

		Three Months Ended
		September 29, 2012						October 1, 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
Service cost		$	3	$	182	$	948	$	-	$	134	$	936
Interest cost			1,452		90		499		1,554		94		519
Expected return on plan
	assets		(1,905)		(66)		(209)		(1,880)		(69)		(222)
Net amortization:
	Prior service credit		-		(13)		(69)		-		(13)		(22)
	Net actuarial loss		752		-		93		433		-		91
Net periodic pension cost		$	302	$	193	$	1,262	$	107	$	146	$	1,302

		Nine Months Ended
		September 29, 2012						October 1, 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
Service cost		$	7	$	545	$	2,842	$	-	$	402	$	2,862
Interest cost			4,355		271		1,497		4,662		282		1,570
Expected return on plan
	assets		(5,714)		(197)		(627)		(5,640)		(207)		(669)
Net amortization:
	Prior service credit		-		(40)		(206)		-		(39)		(22)
	Net actuarial loss		2,256		-		278		1,299		-		268
Net periodic pension cost		$	904	$	579	$	3,784	$	321	$	438	$	4,009

XML

Basis of Presentation and Significant Accounting Policies (Tables)

9 Months Ended

Sep. 29, 2012

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

Fair Value of Assets and Liabilities Measured on a Recurring Basis

The following table represents the Company's assets and liabilities measured at fair value on a recurring basis at September 29, 2012 (in thousands):

					Quoted Prices
					in Active		Significant
					Markets		Other		Significant
					for Identical		Observable		Unobservable
			Total at		Assets		Inputs		Inputs
			September 29, 2012		(Level 1)		(Level 2)		(Level 3)
Assets:
	Cash equivalents		$	108,987	$	-	$	108,987	$	-
	Short-term investments			1,092,148		-		1,092,148		-
	Waters 401(k) Restoration Plan assets			24,243		-		24,243		-
	Foreign currency exchange contract
		agreements		146		-		146		-
		Total	$	1,225,524	$	-	$	1,225,524	$	-
Liabilities:
	Foreign currency exchange contract
		agreements	$	531	$	-	$	531	$	-
		Total	$	531	$	-	$	531	$	-

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):

	Three Months Ended				Nine Months Ended
	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Realized gains (losses) on closed contracts	$	424	$	(3,941)	$	899	$	(1,971)
Unrealized gains on open contracts		593		160		851		312
Cumulative net pre-tax gains (losses)	$	1,017	$	(3,781)	$	1,750	$	(1,659)

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):

	September 29, 2012		December 31, 2011
Other current assets	$	146	$	81
Other current liabilities	$	531	$	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 nine months ended September 29, 2012 and October 1, 2011 (in thousands):

	Balance at						Balance at
	Beginning		Accruals for		Settlements		End of
	of Period		Warranties		Made		Period
Accrued warranty liability:
September 29, 2012	$	13,258	$	5,780	$	(6,153)	$	12,885
October 1, 2011	$	11,272	$	7,061	$	(5,837)	$	12,496

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Stock-Based Compensation (Details) (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended					3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012 Restricted Stock Plan [Member]	Sep. 29, 2012 Restricted Stock Unit Plan [Member]	Dec. 31, 2011 Restricted Stock Unit Plan [Member]	Sep. 29, 2012 Cost of sales [Member]	Oct. 01, 2011 Cost of sales [Member]	Sep. 29, 2012 Cost of sales [Member]	Oct. 01, 2011 Cost of sales [Member]	Sep. 29, 2012 Selling and administrative expenses [Member]	Oct. 01, 2011 Selling and administrative expenses [Member]	Sep. 29, 2012 Selling and administrative expenses [Member]	Oct. 01, 2011 Selling and administrative expenses [Member]	Sep. 29, 2012 Research and development expenses [Member]	Oct. 01, 2011 Research and development expenses [Member]	Sep. 29, 2012 Research and development expenses [Member]	Oct. 01, 2011 Research and development expenses [Member]	Sep. 29, 2012 Inventory [Member]	Dec. 31, 2011 Inventory [Member]	Sep. 29, 2012 Capitalized software [Member]	Dec. 31, 2011 Capitalized software [Member]
Stock-Based Compensation Allocation of Recognized Period Expense [Line Items]
Allocated stock-based compensation expense	$ 7,306,000	$ 6,882,000	$ 21,687,000	$ 20,645,000				$ 716,000	$ 587,000	$ 2,010,000	$ 1,912,000	$ 5,461,000	$ 5,654,000	$ 16,924,000	$ 16,392,000	$ 1,129,000	$ 641,000	$ 2,753,000	$ 2,341,000
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]
Shares granted					12	161
Shares vested						(225)
Shares forfeited						(13)
Unvested shares						577	654
Weighted-average grant date fair value of shares granted					$ 75.94	$ 87.81
Weighted-average grant date fair value of shares vested						$ 55.21
Weighted-average grant date fair value of shares forfeited						$ 59.68
Weighted-average grant date fair value of shares unvested at end of period						$ 67.30	$ 57.94
Award vesting period					The restrictions on these shares lapse at the end of a three-year period.	Restricted stock units are generally granted annually in February and vest in equal annual installments over a five-year period.
Stock Option Fair Value Assumptions and Methodology [Abstract]
Stock option fair value assumptions, risk free interest rate			1.00%	2.10%
Stock option fair value assumptions, expected life in years			6	6
Stock option fair value assumptions, expected volatility			38.00%	29.00%
Stock option fair value assumptions, expected dividends			$ 0	$ 0
Weighted-average grant date fair value of options granted			$ 28.68	$ 25.25
Stock Options Outstanding Roll Forward [Abstract]
Options outstanding at beginning of period			4,809
Options granted			32	32
Options exercised			(464)
Options canceled			(68)
Options outstanding at end of period	4,309		4,309
Weighted-average exercise price of options outstanding at beginning of period			$ 56.71
Weighted-average exercise price of options granted			$ 75.94	$ 78.10
Weighted-average exercise price of options exercised			$ 38.57
Weighted average exercise price of options canceled			$ 64.71
Weighted-average exercise price of options outstanding at end of period	$ 58.68		$ 58.68
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 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	$ 21.39		$ 21.39
Exercise price range of options outstanding at end of period, upper range limit	$ 79.15		$ 79.15

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Acquisitions (Details) (USD $)

9 Months Ended

9 Months Ended

9 Months Ended

9 Months Ended

9 Months Ended

Sep. 29, 2012

Mar. 01, 2012

Israeli sales and service distributor [Member]

Sep. 29, 2012

Israeli sales and service distributor [Member]

Customer Relationships [Member]

Mar. 01, 2012

Israeli sales and service distributor [Member]

Customer Relationships [Member]

Sep. 29, 2012

Baehr [Member]

Jan. 30, 2012

Baehr [Member]

Jan. 30, 2012

Baehr [Member]

Customer Relationships [Member]

Jan. 30, 2012

Baehr [Member]

Unpatented Technology [Member]

Jul. 13, 2012

Blue Reference [Member]

Sep. 29, 2012

Blue Reference [Member]

Customer Relationships [Member]

Jul. 13, 2012

Blue Reference [Member]

Customer Relationships [Member]

Sep. 29, 2012

Blue Reference [Member]

Unpatented Technology [Member]

Jul. 13, 2012

Blue Reference [Member]

Unpatented Technology [Member]

Business Acquisition [Line Items]

Cash acquired

$ 1,148,000

Accounts receivable acquired

319,000

Inventory acquired

2,887,000

Property, plant and equipment acquired

1,254,000

Other assets acquired

412,000

Goodwill acquired

18,460,000

4,000,000

7,000,000

8,000,000

Intangible assets acquired

15,966,000

2,000,000

1,000,000

4,000,000

1,000,000

8,000,000

Total assets acquired

40,446,000

Accrued expenses and other current liabilities acquired

2,896,000

Debt acquired

732,000

1,000,000

Deferred tax liability acquired

4,654,000

Cash paid for acquired entity

32,164,000

6,000,000

12,000,000

14,000,000

Weighted-average useful life of acquired intangible assets

10

10

5

7

Expected incremental annual sales from acquired entity

$ 10,000,000

Pro forma effect of business acquisitions

The impact of these acquisitions on the Company's net income since the acquisition date for the nine months ended September 29, 2012 was not significant.

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Acquisitions

9 Months Ended

Sep. 29, 2012

Acquisitions [Abstract]

Acquisitions

3 Acquisitions

TheCompany accounts for business acquisitions under the accounting standard 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 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 assetscomprised 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 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 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 our 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 are expected to add approximately $10 million on a full-year basis to the Company's annual sales. The impact of these acquisitions on the Company's net income since the acquisition date for the nine months ended September 29, 2012 was not significant.

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 acquisitionsof 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

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Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011
Earnings Per Share Reconciliation [Abstract]
Net income	$ 99,109	$ 101,257	$ 285,499	$ 295,821
Net income per basic common share	$ 1.13	$ 1.12	$ 3.24	$ 3.24
Net income per diluted common share	$ 1.12	$ 1.10	$ 3.19	$ 3.18
Weighted-average number of basic common shares	87,411,000	90,688,000	88,234,000	91,334,000
Effect of dilutive stock option, restricted stock and restricted stock unit securities	1,040,000	1,372,000	1,133,000	1,564,000
Weighted-average number of diluted common shares and equivalents	88,451,000	92,060,000	89,367,000	92,898,000
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	1,300,000	700,000	1,300,000	700,000

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Debt (Tables)

9 Months Ended

Sep. 29, 2012

Debt [Abstract]

Schedule of Outstanding Debt

The Company had the following outstanding debt at September 29, 2012 and December 31, 2011(in thousands):

		September 29, 2012		December 31, 2011
Foreign subsidiary lines of credit		$	7,703	$	10,832
2011 Credit Agreement			440,000		280,000
	Total notes payable and debt		447,703		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			300,000		300,000
	Total long-term debt		700,000		700,000
Total debt		$	1,147,703	$	990,832

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Goodwill and Other Intangibles (Tables)

9 Months Ended

Sep. 29, 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):

		September 29, 2012						December 31, 2011
						Weighted-						Weighted-
		Gross				Average		Gross				Average
		Carrying		Accumulated		Amortization		Carrying		Accumulated		Amortization
		Amount		Amortization		Period		Amount		Amortization		Period
Purchased intangibles		$	153,589	$	91,453	10	years	$	138,001	$	80,023	10	years
Capitalized software			276,919		147,550	5	years		253,379		138,573	5	years
Licenses			7,209		6,308	6	years		6,597		6,039	6	years
Patents and other
	intangibles		38,687		18,223	8	years		33,698		15,048	8	years
	Total	$	476,404	$	263,534	7	years	$	431,675	$	239,683	7	years

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Retirement Plans (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011
Retirement Plans [Abstract]
Estimated total employer contributions to defined benefit plans in current fiscal year, lower range			$ 7,000,000
Estimated total employer contributions to defined benefit plans in current fiscal year, higher range			9,000,000
U.S. Pension Plans
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	3,000	0	7,000	0
Interest cost	1,452,000	1,554,000	4,355,000	4,662,000
Expected return on plan assets	(1,905,000)	(1,880,000)	(5,714,000)	(5,640,000)
Net amortization: Prior service credit	0	0	0	0
Net amortization: Net actuarial loss	752,000	433,000	2,256,000	1,299,000
Net periodic benefit cost	302,000	107,000	904,000	321,000
Defined benefit plan, contributions by employer	4,000,000		5,000,000
U.S. Retiree Healthcare Plan
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	182,000	134,000	545,000	402,000
Interest cost	90,000	94,000	271,000	282,000
Expected return on plan assets	(66,000)	(69,000)	(197,000)	(207,000)
Net amortization: Prior service credit	(13,000)	(13,000)	(40,000)	(39,000)
Net amortization: Net actuarial loss	0	0	0	0
Net periodic benefit cost	193,000	146,000	579,000	438,000
Non-U.S. Pension Plans
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	948,000	936,000	2,842,000	2,862,000
Interest cost	499,000	519,000	1,497,000	1,570,000
Expected return on plan assets	(209,000)	(222,000)	(627,000)	(669,000)
Net amortization: Prior service credit	(69,000)	(22,000)	(206,000)	(22,000)
Net amortization: Net actuarial loss	93,000	91,000	278,000	268,000
Net periodic benefit cost	$ 1,262,000	$ 1,302,000	$ 3,784,000	$ 4,009,000

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Income Taxes (Tables)

9 Months Ended

Sep. 29, 2012

Income Taxes [Abstract]

Unrecognized Tax Benefits Roll Forward

The following is a summary of the activity in the Company's unrecognized tax benefits for the nine months ended September 29, 2012 and October 1, 2011 (in thousands):

		September 29, 2012		October 1, 2011
Balance at the beginning of the period		$	73,199	$	71,523
	Change in uncertain tax benefits		(1,941)		1,485
Balance at the end of the period		$	71,258	$	73,008

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 29, 2012

Stock-Based Compensation [Abstract]

Schedule of Stock-Based Compensation Expense

The consolidated statements of operations for the three and nine months endedSeptember 29, 2012 and October 1, 2011 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):

		Three Months Ended				Nine Months Ended
		September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Cost of sales		$	716	$	587	$	2,010	$	1,912
Selling and administrative expenses			5,461		5,654		16,924		16,392
Research and development expenses			1,129		641		2,753		2,341
	Total stock-based compensation	$	7,306	$	6,882	$	21,687	$	20,645

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 the nine months endedSeptember 29, 2012 and October 1, 2011 are as follows:

Options Issued and Significant Assumptions Used to Estimate Option Fair Values	September 29, 2012	October 1, 2011
Options issued in thousands	32	32
Risk-free interest rate	1.0%	2.1%
Expected life in years	6	6
Expected volatility	0.380	0.290
Expected dividends	-	-

Weighted-Average Exercise Price and Fair Value of Options on the Date of Grant	September 29, 2012		October 1, 2011
Exercise price	$	75.94	$	78.10
Fair value	$	28.68	$	25.25

Stock Options Outstanding Roll Forward

The following table summarizes stock option activity for the plans for the nine months endedSeptember 29, 2012(in thousands, except per share data):

		Number of Shares	Price per Share					Weighted-Average Exercise Price
Outstanding at December 31, 2011		4,809	$	21.39	to	$	79.15	$	56.71
	Granted	32		$	75.94			$	75.94
	Exercised	(464)	$	21.39	to	$	79.05	$	38.57
	Canceled	(68)	$	41.20	to	$	77.94	$	64.71
Outstanding at September 29, 2012		4,309	$	21.39	to	$	79.15	$	58.68

Restricted Stock Units Unvested Roll Forward

The following table summarizes the unvested restricted stock unit award activity for the nine months endedSeptember 29, 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	(13)	$	59.68
Unvested at September 29, 2012		577	$	67.30

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Inventories

9 Months Ended

Sep. 29, 2012

Inventory Items, Net Of Reserves Alternative [Abstract]

Inventories Disclosure

2  Inventories

Inventories are classified as follows (in thousands):

		September 29, 2012		December 31, 2011
Raw materials		$	75,288	$	71,993
Work in progress			19,118		12,293
Finished goods			152,588		128,578
	Total inventories	$	246,994	$	212,864

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Earnings Per Share (Tables)

9 Months Ended

Sep. 29, 2012

Earnings Per Share Reconciliation [Abstract]

Earnings Per Share Reconciliation

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

		Three Months Ended September 29, 2012
		Net Income		Weighted-Average Shares	Per Share
		(Numerator)		(Denominator)	Amount
Net income per basic common share		$	99,109	87,411	$	1.13
Effect of dilutive stock option, restricted
	stock and restricted stock unit securities			1,040
Net income per diluted common share		$	99,109	88,451	$	1.12

		Three Months Ended October 1, 2011
		Net Income		Weighted-Average Shares	Per Share
		(Numerator)		(Denominator)	Amount
Net income per basic common share		$	101,257	90,688	$	1.12
Effect of dilutive stock option, restricted
	stock and restricted stock unit securities			1,372
Net income per diluted common share		$	101,257	92,060	$	1.10

		Nine Months Ended September 29, 2012
		Net Income		Weighted-Average Shares	Per Share
		(Numerator)		(Denominator)	Amount
Net income per basic common share		$	285,499	88,234	$	3.24
Effect of dilutive stock option, restricted
	stock and restricted stock unit securities			1,133
Net income per diluted common share		$	285,499	89,367	$	3.19

		Nine Months Ended October 1, 2011
		Net Income		Weighted-Average Shares	Per Share
		(Numerator)		(Denominator)	Amount
Net income per basic common share		$	295,821	91,334	$	3.24
Effect of dilutive stock option, restricted
	stock and restricted stock unit securities			1,564
Net income per diluted common share		$	295,821	92,898	$	3.18

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Income Taxes (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011	Dec. 31, 2011	Dec. 31, 2010
Income Tax Contingency [Line Items]
Change in other uncertain tax benefits			$ (1,941,000)	$ 1,485,000
Unrecognized tax benefits	71,258,000	73,008,000	71,258,000	73,008,000	73,199,000	71,523,000
Expected change in unrecognized tax benefits in the next twelve months	(5,000,000)		(5,000,000)
Income Taxes (Details) [Abstract]
Effective income tax rate	14.40%	16.80%	14.70%	15.60%
U. K. Tax Contingency [Member]
Income Tax Contingency [Line Items]
Reversal of interest on unrecognized tax benefits				$ 2,000,000
Percentage point change in effective tax rate				(0.5)

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Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Sep. 29, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 356,293	$ 383,990
Short-term investments	1,092,148	897,361
Accounts receivable, less allowances for doubtful accounts and sales returns of $7,616 and $8,584 at September 29, 2012 and December 31, 2011, respectively	362,371	367,085
Inventories	246,994	212,864
Other current assets	79,692	80,804
Total current assets	2,137,498	1,942,104
Property, plant and equipment, net	261,115	237,095
Intangible assets, net	212,870	191,992
Goodwill	316,269	297,071
Other assets	69,388	54,972
Total assets	2,997,140	2,723,234
Current liabilities:
Notes payable and debt	447,703	290,832
Accounts payable	60,258	55,317
Accrued employee compensation	26,964	49,949
Deferred revenue and customer advances	128,072	109,922
Accrued income taxes	20,711	9,449
Accrued warranty	12,885	13,258
Other current liabilities	70,969	73,136
Total current liabilities	767,562	601,863
Long-term liabilities:
Long-term debt	700,000	700,000
Long-term portion of retirement benefits	96,201	92,970
Long-term income tax liability	70,343	72,613
Other long-term liabilities	33,155	29,210
Total long-term liabilities	899,699	894,793
Total liabilities	1,667,261	1,496,656
Commitments and contingencies (Notes 5, 6 and 10)
Stockholders' equity:
Preferred stock, par value $0.01 per share, 5,000 shares authorized, none issued at September 29, 2012 and December 31, 2011	0	0
Common stock, par value $0.01 per share, 400,000 shares authorized, 153,512 and 152,757 shares issued, 86,926 and 88,996 shares outstanding at September 29, 2012 and December 31, 2011, respectively	1,535	1,528
Additional paid-in capital	1,136,473	1,089,959
Retained earnings	3,336,946	3,051,447
Treasury stock, at cost, 66,586 and 63,761 shares at September 29, 2012 and December 31, 2011, respectively	(3,115,583)	(2,880,301)
Accumulated other comprehensive loss	(29,492)	(36,055)
Total stockholders' equity	1,329,879	1,226,578
Total liabilities and stockholders' equity	$ 2,997,140	$ 2,723,234

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Business Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011
Entity-Wide Revenue from External Customers [Line Items]
Product sales	$ 310,823	$ 321,348	$ 911,185	$ 940,834
Service sales	139,129	133,186	410,690	388,930
Total net sales	449,952	454,534	1,321,875	1,329,764
Waters instrument systems [Member]
Entity-Wide Revenue from External Customers [Line Items]
Product sales	202,513	212,664	583,081	616,596
Chemistry [Member]
Entity-Wide Revenue from External Customers [Line Items]
Product sales	73,126	72,104	220,026	220,125
TA instrument systems [Member]
Entity-Wide Revenue from External Customers [Line Items]
Product sales	35,184	36,580	108,078	104,113
Waters service [Member]
Entity-Wide Revenue from External Customers [Line Items]
Service sales	126,434	121,245	372,708	354,523
TA service [Member]
Entity-Wide Revenue from External Customers [Line Items]
Service sales	$ 12,695	$ 11,941	$ 37,982	$ 34,407

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011
Cash flows from operating activities:
Net income	$ 285,499	$ 295,821
Adjustments to reconcile net income to net cash provided by operating activities:
Provisions for doubtful accounts on accounts receivable	1,838	2,267
Provisions on inventory	8,334	7,477
Stock-based compensation	21,687	20,645
Deferred income taxes	(9,382)	(7,072)
Depreciation	27,101	27,267
Amortization of intangibles	24,124	22,778
Change in operating assets and liabilities, net of acquisitions:
Decrease in accounts receivable	5,506	10,040
Increase in inventories	(36,558)	(46,235)
(Increase) decrease in other current assets	(2,959)	4,532
Increase in other assets	(811)	(4,023)
Decrease in accounts payable and other current liabilities	(18,971)	(11,937)
Increase in deferred revenue and customer advances	16,217	20,970
(Decrease) increase in other liabilities	(3,998)	4,782
Net cash provided by operating activities	317,627	347,312
Cash flows from investing activities:
Additions to property, plant, equipment and software capitalization	(73,048)	(51,344)
Business acquisitions, net of cash acquired	(31,016)	(11,000)
Purchase of short-term investments	(1,384,717)	(1,297,497)
Maturity of short-term investments	1,189,930	1,165,127
Net cash used in investing activities	(298,851)	(194,714)
Cash flows from financing activities:
Proceeds from debt issuances	188,074	558,199
Payments on debt	(31,935)	(352,676)
Payments of debt issuance costs	(497)	(4,523)
Proceeds from stock plans	21,284	45,687
Purchase of treasury shares	(235,282)	(297,985)
Excess tax benefit related to stock option plans	4,061	15,316
Proceeds from (payments for) debt swaps and other derivative contracts	899	(1,971)
Net cash used in financing activities	(53,396)	(37,953)
Effect of exchange rate changes on cash and cash equivalents	6,923	783
(Decrease) increase in cash and cash equivalents	(27,697)	115,428
Cash and cash equivalents at beginning of period	383,990	308,498
Cash and cash equivalents at end of period	$ 356,293	$ 423,926

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Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $) Share data in Millions, unless otherwise specified	3 Months Ended		9 Months Ended					19 Months Ended	9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011	Dec. 31, 2011	Sep. 29, 2012 May 2012 Program [Member]	May 09, 2012 May 2012 Program [Member]	Aug. 31, 2012 February 2011 Program [Member]	Sep. 29, 2012 Programs authorized by Board of Directors [Member]	Oct. 01, 2011 Programs authorized by Board of Directors [Member]	Sep. 29, 2012 Related to the Vesting of Restricted Stock Units [Member]	Oct. 01, 2011 Related to the Vesting of Restricted Stock Units [Member]	Sep. 29, 2012 Unsecured debt [Member]	Dec. 31, 2011 Unsecured debt [Member]	Sep. 29, 2012 Held by foreign subsidiaries [Member]	Dec. 31, 2011 Held by foreign subsidiaries [Member]	Sep. 29, 2012 Significant Other Observable Inputs (Level 2)	Dec. 31, 2011 Significant Other Observable Inputs (Level 2)
Fair Value of Assets and Liabilities Measured on a Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 108,987,000		$ 108,987,000		$ 142,966,000												$ 108,987,000	$ 142,966,000
Short-term investments	1,092,148,000		1,092,148,000		897,361,000												1,092,148,000	897,361,000
Waters 401(k) Restoration Plan assets	24,243,000		24,243,000		20,667,000												24,243,000	20,667,000
Foreign currency exchange contract agreements, assets	146,000		146,000		81,000												146,000	81,000
Fair value of total assets measured on a recurring basis	1,225,524,000		1,225,524,000		1,061,075,000												1,225,524,000	1,061,075,000
Foreign currency exchange contract agreements, liabilities	531,000		531,000		1,317,000												531,000	1,317,000
Fair value of total liabilities measured on a recurring basis	531,000		531,000		1,317,000												531,000	1,317,000
Cash, Cash Equivalents and Short-Term Investments [Line Items]
Cash, cash equivalents and short-term investments	1,448,000,000		1,448,000,000		1,281,000,000										1,423,000,000	1,200,000,000
Cash equivalents description			The Company’s cash equivalents primarily 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	700,000,000		700,000,000		700,000,000								400,000,000	400,000,000
Fair value of debt instruments													416,000,000	410,000,000
Stock Repurchase Program [Line Items]
Stock repurchase program authorization amount							750,000,000
Treasury stock shares acquired								6.0	2.8	3.6
Treasury stock								497,000,000	229,000,000	292,000,000	6,000,000	6,000,000
Stock repurchase program period, in years							2
Stock repurchase program remaining amount authorized for future purchases						704,000,000
Summary of Derivative Instruments by Risk Exposure [Abstract]
Notional amount of forward foreign exchange contracts	133,000,000		133,000,000		161,000,000
Forward foreign exchange contract assets	146,000		146,000		81,000												146,000	81,000
Forward foreign exchange contract liabilities	531,000		531,000		1,317,000												531,000	1,317,000
Cumulative net pre-tax gains (losses) on forward foreign exchange contracts	1,017,000	(3,781,000)	1,750,000	(1,659,000)
Gain (loss) on closed forward foreign exchange contracts	424,000	(3,941,000)	899,000	(1,971,000)
Change in unrealized gain (loss) on open forward foreign exchange contracts	593,000	160,000	851,000	312,000
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.		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.
Warranty Accrual Roll Forward [Abstract]
Accrued warranty liability, balance at beginning of period			13,258,000	11,272,000
Accruals for warranties			5,780,000	7,061,000
Settlements made			(6,153,000)	(5,837,000)
Accrued warranty liability, balance at end of period	$ 12,885,000	$ 12,496,000	$ 12,885,000	$ 12,496,000

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Stock-Based Compensation (Policies)

9 Months Ended

Sep. 29, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation Policy

The Company accounts for stock-based compensation costs in accordance with the accounting standard for stock-based compensation, which requires 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 standard requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were 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 this standard, 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.

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Sep. 29, 2012	Dec. 31, 2011
Inventory Items, Net Of Reserves Alternative [Abstract]
Raw materials	$ 75,288	$ 71,993
Work in progress	19,118	12,293
Finished goods	152,588	128,578
Total inventories	$ 246,994	$ 212,864

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Recent Accounting Standard Changes and Developments (Policies)

9 Months Ended

Sep. 29, 2012

Recent Accounting Standard Changes and Developments [Abstract]

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 in the nine months ended September 29, 2012 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 in the nine months ended September 29, 2012 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.

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Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 29, 2012

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

Basis of Presentation and Summary of Significant Accounting Policies

1  Basis of Presentation and Summary of Significant Accounting Policies

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”), food 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, 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.

The Company's interim fiscal quarter typically ends on the thirteenth Saturday of each quarter. Since the Company's fiscal year end is December 31, the first and fourth fiscal quarters may not consist of thirteen complete weeks. The Company's third fiscal quarters for 2012 and 2011 ended on September 29, 2012 and October 1, 2011, respectively.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles (“GAAP”) in the United States of America.The consolidated financial statements include the accounts of the Company and its subsidiaries, most of which are wholly owned. All material inter-company balances and transactions have been eliminated.

The preparation of consolidated financial statements in conformity with 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 at the dates of the financial statements. Actual amounts may differ from these estimates under different assumptions or conditions.

It is management's opinion that the accompanying interim consolidated financial statements reflect all adjustments (which are normal and recurring) that are necessary for a fair statement of the results for the interim periods. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 24, 2012.

Cash, Cash Equivalents and Short-Term Investments

The Company's cash equivalents primarily 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, Canadiangovernment U.S. dollar-denominated treasury bills and commercial paper, bank deposits 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 September 29, 2012 and December 31, 2011, $1,423 millionout of $1,448 million and $1,200million out of $1,281 million, respectively, of the Company's total cash,cash equivalents and short-term investments were held by foreignsubsidiaries and may be subject to material tax repatriation effects.

Fair Value Measurements

In accordance with the accounting standards for fair value measurements and disclosures, certainof the Company's assets and liabilities are measured at fair value on a recurring basis as of September 29, 2012 and December 31, 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 September 29, 2012 (in thousands):

					Quoted Prices
					in Active		Significant
					Markets		Other		Significant
					for Identical		Observable		Unobservable
			Total at		Assets		Inputs		Inputs
			September 29, 2012		(Level 1)		(Level 2)		(Level 3)
Assets:
	Cash equivalents		$	108,987	$	-	$	108,987	$	-
	Short-term investments			1,092,148		-		1,092,148		-
	Waters 401(k) Restoration Plan assets			24,243		-		24,243		-
	Foreign currency exchange contract
		agreements		146		-		146		-
		Total	$	1,225,524	$	-	$	1,225,524	$	-
Liabilities:
	Foreign currency exchange contract
		agreements	$	531	$	-	$	531	$	-
		Total	$	531	$	-	$	531	$	-

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 Company's financial assets and liabilities 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. 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. After completing these validation procedures, the Company did not adjust or override any fair value measurements provided by third-party pricing services as of September 29, 2012 and December 31, 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 and fair value of the Company's fixed interest rate debt was $400 million and $416 million, respectively, at September 29, 2012. The carrying value and fair value of the Company's fixed interest rate debt was$400 million and $410 million, respectively, at December 31, 2011.

Hedge 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 hedge 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 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 September 29, 2012 and December 31, 2011, the Company held forward foreign exchange contracts with notional amounts totaling $133 million and $161 million, respectively.

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

	September 29, 2012		December 31, 2011
Other current assets	$	146	$	81
Other current liabilities	$	531	$	1,317

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

	Three Months Ended				Nine Months Ended
	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Realized gains (losses) on closed contracts	$	424	$	(3,941)	$	899	$	(1,971)
Unrealized gains on open contracts		593		160		851		312
Cumulative net pre-tax gains (losses)	$	1,017	$	(3,781)	$	1,750	$	(1,659)

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 the nine months endedSeptember 29, 2012 and October 1, 2011, the Company repurchased 2.8 million and 3.6 million shares of the Company's outstanding common stock at a cost of $229 million and $292 million, respectively,under existing share repurchase programs.As of September 29, 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. The Company has a total of $704 million authorized for future purchases under the May 2012share repurchase program. In addition, the Company repurchased $6 million of common stock during both the nine months ended September 29, 2012 and October 1, 2011related to the vesting of restricted stock units.

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 nine months ended September 29, 2012 and October 1, 2011 (in thousands):

	Balance at						Balance at
	Beginning		Accruals for		Settlements		End of
	of Period		Warranties		Made		Period
Accrued warranty liability:
September 29, 2012	$	13,258	$	5,780	$	(6,153)	$	12,885
October 1, 2011	$	11,272	$	7,061	$	(5,837)	$	12,496

Subsequent Events

The Company did not have any material subsequent events.

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Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 29, 2012	Dec. 31, 2011
Current assets:
Allowances for doubtful accounts and sales returns	$ 7,616	$ 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	153,512,000	152,757,000
Common stock, shares outstanding	86,926,000	88,996,000
Treasury stock, shares	66,586,000	63,761,000

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Business Segment Information

9 Months Ended

Sep. 29, 2012

Business Segment Information [Abstract]

Business Segment Information

11  Business Segment Information

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 three and nine months endedSeptember 29, 2012 and October 1, 2011 (in thousands):

			Three Months Ended				Nine Months Ended
			September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Product net sales:
	Waters instrument systems		$	202,513	$	212,664	$	583,081	$	616,596
	Chemistry			73,126		72,104		220,026		220,125
	TA instrument systems			35,184		36,580		108,078		104,113
		Total product sales		310,823		321,348		911,185		940,834
Service net sales:
	Waters service			126,434		121,245		372,708		354,523
	TA service			12,695		11,941		37,982		34,407
		Total service sales		139,129		133,186		410,690		388,930
Total net sales			$	449,952	$	454,534	$	1,321,875	$	1,329,764

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Document and Entity Information (USD $)	9 Months Ended
	Sep. 29, 2012	Oct. 26, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	WATERS CORP /DE/
Entity Central Index Key	0001000697
Document Type	10-Q
Document Fiscal Period Focus	Q3
Document Period End Date	Sep. 29, 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		86,954,060

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Recent Accounting Standard Changes and Developments

9 Months Ended

Sep. 29, 2012

Recent Accounting Standard Changes and Developments [Abstract]

Recent Accounting Standard Changes and Developments

12 Recent Accounting Standard Changes and Developments

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 in the nine months ended September 29, 2012 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 in the nine months ended September 29, 2012 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.

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Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011
Product sales	$ 310,823	$ 321,348	$ 911,185	$ 940,834
Service sales	139,129	133,186	410,690	388,930
Total net sales	449,952	454,534	1,321,875	1,329,764
Cost of product sales	122,861	124,228	352,894	361,409
Cost of service sales	59,841	56,090	176,357	164,841
Total cost of sales	182,702	180,318	529,251	526,250
Gross profit	267,250	274,216	792,624	803,514
Selling and administrative expenses	115,322	121,211	355,123	363,774
Research and development expenses	23,756	23,372	71,046	68,640
Purchased intangibles amortization	6,427	2,369	11,370	7,374
Litigation provision			3,000
Operating income	121,745	127,264	352,085	363,726
Interest expense	(7,107)	(6,159)	(20,476)	(15,294)
Interest income	1,184	613	2,984	2,139
Income from operations before income taxes	115,822	121,718	334,593	350,571
Provision for income taxes	16,713	20,461	49,094	54,750
Net income	$ 99,109	$ 101,257	$ 285,499	$ 295,821
Net income per basic common share	$ 1.13	$ 1.12	$ 3.24	$ 3.24
Weighted-average number of basic common shares	87,411	90,688	88,234	91,334
Net income per diluted common share	$ 1.12	$ 1.10	$ 3.19	$ 3.18
Weighted-average number of diluted common shares and equivalents	88,451	92,060	89,367	92,898

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Income Taxes

9 Months Ended

Sep. 29, 2012

Income Taxes [Abstract]

Income Taxes

6  Income Taxes

The Company accounts for its uncertain tax return reporting positions in accordance with the accounting standard for income taxes, which requires 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 prohibits any discounting of those unrecognized tax benefits for the time value of money.

The following is a summary of the activity in the Company's unrecognized tax benefits for the nine months ended September 29, 2012 and October 1, 2011 (in thousands):

		September 29, 2012		October 1, 2011
Balance at the beginning of the period		$	73,199	$	71,523
	Change in uncertain tax benefits		(1,941)		1,485
Balance at the end of the period		$	71,258	$	73,008

The Company's uncertain tax return reporting 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 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 ongoing 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 the three months endedSeptember 29, 2012, the Company did not record any material changes in the measurement of any unrecognized tax benefits, related net interest and penalties or deferred tax assets and liabilities due to settlement or possiblesettlement oftax audit examinations. As of September 29, 2012, the Company expects to record a reduction in the measurement of its unrecognized tax benefits and related net interest and penalties of approximately $5 million, due to the lapsing of statutes of limitations on potential tax assessments within the next twelve months. As of September 29, 2012, the Company does not otherwise expect to record any material changes in the measurement of any unrecognized tax benefits, related net interest and penalties or deferred tax assets and liabilities due to settlement or possible settlement of tax audit examinations or due to the lapsing of statutes of limitations on potential tax assessments within the next twelve months.

The Company's effective tax rates for the three months endedSeptember 29, 2012 and October 1, 2011were 14.4% and16.8%, respectively. The Company's effective tax rates for the nine months endedSeptember 29, 2012 and October 1, 2011were 14.7% and15.6%, respectively.The income tax provision for the three and nine months ended September 29, 2012 was favorably impacted by return-to-provision adjustments and unfavorably impacted by shifts in pre-tax income between jurisdictions with different effective tax rates. Included in the income tax provision for the nine months endedOctober 1, 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 0.5 percentage points in the prior year. The remaining differences between the effective tax rates for the current year as compared to the prior year were primarily attributable to differences in the proportionate amounts of pre-tax income recognized in jurisdictions with different effective tax rates.

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Debt

9 Months Ended

Sep. 29, 2012

Debt [Abstract]

Debt Disclosure

5  Debt

In July2011, Waters 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 revolving facility and term loan facility both mature on July28, 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. 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 utilizes the revolving line of credit to fund its working capital needs and can repay and re-borrow from the facility without penalty.

As of both September 29, 2012 and December 31, 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 September 29, 2012, the Company was in compliance with all debt covenants.

The Company had the following outstanding debt at September 29, 2012 and December 31, 2011(in thousands):

		September 29, 2012		December 31, 2011
Foreign subsidiary lines of credit		$	7,703	$	10,832
2011 Credit Agreement			440,000		280,000
	Total notes payable and debt		447,703		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			300,000		300,000
	Total long-term debt		700,000		700,000
Total debt		$	1,147,703	$	990,832

As of September 29, 2012 and December 31, 2011, the Company had a total amount available to borrow of $459million 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 2.15% and 2.33% at September 29, 2012 and December 31, 2011, respectively.

The Company and its foreign subsidiaries also had available short-term lines of credit totaling $111 million and$109million at September 29, 2012 andDecember 31, 2011, respectively, for the purpose of short-term borrowing and issuance of commercial guarantees. At September 29, 2012 and December 31, 2011, the weighted-average interest rates applicable to these short-term borrowings were2.11%and 2.02%, respectively.

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Earnings Per Share (Policies)

9 Months Ended

Sep. 29, 2012

Earnings Per Share [Abstract]

Earnings Per Share Policy

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

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

9 Months Ended

Sep. 29, 2012

Basis of Presentation and Summary of Significant Accounting Policies (Policies) [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”), food 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, 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.

Fiscal Period Description

The Company's interim fiscal quarter typically ends on the thirteenth Saturday of each quarter. Since the Company's fiscal year end is December 31, the first and fourth fiscal quarters may not consist of thirteen complete weeks. The Company's third fiscal quarters for 2012 and 2011 ended on September 29, 2012 and October 1, 2011, respectively.

Basis of Accounting Description

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles (“GAAP”) in the United States of America.

It is management's opinion that the accompanying interim consolidated financial statements reflect all adjustments (which are normal and recurring) that are necessary for a fair statement of the results for the interim periods. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 24, 2012.

Consolidation Policy

The consolidated financial statements include the accounts of the Company and its subsidiaries, most of which are wholly owned. All material inter-company balances and transactions have been eliminated.

Use of Estimates and Judgments

The preparation of consolidated financial statements in conformity with 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 at the dates of the financial statements. Actual amounts may differ from these estimates under different assumptions or conditions.

Cash, Cash Equivalents, and Short-term Investments

Cash, Cash Equivalents and Short-Term Investments

The Company's cash equivalents primarily 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, Canadiangovernment U.S. dollar-denominated treasury bills and commercial paper, bank deposits and investment-grade commercial paper.

Fair Value Measurements Policy

Fair Value Measurements

In accordance with the accounting standards for fair value measurements and disclosures, certainof the Company's assets and liabilities are measured at fair value on a recurring basis as of September 29, 2012 and December 31, 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.

Derivatives Policy

The Company records its hedge 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.

Product Warranty Policy

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.

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Earnings Per Share

9 Months Ended

Sep. 29, 2012

Earnings Per Share [Abstract]

Earnings Per Share

9  Earnings Per Share

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

		Three Months Ended September 29, 2012
		Net Income		Weighted-Average Shares	Per Share
		(Numerator)		(Denominator)	Amount
Net income per basic common share		$	99,109	87,411	$	1.13
Effect of dilutive stock option, restricted
	stock and restricted stock unit securities			1,040
Net income per diluted common share		$	99,109	88,451	$	1.12

		Three Months Ended October 1, 2011
		Net Income		Weighted-Average Shares	Per Share
		(Numerator)		(Denominator)	Amount
Net income per basic common share		$	101,257	90,688	$	1.12
Effect of dilutive stock option, restricted
	stock and restricted stock unit securities			1,372
Net income per diluted common share		$	101,257	92,060	$	1.10

		Nine Months Ended September 29, 2012
		Net Income		Weighted-Average Shares	Per Share
		(Numerator)		(Denominator)	Amount
Net income per basic common share		$	285,499	88,234	$	3.24
Effect of dilutive stock option, restricted
	stock and restricted stock unit securities			1,133
Net income per diluted common share		$	285,499	89,367	$	3.19

		Nine Months Ended October 1, 2011
		Net Income		Weighted-Average Shares	Per Share
		(Numerator)		(Denominator)	Amount
Net income per basic common share		$	295,821	91,334	$	3.24
Effect of dilutive stock option, restricted
	stock and restricted stock unit securities			1,564
Net income per diluted common share		$	295,821	92,898	$	3.18

For both the three and nine months endedSeptember 29, 2012, the Company had 1.3 million stock options that were antidilutive due to having higher exercise prices than the Company's average stock price during the period. For both the three and nine months endedOctober 1, 2011, the Company had 0.7 millionstock options that were antidilutive.These securities were not included in the computation of diluted EPS. The effect of dilutive securities was calculated using the treasury stock method.

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Litigation

3 Months Ended

Sep. 29, 2012

Litigation [Abstract]

Litigation

7  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.In June 2012, a $3 million payment was made tosettle a complaint that was filed against the Company alleging patent infringement.

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Stock-Based Compensation

9 Months Ended

Sep. 29, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

8  Stock-Based Compensation

The Company maintains various shareholder-approved, stock-based compensation plans which allow for the issuance of incentive or non-qualified stock options, stock appreciation rights, restricted stock or other types of awards (e.g. restricted stock units).

The Company accounts for stock-based compensation costs in accordance with the accounting standard for stock-based compensation, which requires 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 standard requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were 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 this standard, 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 three and nine months endedSeptember 29, 2012 and October 1, 2011 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):

		Three Months Ended				Nine Months Ended
		September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Cost of sales		$	716	$	587	$	2,010	$	1,912
Selling and administrative expenses			5,461		5,654		16,924		16,392
Research and development expenses			1,129		641		2,753		2,341
	Total stock-based compensation	$	7,306	$	6,882	$	21,687	$	20,645

As of both September 29, 2012 and December 31, 2011, the Company had capitalized stock-based compensation costs of less than $1 million in inventory in the consolidated balance sheets. As of September 29, 2012 and December 31, 2011, the Company had 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 the nine months endedSeptember 29, 2012 and October 1, 2011 are as follows:

Options Issued and Significant Assumptions Used to Estimate Option Fair Values	September 29, 2012	October 1, 2011
Options issued in thousands	32	32
Risk-free interest rate	1.0%	2.1%
Expected life in years	6	6
Expected volatility	0.380	0.290
Expected dividends	-	-

Weighted-Average Exercise Price and Fair Value of Options on the Date of Grant	September 29, 2012		October 1, 2011
Exercise price	$	75.94	$	78.10
Fair value	$	28.68	$	25.25

The following table summarizes stock option activity for the plans for the nine months endedSeptember 29, 2012(in thousands, except per share data):

		Number of Shares	Price per Share					Weighted-Average Exercise Price
Outstanding at December 31, 2011		4,809	$	21.39	to	$	79.15	$	56.71
	Granted	32		$	75.94			$	75.94
	Exercised	(464)	$	21.39	to	$	79.05	$	38.57
	Canceled	(68)	$	41.20	to	$	77.94	$	64.71
Outstanding at September 29, 2012		4,309	$	21.39	to	$	79.15	$	58.68

Restricted Stock

During the nine months endedSeptember 29, 2012, the Company granted twelve thousand shares of restricted stock. The fair value of these awards on the grant date was $75.94 per share. The restrictions on these shares lapse at the end of a three-year period.

Restricted Stock Units

The following table summarizes the unvested restricted stock unit award activity for the nine months endedSeptember 29, 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	(13)	$	59.68
Unvested at September 29, 2012		577	$	67.30

Restricted stock units are generally granted annually in February and vest in equal annual installments over a five-year period.

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Retirement Plans

9 Months Ended

Sep. 29, 2012

Retirement Plans [Abstract]

Retirement Plans

10  Retirement Plans

The Company sponsors various retirement plans. The summary of the components of net periodic pension costs for the plans for the three and nine months endedSeptember 29, 2012 and October 1, 2011 is as follows (in thousands):

		Three Months Ended
		September 29, 2012						October 1, 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
Service cost		$	3	$	182	$	948	$	-	$	134	$	936
Interest cost			1,452		90		499		1,554		94		519
Expected return on plan
	assets		(1,905)		(66)		(209)		(1,880)		(69)		(222)
Net amortization:
	Prior service credit		-		(13)		(69)		-		(13)		(22)
	Net actuarial loss		752		-		93		433		-		91
Net periodic pension cost		$	302	$	193	$	1,262	$	107	$	146	$	1,302

		Nine Months Ended
		September 29, 2012						October 1, 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
Service cost		$	7	$	545	$	2,842	$	-	$	402	$	2,862
Interest cost			4,355		271		1,497		4,662		282		1,570
Expected return on plan
	assets		(5,714)		(197)		(627)		(5,640)		(207)		(669)
Net amortization:
	Prior service credit		-		(40)		(206)		-		(39)		(22)
	Net actuarial loss		2,256		-		278		1,299		-		268
Net periodic pension cost		$	904	$	579	$	3,784	$	321	$	438	$	4,009

Included in the net periodic pension cost for the three and nine months ended September 29, 2012 and October 1, 2011 above are certain immaterial non-U.S. pension plans that were previously omitted from this disclosure. For the three and nine months ended September 29, 2012, the Company contributed $4 million and $5 million, respectively, to the Company's U.S. pension plans. During fiscal year 2012, the Company expects to contribute a total of approximately $7 million to $9 million to the Company's defined benefit plans.

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Business Segment Information (Tables)

9 Months Ended

Sep. 29, 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 three and nine months endedSeptember 29, 2012 and October 1, 2011 (in thousands):

			Three Months Ended				Nine Months Ended
			September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Product net sales:
	Waters instrument systems		$	202,513	$	212,664	$	583,081	$	616,596
	Chemistry			73,126		72,104		220,026		220,125
	TA instrument systems			35,184		36,580		108,078		104,113
		Total product sales		310,823		321,348		911,185		940,834
Service net sales:
	Waters service			126,434		121,245		372,708		354,523
	TA service			12,695		11,941		37,982		34,407
		Total service sales		139,129		133,186		410,690		388,930
Total net sales			$	449,952	$	454,534	$	1,321,875	$	1,329,764

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Income Taxes (Policies)

9 Months Ended

Sep. 29, 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 standard for income taxes, which requires 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 prohibits any discounting of those unrecognized tax benefits for the time value of money.

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Inventories (Tables)

9 Months Ended

Sep. 29, 2012

Inventory Items, Net Of Reserves Alternative [Abstract]

Inventory, Net of Reserves

Inventories are classified as follows (in thousands):

		September 29, 2012		December 31, 2011
Raw materials		$	75,288	$	71,993
Work in progress			19,118		12,293
Finished goods			152,588		128,578
	Total inventories	$	246,994	$	212,864

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Litigation (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 29, 2012
Litigation [Abstract]
Litigation provision	$ 3,000

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Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011
Net income	$ 99,109	$ 101,257	$ 285,499	$ 295,821
Foreign currency translation	23,936	(31,741)	9,811	10,312
Unrealized losses on investments before income taxes	(5)	(2,547)	(1,010)	(18)
Income tax benefit from unrealized losses on investments	1	891	351	6
Unrealized losses on investments, net of tax	(4)	(1,656)	(659)	(12)
Retirement liability adjustment	254	183	(4,349)	1,095
Income tax (expense) benefit from retirement liability adjustment	(89)	(64)	1,760	(383)
Retirement liability adjustment, net of tax	165	119	(2,589)	712
Other comprehensive income (loss)	24,097	(33,278)	6,563	11,012
Comprehensive income	$ 123,206	$ 67,979	$ 292,062	$ 306,833

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Goodwill and Other Intangibles

9 Months Ended

Sep. 29, 2012

Goodwill and Other Intangibles [Abstract]

Goodwill and Other Intangibles

4  Goodwill and Other Intangibles

The carrying amount of goodwill was $316 million and $297 million at September 29, 2012 and December 31, 2011, respectively. The Company's acquisitions increased goodwill by $18 million (Note 3)and the effect of currency translation increased goodwill by $1 million for the nine months ended September 29, 2012.

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

		September 29, 2012						December 31, 2011
						Weighted-						Weighted-
		Gross				Average		Gross				Average
		Carrying		Accumulated		Amortization		Carrying		Accumulated		Amortization
		Amount		Amortization		Period		Amount		Amortization		Period
Purchased intangibles		$	153,589	$	91,453	10	years	$	138,001	$	80,023	10	years
Capitalized software			276,919		147,550	5	years		253,379		138,573	5	years
Licenses			7,209		6,308	6	years		6,597		6,039	6	years
Patents and other
	intangibles		38,687		18,223	8	years		33,698		15,048	8	years
	Total	$	476,404	$	263,534	7	years	$	431,675	$	239,683	7	years

During the nine months ended September 29, 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 3). Amortization expense for intangible assets was $11 million and $7 millionfor the three months endedSeptember 29, 2012and October 1, 2011, respectively.Amortization expense for intangible assets was $24million and$23millionfor the nine months endedSeptember 29, 2012and October 1, 2011, respectively.Included in amortization expense for both the three and nine months ended September 29, 2012 is $4 million of amortization expense related to the discontinuance of a product tradename intangible asset. Amortization expense for intangible assets is estimated to be approximately $43 million per year for the years 2013 through 2017.The estimated significant increase in amortization expense is due to amortization associated with capitalized software costs related to the launch of a new software product platform planned late in the fourth quarter of 2012. The carrying value of the new software platform was approximately $98 million as of September 29, 2012. These costs, including expenditures related to ongoing enhancements, will be amortized over ten years.

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Acquisitions (Tables)

9 Months Ended

Sep. 29, 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 acquisitionsof 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

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Goodwill and Other Intangibles (Details) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011	Dec. 31, 2011
Goodwill [Line Items]
Goodwill	$ 316,269,000		$ 316,269,000		$ 297,071,000
Goodwill acquired	18,460,000		18,460,000
Goodwill foreign currency translation adjustments			1,000,000
Intangible Assets [Line Items]
Intangible assets, gross	476,404,000		476,404,000		431,675,000
Intangible assets, accumulated amortization	263,534,000		263,534,000		239,683,000
Intangible assets, average useful life in years			7		7
Intangible assets acquired	15,966,000		15,966,000
Intangible assets, gross foreign currency translation adjustments			(1,000,000)
Amortization of intangibles	11,000,000	7,000,000	24,124,000	22,778,000
Future amortization expense, year 1			43,000,000
Future amortization expense, year 2			43,000,000
Future amortization expense, year 3			43,000,000
Future amortization expense, year 4			43,000,000
Future amortization expense, year 5			43,000,000
Purchased intangibles [Member]
Intangible Assets [Line Items]
Intangible assets, gross	153,589,000		153,589,000		138,001,000
Intangible assets, accumulated amortization	91,453,000		91,453,000		80,023,000
Intangible assets, average useful life in years			10		10
Trade Names [Member]
Intangible Assets [Line Items]
Amortization of intangibles	4,000,000		4,000,000
Capitalized software [Member]
Intangible Assets [Line Items]
Intangible assets, gross	276,919,000		276,919,000		253,379,000
Intangible assets, accumulated amortization	147,550,000		147,550,000		138,573,000
Intangible assets, average useful life in years			5		5
Capitalized software [Member] | New software platform [Member]
Intangible Assets [Line Items]
Intangible assets, gross	98,000,000		98,000,000
Intangible assets, average useful life in years			10
Licenses [Member]
Intangible Assets [Line Items]
Intangible assets, gross	7,209,000		7,209,000		6,597,000
Intangible assets, accumulated amortization	6,308,000		6,308,000		6,039,000
Intangible assets, average useful life in years			6		6
Patents and other intangibles [Member]
Intangible Assets [Line Items]
Intangible assets, gross	38,687,000		38,687,000		33,698,000
Intangible assets, accumulated amortization	$ 18,223,000		$ 18,223,000		$ 15,048,000
Intangible assets, average useful life in years			8		8

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Acquisitions (Policies)

9 Months Ended

Sep. 29, 2012

Acquisitions [Abstract]

Business Combinations Policy

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