þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the fiscal year ended December 31, 2007 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
|
13-3668640 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
Securities registered pursuant to Section 12(b) of the Act: |
Common Stock, par value $0.01 per share
New York Stock Exchange, Inc. |
|
Securities registered pursuant to Section 12(g) of the Act: | None |
Large accelerated
filer
þ
|
Accelerated filer o |
Non-accelerated
filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
2
58
86
87
Item 1:
Business
3
Table of Contents
4
Table of Contents
5
Table of Contents
6
Table of Contents
7
Table of Contents
8
Table of Contents
9
Table of Contents
Item 1A:
Risk
Factors
10
Table of Contents
11
Table of Contents
Item 1B:
Unresolved
Staff Comments
Item 2:
Properties
Function (1)
Owned/Leased
D
Leased
M, R, S, A
Owned
M, R
Owned
M, R, S, A
Leased
M, S, D, A
Leased
M, R, S, D, A
Leased
M, R, S, D, A
Leased
S, D, A
Owned
S, A
Leased
R, S, D, A
Leased
S, A
Leased
M, R, D, A
Owned
M, R, S, D, A
Leased
M, R, S, D, A
Leased
M, R, D, A
Leased
M, R, S, A
Leased
R, A
Leased
M, R, D, S, A
Leased
(1)
M = Manufacturing; R = Research; S = Sales and Service; D =
Distribution; A = Administration
12
Table of Contents
International
Australia
Ireland
Taiwan
Austria
Italy
United Kingdom
Belgium
Japan
Brazil
Korea
Canada
Mexico
Czech Republic
Netherlands
Denmark
Peoples Republic of China
Finland
Poland
France
Puerto Rico
Germany
Spain
Hungary
Sweden
India
Switzerland
(2)
The Company operates more than one office within certain states
and foreign countries.
Item 3:
Legal
Proceedings
13
Table of Contents
Item 4:
Submission
of Matters to a Vote of Security Holders
14
Table of Contents
Item 5:
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
15
Table of Contents
DECEMBER 31, 2002 AMONG WATERS CORPORATION,
NYSE MARKET INDEX AND SIC CODE 3826 LABORATORY
ANALYTICAL INSTRUMENTS
2002
2003
2004
2005
2006
2007
100.00
152.25
214.83
173.55
224.84
363.04
100.00
145.87
179.02
184.63
210.53
267.50
100.00
129.55
146.29
158.37
185.55
195.46
16
Table of Contents
Price Range
High
Low
$
44.88
$
37.06
$
46.98
$
40.40
$
45.41
$
38.38
$
51.64
$
44.43
$
58.40
$
48.67
$
61.38
$
58.20
$
68.19
$
58.26
$
80.07
$
66.20
Total Number
of Shares
Maximum
Total
Purchased as Part
Dollar Value of
Number of
Average
of Publicly
Shares that May Yet
Shares
Price Paid
Announced
Be Purchased Under
Purchased
per Share
Programs (1)
the Programs
$
$
353,751
353,751
250
79.22
250
333,946
250
79.22
250
333,946
(1)
The Company purchased an aggregate of 3.4 million shares of
its outstanding common stock during 2007 in open market
transactions pursuant to repurchase programs that were announced
in October 2005 (the 2005 Program) and February 2007
(the 2007 Program). The 2005 Program authorized the
Company to repurchase up to $500.0 million of its
outstanding common stock in open market transactions and was
completed in the first quarter of 2007. The 2007 Program
authorized the repurchase of up to $500.0 million of common
stock in open market transactions over a two-year period.
Item 6:
Selected
Financial Data
Item 7:
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
17
Table of Contents
18
Table of Contents
19
Table of Contents
Balance
Balance
December 31,
December 31,
2006
Charges
Utilization
2007
$
1,433
$
$
(667
)
$
766
48
(48
)
$
1,481
$
$
(715
)
$
766
20
Table of Contents
21
Table of Contents
Balance
Balance
December 31,
December 31,
2005
Charges
Utilization
2006
$
$
6,443
$
(5,010
)
$
1,433
2,041
(1,993
)
48
$
$
8,484
$
(7,003
)
$
1,481
22
Table of Contents
23
Table of Contents
Year Ended December 31
2007
2006
2005
$
268,072
$
222,200
$
201,975
53,317
46,159
43,685
28,855
28,813
765
5,946
506
10,235
4,872
(26,266
)
(7,210
)
(4,041
)
(6,368
)
(29,853
)
(6,973
)
32,309
1,670
26,802
6,244
1,230
7,551
8,398
79
13,196
370,507
263,594
298,067
(167,907
)
(130,374
)
(51,045
)
(119,686
)
(125,906
)
(272,015
)
253
13,264
(20,496
)
$
83,167
$
20,578
$
(45,489
)
The change in accounts receivable in 2007 compared to 2006 is
primarily attributable to the timing of payments made by
customers and the higher sales volume in 2007 as compared to
2006. DSO increased to 66 days at December 31, 2007
from 64 days at December 31, 2006.
Inventory growth was much lower in 2007 compared to 2006
primarily due to 2006 having a higher
ramp-up
of
new products launched later in that year and the increased
levels of Alliance inventory during the 2006 outsourcing
transition to Singapore.
The 2007 changes in accounts payable and other current
liabilities and other changes compared to 2006 is primarily
attributable to the reclassification within these line items of
certain income tax liabilities from current to long-term
liabilities required by the adoption of FIN 48. The overall
net change in these items can be attributed to an increase in
accounts payable and accrued expenses resulting from the timing
of payments to vendors, an increase in income tax liabilities
and an increase in accrued compensation resulting from the
$12.6 million transitional contribution into the Waters
Employee Investment Plan partially offset by the reduction in
the pension liability relating to the freezing of the
U.S. Pension Plans. The one-time transitional contribution
into the Waters Employee Investment Plan will be made in the
first quarter of 2008.
The change in accounts payable and other current liabilities was
also impacted by a tax payment in 2006 in the amount of
$9.0 million related to the distribution and repatriation
of cash under the AJCA. No such payment was made in 2007. Also,
included in the change in accounts payable and other current
liabilities in 2006 were $7.0 million of severance and
other facility-related payments in connection with the cost
reduction initiative and a litigation payment of
$3.5 million to settle the Agilent litigation.
24
Table of Contents
Net cash provided from deferred revenue and customer advances in
both 2007 and 2006 was a result of the installed base of
customers renewing annual service contracts.
The change in accounts receivable in 2006 compared to 2005 is
primarily attributable to the timing of payments made by
customers and the higher sales volume in 2006 as compared to
2005. DSO decreased to 64 days at December 31, 2006
from 70 days at December 31, 2005.
The change in inventory in 2006 compared to 2005 results from
the increase in inventory due to the
ramp-up
of
new MS products, an increase in LC instrument inventory
associated with the transition to higher production levels of
ACQUITY systems from Alliance systems and a planned increase in
the Alliance inventory levels during the outsourcing transition.
The 2006 change in accounts payable and other current
liabilities was impacted by cash payments made on increased
inventory levels, severance and other facility related payments
of $7.0 million in connection with the cost reduction
initiative and a litigation payment of $3.5 million to
settle the Agilent litigation.
Also included in the change in accounts payable and other
current liabilities in 2006 was a tax payment in the amount of
$9.0 million related to the distribution and repatriation
of cash under the AJCA. During 2005, the income tax accrual was
increased by $24.0 million resulting from the repatriation
of funds under the AJCA.
Net cash provided from deferred revenue and customer advances in
both 2006 and 2005 was a result of the installed base of
customers renewing annual service contracts.
2006 net cash provided by operating activities as compared
to 2005 was impacted by the adoption of
SFAS No. 123(R). Under SFAS No. 123(R),
$16.5 million of benefits of tax deductions in excess of
recognized compensation costs were reported as cash from
financing activities in 2006; prior to the adoption of
SFAS No. 123(R), this benefit of $4.9 million in
2005 was reported as part of cash from operating activities.
25
Table of Contents
26
Table of Contents
Payments Due by Year
Total
2008
2009
2010
2011
2012
2013
After 2013
$
500,000
$
$
$
$
$
500,000
$
$
94,247
23,683
19,524
15,771
12,022
9,247
5,105
8,895
$
594,247
$
23,683
$
19,524
$
15,771
$
12,022
$
509,247
$
5,105
$
8,895
Amount of Commitments Expiration per Period
Total
2007
2008
2009
2010
2011
2012
After 2012
$
1,757
$
1,757
$
$
$
$
$
$
(1)
The interest rates applicable to any U.S. borrowings under the
2007 Credit Agreement are, at the Companys option, equal
to either the base rate (which is the higher of the prime rate
or the federal funds rate plus 1/2%) or the applicable 1, 2, 3,
6, 9 or 12 month LIBOR rate, in each case, plus an interest
rate margin based upon the Companys leverage ratio, which
can range between 33 basis points and 72.5 basis
points. At current and long-term debt levels and interest rates
consistent with those at December 31, 2007, the
Companys interest expense would be approximately
$44.0 million annually, which is not disclosed in the above
table.
(2)
Does not include normal purchases made in the ordinary course of
business.
27
Table of Contents
The preparation of consolidated financial statements
requires the Company to make estimates and judgments that affect
the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent liabilities.
Critical accounting policies are those that are central to the
presentation of the Companys financial condition and
results of operations that require management to make estimates
about matters that are highly uncertain and that would have a
material impact on the Companys results of operations
given changes in the estimate that are reasonably likely to
occur from period to period or use of different estimates that
reasonably could have been used in the current period. On an
ongoing basis, the Company evaluates its policies and estimates.
The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different
assumptions or conditions. There are other items within the
Companys consolidated financial statements that require
estimation but are not deemed critical as defined above. Changes
in estimates used in these and other items could potentially
have a material impact on the Companys consolidated
financial statements.
28
Table of Contents
significant underperformance relative to expected historical or
projected future operating results;
significant negative industry or economic trends; and,
significant changes or developments in strategic technological
collaborations or legal matters which affect the Companys
capitalized patent, trademark and intellectual properties, such
as licenses.
29
Table of Contents
30
Table of Contents
31
Table of Contents
Unrecognized
Compensation
Weighted-Average
Costs
Life in Years
$
51.2
3.1
$
19.5
4.6
$
0.4
1.7
$
71.1
3.5
32
Table of Contents
Item 7A:
Quantitative
and Qualitative Disclosures About Market Risk
33
Table of Contents
34
Table of Contents
35
Table of Contents
Item 8:
Financial
Statements and Supplementary Data
36
Table of Contents
37
Table of Contents
38
Table of Contents
December 31,
2007
2006
2005
(In thousands, except per share data)
$
1,072,864
$
922,532
$
834,673
400,184
357,697
323,563
1,473,048
1,280,229
1,158,236
437,936
365,241
321,344
193,186
170,944
157,011
631,122
536,185
478,355
841,926
744,044
679,881
403,703
357,664
321,694
80,649
77,306
66,905
8,695
5,439
5,005
3,122
8,484
348,879
295,151
283,155
(5,847
)
(3,103
)
(56,515
)
(51,657
)
(24,744
)
30,828
25,312
19,255
323,192
262,959
274,563
55,120
40,759
72,588
$
268,072
$
222,200
$
201,975
$
2.67
$
2.16
$
1.77
100,500
102,691
114,023
$
2.62
$
2.13
$
1.74
102,505
104,240
115,945
39
Table of Contents
Year Ended December 31,
2007
2006
2005
(In thousands)
$
268,072
$
222,200
$
201,975
1,382
1,661
1,252
6,024
5,903
7,093
5,847
4,820
28,855
28,813
765
5,946
506
10,235
27,467
25,896
23,669
25,850
20,263
20,016
4,872
(26,266
)
(7,210
)
(4,041
)
(6,368
)
(29,853
)
(6,973
)
(3,032
)
(2,919
)
1,102
(6,600
)
(13,146
)
(2,534
)
32,309
1,670
26,802
6,244
1,230
7,551
10,624
2,733
1,463
370,507
263,594
298,067
(60,342
)
(51,421
)
(51,045
)
(9,076
)
(78,953
)
(3,532
)
(390,542
)
294,861
724
(167,907
)
(130,374
)
(51,045
)
1,131,834
406,844
915,512
(1,151,119
)
(334,629
)
(545,889
)
(1,081
)
(443
)
91,427
39,913
16,801
(200,648
)
(249,203
)
(659,285
)
16,999
16,503
(7,098
)
(5,334
)
1,289
(119,686
)
(125,906
)
(272,015
)
253
13,264
(20,496
)
83,167
20,578
(45,489
)
514,166
493,588
539,077
$
597,333
$
514,166
$
493,588
$
29,294
$
38,049
$
27,743
$
49,224
$
51,853
$
23,995
40
Table of Contents
Accumulated
Number of
Additional
Other
Total
Statements of
Common
Common
Paid-in
Deferred
Retained
Treasury
Comprehensive
Stockholders
Comprehensive
Shares
Stock
Capital
Compensation
Earnings
Stock
Income (Loss)
Equity
Income
(In thousands)
141,367
$
1,414
$
366,224
$
(157
)
$
902,582
$
(655,161
)
$
63,784
$
678,686
201,975
201,975
$
201,975
(44,383
)
(44,383
)
(44,383
)
7,731
7,731
7,731
(1,021
)
(1,021
)
(1,021
)
(1,439
)
(1,439
)
(1,439
)
(39,112
)
(39,112
)
(39,112
)
$
162,863
76
1
2,671
2,672
824
8
14,121
14,129
7
320
(320
)
4,872
4,872
78,753
78,753
(659,285
)
(659,285
)
222
222
13
720
720
142,287
$
1,423
$
467,681
$
(255
)
$
1,104,557
$
(1,314,446
)
$
24,672
$
283,632
222,200
222,200
$
222,200
27,072
27,072
27,072
(10,575
)
(10,575
)
(10,575
)
4,210
4,210
4,210
20,707
20,707
20,707
$
242,907
(1,714
)
(1,714
)
70
1
2,636
2,637
1,727
17
37,259
37,276
16,503
16,503
(249,203
)
(249,203
)
(255
)
255
8
30,345
30,345
144,092
$
1,441
$
554,169
$
$
1,326,757
$
(1,563,649
)
$
43,665
$
362,383
268,072
268,072
$
268,072
26,276
26,276
26,276
(11,720
)
(11,720
)
(11,720
)
8,852
8,852
8,852
(841
)
(841
)
(841
)
22,567
22,567
22,567
$
290,639
61
1
2,883
2,884
2,844
28
88,515
88,543
16,999
16,999
(3,905
)
(3,905
)
(200,648
)
(200,648
)
64
1
29,180
29,181
147,061
$
1,471
$
691,746
$
$
1,590,924
$
(1,764,297
)
$
66,232
$
586,076
41
Table of Contents
1
Description
of Business, Organization and Basis of Presentation
2
Summary
of Significant Accounting Policies
42
Table of Contents
43
Table of Contents
Balance at
Balance at
Beginning of Period
Additions
Deductions
End of Period
$
8,439
$
6,617
$
(5,422
)
$
9,634
$
6,550
$
4,254
$
(2,365
)
$
8,439
$
7,100
$
3,726
$
(4,276
)
$
6,550
44
Table of Contents
45
Table of Contents
46
Table of Contents
47
Table of Contents
48
Table of Contents
Balance at
Accruals for
Settlements
Balance at
Beginning of Period
Warranties
Made
End of Period
$
12,619
$
19,719
$
(19,219
)
$
13,119
$
11,719
$
17,940
$
(17,040
)
$
12,619
$
10,565
$
19,679
$
(18,525
)
$
11,719
49
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50
Table of Contents
3
Inventories
December 31
2007
2006
$
51,426
$
51,568
16,970
17,400
107,492
99,469
$
175,888
$
168,437
4
Property,
Plant and Equipment
December 31
2007
2006
$
8,755
$
8,261
118,517
109,504
206,361
185,807
13,735
6,506
347,368
310,078
(186,512
)
(160,816
)
$
160,856
$
149,262
5
Business
Investments
51
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6
Acquisitions
52
Table of Contents
$
368
4,408
68
44,608
29,866
1,417
80,735
3,636
3,774
11,574
$
61,751
$
950
1,837
142
3,716
7,707
285
14,637
812
$
13,825
53
Table of Contents
Year Ended December 31,
2007
2006
2005
$
1,475,477
$
1,303,408
$
1,187,029
$
268,265
$
226,524
$
205,560
$
2.67
$
2.21
$
1.80
$
2.62
$
2.17
$
1.77
7
Goodwill
and Other Intangibles
54
Table of Contents
December 31, 2007
December 31, 2006
Weighted-
Weighted-
Gross
Average
Gross
Average
Carrying
Accumulated
Amortization
Carrying
Accumulated
Amortization
Amount
Amortization
Period
Amount
Amortization
Period
$
111,207
$
43,180
10 years
$
103,930
$
33,294
10 years
133,215
74,298
4 years
108,072
60,223
4 years
10,522
7,011
9 years
10,352
6,166
9 years
19,182
7,878
8 years
14,813
5,831
8 years
$
274,126
$
132,367
7 years
$
237,167
$
105,514
8 years
8
Debt
55
Table of Contents
56
Table of Contents
9
Income
Taxes
Year Ended December 31
2007
2006
2005
$
1,638
$
11,812
$
53,757
321,554
251,147
220,806
$
323,192
$
262,959
$
274,563
$
62,126
$
46,883
$
63,437
(7,006
)
(6,124
)
9,151
$
55,120
$
40,759
$
72,588
$
10,239
$
6,121
$
39,852
1,700
2,603
4,488
43,181
32,035
28,248
$
55,120
$
40,759
$
72,588
$
113,117
$
92,036
$
96,097
(2,676
)
(3,384
)
1,105
1,692
1,286
(59,395
)
(49,568
)
(44,658
)
24,000
293
(725
)
(753
)
$
55,120
$
40,759
$
72,588
57
Table of Contents
December 31
2007
2006
$
107,362
$
115,325
3,824
2,411
2,106
3,436
13,192
8,807
16,487
20,731
11,458
11,240
1,530
1,902
9,787
11,383
9,733
6,907
175,479
182,142
(81,639
)
(86,826
)
93,840
95,316
(14,149
)
(11,155
)
(6,422
)
(5,937
)
(16,604
)
(15,652
)
(119
)
(80
)
(37,294
)
(32,824
)
$
56,546
$
62,492
Table of Contents
$
62,418
6,045
$
68,463
59
Table of Contents
10
Patent
Litigation
60
Table of Contents
11
Restructuring
and Other Charges
Balance
Balance
December 31,
December 31,
2006
Charges
Utilization
2007
$
1,433
$
$
(667
)
$
766
48
(48
)
$
1,481
$
$
(715
)
$
766
12
Other
Commitments and Contingencies
$
23,683
19,524
15,771
12,022
23,247
61
Table of Contents
13
Stock-Based
Compensation
2007
2006
2005
$
3,352
$
4,345
$
21,225
19,357
765
4,278
5,111
$
28,855
$
28,813
$
765
62
Table of Contents
2005
$
201,975
(22,729
)
556
$
179,802
$
1.77
$
1.58
$
1.74
$
1.55
63
Table of Contents
2007
2006
2005
516
572
551
3.8
4.5
4.3
6.0
6.0
6.0
.291
.280
.270
2007
2006
2005
$
75.29
$
48.64
$
39.51
$
27.33
$
18.08
$
14.22
Weighted
Remaining
Weighted
Exercise
Number of Shares
Average
Contractual Life of
Number of Shares
Average
Outstanding
Exercise Price
Options Outstanding
Exercisable
Exercise Price
249
$
19.67
0.9
249
$
19.67
3,355
$
31.41
5.3
2,670
$
30.46
2,182
$
47.68
7.4
944
$
47.36
1,311
$
74.32
5.4
842
$
72.31
7,097
$
43.93
5.8
4,705
$
40.77
Weighted Average
Number of Shares
Price per Share
Exercise Price
9,507
$
9.39 to $80.97
$
38.44
516
$
48.88 to $77.94
$
75.29
(2,842
)
$
9.39 to $72.06
$
31.16
(84
)
$
21.39 to $72.06
$
49.71
7,097
$
19.50 to $80.97
$
43.93
64
Table of Contents
Weighted-Average
Shares
Price
315
$
43.02
250
$
53.93
(60
)
$
43.23
(16
)
$
46.39
489
$
48.44
65
Table of Contents
14
Earnings
Per Share
Year Ended December 31, 2007
Weighted-Average
Net Income
Shares
Per Share
(Numerator)
(Denominator)
Amount
$
268,072
100,500
$
2.67
1,445
560
$
268,072
102,505
$
2.62
Year Ended December 31, 2006
Weighted-Average
Net Income
Shares
Per Share
(Numerator)
(Denominator)
Amount
$
222,200
102,691
$
2.16
1,217
332
$
222,200
104,240
$
2.13
Year Ended December 31, 2005
Weighted-Average
Net Income
Shares
Per Share
(Numerator)
(Denominator)
Amount
$
201,975
114,023
$
1.77
1,831
91
$
201,975
115,945
$
1.74
66
Table of Contents
15
Comprehensive
Income
Year Ended December 31
2007
2006
2005
$
268,072
$
222,200
$
201,975
26,276
27,072
(44,383
)
(18,031
)
(16,269
)
11,894
6,311
5,694
(4,163
)
(11,720
)
(10,575
)
7,731
14,556
16,497
(36,652
)
(1,294
)
(2,214
)
453
775
(841
)
(1,439
)
8,852
4,210
(1,021
)
22,567
20,707
(39,112
)
$
290,639
$
242,907
$
162,863
16
Retirement
Plans
67
Table of Contents
2007
2006
U.S.
U.S.
U.S.
Retirement
Non-U.S.
U.S.
Retirement
Non-U.S.
Pension
Healthcare
Pension
Pension
Healthcare
Pension
Plans
Plan
Plans
Plans
Plan
Plans
$
91,413
$
4,941
$
21,084
$
81,689
$
4,530
$
19,775
7,122
658
1,224
7,916
629
1,137
5,271
277
815
4,529
241
687
(6,448
)
77
987
(3,016
)
(162
)
(1,279
)
(1,404
)
(166
)
(1,073
)
(2,108
)
(298
)
(1,476
)
(2,304
)
(293
)
(800
)
1,348
1,358
$
92,311
$
5,416
$
21,716
$
91,413
$
4,941
$
21,084
68
Table of Contents
2007
2006
U.S.
U.S.
U.S.
Retirement
Non-U.S.
U.S.
Retirement
Non-U.S.
Pension
Healthcare
Pension
Pension
Healthcare
Pension
Plans
Plan
Plans
Plans
Plan
Plans
$
91,989
$
*
$
17,133
$
83,966
$
*
$
17,016
*
Not applicable.
2007
2006
U.S.
U.S.
U.S.
Retirement
Non-U.S.
U.S.
Retirement
Non-U.S.
Pension
Healthcare
Pension
Pension
Healthcare
Pension
Plans
Plan
Plans
Plans
Plan
Plans
$
69,380
$
1,753
$
10,750
$
60,803
$
1,277
$
8,878
7,886
92
622
6,017
223
543
4,309
189
1,016
3,877
190
1,217
398
356
(2,108
)
(298
)
(1,476
)
(2,304
)
(293
)
(800
)
77
987
371
912
$
79,544
$
2,134
$
11,283
$
69,380
$
1,753
$
10,750
2007
2006
U.S.
U.S.
U.S.
Retirement
Non-U.S.
U.S.
Retirement
Non-U.S.
Pension
Healthcare
Pension
Pension
Healthcare
Pension
Plans
Plan
Plans
Plans
Plan
Plans
$
(92,311
)
$
(5,416
)
$
(21,716
)
$
(91,413
)
$
(4,941
)
$
(21,084
)
79,544
2,134
11,283
69,380
1,753
10,750
$
(12,767
)
$
(3,282
)
$
(10,433
)
$
(22,033
)
$
(3,188
)
$
(10,334
)
2007
2006
U.S.
U.S.
U.S.
Retirement
Non-U.S.
U.S.
Retirement
Non-U.S.
Pension
Healthcare
Pension
Pension
Healthcare
Pension
Plans
Plan
Plans
Plans
Plan
Plans
$
$
$
2,467
$
$
$
1,733
(59
)
(46
)
(40
)
(90
)
(12,708
)
(3,282
)
(12,854
)
(21,993
)
(3,188
)
(11,977
)
$
(12,767
)
$
(3,282
)
$
(10,433
)
$
(22,033
)
$
(3,188
)
$
(10,334
)
69
Table of Contents
2007
2006
2005
U.S.
U.S.
U.S.
U.S.
Retirement
Non-U.S.
U.S.
Retirement
Non-U.S.
U.S.
Retirement
Non-U.S.
Pension
Healthcare
Pension
Pension
Healthcare
Pension
Pension
Healthcare
Pension
Plans
Plan
Plans
Plans
Plan
Plans
Plans
Plan
Plans
$
7,122
$
260
$
1,224
$
7,916
$
273
$
1,137
$
6,931
$
274
$
1,177
5,271
277
815
4,529
241
687
3,898
214
722
(5,427
)
(127
)
(400
)
(4,695
)
(95
)
(328
)
(4,142
)
(75
)
(490
)
(55
)
(53
)
(82
)
(54
)
(82
)
(54
)
613
20
1,234
13
933
53
(466
)
$
7,058
$
357
$
1,659
$
8,902
$
365
$
1,509
$
7,538
$
359
$
1,462
2007
2006
U.S.
U.S.
U.S.
Retirement
Non-U.S.
U.S.
Retirement
Non-U.S.
Pension
Healthcare
Pension
Pension
Healthcare
Pension
Plans
Plan
Plans
Plans
Plan
Plans
$
(5,285
)
$
14
$
30
$
(18,116
)
$
(114
)
$
(1,527
)
(295
)
374
520
428
$
(5,580
)
$
388
$
30
$
(17,596
)
$
314
$
(1,527
)
2007
U.S.
U.S.
Retirement
Non-U.S.
Pension
Healthcare
Pension
Plans
Plan
Plans
$
41
$
$
(30
)
150
(54
)
$
191
$
(54
)
$
(30
)
2007
2006
U.S.
U.S.
U.S.
Retirement
Non-U.S.
U.S.
Retirement
Non-U.S.
Pension
Healthcare
Pension
Pension
Healthcare
Pension
Plans
Plan
Plans
Plans
Plan
Plans
72
%
56
%
0
%
70
%
50
%
0
%
26
%
23
%
2
%
27
%
50
%
2
%
2
%
21
%
0
%
1
%
0
%
0
%
0
%
0
%
98
%
2
%
0
%
98
%
100
%
100
%
100
%
100
%
100
%
100
%
70
Table of Contents
U.S. Pension and U.S.
Non-U.S.
Retirement Healthcare Plans
Pension Plans
Policy Target
Range
Policy Target
60
%
40% - 80%
0
%
40
%
20% - 60%
2
%
0
%
0% - 20%
0
%
0
%
0%
98
%
2007
2006
2005
U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
6.40
%
4.12
%
5.82
%
3.84
%
5.50
%
3.59
%
4.75
%
3.24
%
4.75
%
2.99
%
4.75
%
2.89
%
2007
2006
2005
U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
5.94
%
3.84
%
5.50
%
3.59
%
5.75
%
3.81
%
7.97
%
3.80
%
7.97
%
3.48
%
7.97
%
2.89
%
4.75
%
2.99
%
4.75
%
2.89
%
4.75
%
3.55
%
71
Table of Contents
U.S.
Non-U.S.
Pension
Pension
Plans
Plans
Total
$
3,336
$
280
$
3,616
3,868
326
4,194
3,607
633
4,240
4,255
698
4,953
4,481
560
5,041
29,103
5,304
34,407
17
Business
Segment Information
2007
2006
2005
$
741,685
$
658,457
$
601,366
223,543
180,519
153,157
107,636
83,556
80,150
1,072,864
922,532
834,673
355,077
320,895
293,453
45,107
36,802
30,110
400,184
357,697
323,563
$
1,473,048
$
1,280,229
$
1,158,236
72
Table of Contents
2007
2006
2005
$
473,322
$
405,632
$
391,084
511,973
437,088
390,994
134,757
135,791
133,532
246,587
205,440
153,076
106,409
96,278
89,550
$
1,473,048
$
1,280,229
$
1,158,236
2007
2006
$
115,698
$
109,646
37,991
34,175
1,364
436
4,306
3,401
1,497
1,604
$
160,856
$
149,262
73
Table of Contents
18
Unaudited
Quarterly Results
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
Total
$
330,777
$
352,630
$
352,638
$
437,003
$
1,473,048
143,232
152,219
153,679
181,992
631,122
187,545
200,411
198,959
255,011
841,926
93,907
102,223
105,577
101,996
403,703
18,722
19,115
21,974
20,838
80,649
2,125
2,133
2,176
2,261
8,695
72,791
76,940
69,232
129,916
348,879
(13,188
)
(13,335
)
(14,783
)
(15,209
)
(56,515
)
6,353
6,939
8,061
9,475
30,828
65,956
70,544
62,510
124,182
323,192
10,019
10,635
9,227
25,239
55,120
$
55,937
$
59,909
$
53,283
$
98,943
$
268,072
$
0.55
$
0.60
$
0.53
$
0.98
$
2.67
101,416
100,327
99,821
100,689
100,500
$
0.54
$
0.59
$
0.52
$
0.96
$
2.62
103,198
102,130
101,712
102,778
102,505
74
Table of Contents
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
Total
$
290,218
$
301,899
$
301,182
$
386,930
$
1,280,229
120,628
126,004
127,167
162,386
536,185
169,590
175,895
174,015
224,544
744,044
85,538
88,968
87,397
95,761
357,664
19,043
19,655
19,138
19,470
77,306
1,194
1,383
1,403
1,459
5,439
4,352
2,974
344
814
8,484
59,463
62,915
65,733
107,040
295,151
(5,847
)
(5,847
)
(11,428
)
(12,477
)
(13,565
)
(14,187
)
(51,657
)
5,292
6,205
6,877
6,938
25,312
53,327
56,643
59,045
93,944
262,959
9,172
8,863
8,669
14,055
40,759
$
44,155
$
47,780
$
50,376
$
79,889
$
222,200
$
0.42
$
0.46
$
0.49
$
0.79
$
2.16
104,585
103,010
101,845
101,431
102,691
$
0.42
$
0.46
$
0.49
$
0.78
$
2.13
105,901
104,337
103,074
103,019
104,240
19
Quarterly
Financial Data (unaudited)
75
Table of Contents
(In thousands)
76
Table of Contents
(In thousands)
77
Table of Contents
(In thousands)
78
Table of Contents
(In thousands)
As Previously
Reported
As Restated
Three Months
Three Months
Ended
Ended
March 31, 2007
Adjustments
March 31, 2007
$
82,687
$
$
82,687
(12,816
)
(12,816
)
(119,321
)
(119,321
)
724
724
(12,092
)
(119,321
)
(131,413
)
934,648
934,648
(966,605
)
(966,605
)
25,080
25,080
(81,517
)
(81,517
)
6,687
6,687
(81,707
)
(81,707
)
632
632
(10,480
)
(119,321
)
(129,801
)
514,166
514,166
$
503,686
$
(119,321
)
$
384,365
79
Table of Contents
(In thousands)
As Previously
Reported
As Restated
Six Months
Six Months
Ended
Ended
June 30, 2007
Adjustments
June 30, 2007
$
186,709
$
$
186,709
(27,307
)
(27,307
)
(3,500
)
(3,500
)
(244,063
)
(244,063
)
69,854
69,854
724
724
(30,083
)
(174,209
)
(204,292
)
1,045,040
1,045,040
(1,059,083
)
(1,059,083
)
32,225
32,225
(156,499
)
(156,499
)
8,879
8,879
(129,438
)
(129,438
)
2,950
2,950
30,138
(174,209
)
(144,071
)
514,166
514,166
$
544,304
$
(174,209
)
$
370,095
80
Table of Contents
(In thousands)
As Previously
As
Reported
Restated
Nine Months
Nine Months
Ended
Ended
September 29, 2007
Adjustments
September 29, 2007
$
266,893
$
$
266,893
(45,023
)
(45,023
)
(7,105
)
(7,105
)
(3,532
)
(3,532
)
(35,200
)
(269,540
)
(304,740
)
197,441
197,441
724
724
(90,136
)
(72,099
)
(162,235
)
1,100,549
1,100,549
(1,093,495
)
(1,093,495
)
51,225
51,225
(180,749
)
(180,749
)
15,265
15,265
(107,205
)
(107,205
)
7,547
7,547
77,099
(72,099
)
5,000
514,166
514,166
$
591,265
$
(72,099
)
$
519,166
81
Table of Contents
In thousands, except per share and employees data
2007*
2006*
2005
2004
2003
$
1,473,048
$
1,280,229
$
1,158,236
$
1,104,536
$
958,205
$
323,192
$
262,959
$
274,563
$
285,671
$
223,686
$
268,072
$
222,200
$
201,975
$
224,053
$
170,891
$
2.67
$
2.16
$
1.77
$
1.87
$
1.39
100,500
102,691
114,023
119,640
123,189
$
2.62
$
2.13
$
1.74
$
1.82
$
1.34
102,505
104,240
115,945
123,069
127,579
$
693,014
$
514,166
$
493,588
$
539,077
$
356,781
$
578,628
$
313,846
$
309,101
$
480,894
$
339,835
$
1,881,055
$
1,617,313
$
1,428,931
$
1,460,426
$
1,130,861
$
500,000
$
500,000
$
500,000
$
250,000
$
225,000
$
586,076
$
362,383
$
283,632
$
678,686
$
590,477
4,956
4,687
4,503
4,271
3,963
*
As a result of the adoption of SFAS No. 123(R) as of
January 1, 2006, all share-based payments to employees have
been recognized in the statements of operations based on their
fair values. The Company adopted the modified prospective
transition method permitted under SFAS No. 123(R) and,
consequently, has not adjusted results from prior years.
Stock-based compensation expense related to
SFAS No. 123(R) was approximately $28.9 million
and $28.8 million for the years ended December 31,
2007 and 2006, respectively.
**
As result of the adoption of SFAS No. 158 as of
December 31, 2006, the Company was required to recognize
the underfunded status of the Companys retirement plans as
a liability in the consolidated balance sheet. Prior to 2006, a
significant portion of the Companys retirement
contribution accrual was classified in other current liabilities
and included in working capital. In 2006, in accordance with
SFAS No. 158, the majority of the retirement
contribution accrual is included in the long-term retirement
liabiliy. Also, as result of the adoption
SFAS No. 158, stockholders equity decreased by
$1.7 million after-tax.
**
As a result of the adoption of FIN 48 as of January 1,
2007, the Company is required to measure, report, present and
disclose in its financial statements the effects of any
uncertain tax return reporting positions that a company has
taken or expects to take. Prior to January 1, 2007, these
amounts were included in accrued income taxes in current
liabilities. On January 1, 2007, the Company recorded the
effect of adopting FIN 48 which included a
$3.9 million charge to beginning retained earnings and a
$58.0 million reclassification from accrued income taxes,
which was included in working capital, to the long-term income
tax liability in the consolidated balance sheet.
82
Table of Contents
Item 9:
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A:
Controls
and Procedures
Item 9B:
Other
Information
Item 10:
Directors,
Executive Officers and Corporate Goverance
83
Table of Contents
Item 11:
Executive
Compensation
Item 12:
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
A
B
C
Number of Securities
Number of Securities
Remaining Available for
to be Issued Upon
Weighted-Average
Future Issuance Under
Exercise of
Exercise Price of
Equity Compensation
Outstanding Options,
Outstanding Options,
Plans (excluding securities
Warrants and Rights
Warrants and Rights
reflected in column (A))
7,097
$
43.93
4,711
7,097
$
43.93
4,711
Item 13:
Certain
Relationships and Related Transactions and Director
Independence
Item 14:
Principal
Accountant Fees and Services
84
Table of Contents
Item 15:
Exhibits
and Financial Statement Schedules
(1)
Financial Statements:
(2)
Financial Statement Schedule:
Exhibit
2
.1
Agreement for the Sale and Purchase of Micromass Limited dated
as of September 12, 1997, between Micromass Limited, Schroder UK
Buy-Out Fund III Trust I and Others, Waters Corporation and
Waters Technologies Corporation.(18)
3
.1
Second Amended and Restated Certificate of Incorporation of
Waters Corporation.(1)
3
.11
Certificate of Amendment of Second Amended and Restated
Certificate of Incorporation of Waters Corporation, as amended
May 12, 1999.(3)
3
.12
Certificate of Amendment of Second Amended and Restated
Certificate of Incorporation of Waters Corporation, as amended
July 27, 2000.(6)
3
.13
Certificate of Amendment of Second Amended and Restated
Certificate of Incorporation of Waters Corporation, as amended
May 25, 2001.(8)
3
.21
Amended and Restated Bylaws of Waters Corporation dated as of
December 13, 2006.(24)
10
.3
Waters Corporation Second Amended and Restated 1996 Long-Term
Performance Incentive Plan.(5)(*)
10
.31
First Amendment to the Waters Corporation Second Amended and
Restated 1996 Long-Term Performance Incentive Plan.(10)(*)
10
.4
Waters Corporation 1996 Employee Stock Purchase Plan.(9)(*)
10
.41
December 1999 Amendment to the Waters Corporation 1996 Employee
Stock Purchase Plan.(4)(*)
10
.42
March 2000 Amendment to the Waters Corporation 1996 Employee
Stock Purchase Plan.(4)(*)
10
.43
June 1999 Amendment to the Waters Corporation 1996 Employee
Stock Purchase Plan.(7)(*)
10
.44
July 2000 Amendment to the Waters Corporation 1996 Employee
Stock Purchase Plan.(7)(*)
10
.5
Waters Corporation 1996 Non-Employee Director Deferred
Compensation Plan.(13)(*)
10
.51
First Amendment to the Waters Corporation 1996 Non-Employee
Director Deferred Compensation Plan.(5)(*)
10
.52
Third Amendment to the Waters Corporation 1996 Non-Employee
Director Deferred Compensation Plan.(25)(*)
10
.6
Waters Corporation Amended and Restated 1996 Non-Employee
Director Stock Option Plan.(5)(*)
10
.7
Agreement and Plan of Merger among Waters Corporation, TA Merger
Sub, Inc. and TA Instruments, Inc. dated as of March 28,
1996.(19)
10
.8
Offer to Purchase and Consent Solicitation Statement, dated
March 7, 1996, of Waters Technologies Corporation.(20)
10
.9
WCD Investors, Inc. Amended and Restated 1994 Stock Option Plan
(including Form of Amended and Restated Stock Option
Agreement).(2)(*)
10
.91
Amendment to the WCD Investors, Inc. Amended and Restated 1994
Stock Option Plan.(5)(*)
10
.10
Waters Corporation Retirement Plan.(2)(*)
85
Table of Contents
Exhibit
10
.11
Registration Rights Agreement made as of August 18, 1994, by and
among WCD Investors, Inc., AEA Investors, Inc., certain
investment funds controlled by Bain Capital, Inc. and other
stockholders of Waters Corporation.(2)
10
.12
Form of Indemnification Agreement, dated as of August 18, 1994,
between WCD Investors, Inc. and its directors and executive
officers.(2)
10
.13
Form of Management Subscription Agreement, dated as of August
18, 1994, between WCD Investors, Inc. and certain members of
management.(2)(*)
10
.17
First Amendment to the Waters Corporation 2003 Equity Incentive
Plan.(14)(*)
10
.19
Change of Control/Severance Agreement, dated as of February 24,
2004 between Waters Corporation and Mark T. Beaudouin.(15)(*)
10
.20
Change of Control/Severance Agreement, dated as of February 24,
2004 between Waters Corporation and Douglas A. Berthiaume.(15)(*)
10
.21
Change of Control/Severance Agreement, dated as of February 24,
2004 between Waters Corporation and Arthur G. Caputo.(15)(*)
10
.22
Change of Control/Severance Agreement, dated as of February 24,
2004 between Waters Corporation and William J. Curry.(15)(*)
10
.25
Change of Control/Severance Agreement, dated as of February 24,
2004 between Waters Corporation and John Ornell.(15)(*)
10
.26
Credit Agreement, dated as of May 28, 2004 among Waters
Corporation and Citizens Bank of Massachusetts.(16)
10
.27
Form of Director Stock Option Agreement under the Waters
Corporation Amended 2003 Equity Incentive Plan.(17)(*)
10
.28
Form of Director Restricted Stock Agreement under the Waters
Corporation Amended 2003 Equity Incentive Plan.(17)(*)
10
.29
Form of Executive Officer Stock Option Agreement under the
Waters Corporation Amended 2003 Equity Incentive Plan.(17)(*)
10
.30
Five Year Credit Agreement, dated as of December 15, 2004 among
Waters Corporation, Waters Technologies Ireland Ltd., Waters
Chromatography Ireland Ltd., JP Morgan Chase Bank, N.A. and
other Lenders party thereto.(21)
10
.32
Form of Amendment to Stock Option Agreement under the Waters
Corporation Second Amended and Restated 1996 Long Term
Performance Incentive Plan(21).(*)
10
.34
Waters Corporation 2003 Equity Incentive Plan.(12)(*)
10
.35
Form of Executive Officer Stock Option Agreement under the
Waters Corporation Second Amended and Restated 1996 Long-Term
Performance Incentive Plan.(21)(*)
10
.36
2005 Waters Corporation Amended and Restated Management
Incentive Plan.(21)(*)
10
.37
Amendment to Rights Agreement, dated as of March 4, 2005,
between Waters Corporation and The Bank of New York as Rights
Agent.(22)
10
.38
Second Amendment to the Waters Corporation 2003 Equity Incentive
Plan.(23)(*)
10
.39
Five Year Credit Agreement, dated as of November 28, 2005 among
Waters Corporation, JP Morgan Chase Bank, N.A. and other Lenders
party thereto.(11)
10
.40
First Amendment dated as of October 12, 2005, to the Five Year
Credit Agreement, dated as of December 15, 2004.(11)
10
.45
Change of Control/Severance Agreement, dated as of February 24,
2004 between Waters Corporation and Elizabeth B. Rae.(*)(11)
10
.46
Second Amendment to the Waters Corporation Second Amended and
Restated 1996 Long-Term Performance Incentive Plan.(24)(*)
10
.47
Five Year Credit Agreement, dated January 11, 2007 among Waters
Corporation, Waters Technologies Ireland Limited. JP Morgan
Chase Bank, N.A., JP Morgan Europe and other Lenders party
thereto.(24)
Table of Contents
Exhibit
10
.48
Third Amendment to the Waters Corporation 2003 Equity Incentive
Plan.(24)(*)
10
.49
Amended and Restated Waters Retirement Restoration Plan,
Effective January 1, 2008(26)
10
.50
Amended and Restated Waters 401(k) Restoration Plan, Effective
January 1, 2008(26)
10
.53
Change of Control/Severance Agreement, dated as of February 27,
2008 between Waters Corporation and Mark T. Beaudouin.(*)
10
.54
Change of Control/Severance Agreement, dated as of February 27,
2008 between Waters Corporation and Douglas A. Berthiaume.(*)
10
.55
Change of Control/Severance Agreement, dated as of February 27,
2008 between Waters Corporation and Arthur G. Caputo.(*)
10
.56
Change of Control/Severance Agreement, dated as of February 27,
2008 between Waters Corporation and William J. Curry.(*)
10
.57
Change of Control/Severance Agreement, dated as of February 27,
2008 between Waters Corporation and John Ornell.(*)
10
.58
Change of Control/Severance Agreement, dated as of February 27,
2008 between Waters Corporation and Elizabeth B. Rae.(*)
21
.1
Subsidiaries of Waters Corporation.
23
.1
Consent of PricewaterhouseCoopers LLP, an independent registered
public accounting firm.
31
.1
Chief Executive Officer Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31
.2
Chief Financial Officer Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted 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.
(1)
Incorporated by reference to the Registrants Report on
Form 10-K
dated March 29, 1996.
(2)
Incorporated by reference to the Registrants Registration
Statement on
Form S-1
(File
No. 333-3810).
(3)
Incorporated by reference to the Registrants Report on
Form 10-Q
dated August 11, 1999.
(4)
Incorporated by reference to the Registrants Report on
Form 10-K
dated March 30, 2000.
(5)
Incorporated by reference to the Registrants Report on
Form 10-Q
dated May 8, 2000.
(6)
Incorporated by reference to the Registrants Report on
Form 10-Q
dated August 8, 2000.
(7)
Incorporated by reference to the Registrants Report on
Form 10-K
dated March 27, 2001.
(8)
Incorporated by reference to the Registrants Report on
Form 10-K
dated March 28, 2002.
(9)
Incorporated by reference to Exhibit B of the
Registrants 1996 Proxy Statement.
(10)
Incorporated by reference to the Registrants Report on
Form 10-Q
dated August 12, 2002.
(11)
Incorporated by reference to the Registrants Report on
Form 10-K
dated March 6, 2006.
(12)
Incorporated by reference to the Registrants Report on
Form S-8
dated November 20, 2003.
(13)
Incorporated by reference to Exhibit C of the
Registrants 1996 Proxy Statement.
(14)
Incorporated by reference to the Registrants Report on
Form 10-K
dated March 12, 2004.
(15)
Incorporated by reference to the Registrants Report on
Form 10-Q
dated May 10, 2004.
(16)
Incorporated by reference to the Registrants Report on
Form 10-Q
dated August 11, 2004.
(17)
Incorporated by reference to the Registrants Report on
Form 10-Q
dated November 10, 2004.
(18)
Incorporated by reference to the Registrants Report on
Form 8-K,
filed on October 8, 1997 and amended on December 5,
1997.
Table of Contents
(19)
Incorporated by reference to the Registrants Report on
Form 8-K
dated March 29, 1996.
(20)
Incorporated by reference to the Registrants Report on
Form 8-K
dated March 11, 1996.
(21)
Incorporated by reference to the Registrants Report on
Form 10-K
dated March 15, 2005.
(22)
Incorporated by reference to the Registrants Report on
Form 10-Q
dated May 6, 2005.
(23)
Incorporated by reference to the Registrants Report on
Form 10-Q
dated August 5, 2005.
(24)
Incorporated by reference to the Registrants Report on
Form 10-K
dated March 1, 2007.
(25)
Incorporated by reference to the Registrants Report on
Form 10-Q
dated May 4, 2007.
(26)
Incorporated by reference to the Registrants Report on
Form 10-Q
dated September 30, 2007.
(*)
Management contract or compensatory plan required to be filed as
an Exhibit to this
Form 10-K.
(b)
See Item 15 (a) (3) above.
(c)
Not Applicable.
88
Table of Contents
Chairman of the Board of Directors, President and Chief
Executive Officer (principal executive officer)
Vice President, Finance and
Administration and Chief Financial Officer
(principal financial officer and principal
accounting officer)
Director
Director
Director
Director
Director
Director
Director
Director
89
1
2
3
4
5
6
By:
|
/s/ Douglas A. Berthiaume | |||
|
||||
|
Douglas A. Berthiaume | |||
|
Chairman, President and Chief Executive Officer | |||
|
||||
THE EXECUTIVE | ||||
|
||||
By:
|
/s/ Mark T. Beaudouin | |||
|
||||
|
Mark T. Beaudouin | |||
|
Vice President, General Counsel |
7
1
2
3
4
5
6
By:
|
/s/ William J. Miller | |||
|
||||
|
William J. Miller | |||
|
Chairman, Compensation and Management Development Committee | |||
|
||||
THE EXECUTIVE | ||||
|
||||
By:
|
/s/ Douglas A. Berthiaume | |||
|
||||
|
Douglas A. Berthiaume | |||
|
Chairman, President and Chief Executive Officer |
7
1
2
3
4
5
6
By:
|
/s/ Douglas A. Berthiaume | |||
|
||||
|
Douglas A. Berthiaume | |||
|
Chairman, President and Chief Executive Officer | |||
|
||||
THE EXECUTIVE | ||||
|
||||
By:
|
/s/ Arthur G. Caputo | |||
|
||||
|
Arthur G. Caputo | |||
|
President, Waters Division |
7
1
2
3
4
5
6
By:
|
/s/ Douglas A. Berthiaume | |||
|
||||
|
Douglas A. Berthiaume | |||
|
Chairman, President and Chief Executive Officer | |||
|
||||
THE EXECUTIVE | ||||
|
||||
By:
|
/s/ William J. Curry | |||
|
||||
|
William J. Curry | |||
|
Vice President Finance, Corporate Controller |
7
1
2
3
4
5
6
By:
|
/s/ Douglas A. Berthiaume
|
|||
|
Chairman, President and Chief Executive Officer | |||
|
||||
THE EXECUTIVE | ||||
|
||||
By:
|
/s/ John Ornell | |||
|
||||
|
John Ornell | |||
|
Vice President, Finance and Administration
|
|||
|
and Chief Financial Officer |
7
1
2
3
4
5
6
By:
|
/s/ Douglas A. Berthiaume | |||
|
||||
|
Douglas A. Berthiaume | |||
|
Chairman, President and Chief Executive Officer | |||
|
||||
THE EXECUTIVE | ||||
|
||||
By:
|
/s/ Elizabeth B. Rae | |||
|
||||
|
Elizabeth B. Rae
Corporate Vice President, Human Resources |
7
Waters
Corporation and Subsidiaries
|
12/31/2007
|
|
Waters Corporation (Delaware)
|
Waters Technologies Corporation (Delaware)
|
Waters Australia PTY LTD. (Australia)
|
Waters A/S (Denmark)
|
Waters AG (Switzerland)
|
Waters NV (Belgium)
|
Waters Cromatografia SA (Spain)
|
Waters SA de CV (Mexico)
|
Waters Technologies do Brasil Ltda (Brazil)
|
Waters Ges.MBH (Austria)
|
Waters Kft (Hungary)
|
Waters Sp.Zo.o (Poland)
|
Waters SAS (France)
|
Waters GmbH (Germany)
|
Waters Srl (Romania)
|
Waters SpA (Italy)
|
Waters Sverige AB (Sweden)
|
Thermometric AB (Sweden)
|
Waters Limited (Canada)
|
TA Instruments-Waters LLC (Delaware)
|
TA Instruments, Inc. (Delaware)
|
Waters France Holding Corp. (Delaware)
|
NuGenesis Technologies Corporation
|
Environmental Resource Assoc., Inc. (Colorado)
|
Pharmaceutical Resource Assoc, Inc. (Colorado)
|
PRA Europe Limited (UK)
|
Calorimetry Sciences Corporation***
|
Waters Investments Limited (Delaware)
|
Waters India Pvt. Ltd. (India)
|
Esbee Wire Pvt. Ltd. (India)
|
Waters Asia Limited (Delaware)
|
Waters Korea Limited (Korea)
|
Waters China Ltd. (Hong Kong)
|
Waters Technologies (Shanghai) Ltd
|
Waters Pacific Pte Ltd
|
Waters European Holdings LLP
|
Milford International Limited
|
Manchester International Limited
|
MM European Holdings LLP
|
Waters Finance III LLC
|
Waters Luxembourg SARL
|
Waters Tech. Holdings Ltd (Ireland)
|
Grand Duchy Finance SARL (Lux)
|
Waters Celtic Holdings Ltd (Ireland)
|
Waters Tech Ireland Ltd
|
Waters
Chromatography Ireland Ltd (Ireland)
|
Nihon Waters Limited (Delaware)
|
Nihon Waters K.K. (Japan)
|
TA Instruments Japan, Inc. (Japan)
|
Microsep Proprietary Ltd (So. Africa) (24.5%)
|
|
Subsidiaries of Waters Luxembourg SARL
|
|
Micromass Holdings Ltd.
|
Waters Chromatography BV (Netherlands)
|
Waters Chromatography Europe BV (Netherlands)
|
Micromass Ltd. (UK)
|
Waters Ltd. (UK)
|
Phase Sep Limited (UK)
|
Phase Sep Eurl (France)
|
Micromass UK Ltd. (UK)
|
Micromass Investments Ltd. (UK)
|
Mass Analyser Prod Ltd. (UK)
|
Micromass International Ltd. (UK)
|
Micromass B.V. (Netherlands)
|
TA Instruments Ltd. (UK)
|
Sandygrow Ltd. (Ireland)
|
Rodolfo Holding Ltd. (Ireland)
|
*** | 2007 Acquisitions | |
* | All subsidiaries are 100% owned unless otherwise indicated. |
1. | I have reviewed this annual report on Form 10-K of Waters Corporation; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants 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 registrants 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 registrants internal control over financial reporting. |
/s/ Douglas A. Berthiaume | ||||
Douglas A. Berthiaume | ||||
Chief Executive Officer |
1. | I have reviewed this annual report on Form 10-K of Waters Corporation; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants 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 registrants 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 registrants internal control over financial reporting. |
/s/ John Ornell | ||||
John Ornell | ||||
Chief Financial Officer |
By: | /s/ Douglas A. Berthiaume | |||
Douglas A. Berthiaume | ||||
Chief Executive Officer |
By: | /s/ John Ornell | |||
John Ornell | ||||
Chief Financial Officer | ||||