8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 28, 2008

WATTS WATER TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	001-11499	04-2916536
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

815 Chestnut Street, North Andover, Massachusetts 01845

(Address of Principal Executive Offices) (Zip Code)

(978) 688-1811

(Registrant's telephone number, including area code)

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On October 28, 2008, the Company announced its financial results for the fiscal quarter ended September 28, 2008.  The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

See Exhibit Index attached hereto.

SIGNATURE

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

Date: October 28, 2008	WATTS WATER TECHNOLOGIES, INC.
	By:	/s/ Kenneth R. Lepage __________________________________ Kenneth R. Lepage General Counsel

EXHIBIT INDEX

Exhibit No.	Title
99.1	Press release dated October 28, 2008

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:	William C. McCartney
		Chief Financial Officer
		Telephone:	(978) 688-1811
		Fax:	(978) 688-2976

WATTS WATER TECHNOLOGIES REPORTS THIRD QUARTER 2008 RESULTS

AND ANNOUNCES COST SAVINGS INITIATIVES

North Andover, MA…October 28, 2008.  Watts Water Technologies, Inc. (NYSE: WTS) today announced results for the third quarter ended September 28, 2008.  Sales for the third quarter of 2008 were $379.3 million, an increase of $38.8 million, or 11%, compared to the third quarter of 2007. Net income for the third quarter of 2008 was $16.7 million, or $0.45 per share, compared to net income of $18.1 million, or $0.46 per share, for the third quarter of 2007.  Income from continuing operations for the third quarter of 2008 decreased by $1.4 million, or 8%, to $16.8 million, or $0.46 per share, compared to income from continuing operations for the third quarter of 2007 of $18.2 million, or $0.47 per share.

Sales for the first nine months of 2008 were $1.11 billion, an increase of $75.3 million, or 7%, compared to the first nine months of 2007. Net income for the first nine months of 2008 was $50.2 million, or $1.36 per share, compared to net income of $55.9 million, or $1.43 per share, for the first nine months of 2007.  Income from continuing operations for the first nine months of 2008 decreased by $5.2 million, or 9%, to $50.7 million, or $1.37 per share, compared to income from continuing operations for the first nine months of 2007 of $55.9 million, or $1.43 per share.

Results for the third quarter of 2008 include an after tax-charge of $0.6 million, or $0.02 per share, as part of our previously announced global restructuring program, as compared to an after-tax charge of $4.2 million, or $0.11 per share, for the third quarter of 2007.

In November 2007, the Company’s Board of Directors authorized the repurchase of up to 3.0 million shares of the Company’s Class A common stock.  As of October 28, 2008, the Company had repurchased approximately 2.45 million shares at a total cost of approximately $68.1 million.  Repurchased shares had an accretive impact of $0.02 per share in the third quarter of 2008.

Patrick S. O’Keefe, Chief Executive Officer, commented, “Given the current state of the economy and the expected continued slowdown in our residential and commercial businesses, we are implementing a number of programs to improve our cost leverage.  During the fourth quarter, we intend to undertake a reduction in workforce in North America affecting all levels of the organization.  Also, effective immediately, all North American salaries will be frozen for at least the first nine months of 2009.  All discretionary spending is being reviewed and limited where possible and we are performing a review of our manufacturing footprint to identify opportunities for further consolidation. We are currently in the process of identifying the affected employees so estimates of annual savings and severance costs have not been finalized.  Severance costs are expected to be accrued and paid during the fourth quarter of 2008 as employees are notified.  Further, we have decided to temporarily suspend our stock repurchase program.  We remain committed to our long term strategies and believe these actions will contribute to our ability to implement them.”

Mr. O’ Keefe continued, “Cash generation continues to be a key objective for the entire organization. Year-to-date cash flows from continuing operations through September were approximately $91.5 million, as compared to $21.8 million for the same period in 2007.  We have achieved this increase primarily from better working capital management.  As of September 28, 2008, we had $129.4 million of cash on our balance sheet.  Further, we have approximately $255.7 million in credit available under our credit agreement with our relationship banks, whom we believe are in a position to fund any short-term capital needs.  Our net debt to capital ratio (defined as total debt less cash divided by total debt less cash plus equity) at the end of September was 24.1%.”

Commenting on sales for the third quarter, Mr. O’ Keefe noted, “Our sales increase in the third quarter was achieved through contributions from acquired companies of $27.3 million, or 8%, and from favorable changes in foreign exchange rates of $10.5 million, or 3%.  Organic sales growth was $1.0 million or less than 1%.

“Sales in our North American segment increased for the third quarter of 2008 by $2.7 million, or 1%, to $218.5 million compared to $215.8 million for third quarter of 2007.  This increase was achieved primarily through contributions from the November 2007 acquisition of Topway Global Inc. of $3.7 million, offset by a decline in organic sales of $1.1 million, or 1%.

“Organic sales in our North American wholesale market for the third quarter of 2008 were flat as compared to the third quarter of 2007.  Volume reductions were offset by price increases implemented to cover increases in the costs of copper and other raw materials.  Organic sales in the North American home improvement retail market declined 3% for the third quarter of 2008 compared to the third quarter of 2007.  This decrease was primarily due to more product rollouts in the third quarter of 2007 as compared to this year and the softer economy this year.

“We derived 39% of our total sales for the third quarter of 2008 from our European segment. European sales increased $37.5 million, or 34%, to $148.0 million compared to $110.5 million for the third quarter of 2007.  This increase was achieved through the inclusion of the acquired sales of Blucher Metals A/S, purchased in May 2008, of $23.6 million or 21%, from a favorable foreign exchange movement associated with the strengthening of the euro versus the US dollar of $9.2 million, or 9%, and organic sales growth of $4.7 million, or 4%.  Organic sales growth in Europe continued to be positively affected from products and systems sold into the alternative energy marketplace.

“China’s segment sales in the third quarter of 2008 decreased $1.4 million, or 10%, to $12.8 million compared to the third quarter of 2007. This decrease was due to a reduction in organic sales of $2.6 million, or 18%, offset by a favorable foreign exchange movement associated with the yuan strengthening against the U.S. dollar of $1.2 million, or 8%.  Organic sales were negatively affected by a reduction in export sales and the pending sale of one of our wholly-owned subsidiaries.  This decrease was partially offset by an increase in sales to infrastructure customers in the third quarter.

Mr. O’Keefe concluded, “Our operating income for the third quarter of 2008 increased by $0.6 million, or 2%, to $30.7 million as compared to $30.1 million in the third quarter of 2007. Lower restructuring costs of $5.1 million, or 17%, favorable foreign currency movements of $1.0 million, or 3%, and favorable contributions from acquisitions of $0.5 million, or 2%, were partially offset by a decrease in organic operating earnings of $6.0 million, or 20%. Operating margins in the third quarter of 2008 decreased by approximately 70 basis points to 8.1% as compared to 8.8% in the third quarter of 2007. Restructuring costs decreased operating margins in the third quarter of 2008 and the third quarter of 2007 by 20 basis points and 180 basis points, respectively. Compared to last year, our operating margins were impacted by increased commodity costs, which were only partially offset by price increases and from higher selling, general and administrative costs.”

The Company recorded a loss, net of tax, of  $2.1 million, or $0.06 per share, in the first nine months of 2008 compared to a loss, net of tax, of $4.5 million, or $0.12 per share, in the first nine months of 2007 for its manufacturing restructuring plan. Costs incurred in the first nine months of 2008 were primarily relocation and severance costs incurred by the US and China operations.

Watts Water Technologies, Inc. will hold a live web cast of its conference call to discuss third quarter results for 2008 on Tuesday, October 28, 2008, at 5:00 p.m. Eastern Time. This press release and the live web cast can be accessed by visiting the Investor Relations section of the Company's website at www.wattswater.com. Following the web cast, an archived version of the call will be available at the same address until October 29, 2009.

Watts Water Technologies, Inc. is a world leader in the manufacture of innovative products to control the efficiency, safety, and quality of water within residential, commercial, and institutional applications. Its expertise in a wide variety of water technologies enables it to be a comprehensive supplier to the water industry.

This Press Release includes statements that are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995.These forward-looking statements reflect Watts Water Technologies’ current views about future results of operations and other forward-looking information.  In some cases you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. You should not rely on forward-looking statements because Watts’ actual results may differ materially from those indicated by these forward-looking statements as a result of a number of important factors.  These factors include, but are not limited to, the following:  shortages in and pricing of raw materials and supplies including recent price increases by suppliers of raw materials and the Company’s ability to pass these costs on to customers, loss of market share through competition, introduction of competing products by other companies, pressure on prices from competitors, suppliers, and/or customers, changes in variable interest rates on Company borrowings, identification and disclosure of material weaknesses in our internal control over financial reporting, failure to expand our markets through acquisitions, failure or delay in developing new products, lack of acceptance of new products, failure to manufacture products that meet required performance and safety standards, foreign exchange rate fluctuations, cyclicality of industries, such as plumbing and heating wholesalers and home improvement retailers, in which the Company markets certain of its products, economic factors, such as the levels of housing starts and remodeling, affecting the markets where the Company’s products are sold, manufactured, or marketed, environmental compliance costs, product liability risks, the results and timing of the Company’s manufacturing restructuring plan, changes in the status of current litigation, including the James Jones case, and other risks and uncertainties discussed under the heading “Item 1A. Risk Factors” in the Watts Water Technologies, Inc. Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities Exchange Commission and other reports Watts files from time to time with the Securities and Exchange Commission.  Watts does not intend to, and undertakes no duty to, update the information contained in this Press Release except as required by law.

WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in millions, except per share information)

(Unaudited)

	Third Quarter Ended						Nine Months Ended
	Sept. 28,			Sept. 30,			Sept. 28,			Sept. 30,
	2008			2007			2008			2007
STATEMENTS OF INCOME
Net sales	$	379.3		$	340.5		$	1,112.3		$	1,037.0
Income from continuing operations	$	16.8		$	18.2		$	50.7		$	55.9
Loss from discontinued operations		(0.1	)		(0.1	)		(0.5	)		-
Net income	$	16.7		$	18.1		$	50.2		$	55.9
DILUTED EARNINGS PER SHARE
Weighted Average Number of Common Shares & Equivalents		36.7			39.1			36.9			39.0
Income (loss) per share:
Continuing operations	$	0.46		$	0.47		$	1.37		$	1.43
Discontinued operations		(0.01	)		-			(0.01	)		-
Net income	$	0.45		$	0.46		$	1.36		$	1.43
Cash dividends per share	$	0.11		$	0.10		$	0.33		$	0.30

WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in millions, except share information)

(Unaudited)

	Sept. 28,			December 31,
ASSETS	2008			2007
CURRENT ASSETS:
Cash and cash equivalents	$	129.4		$	290.3
Investment securities		-			22.0
Trade accounts receivable, less allowance for doubtful accounts of
$14.0 million and $14.9 million at September 28, 2008 and December 31, 2007, respectively		268.2			235.7
Inventories, net:
Raw materials		121.8			108.9
Work in process		50.2			45.7
Finished goods		194.0			187.0
Total Inventories		366.0			341.6
Prepaid expenses and other assets		16.6			18.6
Deferred income taxes		51.7			38.1
Assets of discontinued operations		10.8			10.4
Assets held for sale		9.8			-
Total Current Assets		852.5			956.7
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost		477.5			437.4
Accumulated depreciation		(229.0	)		(213.7	)
Property, plant and equipment, net		248.5			223.7
OTHER ASSETS:
Goodwill		468.6			385.8
Long-term investment securities		7.9			17.0
Intangible assets, net		184.9			134.0
Other, net		10.0			12.1
TOTAL ASSETS	$	1,772.4		$	1,729.3
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	135.8		$	108.0
Accrued expenses and other liabilities		122.2			113.6
Accrued compensation and benefits		44.1			38.2
Current portion of long-term debt		3.1			1.3
Liabilities to be transferred by sale		9.9			-
Liabilities of discontinued operations		29.1			28.6
Total Current Liabilities		344.2			289.7
LONG-TERM DEBT, NET OF CURRENT PORTION		414.7			432.2
DEFERRED INCOME TAXES		61.9			42.9
OTHER NONCURRENT LIABILITIES		43.5			45.6
MINORITY INTEREST		-			3.4
STOCKHOLDERS' EQUITY:
Preferred Stock, $.10 par value; 5,000,000 shares authorized;
no shares issued or outstanding		-			-
Class A Common Stock, $.10 par value; 80,000,000 shares authorized;
1 vote per share; issued and outstanding: 29,250,175 shares at September 28, 2008
and 30,600,056 shares at December 31, 2007		2.9			3.1
Class B Common Stock, $.10 par value; 25,000,000 shares authorized;
10 votes per share; issued and outstanding: 7,293,880 shares at September 28, 2008
and at December 31, 2007		0.7			0.7
Additional paid-in capital		385.8			377.6
Retained earnings		459.4			465.4
Accumulated other comprehensive income		59.3			68.7
Total Stockholders' Equity		908.1			915.5
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,772.4		$	1,729.3

WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in millions, except per share information)

(Unaudited)

	Third Quarter Ended						Nine Months Ended
	Sept. 28,			Sept. 30,			Sept. 28,			Sept. 30,
	2008			2007			2008			2007
Net sales	$	379.3		$	340.5		$	1,112.3		$	1,037.0
Cost of goods sold		255.4			230.0			741.3			697.2
GROSS PROFIT		123.9			110.5			371.0			339.8
Selling, general & administrative expenses		92.3			78.8			275.9			246.9
Restructuring and other charges..		0.9			1.6			2.9			2.1
OPERATING INCOME		30.7			30.1			92.2			90.8
Other (income) expense:
Interest income		(0.8	)		(3.7	)		(4.4	)		(10.9	)
Interest expense		6.6			6.8			19.9			19.8
Minority interest		-			(0.8	)		(1.9	)		(1.9	)
Other		0.7			0.6			4.3			1.7
		6.5			2.9			17.9			8.7
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		24.2			27.2			74.3			82.1
Provision for income taxes		7.4			9.0			23.6			26.2
INCOME  FROM CONTINUING OPERATIONS		16.8			18.2			50.7			55.9
Loss from discontinued operations, net of taxes		(0.1	)		(0.1	)		(0.5	)		-
NET INCOME	$	16.7		$	18.1		$	50.2		$	55.9
BASIC EPS
Income (loss) per share:
Continuing operations	$	0.46		$	0.47		$	1.38		$	1.45
Discontinued operations		(0.01	)		-			(0.01	)		-
N  ET INCOME	$	0.46		$	0.47		$	1.37		$	1.45
Weighted average number of shares		36.5			38.7			36.7			38.7
DILUTED EPS
Income (loss) per share:
Continuing operations	$	0.46		$	0.47		$	1.37		$	1.43
Discontinued operations		(0.01	)		-			(0.01	)		-
NET INCOME	$	0.45		$	0.46		$	1.36		$	1.43
Weighted average number of shares		36.7			39.1			36.9			39.0
Dividends per share	$	0.11		$	0.10		$	0.33		$	0.30

WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES

SEGMENT INFORMATION

(Amounts in millions)

(Unaudited)

Net Sales
	Third Quarter Ended						Nine Months Ended
	Sept. 28,			Sept. 30,			Sept. 28,			Sept. 30,
	2008			2007			2008			2007
North America	$	218.5		$	215.8		$	664.5		$	658.6
Europe		148.0			110.5			409.9			334.3
China		12.8			14.2			37.9			44.1
Total	$	379.3		$	340.5		$	1,112.3		$	1,037.0
Operating Income
	Third Quarter Ended						Nine Months Ended
	Sept. 28,			Sept. 30,			Sept. 28,			Sept. 30,
	2008			2007			2008			2007
North America	$	23.4		$	22.6		$	71.5		$	64.0
Europe		16.5			13.9			48.6			41.1
China		(2.5	)		0.7			(6.6	)		6.8
Corporate		(6.7	)		(7.1	)		(21.3	)		(21.1	)
Total	$	30.7		$	30.1		$	92.2		$	90.8
Intersegment Sales
	Third Quarter Ended						Nine Months Ended
	Sept. 28,			Sept. 30,			Sept. 28,			Sept. 30,
	2008			2007			2008			2007
North America	$	1.7		$	1.5		$	4.9		$	5.2
Europe		1.5			2.1			5.1			4.7
China		34.9			34.7			98.3			104.0
Total	$	38.1		$	38.3		$	108.3		$	113.9