##### Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the
quarterly period ended July 4, 2009

or

 ̈ Transition report pursuant to Section 13 or 15(d) of the Securities Act of 1934

For the transition period from              to

Commission File Number 001-09781 (0-1052)

MILLIPORE CORPORATION

(Exact name of registrant
as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Massachusetts                                                  |  | 04-2170233                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|290 Concord Road, Billerica, MA                                |  | 01821                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(978) 715-4321

(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).    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 a 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 Exchange
Act).    Yes   ̈    No  x

As of July 24, 2009, there were 55,545,728 shares of the registrants Common
Stock outstanding.



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##### Table of Contents



Index to Form 10-Q



|           |  |                                                                                                                                                                     |  |   
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|PART I.    |  | FINANCIAL INFORMATION                                                                                                                                               |  |   
|           |  |                                                                                                                                                                    
|Item 1     |  | Financial Statements (unaudited)                                                                                                                                    |  |   
|           |  |                                                                                                                                                                    
|           |  | Condensed Consolidated Statements of Operations for the three and six months ended July 4, 2009 and June 28, 2008                                                   |  | 3 
|           |  |                                                                                                                                                                    
|           |  | Condensed Consolidated Balance Sheets at July 4, 2009 and December 31, 2008                                                                                         |  | 4 
|           |  |                                                                                                                                                                    
|           |  | Condensed Consolidated Statements of Cash Flows for the six months ended July 4, 2009 and June 28, 2008                                                             |  | 5 
|           |  |                                                                                                                                                                    
|           |  | Notes to Condensed Consolidated Financial Statements                                                                                                                |  | 6 
|           |  |                                                                                                                                                                    
|Item 2     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                               |  | 22
|           |  |                                                                                                                                                                    
|Item 3     |  | Quantitative and Qualitative Disclosures about Market Risk                                                                                                          |  | 34
|           |  |                                                                                                                                                                    
|Item 4     |  | Controls and Procedures                                                                                                                                             |  | 34
|           |  |                                                                                                                                                                    
|PART II.   |  | OTHER INFORMATION                                                                                                                                                   |  |   
|           |  |                                                                                                                                                                    
|Item 4     |  | Submission of Matters to a Vote of Security Holders                                                                                                                 |  | 35
|           |  |                                                                                                                                                                    
|Item 6     |  | Exhibits                                                                                                                                                            |  | 36
|           | 
|Signatures |  | 37                                                                                                                                                                 
|           | 
|Exhibits   |  | 38                                                                                                                                                                 
|           |  |                                                                                                                                                                    
|           |  | In this Form 10-Q, unless the context otherwise requires, the terms Millipore, the Company, we or us shall mean Millipore Corporation and its
subsidiaries. |  |   



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|2 |  | MILLIPORE FORM 10-Q



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##### Table of Contents

PART I



ITEM 1.FINANCIAL STATEMENTS

Condensed Consolidated Statements of Operations



|                                                         |  |                    |         |   |                             |   |         |              |  |   |                             |   |  |   |         |  
|-------------------------------------------------------- |  | ------------------ | ------- | - | --------------------------- | - | ------- | ------------ |  | - | --------------------------- | - |  | - | ------- | -
|                                                         |  | Three Months Ended |         |   | Six Months Ended            |  
|(In thousands, except per share data) (Unaudited)        |  | July 4, 2009       |         |   | June 28, 2008 (As Adjusted) |   |         | July 4, 2009 |  |   | June 28, 2008 (As Adjusted) |  
|Revenues                                                 |  | $                  | 408,591 |   |                             | $ | 414,176 |              |  | $ | 816,531                     |   |  | $ | 810,380 |  
|Cost of revenues                                         |  |                    | 179,693 |   |                             |   | 184,013 |              |  |   | 364,314                     |   |  |   | 372,080 |  
|Gross profit                                             |  |                    | 228,898 |   |                             |   | 230,163 |              |  |   | 452,217                     |   |  |   | 438,300 |  
|Selling, general and administrative expenses             |  |                    | 130,749 |   |                             |   | 134,484 |              |  |   | 257,537                     |   |  |   | 259,986 |  
|Research and development expenses                        |  |                    | 29,123  |   |                             |   | 26,172  |              |  |   | 54,326                      |   |  |   | 51,181  |  
|Operating profit                                         |  |                    | 69,026  |   |                             |   | 69,507  |              |  |   | 140,354                     |   |  |   | 127,133 |  
|Gain on business acquisition                             |  |                    |        |   |                             |   |        |              |  |   | 8,542                       |   |  |   |        |  
|Interest income                                          |  |                    | 176     |   |                             |   | 270     |              |  |   | 418                         |   |  |   | 381     |  
|Interest expense                                         |  |                    | (14,477 | ) |                             |   | (18,329 | )            |  |   | (29,086                     | ) |  |   | (36,466 | )
|Income before provision for income taxes                 |  |                    | 54,725  |   |                             |   | 51,448  |              |  |   | 120,228                     |   |  |   | 91,048  |  
|Provision for income taxes                               |  |                    | 13,119  |   |                             |   | 11,897  |              |  |   | 25,068                      |   |  |   | 20,221  |  
|Net income                                               |  |                    | 41,606  |   |                             |   | 39,551  |              |  |   | 95,160                      |   |  |   | 70,827  |  
|Less: Net income attributable to noncontrolling interest |  |                    | 1,212   |   |                             |   | 1,349   |              |  |   | 1,741                       |   |  |   | 2,130   |  
|Net income attributable to Millipore                     |  | $                  | 40,394  |   |                             | $ | 38,202  |              |  | $ | 93,419                      |   |  | $ | 68,697  |  
|Earnings per share:                                      |  |                    |         |   |                             |   |         |              |  |   |                             |   |  |   |         |  
|Basic                                                    |  | $                  | 0.73    |   |                             | $ | 0.69    |              |  | $ | 1.69                        |   |  | $ | 1.25    |  
|Diluted                                                  |  | $                  | 0.72    |   |                             | $ | 0.69    |              |  | $ | 1.67                        |   |  | $ | 1.24    |  
|Weighted average shares outstanding:                     |  |                    |         |   |                             |   |         |              |  |   |                             |   |  |   |         |  
|Basic                                                    |  |                    | 55,481  |   |                             |   | 55,123  |              |  |   | 55,415                      |   |  |   | 55,017  |  
|Diluted                                                  |  |                    | 55,980  |   |                             |   | 55,693  |              |  |   | 55,918                      |   |  |   | 55,624  |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



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|MILLIPORE FORM 10-Q |  | 3



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##### Table of Contents

PART I



Condensed Consolidated Balance Sheets





|                                                                                                                                                                                          |  |              |           |   |                                 |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | --------- | - | ------------------------------- | - | --------- | -
|(In thousands, except per share data) (Unaudited)                                                                                                                                         |  | July 4, 2009 |           |   | December 31, 2008 (As Adjusted) |  
|Assets                                                                                                                                                                                    |  |              |           |   |                                 |   |           |  
|Current assets:                                                                                                                                                                           |  |              |           |   |                                 |   |           |  
|Cash and cash equivalents                                                                                                                                                                 |  | $            | 146,569   |   |                                 | $ | 115,462   |  
|Accounts receivable (less allowance for doubtful accounts of $3,773 and $2,930 as of July 4, 2009 and December 31, 2008,
respectively)                                                    |  |              | 294,290   |   |                                 |   | 274,529   |  
|Inventories                                                                                                                                                                               |  |              | 266,039   |   |                                 |   | 259,360   |  
|Deferred income taxes                                                                                                                                                                     |  |              | 59,130    |   |                                 |   | 70,305    |  
|Other current assets                                                                                                                                                                      |  |              | 23,043    |   |                                 |   | 32,787    |  
|Total current assets                                                                                                                                                                      |  |              | 789,071   |   |                                 |   | 752,443   |  
|Property, plant and equipment, net                                                                                                                                                        |  |              | 584,664   |   |                                 |   | 577,410   |  
|Deferred income taxes                                                                                                                                                                     |  |              | 18,670    |   |                                 |   | 10,926    |  
|Intangible assets, net                                                                                                                                                                    |  |              | 359,628   |   |                                 |   | 369,473   |  
|Goodwill                                                                                                                                                                                  |  |              | 1,004,987 |   |                                 |   | 1,004,694 |  
|Other assets                                                                                                                                                                              |  |              | 17,823    |   |                                 |   | 18,155    |  
|Total assets                                                                                                                                                                              |  | $            | 2,774,843 |   |                                 | $ | 2,733,101 |  
|Liabilities and Equity                                                                                                                                                                    |  |              |           |   |                                 |   |           |  
|Current liabilities:                                                                                                                                                                      |  |              |           |   |                                 |   |           |  
|Short-term debt                                                                                                                                                                           |  | $            | 61,088    |   |                                 | $ | 4,391     |  
|Accounts payable                                                                                                                                                                          |  |              | 70,677    |   |                                 |   | 70,037    |  
|Income taxes payable                                                                                                                                                                      |  |              | 4,051     |   |                                 |   | 9,966     |  
|Accrued expenses and other current liabilities                                                                                                                                            |  |              | 155,545   |   |                                 |   | 162,969   |  
|Total current liabilities                                                                                                                                                                 |  |              | 291,361   |   |                                 |   | 247,363   |  
|Deferred income taxes                                                                                                                                                                     |  |              | 7,155     |   |                                 |   | 7,263     |  
|Long-term debt                                                                                                                                                                            |  |              | 944,900   |   |                                 |   | 1,082,058 |  
|Other liabilities                                                                                                                                                                         |  |              | 88,389    |   |                                 |   | 84,122    |  
|Total liabilities                                                                                                                                                                         |  |              | 1,331,805 |   |                                 |   | 1,420,806 |  
|Commitments and contingencies (Note 17)                                                                                                                                                   |  |              |           |   |                                 |   |           |  
|Millipore shareholders equity:                                                                                                                                                           |  |              |           |   |                                 |   |           |  
|Common stock, par value $1.00 per share, 120,000 shares authorized; 55,541 shares issued and outstanding as of July 4, 2009; 55,260 shares issued and outstanding as of December 31, 2008 |  |              | 55,541    |   |                                 |   | 55,260    |  
|Additional paid-in capital                                                                                                                                                                |  |              | 362,518   |   |                                 |   | 346,429   |  
|Retained earnings                                                                                                                                                                         |  |              | 1,060,776 |   |                                 |   | 967,357   |  
|Accumulated other comprehensive loss                                                                                                                                                      |  |              | (42,462   | ) |                                 |   | (63,077   | )
|Total Millipore shareholders equity                                                                                                                                                      |  |              | 1,436,373 |   |                                 |   | 1,305,969 |  
|Noncontrolling interest                                                                                                                                                                   |  |              | 6,665     |   |                                 |   | 6,326     |  
|Total equity                                                                                                                                                                              |  |              | 1,443,038 |   |                                 |   | 1,312,295 |  
|Total liabilities and equity                                                                                                                                                              |  | $            | 2,774,843 |   |                                 | $ | 2,733,101 |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



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|4 |  | MILLIPORE FORM 10-Q



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##### Table of Contents

PART I



Condensed Consolidated Statements of Cash Flows



|                                                                                      |  |                  |          |   |                             |   |         |  
|------------------------------------------------------------------------------------- |  | ---------------- | -------- | - | --------------------------- | - | ------- | -
|                                                                                      |  | Six Months Ended |         
|(In thousands) (Unaudited)                                                            |  | July 4, 2009     |          |   | June 28, 2008 (As Adjusted) |  
|Cash flows from operating activities:                                                 |  |                  |          |   |                             |   |         |  
|Net income                                                                            |  | $                | 95,160   |   |                             | $ | 70,827  |  
|Adjustments to reconcile net income to net cash provided by operating activities:     |  |                  |          |   |                             |   |         |  
|Depreciation and amortization                                                         |  |                  | 61,867   |   |                             |   | 65,476  |  
|Stock-based compensation                                                              |  |                  | 12,907   |   |                             |   | 10,939  |  
|Amortization of deferred financing costs                                              |  |                  | 1,692    |   |                             |   | 1,718   |  
|Amortization of debt discount                                                         |  |                  | 7,451    |   |                             |   | 6,974   |  
|Deferred income tax provision                                                         |  |                  | 12,005   |   |                             |   | 4,325   |  
|Gain on business acquisition                                                          |  |                  | (8,542   | ) |                             |   |        |  
|Business acquisition inventory fair value adjustment                                  |  |                  | 1,057    |   |                             |   |        |  
|Other                                                                                 |  |                  | 10,170   |   |                             |   | 1,552   |  
|Changes in operating assets and liabilities, net of effects of business acquisitions: |  |                  |          |   |                             |   |         |  
|Accounts receivable                                                                   |  |                  | (18,910  | ) |                             |   | (20,137 | )
|Inventories                                                                           |  |                  | (2,696   | ) |                             |   | (6,153  | )
|Other assets                                                                          |  |                  | 9,419    |   |                             |   | 565     |  
|Accounts payable                                                                      |  |                  | (1,126   | ) |                             |   | (20,971 | )
|Accrued expenses and other current liabilities                                        |  |                  | (15,125  | ) |                             |   | (13,139 | )
|Income taxes payable                                                                  |  |                  | (5,496   | ) |                             |   | (151    | )
|Other liabilities                                                                     |  |                  | (3,058   | ) |                             |   | 646     |  
|Net cash provided by operating activities                                             |  |                  | 156,775  |   |                             |   | 102,471 |  
|Cash flows from investing activities:                                                 |  |                  |          |   |                             |   |         |  
|Additions to property, plant and equipment                                            |  |                  | (35,366  | ) |                             |   | (30,783 | )
|Acquisition of business, net of cash acquired                                         |  |                  | (18,766  | ) |                             |   |        |  
|Settlement of derivative transactions                                                 |  |                  |         |   |                             |   | (32,332 | )
|Other                                                                                 |  |                  | (2,684   | ) |                             |   | (3,041  | )
|Net cash used for investing activities                                                |  |                  | (56,816  | ) |                             |   | (66,156 | )
|Cash flows from financing activities:                                                 |  |                  |          |   |                             |   |         |  
|Proceeds from issuance of common stock under stock plans                              |  |                  | 7,098    |   |                             |   | 14,060  |  
|Repayments under long-term revolving credit facility, net                             |  |                  | (137,174 | ) |                             |   | (56,103 | )
|Net borrowings (repayments) of short-term debt                                        |  |                  | 55,909   |   |                             |   | (2,619  | )
|Dividends paid to noncontrolling interest                                             |  |                  | (1,545   | ) |                             |   | (895    | )
|Net cash used for financing activities                                                |  |                  | (75,712  | ) |                             |   | (45,557 | )
|Effect of foreign exchange rates on cash and cash equivalents                         |  |                  | 6,860    |   |                             |   | 3,850   |  
|Net increase/(decrease) in cash and cash equivalents                                  |  |                  | 31,107   |   |                             |   | (5,392  | )
|Cash and cash equivalents at beginning of year                                        |  |                  | 115,462  |   |                             |   | 36,177  |  
|Cash and cash equivalents at end of period                                            |  | $                | 146,569  |   |                             | $ | 30,785  |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



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##### Table of Contents



Notes to
Condensed Consolidated Financial Statements

(In thousands, except per share data) (Unaudited)

1.  GENERAL

The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted
in the United States of America for complete financial statements. The condensed consolidated balance sheet as of December 31, 2008 was derived from audited financial statements, as adjusted (see below), but does not include all disclosures
required by accounting principles generally accepted in the United States of America. In the opinion of our management, these condensed consolidated financial statements reflect all significant adjustments necessary for a fair statement of the
results for the interim periods presented. The accompanying unaudited condensed consolidated financial statements are not necessarily indicative of future trends or our operations for the entire year. These financial statements should be read in
conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2008.

Our
interim fiscal quarters end on the thirteenth Saturday of each quarter. Since the fiscal year-end is December 31, the first and fourth fiscal quarters may not consist of precisely thirteen weeks. The second fiscal quarters of 2009 and 2008
ended on July 4, 2009 and June 28, 2008, respectively.

Certain reclassifications and adjustments have been made to the 2008 financial statements to conform
to the 2009 presentation.

Effective this quarter, we implemented Statement of Financial Accounting Standards (SFAS) No. 165, Subsequent
Events (SFAS No. 165). This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of
SFAS No. 165 did not impact our financial position or results of operations. We evaluated all significant events or transactions that occurred after July 4, 2009 up through August 12, 2009, the date we issued these financial
statements. See Note 19 of this Form 10-Q for additional information.

Effective January 1, 2009, we adopted Financial Accounting Standards Board (the
FASB) Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1), and SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51(SFAS No. 160). These changes in accounting rules required retrospective adjustments to prior period financial
statements to conform with current accounting treatment.

FSP APB 14-1 requires that convertible debt instruments that may be settled in cash, including partial cash
settlements, be separated into a debt component and an equity component. The value assigned to the debt component as of the issuance date is the estimated fair value of a similar debt instrument without the conversion feature. The difference between
the proceeds obtained for the instruments and the estimated fair value assigned to the debt component represents the equity component. See Note 9 of this Form 10-Q for additional information on the adoption of FSP APB 14-1.

SFAS No. 160 changes the accounting for and reporting of a noncontrolling interest (previously referred to as minority interest) in our consolidated financial
statements. Under SFAS No. 160, we now report noncontrolling interest in subsidiaries as a separate component of equity in the consolidated balance sheets (previously presented between liabilities and shareholders equity) and show both
net income attributable to the noncontrolling interest and net income attributable to Millipore on the face of the consolidated statements of operations.



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##### Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



2.  STOCK-BASED COMPENSATION

We grant stock options and restricted
stock units to employees, officers, and directors under our current stock plans. Stock-based compensation expense is estimated as of the grant date based on the fair value of the award and is recognized as expense, net of estimated forfeitures, on a
straight-line basis over the requisite service period, which generally represents the vesting period. We estimate the fair value of our stock options using the Black-Scholes option-pricing model and the fair value of our restricted stock units based
on the quoted market price of our common stock at the date of grant.

We grant performance-based restricted stock units to certain employees. The number of shares
that will ultimately vest, if any, is determined based on company performance against predetermined target financial metrics over a three-year period. The fair value of these performance-based restricted stock units is determined based on the quoted
market price of our common stock at the date of grant. Stock-based compensation expense is recognized on a straight-line basis over the three-year performance period, net of estimated forfeitures. Stock-based compensation each period is determined
based on the number of shares that are expected to vest, which takes into consideration the probability of achieving the predetermined target financial metrics. Cumulative adjustments would be recorded to reflect changes in the number of shares
expected to vest.

The following table presents grants of stock options, restricted stock units, and performance-based share grants:



|                                         |  |                    |     |                  |               |  |              |     |  |              
|---------------------------------------- |  | ------------------ | --- | ---------------- | ------------- |  | ------------ | --- |  | -------------
|                                         |  | Three Months Ended |     | Six Months Ended
|                                         |  | July 4, 2009       |     |                  | June 28, 2008 |  | July 4, 2009 |     |  | June 28, 2008
|Stock options                            |  | 41                 |     |                  | 37            |  | 471          |     |  | 458          
|Restricted stock units                   |  | 11                 |     |                  | 12            |  | 239          |     |  | 389          
|Performance-based restricted stock units |  | 1                  | (a) |                  |              |  | 112          | (a) |  |             



|(a) |  | Represents target number of shares estimated to be earned at the time of grant.
|--- |  | -------------------------------------------------------------------------------

The following
table presents stock-based compensation expense included in our condensed consolidated statements of operations:



|                                             |  |                    |        |   |                  |   |        |              |  |   |               |   |  |   |        |  
|-------------------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | ------------ |  | - | ------------- | - |  | - | ------ | -
|                                             |  | Three Months Ended |        |   | Six Months Ended |  
|                                             |  | July 4, 2009       |        |   | June 28, 2008    |   |        | July 4, 2009 |  |   | June 28, 2008 |  
|Stock-based compensation expense in:         |  |                    |        |   |                  |   |        |              |  |   |               |   |  |   |        |  
|Cost of revenues                             |  | $                  | 971    |   |                  | $ | 931    |              |  | $ | 1,586         |   |  | $ | 1,460  |  
|Selling, general and administrative expenses |  |                    | 5,382  |   |                  |   | 4,532  |              |  |   | 9,872         |   |  |   | 8,215  |  
|Research and development expenses            |  |                    | 763    |   |                  |   | 685    |              |  |   | 1,449         |   |  |   | 1,264  |  
|Income before provision for income taxes     |  |                    | 7,116  |   |                  |   | 6,148  |              |  |   | 12,907        |   |  |   | 10,939 |  
|Provision for income taxes                   |  |                    | (2,450 | ) |                  |   | (1,895 | )            |  |   | (4,444        | ) |  |   | (3,433 | )
|Net income attributable to Millipore         |  | $                  | 4,666  |   |                  | $ | 4,253  |              |  | $ | 8,463         |   |  | $ | 7,506  |  

3.  BUSINESS ACQUISITIONS

Guava Technologies, Inc.

On February 20, 2009, we acquired Guava Technologies, Inc. (Guava), a provider of
easy-to-use, bench top cell analysis systems. With the Guava acquisition, we expanded our flow cytometry platform to additional markets. The total purchase price was $18,870, which was paid for with available cash on hand. The purchase price was
allocated to net assets



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



acquired of $811, identifiable intangible assets of $16,600, and net deferred tax assets of $10,001. Acquisition related costs for the three and six months ended
July 4, 2009 of $47 and $620, respectively, are included in selling, general and administrative expenses in our condensed consolidated statements of operations.

We recorded a bargain purchase gain on acquisition of $8,542 after allocating the purchase price to the identifiable assets acquired and liabilities assumed. Under the new accounting standards for business combinations, which were effective
as of January 1, 2009, the acquisition resulted in a gain because the fair value of net assets acquired exceeded the purchase price. This was primarily attributable to the net operating loss carryforwards that we recognized as deferred tax
assets based on our ability to use them in the future. These deferred tax assets could not be utilized by Guava as a result of their operating losses.

We had a
pre-existing relationship with Guava concerning distribution and service rights related to their products. The acquisition in effect settled this pre-existing relationship. The net book value related to these distribution and service rights was
determined to be at fair value and no gain or loss was recognized for the effective settlement of these agreements.

The acquisition purchase price was allocated to
net assets acquired and identifiable intangible assets based on their estimated fair values. These fair values were based on managements estimates and assumptions. Intangible assets recorded as a result of this acquisition are not deductible
for tax purposes.

The results of the acquired Guava operations have been included in our condensed consolidated statements of operations since the acquisition date.
Pro forma results of operations have not been presented because such information is not material to our condensed consolidated financial statements.

Serologicals Corporation

We committed to a plan of integration of certain Serologicals Corporation (Serologicals) activities when we
acquired the company on July 14, 2006. The plan included closure of facilities, the abandonment or redeployment of equipment, and employee terminations and relocations. We recorded severance and relocation cost liabilities amounting to $6,675
and facility closure cost liabilities amounting to $5,877 with corresponding adjustments to goodwill in accordance with Emerging Issues Task Force (the EITF) Issue No. 95-3, Recognition of Liabilities in Connection with a
Purchase Business Combination. Amounts accrued for severance and relocation costs were paid in 2006, 2007 and 2008. At July 4, 2009, only accruals for facility closure costs amounting to $2,585 remained and are expected to be paid
over the remaining lease term for certain idle facilities.

4.  GOODWILL

The following table presents changes in goodwill:



|                                        |  |   |          
|--------------------------------------- |  | - | ---------
|Balance at December 31, 2008            |  | $ | 1,004,694
|Effect of foreign exchange rate changes |  |   | 293      
|Balance at July 4, 2009                 |  | $ | 1,004,987



|  |  |                    
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|8 |  | MILLIPORE FORM 10-Q



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##### Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



5.  INTANGIBLE ASSETS

Intangible assets, net, consisted of the
following:



|                                     |  |                         |         |                          |   |          |                       |  |                       |         |  |               
|------------------------------------ |  | ----------------------- | ------- | ------------------------ | - | -------- | --------------------- |  | --------------------- | ------- |  | --------------
|July 4, 2009                         |  | Gross Intangible Assets |         | Accumulated Amortization |   |          | Net Intangible Assets |  | Estimated Useful Life
|Patented and unpatented technology   |  | $                       | 90,988  |                          | $ | (42,750  | )                     |  | $                     | 48,238  |  | 5  20 years  
|Trademarks and trade names           |  |                         | 42,465  |                          |   | (20,370  | )                     |  |                       | 22,095  |  | 5  20 years  
|Customer relationships               |  |                         | 407,548 |                          |   | (124,913 | )                     |  |                       | 282,635 |  | 15  18 years 
|Licenses and other                   |  |                         | 14,936  |                          |   | (8,276   | )                     |  |                       | 6,660   |  | 1.5  20 years
|Total                                |  | $                       | 555,937 |                          | $ | (196,309 | )                     |  | $                     | 359,628 |  |               
|                                     |  |                         |         |                         
|December 31, 2008                    |  |                         |         |                          |   |          |                       |  |                      
|Patented and unpatented technologies |  | $                       | 79,029  |                          | $ | (38,743  | )                     |  | $                     | 40,286  |  | 5  20 years  
|Trademarks and trade names           |  |                         | 41,749  |                          |   | (18,919  | )                     |  |                       | 22,830  |  | 5  20 years  
|Customer relationships               |  |                         | 402,596 |                          |   | (102,171 | )                     |  |                       | 300,425 |  | 15  18 years 
|Licenses and other                   |  |                         | 13,065  |                          |   | (7,133   | )                     |  |                       | 5,932   |  | 1.5  20 years
|Total                                |  | $                       | 536,439 |                          | $ | (166,966 | )                     |  | $                     | 369,473 |  |               

Amortization expense for the six months ended July 4, 2009 and June 28, 2008 was $29,199 and $32,296,
respectively.

The estimated aggregate future amortization expense for intangible assets owned as of July 4, 2009 is as follows:



|                  |  |   |        
|----------------- |  | - | -------
|Remainder of 2009 |  | $ | 29,258 
|2010              |  |   | 53,832 
|2011              |  |   | 48,596 
|2012              |  |   | 42,742 
|2013              |  |   | 37,064 
|2014              |  |   | 31,395 
|Thereafter        |  |   | 116,741
|Total             |  | $ | 359,628

6.  BASIC AND DILUTED EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share (EPS):



|                                                           |  |                    |        |                             |   |              |  |                             |        |  |   |       
|---------------------------------------------------------- |  | ------------------ | ------ | --------------------------- | - | ------------ |  | --------------------------- | ------ |  | - | ------
|                                                           |  | Three Months Ended |        | Six Months Ended           
|                                                           |  | July 4, 2009       |        | June 28, 2008 (As adjusted) |   | July 4, 2009 |  | June 28, 2008 (As adjusted)
|Numerator:                                                 |  |                    |        |                             |   |              |  |                             |        |  |   |       
|Net income attributable to Millipore                       |  | $                  | 40,394 |                             | $ | 38,202       |  | $                           | 93,419 |  | $ | 68,697
|Denominator:                                               |  |                    |        |                             |   |              |  |                             |        |  |   |       
|Weighted average common shares outstanding for basic EPS   |  |                    | 55,481 |                             |   | 55,123       |  |                             | 55,415 |  |   | 55,017
|Dilutive effect of stock-based compensation awards         |  |                    | 499    |                             |   | 570          |  |                             | 503    |  |   | 607   
|Weighted average common shares outstanding for diluted EPS |  |                    | 55,980 |                             |   | 55,693       |  |                             | 55,918 |  |   | 55,624
|Earnings per share:                                        |  |                    |        |                             |   |              |  |                             |        |  |   |       
|Basic                                                      |  | $                  | 0.73   |                             | $ | 0.69         |  | $                           | 1.69   |  | $ | 1.25  
|Diluted                                                    |  | $                  | 0.72   |                             | $ | 0.69         |  | $                           | 1.67   |  | $ | 1.24  



|                    |  |  
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|MILLIPORE FORM 10-Q |  | 9



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##### Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



Net income attributable to Millipore and earnings per share amounts for the three and six months ended June 28, 2008 have been adjusted for changes in accounting required by
FSP APB 14-1.

For the three months ended July 4, 2009 and June 28, 2008, outstanding stock options and restricted stock units amounting to 1,341 and 793,
respectively, were excluded from the calculation of diluted earnings per share because of their antidilutive effect. For the six months ended July 4, 2009 and June 28, 2008, outstanding stock options and restricted stock units amounting to
1,306 and 850, respectively, were excluded from the calculation of diluted earnings per share because of their antidilutive effect. Antidilutive options and restricted stock units could become dilutive in the future. Performance-based restricted
stock units were excluded from the calculation of diluted earnings per share because they are considered contingently issuable shares and we have not achieved the target financial metrics as of July 4, 2009. In addition, shares issuable for the
conversion premium upon conversion of the 3.75% convertible senior notes were excluded from the calculation of diluted earnings per share as of July 4, 2009 and June 28, 2008, respectively, because our stock price had not exceeded the
conversion price.

7.  INVENTORIES

Inventories, stated
at the lower of first-in, first-out (FIFO) cost or market, consisted of the following:



|                  |  |              |         |                  |   |        
|----------------- |  | ------------ | ------- | ---------------- | - | -------
|                  |  | July 4, 2009 |         | December 31,2008
|Raw materials     |  | $            | 50,552  |                  | $ | 46,699 
|Work in process   |  |              | 89,666  |                  |   | 77,638 
|Finished goods    |  |              | 125,821 |                  |   | 135,023
|Total inventories |  | $            | 266,039 |                  | $ | 259,360

8.  PROPERTY, PLANT AND EQUIPMENT

Accumulated depreciation on property, plant and equipment was $371,065 at July 4, 2009 and $345,511 at December 31, 2008.

9.  DEBT

Short-term debt

Our short-term
debt consisted of the following:



|                            |  |             |        |                   |   |      
|--------------------------- |  | ----------- | ------ | ----------------- | - | -----
|                            |  | July 4,2009 |        | December 31, 2008
|Revolving credit facilities |  | $           | 54,375 |                   | $ |     
|Operating bank facilities   |  |             | 6,713  |                   |   | 4,391
|Total short-term debt       |  | $           | 61,088 |                   | $ | 4,391

Revolving credit facilities with maturity dates within one year are classified as short-term debt. Our short-term revolving
credit facilities are renewable for additional periods unless terminated by either Millipore or the banks.



|   |  |                    
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|10 |  | MILLIPORE FORM 10-Q



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##### Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



Long-term debt

Our long-term debt consisted of the following:



|                                                         |  |             |         |                                |   |          
|-------------------------------------------------------- |  | ----------- | ------- | ------------------------------ | - | ---------
|                                                         |  | July 4,2009 |         | December 31,2008 (As adjusted)
|Revolving credit facility                                |  | $           | 71,000  |                                | $ | 215,271  
|3.75% convertible senior notes due 2026, net of discount |  |             | 525,543 |                                |   | 518,157  
|5.875% senior notes due 2016, net of discount            |  |             | 348,357 |                                |   | 348,630  
|Total long-term debt                                     |  | $           | 944,900 |                                | $ | 1,082,058

At July 4, 2009, we had a credit commitment under our primary revolving credit agreement (the Revolver)
amounting to 465,000, or $649,714. At July 4, 2009, we had 414,185, or
$578,714, available for borrowing under the Revolver. The Revolver expires in June 2011. At July 4, 2009, we were in compliance with all financial covenants under the Revolver.

As of July 4, 2009, our 3.75 percent convertible senior notes (the Convertible Notes) had a fair value of $560,763 and our 5.875 percent senior notes had a fair value of $300,405. Fair value was determined from
available market prices using current interest rates, non-performance risk and term to maturity.

FSP APB 14-1 changed the accounting for our Convertible Notes and
the related deferred financing costs. Prior to the issuance of this accounting standard, we reported the Convertible Notes at their principal amount of $565,000 in long-term debt and capitalized deferred financing costs amounting to $13,361. Upon
adoption of FSP APB 14-1 as of January 1, 2009, we adjusted the accounting for the Convertible Notes and the related deferred financing costs for all prior periods since initial issuance of the debt, as described in Note 1. We determined that
the estimated fair value of a similar debt instrument without the conversion feature was $483,747 at the time of issuance. The equity component, recorded as additional paid-in capital, was $50,377 as of the date of issuance, which represents the
difference between the proceeds from issuance of the Convertible Notes and the fair value of the debt as of the date of issuance, net of deferred taxes of $30,876. The resulting $81,253 discount on the debt will be amortized through interest expense
over the period from June 2006 through December 2011, which represents the expected life of the debt. Additionally, we reclassified $1,205 of the deferred financing costs to equity, net of deferred taxes of $738, as equity issuance costs, which will
not be amortized to the statement of operations. The cumulative effect of the change reduced January 1, 2008 retained earnings by $12,682.



|                    |  |   
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|MILLIPORE FORM 10-Q |  | 11



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##### Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



The December 31, 2008 condensed consolidated balance sheet and the statement of operations for the three and six months ended June 28, 2008 have been adjusted for the
change in accounting principle as follows:



|                                                |  |                       |           |   |             |   |         |             |  |   |           |  
|----------------------------------------------- |  | --------------------- | --------- | - | ----------- | - | ------- | ----------- |  | - | --------- | -
|                                                |  | As PreviouslyReported |           |   | Adjustments |   |         | As Adjusted | 
|Consolidated Balance Sheet:                     |  |                       |           |   |             |   |         |             |  |   |           |  
|December 31, 2008                               |  |                       |           |   |             |   |         |             |  |   |           |  
|Deferred tax assets  non-current               |  | $                     | 28,445    |   |             | $ | (17,519 | )           |  | $ | 10,926    |  
|Other assets  non-current                      |  | $                     | 19,185    |   |             | $ | (1,030  | )           |  | $ | 18,155    |  
|Long-term debt                                  |  | $                     | 1,128,901 |   |             | $ | (46,843 | )           |  | $ | 1,082,058 |  
|Additional paid-in capital                      |  | $                     | 297,257   |   |             | $ | 49,172  |             |  | $ | 346,429   |  
|Retained earnings                               |  | $                     | 988,235   |   |             | $ | (20,878 | )           |  | $ | 967,357   |  
|Condensed Consolidated Statement of Operations: |  |                       |           |   |             |   |         |             |  |   |           |  
|Three months ended June 28, 2008                |  |                       |           |   |             |   |         |             |  |   |           |  
|Interest expense                                |  | $                     | (14,947   | ) |             | $ | (3,382  | )           |  | $ | (18,329   | )
|Provision for income taxes                      |  | $                     | 13,207    |   |             | $ | (1,310  | )           |  | $ | 11,897    |  
|Net income attributable to Millipore            |  | $                     | 40,274    |   |             | $ | (2,072  | )           |  | $ | 38,202    |  
|Earnings per share:                             |  |                       |           |   |             |   |         |             |  |   |           |  
|Basic                                           |  | $                     | 0.73      |   |             | $ | (0.04   | )           |  | $ | 0.69      |  
|Diluted                                         |  | $                     | 0.72      |   |             | $ | (0.03   | )           |  | $ | 0.69      |  
|Condensed Consolidated Statement of Operations: |  |                       |           |   |             |   |         |             |  |   |           |  
|Six months ended June 28, 2008                  |  |                       |           |   |             |   |         |             |  |   |           |  
|Interest expense                                |  | $                     | (29,743   | ) |             | $ | (6,723  | )           |  | $ | (36,466   | )
|Provision for income taxes                      |  | $                     | 22,784    |   |             | $ | (2,563  | )           |  | $ | 20,221    |  
|Net income attributable to Millipore            |  | $                     | 72,857    |   |             | $ | (4,160  | )           |  | $ | 68,697    |  
|Earnings per share:                             |  |                       |           |   |             |   |         |             |  |   |           |  
|Basic                                           |  | $                     | 1.32      |   |             | $ | (0.07   | )           |  | $ | 1.25      |  
|Diluted                                         |  | $                     | 1.31      |   |             | $ | (0.07   | )           |  | $ | 1.24      |  

Upon conversion, the Convertible Notes will be convertible into cash for the principal amount and shares of our common stock
for the conversion premium, if any, based on initial conversion rate of 11.0485 shares per $1 principal amount (which represents an initial conversion price of approximately $90.51 per share), subject to adjustments.

The following table sets forth balance sheet information regarding the Convertible Notes:



|                                              |  |             |         |                  |   |        
|--------------------------------------------- |  | ----------- | ------- | ---------------- | - | -------
|                                              |  | July 4,2009 |         | December 31,2008
|Principal value of the liability component    |  | $           | 565,000 |                  | $ | 565,000
|Unamortized value of the liability component  |  |             | 39,457  |                  |   | 46,843 
|Net carrying value of the liability component |  | $           | 525,543 |                  | $ | 518,157

Interest expense on the Convertible Debt is recognized based on an effective interest rate of 6.94 percent. This rate
represents the contractual coupon interest and the discount amortization as shown below:



|                                              |  |                    |       |                  |   |              |  |               |        |  |   |       
|--------------------------------------------- |  | ------------------ | ----- | ---------------- | - | ------------ |  | ------------- | ------ |  | - | ------
|                                              |  | Three Months Ended |       | Six Months Ended
|                                              |  | July 4, 2009       |       | June 28, 2008    |   | July 4, 2009 |  | June 28, 2008
|                                              |  |                    |       |                  |   |              |  |               |        |  |   |       
|Interest expense  coupon                     |  | $                  | 5,297 |                  | $ | 5,297        |  | $             | 10,594 |  | $ | 10,594
|Interest expense  debt discount amortization |  | $                  | 3,714 |                  | $ | 3,471        |  | $             | 7,386  |  | $ | 6,900 



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|12 |  | MILLIPORE FORM 10-Q



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##### Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



10.  INCOME TAXES

Our effective tax rate was 24 percent and 21
percent, respectively, for the three and six months ended July 4, 2009, versus 23 percent and 22 percent, respectively, for the prior year comparable periods. During the six months ended July 4, 2009, we recognized $1,136 tax benefit
associated with our research and development (R&D) credits as a result of a change in U.S. tax laws in February 2009 and recorded an $8,542 non-taxable gain on the Guava acquisition. Adjusting for this non-taxable gain, our effective
tax rate was 22 percent for the six months ended July 4, 2009.

Over the next 12 months, we may need to record approximately $3,000 of previously unrecognized
tax benefits in the event of statute of limitations closures and settlements of tax audits.

11.  EMPLOYEE BENEFIT PLANS

Our net periodic pension and post-retirement benefit costs were as follows:



|                                      |  |                       |        |   |                             |   |        |                            |  |   |              |   |  |             |     |   |              |   |       |   |  |   |       |  
|------------------------------------- |  | --------------------- | ------ | - | --------------------------- | - | ------ | -------------------------- |  | - | ------------ | - |  | ----------- | --- | - | ------------ | - | ----- | - |  | - | ----- | -
|                                      |  | U.S. Pension Benefits |        |   | U.S. PostretirementBenefits |   |        | Foreign RetirementBenefits | 
|                                      |  | Three Months Ended    |        |   | Three Months Ended          |   |        | Three Months Ended         | 
|                                      |  | July 4,2009           |        |   | June 28,2008                |   |        | July 4,2009                |  |   | June 28,2008 |   |  | July 4,2009 |     |   | June 28,2008 |  
|Service cost                          |  | $                     | 39     |   |                             | $ | 13     |                            |  | $ | 1            |   |  | $           | 164 |   |              | $ | 661   |   |  | $ | 670   |  
|Interest cost                         |  |                       | 1,109  |   |                             |   | 1,082  |                            |  |   | 39           |   |  |             | 128 |   |              |   | 452   |   |  |   | 487   |  
|Expected return on plan assets        |  |                       | (921   | ) |                             |   | (998   | )                          |  |   |             |   |  |             |    |   |              |   | (304  | ) |  |   | (447  | )
|Amortization of prior service benefit |  |                       |       |   |                             |   |       |                            |  |   | (114         | ) |  |             | (49 | ) |              |   |      |   |  |   |      |  
|Amortization of net loss/(gain)       |  |                       | 268    |   |                             |   | 265    |                            |  |   | (36          | ) |  |             | (24 | ) |              |   | (12   | ) |  |   | (40   | )
|Net periodic benefit cost             |  | $                     | 495    |   |                             | $ | 362    |                            |  | $ | (110         | ) |  | $           | 219 |   |              | $ | 797   |   |  | $ | 670   |  
|                                      |  |                       |       
|                                      |  | U.S. Pension Benefits |        |   | U.S. PostretirementBenefits |   |        | Foreign RetirementBenefits | 
|                                      |  | Six Months Ended      |        |   | Six Months Ended            |   |        | Six Months Ended           | 
|                                      |  | July 4,2009           |        |   | June 28,2008                |   |        | July 4,2009                |  |   | June 28,2008 |   |  | July 4,2009 |     |   | June 28,2008 |  
|Service cost                          |  | $                     | 78     |   |                             | $ | 26     |                            |  | $ | 2            |   |  | $           | 328 |   |              | $ | 1,312 |   |  | $ | 1,413 |  
|Interest cost                         |  |                       | 2,218  |   |                             |   | 2,164  |                            |  |   | 78           |   |  |             | 256 |   |              |   | 885   |   |  |   | 985   |  
|Expected return on plan assets        |  |                       | (1,842 | ) |                             |   | (1,996 | )                          |  |   |             |   |  |             |    |   |              |   | (590  | ) |  |   | (888  | )
|Amortization of prior service benefit |  |                       |       |   |                             |   |       |                            |  |   | (228         | ) |  |             | (98 | ) |              |   |      |   |  |   |      |  
|Amortization of net loss/(gain)       |  |                       | 536    |   |                             |   | 530    |                            |  |   | (72          | ) |  |             | (48 | ) |              |   | (27   | ) |  |   | (38   | )
|Net periodic benefit cost             |  | $                     | 990    |   |                             | $ | 724    |                            |  | $ | (220         | ) |  | $           | 438 |   |              | $ | 1,580 |   |  | $ | 1,472 |  

We expect to contribute $6,740 to the U.S. pension plan, $369 to the U.S. postretirement benefit plan and $2,000 to the
foreign retirement plans in 2009. As of July 4, 2009, we made contributions of $6,740, $227, and $673 to the U.S. pension plan, the U.S. postretirement benefit plan and the foreign retirement plans, respectively.



|                    |  |   
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|MILLIPORE FORM 10-Q |  | 13



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##### Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



12.  EQUITY AND COMPREHENSIVE INCOME

The following table presents a
summary of the changes in equity for the six months ended July 4, 2009 and June 28, 2008.



|                                                    |  |                               |           |                         |                                              |        |              |  |   |                              |   |  |                         |           |   |              |   |       |   |  |   |           |  
|--------------------------------------------------- |  | ----------------------------- | --------- | ----------------------- | -------------------------------------------- | ------ | ------------ |  | - | ---------------------------- | - |  | ----------------------- | --------- | - | ------------ | - | ----- | - |  | - | --------- | -
|                                                    |  | Six Months Ended July 4, 2009 |           |                         | Six Months Ended June 28, 2008 (as adjusted) |       
|                                                    |  | Millipore ShareholdersEquity |           | Noncontrolling Interest |                                              |        | Total Equity |  |   | MilliporeShareholdersEquity |   |  | Noncontrolling Interest |           |   | Total Equity |  
|Equity, beginning of period                         |  | $                             | 1,305,969 |                         | $                                            | 6,326  |              |  | $ | 1,312,295                    |   |  | $                       | 1,173,058 |   |              | $ | 6,243 |   |  | $ | 1,179,301 |  
|Stock plan activities                               |  |                               | 3,463     |                         |                                              |       |              |  |   | 3,463                        |   |  |                         | 11,894    |   |              |   |      |   |  |   | 11,894    |  
|Stock based compensation expense                    |  |                               | 12,907    |                         |                                              |       |              |  |   | 12,907                       |   |  |                         | 10,939    |   |              |   |      |   |  |   | 10,939    |  
|Adoption of SFAS No. 158 measurement date provision |  |                               |          |                         |                                              |       |              |  |   |                             |   |  |                         | (124      | ) |              |   |      |   |  |   | (124      | )
|Dividends paid to noncontrolling interest           |  |                               |          |                         |                                              | (1,545 | )            |  |   | (1,545                       | ) |  |                         |          |   |              |   | (895  | ) |  |   | (895      | )
|Comprehensive income                                |  |                               | 114,034   |                         |                                              | 1,884  |              |  |   | 115,918                      |   |  |                         | 62,243    |   |              |   | 1,559 |   |  |   | 63,802    |  
|Equity, end of period                               |  | $                             | 1,436,373 |                         | $                                            | 6,665  |              |  | $ | 1,443,038                    |   |  | $                       | 1,258,010 |   |              | $ | 6,907 |   |  | $ | 1,264,917 |  

The following tables present the components of comprehensive income, net of taxes.



|                                                                                  |  |                                 |        |   |                                                |   |       |  |   |                              |   |  |                         |        |   |       |   |       |   |  |   |        |  
|--------------------------------------------------------------------------------- |  | ------------------------------- | ------ | - | ---------------------------------------------- | - | ----- |  | - | ---------------------------- | - |  | ----------------------- | ------ | - | ----- | - | ----- | - |  | - | ------ | -
|                                                                                  |  | Three Months Ended July 4, 2009 |        |   | Three Months Ended June 28, 2008 (as adjusted) |  
|                                                                                  |  | Millipore ShareholdersEquity   |        |   | Noncontrolling Interest                        |   | Total |  |   | MilliporeShareholdersEquity |   |  | Noncontrolling Interest |        |   | Total |  
|Net income                                                                        |  | $                               | 40,394 |   |                                                | $ | 1,212 |  | $ | 41,606                       |   |  | $                       | 38,202 |   |       | $ | 1,349 |   |  | $ | 39,551 |  
|Net foreign currency translation adjustments, net of tax                          |  |                                 | 15,837 |   |                                                |   | 330   |  |   | 16,167                       |   |  |                         | 278    |   |       |   | (478  | ) |  |   | (200   | )
|Change in fair value of cash flow hedges, net of tax                              |  |                                 | (2,337 | ) |                                                |   |      |  |   | (2,337                       | ) |  |                         | 1,354  |   |       |   |      |   |  |   | 1,354  |  
|Net realized loss on cash flow hedges, net of tax                                 |  |                                 | (24    | ) |                                                |   |      |  |   | (24                          | ) |  |                         | (268   | ) |       |   |      |   |  |   | (268   | )
|Net realized (gain) loss on cash flow hedges reclassified to earnings, net of tax |  |                                 | (99    | ) |                                                |   |      |  |   | (99                          | ) |  |                         | 415    |   |       |   |      |   |  |   | 415    |  
|Net changes in additional pension liability adjustments, net of tax               |  |                                 | (15    | ) |                                                |   |      |  |   | (15                          | ) |  |                         | 151    |   |       |   |      |   |  |   | 151    |  
|Total comprehensive income                                                        |  | $                               | 53,756 |   |                                                | $ | 1,542 |  | $ | 55,298                       |   |  | $                       | 40,132 |   |       | $ | 871   |   |  | $ | 41,003 |  



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



|                                                                                  |  |                               |         |   |                                              |   |       |  |   |                              |   |  |                         |        |   |       |   |       |   |  |   |        |  
|--------------------------------------------------------------------------------- |  | ----------------------------- | ------- | - | -------------------------------------------- | - | ----- |  | - | ---------------------------- | - |  | ----------------------- | ------ | - | ----- | - | ----- | - |  | - | ------ | -
|                                                                                  |  | Six Months Ended July 4, 2009 |         |   | Six Months Ended June 28, 2008 (as adjusted) |  
|                                                                                  |  | Millipore ShareholdersEquity |         |   | Noncontrolling Interest                      |   | Total |  |   | MilliporeShareholdersEquity |   |  | Noncontrolling Interest |        |   | Total |  
|Net income                                                                        |  | $                             | 93,419  |   |                                              | $ | 1,741 |  | $ | 95,160                       |   |  | $                       | 68,697 |   |       | $ | 2,130 |   |  | $ | 70,827 |  
|Net foreign currency translation adjustments, net of tax                          |  |                               | 18,692  |   |                                              |   | 143   |  |   | 18,835                       |   |  |                         | (5,731 | ) |       |   | (571  | ) |  |   | (6,302 | )
|Change in fair value of cash flow hedges, net of tax                              |  |                               | 1,602   |   |                                              |   |      |  |   | 1,602                        |   |  |                         | 506    |   |       |   |      |   |  |   | 506    |  
|Net realized loss on cash flow hedges, net of tax                                 |  |                               | (55     | ) |                                              |   |      |  |   | (55                          | ) |  |                         | (1,000 | ) |       |   |      |   |  |   | (1,000 | )
|Net realized (gain) loss on cash flow hedges reclassified to earnings, net of tax |  |                               | 148     |   |                                              |   |      |  |   | 148                          |   |  |                         | 972    |   |       |   |      |   |  |   | 972    |  
|Net changes in additional pension liability adjustments, net of tax               |  |                               | 228     |   |                                              |   |      |  |   | 228                          |   |  |                         | (1,201 | ) |       |   |      |   |  |   | (1,201 | )
|Total comprehensive income                                                        |  | $                             | 114,034 |   |                                              | $ | 1,884 |  | $ | 115,918                      |   |  | $                       | 62,243 |   |       | $ | 1,559 |   |  | $ | 63,802 |  

13.  DERIVATIVE INSTRUMENTS AND HEDGING

Our earnings and cash flows are subject to fluctuations caused by changes in foreign currency exchange rates. We enter into certain derivative financial instruments, when available
on a cost-effective basis, to hedge our underlying foreign currency exchange rate exposures. These instruments are managed on a consolidated basis to take advantage of natural offsets and to minimize our net exposures. Derivative financial
instruments are not used for speculative purposes.

We account for derivative financial instruments and hedging activities in accordance with SFAS No. 133
Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133). All derivatives are recognized on the consolidated balance sheets at their fair value. Changes in the fair value of derivatives are
recognized in earnings or other comprehensive income (OCI) depending on whether the derivative instrument qualifies for hedge accounting. Changes in the fair value of a derivative that is designated and highly effective as a cash flow
hedge are recorded in OCI until earnings are affected by the hedged item. Changes in the fair value of derivatives and financial instruments used to hedge our net investments in foreign operations are included as translation adjustments in OCI.
Changes in the fair value of derivatives not qualifying for hedge accounting, and the ineffective portion of derivative instruments designated as cash flow hedges, are recorded in current earnings. We formally assess, both at the inception of the
hedge and on an ongoing basis, whether the transaction being hedged is probable of occurring and whether the derivatives are highly effective in offsetting changes in the cash flows of the hedged items. When it is determined that a derivative is not
highly effective as a hedge or that it has ceased to be a highly effective hedge, we discontinue hedge accounting prospectively in accordance with SFAS No. 133. Cash flows from derivative financial instruments that are designated as hedges are
classified within the same category as the item being hedged on the condensed consolidated statement of cash flows. Cash flows from derivatives that are not designated as hedges are included in cash flows from investing activities when the timing of
the cash flows are not similar to the hedged transactions.

Cash Flow Hedges

We utilize foreign currency forward exchange contracts to hedge anticipated intercompany sales transactions in certain foreign currencies and designate these derivative instruments as cash flow hedges when appropriate. We enter
into forward exchange contracts that match the currency, timing, and notional amount of the underlying forecasted transactions. Therefore, no ineffectiveness resulted or was recorded through the consolidated statement of operations in any of the
periods



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



presented. Our forward exchange contracts are primarily short term in nature with maximum contract durations of fifteen months. The net gain or loss from these cash
flow hedges reported in accumulated OCI will be reclassified to earnings and recorded in revenues in our consolidated statement of operations when the related inventory is sold to third-party customers. The amounts ultimately recognized will vary
based on fluctuations of the hedged currencies through the contract maturity dates. At July 4, 2009, these forward exchange contracts had aggregate U.S. dollar equivalent notional amounts of $132,262. At July 4, 2009, we had $101 net
realized loss in accumulated OCI that will be recognized in net revenues in the next three months.

Net Investment Hedge

We designated our 5.875 percent senior notes, which are denominated in Euro, as a hedge of the foreign currency exposures of our net investment in certain foreign operations.
Foreign exchange gains or losses on the hedge, which are caused by the remeasurement of the Euro debt to U.S. dollars, are recorded in OCI as a component of cumulative translation adjustment. At July 4, 2009, the cumulative net loss included in
accumulated OCI was $35,528.

Embedded Derivatives

The contingent
interest feature of the Convertible Notes represents an embedded derivative that requires separate recognition at fair value apart from the Convertible Notes. As a result, we are required to separate the value of this feature from the Convertible
Notes and record a liability on the condensed consolidated balance sheet. As of July 4, 2009, the contingent interest feature had a nominal fair value.

Other Derivatives

In addition to cash flow hedges and the net investment hedge, we also enter into foreign currency forward exchange contracts to
mitigate the impact of foreign exchange risk related to foreign currency denominated intercompany and external debt, and foreign currency receivable and payable balances. Both realized and unrealized gains and losses resulting from changes in the
fair value of these derivative instruments are recorded through current earnings because we do not designate these forward exchange contracts as hedges under SFAS No. 133. The aggregate U.S. dollar equivalent notional amount of these forward
exchange contracts was $207,761 at July 4, 2009. Cash paid or received upon settlement of these forward exchange contracts is included in operating activities in the condensed consolidated statements of cash flows.

Fair values of derivative instruments at July 4, 2009 are summarized in the following table:



|                                                    |  |                        |  |                       |       |                       |                 |           |   |      
|--------------------------------------------------- |  | ---------------------- |  | --------------------- | ----- | --------------------- | --------------- | --------- | - | -----
|                                                    |  | Asset Derivatives      |  | Liability Derivatives
|                                                    |  | Balance Sheet Location |  | FairValue             |       | Balance SheetLocation |                 | FairValue
|Cash flow hedges  foreign exchange contracts       |  | Other currentassets    |  | $                     | 2,946 |                       | Accruedexpenses |           | $ | 4,522
|Foreign exchange contracts not designated as hedges |  | Other currentassets    |  |                       | 396   |                       | Accruedexpenses |           |   | 1,084
|Total derivatives                                   |  |                        |  | $                     | 3,342 |                       |                 |           | $ | 5,606

Amounts in the table above represent gross unrealized gains and losses and do not reflect the actual recorded values because
gains and losses offset in certain cases. Actual unrealized gains included in other current assets were $1,590 for



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



cash flow hedges and $109 for derivatives not qualifying for hedge accounting. Actual unrealized losses included in accrued expenses were $3,166 for cash flow hedges
and $797 for derivatives not qualifying for hedge accounting.

The effect of derivative instruments that were designated as hedges on our condensed consolidated
financial statements for the three and six months ended July 4, 2009 is summarized below:

|                                              |  |                                                         |         |   |                                                  |          |                                                                                  |   |                                                       |  |                                                  |  |  
|--------------------------------------------- |  | ------------------------------------------------------- | ------- | - | ------------------------------------------------ | -------- | -------------------------------------------------------------------------------- | - | ----------------------------------------------------- |  | ------------------------------------------------ |  | -
|                                              |  | Amount of Gain(Loss)Recognized inOCI(Effective Portion) |         |   | Statement ofOperationsLocation(EffectivePortion) |          | Amount of Gain(Loss)ReclassifiedfromAccumulatedOCI into Income(EffectivePortion) |   | Statement ofOperations Location (Ineffective Portion) |  | Amount of Gain(Loss)Recorded(IneffectivePortion)
|Three months ended July 4, 2009               |  |                                                         |         |   |                                                  |          |                                                                                  |   |                                                       |  |                                                  |  |  
|Cash flow hedges  foreign exchange contracts |  | $                                                       | (3,823  | ) |                                                  | Revenues |                                                                                  | $ | 245                                                   |  | Selling, general andadministrativeexpenses       |  | 
|Net investment hedge                          |  |                                                         | (12,154 | ) |                                                  |         |                                                                                  |   |                                                      |  |                                                 |  | 
|Total                                         |  | $                                                       | (15,977 | ) |                                                  |          |                                                                                  | $ | 245                                                   |  |                                                  |  | 
|Six months ended July 4, 2009                 |  |                                                         |         |   |                                                  |          |                                                                                  |   |                                                       |  |                                                  |  |  
|Cash flow hedges  foreign exchange contracts |  | $                                                       | 2,185   |   |                                                  | Revenues |                                                                                  | $ | 85                                                    |  | Selling, general andadministrativeexpenses       |  | 
|Net investment hedge                          |  |                                                         | 342     |   |                                                  |         |                                                                                  |   |                                                      |  |                                                 |  | 
|Total                                         |  | $                                                       | 2,527   |   |                                                  |          |                                                                                  | $ | 85                                                    |  |                                                  |  | 

The effect of derivative instruments not designated as hedges on our condensed consolidated financial statements for the
three and six months ended July 4, 2009 is as follows:



|                                |  |                                             |  |                               
|------------------------------- |  | ------------------------------------------- |  | ------------------------------
|                                |  | Statement of OperationsLocation             |  | Amount of Gain (Loss) Recorded
|Three months ended July 4, 2009 |  |                                             |  |                               
|Foreign exchange contracts      |  | Selling, general andadministrative expenses |  | $6,554                        
|Six months ended July 4, 2009   |  |                                             |  |                               
|Foreign exchange contracts      |  | Selling, general andadministrative expenses |  | $11,853                       

14.  FAIR VALUE MEASUREMENTS

We hold cash equivalents, derivatives, certain other assets, and certain other liabilities that are carried at fair value. We generally determine fair value using a market approach based on quoted prices of identical
instruments when available.

When market quotes of identical instruments are not readily accessible or available, we determine fair value based on quoted market
prices of similar instruments. Nonperformance risk of counter-parties is considered in determining the fair value of derivative instruments in an asset position, while the impact of our own credit standing is considered in determining the fair value
of our obligations.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



Our valuation techniques are based on both observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources. Unobservable inputs reflect
our market assumptions. These two types of inputs create the following fair value hierarchy:



|         |  |                                                                                                                                                                                                                                                        
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1: |  | Quoted prices for identical instruments in active markets.                                                                                                                                                                                             
|         | 
|Level 2: |  | Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or
whose significant value drivers are observable.
|         | 
|Level 3: |  | Instruments whose significant value drivers are unobservable.                                                                                                                                                                                          



Financial assets and liabilities measured at fair value
on a recurring basis are summarized below:



|                       |  |                   |       |         |   |         |  |         |   |  |   |        
|---------------------- |  | ----------------- | ----- | ------- | - | ------- |  | ------- | - |  | - | -------
|                       |  | July 4, 2009     
|                       |  | Level 1           |       | Level 2 |   | Level 3 |  | Balance
|Assets                 |  |                   |       |         |   |         |  |         |   |  |   |        
|Cash equivalents       |  | $                 |      |         | $ | 126,107 |  | $       |  |  | $ | 126,107
|Derivatives            |  | $                 |      |         | $ | 1,699   |  | $       |  |  | $ | 1,699  
|Marketable securities1 |  | $                 | 958   |         | $ |        |  | $       |  |  | $ | 958    
|Liabilities            |  |                   |       |         |   |         |  |         |   |  |   |        
|Derivatives            |  | $                 |      |         | $ | 3,963   |  | $       |  |  | $ | 3,963  
|Deferred compensation2 |  | $                 | 7,482 |         | $ |        |  | $       |  |  | $ | 7,482  
|                       | 
|                       |  | December 31, 2008
|                       |  | Level 1           |       | Level 2 |   | Level 3 |  | Balance
|Assets                 |  |                   |       |         |   |         |  |         |   |  |   |        
|Cash equivalents       |  | $                 |      |         | $ | 99,438  |  | $       |  |  | $ | 99,438 
|Derivatives            |  | $                 |      |         | $ | 5,566   |  | $       |  |  | $ | 5,566  
|Marketable securities1 |  | $                 | 912   |         | $ |        |  | $       |  |  | $ | 912    
|Liabilities            |  |                   |       |         |   |         |  |         |   |  |   |        
|Derivatives            |  | $                 |      |         | $ | 4,754   |  | $       |  |  | $ | 4,754  
|Deferred compensation2 |  | $                 | 6,092 |         | $ |        |  | $       |  |  | $ | 6,092  



|1 |  | Relates to investments in marketable securities associated with certain of our non-qualified deferred compensation plans, which are included in Other assets.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|2 |  | Relates to our obligations to pay benefits under certain of our non-qualified deferred compensation plans and supplemental savings plan for senior executives, which are included in Other
liabilities.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Disclosures for assets and liabilities that are measured at fair value, but are not recognized and disclosed at fair value on a recurring
basis, are required prospectively beginning January 1, 2009. During the six months ended July 4, 2009, such measurements of fair value primarily related to the assets and liabilities acquired in connection with the Guava acquisition and
accrued expenses related to the closure of certain facilities. The net identifiable tangible and intangible assets and liabilities that were measured at fair value totaled approximately $17,411. Acquisition assets and liabilities were valued using
the income and market valuation approaches. Inputs to the valuations included managements cash flow projections and observable inputs such as interest rates, cost of capital, and market comparable royalty rates.

Lease termination accruals were valued using the income valuation approach. Inputs to the valuations included managements assumptions regarding sublease income as well as
observable inputs such as rent obligations and interest rates.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



The following table provides information by level for assets and liabilities that were measured at fair value on a nonrecurring basis during the six months ended July 4, 2009:



|                                   |  |              |   |         |   |         |  |   |        |  
|---------------------------------- |  | ------------ | - | ------- | - | ------- |  | - | ------ | -
|                                   |  | July 4, 2009 |  
|                                   |  | Level 1      |   | Level 2 |   | Level 3 | 
|Acquisition assets, net            |  | $            |  |         | $ |        |  | $ | 17,411 |  
|Lease termination closure accruals |  |              |  |         |   |        |  |   | (1,342 | )

15.  COSTS ASSOCIATED WITH EXIT ACTIVITIES

On September 10, 2008, we took actions to optimize the performance of our global supply chain and reduce our cost structure to improve operational efficiency. These actions
were partly in response to market conditions that caused revenue declines in our Bioprocess Division. These actions were also part of our long term strategy to further improve the efficiency of our global supply chain, primarily through
consolidation of our manufacturing locations. In total, we expect to incur charges of approximately $29 million related to these activities. This is comprised of employee separation and retention costs amounting to $13 million, lease termination
costs at the date we cease to use affected facilities amounting to $3 million, other charges consisting principally of consulting and facility transition costs amounting to $8 million, and non-cash charges for accelerated depreciation amounting to
$5 million. We expect to complete these activities by the end of 2010.

The following table summarizes expected, incurred, and remaining costs associated with these
actions as of July 4, 2009:



|                                                    |  |                            |        |   |                                        |   |        |                         |  |   |            |   |  |       |        |   |  |   |        |  
|--------------------------------------------------- |  | -------------------------- | ------ | - | -------------------------------------- | - | ------ | ----------------------- |  | - | ---------- | - |  | ----- | ------ | - |  | - | ------ | -
|                                                    |  | SeveranceandRetentionCosts |        |   | Facility Exitand LeaseTerminationCosts |   |        | AcceleratedDepreciation |  |   | OtherCosts |   |  | Total |       
|Expected costs                                      |  | $                          | 12,593 |   |                                        | $ | 3,174  |                         |  | $ | 5,367      |   |  | $     | 8,437  |   |  | $ | 29,571 |  
|Costs incurred in 2008                              |  |                            | (5,656 | ) |                                        |   |       |                         |  |   | (911       | ) |  |       | (2,372 | ) |  |   | (8,939 | )
|Costs incurred in the six months ended July 4, 2009 |  |                            | (1,694 | ) |                                        |   | (1,401 | )                       |  |   | (1,332     | ) |  |       | (3,783 | ) |  |   | (8,210 | )
|Remaining costs at July 4, 2009                     |  | $                          | 5,243  |   |                                        | $ | 1,773  |                         |  | $ | 3,124      |   |  | $     | 2,282  |   |  | $ | 12,422 |  

The following table summarizes the accrual balances and utilization by cost type associated with these actions at
July 4, 2009:



|                             |  |                            |        |   |                                        |   |       |                         |  |   |            |   |  |       |        |   |  |   |        |  
|---------------------------- |  | -------------------------- | ------ | - | -------------------------------------- | - | ----- | ----------------------- |  | - | ---------- | - |  | ----- | ------ | - |  | - | ------ | -
|                             |  | SeveranceandRetentionCosts |        |   | Facility Exitand LeaseTerminationCosts |   |       | AcceleratedDepreciation |  |   | OtherCosts |   |  | Total |       
|Balance at December 31, 2008 |  | $                          | 4,672  |   |                                        | $ |      |                         |  | $ |           |   |  | $     |       |   |  | $ | 4,672  |  
|Expense                      |  |                            | 1,694  |   |                                        |   | 1,401 |                         |  |   | 1,332      |   |  |       | 3,783  |   |  |   | 8,210  |  
|Payments/utilization         |  |                            | (2,023 | ) |                                        |   | (135  | )                       |  |   | (1,332     | ) |  |       | (3,783 | ) |  |   | (7,273 | )
|Foreign currency translation |  |                            | 108    |   |                                        |   |      |                         |  |   |           |   |  |       |       |   |  |   | 108    |  
|Balance at July 4, 2009      |  | $                          | 4,451  |   |                                        | $ | 1,266 |                         |  | $ |           |   |  | $     |       |   |  | $ | 5,717  |  

During the three months ended July 4, 2009, we recorded costs associated with these exit activities in our statement of
operations of $4,357, $242, and $45 in cost of revenues, selling, general and administrative expenses and research and



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



development expenses, respectively. During the six months ended July 4, 2009, we recorded costs associated with these exit activities in our statement of
operations of $7,681, $435, and $94 in cost of revenues, selling, general and administrative expenses and research and development expenses, respectively.

16.  NONCONTROLLING INTEREST

We have an equity investment in an India joint venture (the India JV) which is the primary
distribution channel for our products into the Indian market. This investment was previously accounted for using the equity method. In 2006, we identified this entity as a variable interest entity under FASB Interpretation No. 46(R),
Consolidation of Variable Interest Entities. We concluded that we are the primary beneficiary of this variable interest entity, and must therefore consolidate the entity, because of the existence of an option that allows us to
purchase additional interests in the India JV and our assessment that substantially all of the activities of the India JV involve us or are conducted on our behalf.

We have not made contributions to fund the entitys operations since our initial capital contribution in 1986. Cash generated through operations and an operating bank facility are the primary sources of financing for the entity.
Creditors of the India JV have no recourse against us in the event of non-payment by the India JV.

The India JV contributed less than 2 percent of our consolidated
revenues in the three and six months ended July 4, 2009. Assets and liabilities of the India JV appearing in our condensed consolidated balance sheet as of July 4, 2009 consisted of the following:



|                        |  |   |       
|----------------------- |  | - | ------
|Current assets          |  | $ | 10,596
|Non-current assets      |  |   | 3,092 
|Total assets            |  | $ | 13,688
|                        | 
|Current liabilities     |  | $ | 3,159 
|Non-current liabilities |  |   | 56    
|Total liabilities       |  | $ | 3,215 

17.  CONTINGENCIES

We currently are not a party to any material legal proceedings and have no knowledge of any material legal proceeding contemplated by any governmental authority or third party. We are subject to a number of claims and legal proceedings
which, in the opinion of our management, are incidental to our normal business operations. In our opinion, although final settlement of these suits and claims may impact our financial statements in a particular period, they are not expected to, in
the aggregate, have a material adverse effect on our financial position, cash flows or results of operations.

18.  RECENT ACCOUNTING
PRONOUNCEMENTS

In December 2008, the FASB issued FSP No. FAS 132(R)-1, Employers Disclosures about Postretirement Benefit Plan Assets.This
FSP amends SFAS No. 132(R), Employers Disclosures about Pensions and Other Postretirement Benefits, and requires additional disclosures about postretirement benefit plan assets including: description of how investment
allocation decisions are made; the major categories of plan assets; the inputs and valuation techniques used to measure the fair value of plan assets; the effect of fair value measurements using significant unobservable inputs on changes in plan
assets for the period; and significant concentrations of risk within plan assets. This FSP is effective for financial statements issued for fiscal years ending after December 15, 2009. We are currently evaluating the disclosure implications of
this FSP.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(In thousands, except per share data) (Unaudited)



In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assetsan amendment of FASB Statement No. 140 (SFAS
No. 166). This standard eliminates the concept of qualifying special purpose entities for accounting purposes. This standard limits the circumstances in which a financial asset, or a component of a financial asset, should be derecognized
when the entire asset is not transferred, and establishes specific conditions for reporting the transfer of a portion of a financial asset as a sale. SFAS No. 166 also requires enhanced disclosures about the transfer of financial assets and the
transferors continuing involvement with transferred financial assets. SFAS No. 166 is effective for financial statements issued for fiscal years beginning after November 15, 2009 and interim periods within those years. We are
currently evaluating the effects that SFAS No. 166 may have on our consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167,
Amendments to FASB Interpretation No. 46(R) (SFAS No. 167), which amends the guidance regarding the identification of variable interest entities (VIE) and the evaluation of when consolidation of a
VIE is required. This standard amends the guidance for determining whether an entity is a VIE and establishes an additional reconsideration event for assessing whether an entity is or continues to be a VIE. This standard also modifies the
requirements for determining whether an entity is the primary beneficiary of a VIE and requires ongoing reassessments of whether an entity is the primary beneficiary. SFAS No. 167 also enhances the disclosure requirements about an entitys
involvement with a VIE. SFAS No. 167 is effective for financial statements issued for fiscal years beginning after November 15, 2009 and interim periods within those years. We are currently evaluating the effects that SFAS No. 167 may
have on our consolidated financial statements.

19.  SUBSEQUENT EVENT

On August 7, 2009, we acquired BioAnaLab Limited, a European-based services provider that specializes in the analysis of biologic drugs and vaccines. The purchase price was $11,838, subject to closing adjustments, which
was paid for with available cash on hand. The acquisition enables us to expand our large molecule bioanalytical services business into Europe and further strengthens our position as a preferred outsource partner to biopharmaceutical companies.



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##### Table of Contents

PART I

ITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Basis of Presentation

The following Managements Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Condensed Consolidated Financial
Statements and related notes thereto and other financial information included elsewhere in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2008. Our interim fiscal quarters end on the thirteenth Saturday of
each quarter. Since our fiscal year-end is December 31, the first and fourth fiscal quarters may not consist of precisely thirteen weeks. The second fiscal quarters of 2009 and 2008 ended on July 4, 2009 and June 28, 2008,
respectively.

The year-over-year comparisons of our operating results for the six months ended July 4, 2009 reflected the favorable effect of having 94 days in
our first quarter ended April 4, 2009 versus 89 days in the first quarter ended March 29, 2008. The effect cannot be precisely quantified in either dollar or percentage terms and average daily revenues and related costs are not meaningful
measures of our operating results. The positive impact of these extra days will be offset in the fourth quarter when we will have six fewer days in the quarter this year compared to last year.

Effective January 1, 2009, we adopted Financial Accounting Standards Board (the FASB) Staff Position No. APB 14-1, Accounting for Convertible Debt
Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1) and Statement of Financial Accounting Standards (SFAS) No. 160, Noncontrolling Interests in
Consolidated Financial Statementsan amendment of ARB No. 51(SFAS No. 160). These changes in accounting rules required retrospective adjustments to prior period financial statements to conform with current
accounting treatment.

General Overview

We are a global leader in
life science. We provide innovative products, services and solutions that help our academic, biotechnology and pharmaceutical customers advance their research, development and production. They use our products and services to increase their speed
and to improve their consistency, while reducing costs in laboratory applications and in biopharmaceutical manufacturing. Our extensive technical expertise and applications knowledge give us the unique ability to engage in peer-to-peer discussions
with scientists to confront challenging human health issues.

We have two operating divisions. Our Bioscience Division provides innovative products and technologies
that improve laboratory productivity and work flows for life science research. Our Bioprocess Division helps pharmaceutical and biotechnology companies develop their manufacturing processes, optimize their manufacturing productivity and ensure the
quality of their drugs.

We provide a wide range of products and services to a variety of customers around the world. We do not rely on any single business, market or
economy, and the breadth of our products and services allows us to target growth on a number of dimensions.



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The following table sets forth revenues derived from the Bioprocess and Bioscience divisions as a percentage of our total revenues.



|           |  |                    |   |                  |               |  |              |   |  |              
|---------- |  | ------------------ | - | ---------------- | ------------- |  | ------------ | - |  | -------------
|           |  | Three Months Ended |   | Six Months Ended
|           |  | July 4, 2009       |   |                  | June 28, 2008 |  | July 4, 2009 |   |  | June 28, 2008
|Bioprocess |  | 56                 | % |                  | 55%           |  | 56           | % |  | 55%          
|Bioscience |  | 44                 | % |                  | 45%           |  | 44           | % |  | 45%          
|Total      |  | 100                | % |                  | 100%          |  | 100          | % |  | 100%         

The composition of our geographic revenues is as follows:



|             |  |                    |   |                  |               |  |              |   |  |              
|------------ |  | ------------------ | - | ---------------- | ------------- |  | ------------ | - |  | -------------
|             |  | Three Months Ended |   | Six Months Ended
|             |  | July 4, 2009       |   |                  | June 28, 2008 |  | July 4, 2009 |   |  | June 28, 2008
|Americas     |  | 41                 | % |                  | 37%           |  | 41           | % |  | 37%          
|Europe       |  | 40                 | % |                  | 46%           |  | 40           | % |  | 44%          
|Asia/Pacific |  | 19                 | % |                  | 17%           |  | 19           | % |  | 19%          
|Total        |  | 100                | % |                  | 100%          |  | 100          | % |  | 100%         

The following tables set forth reported and organic revenue growth rates by division compared with the prior year.



|                             |  |                    |    |  |                    |    |  |                    |    |  |               |   |  |              |    |  |               |   
|---------------------------- |  | ------------------ | -- |  | ------------------ | -- |  | ------------------ | -- |  | ------------- | - |  | ------------ | -- |  | ------------- | --
|                             |  | Bioprocess         |    |  | Bioscience         |    |  | Consolidated       |   
|                             |  | Three Months Ended |    |  | Three Months Ended |    |  | Three Months Ended |   
|                             |  | July 4, 2009       |    |  | June 28, 2008      |    |  | July 4, 2009       |    |  | June 28, 2008 |   |  | July 4, 2009 |    |  | June 28, 2008 |   
|Reported growth              |  |                   |    |  | 1                  | %  |  | (3                 | )% |  | 18            | % |  | (1           | )% |  | 8             | % 
|Deduct/(add):                |  |                    |    |  |                    |    |  |                    |    |  |               |   |  |              |    |  |               |   
|Foreign currency translation |  | (7                 | )% |  | 8                  | %  |  | (7                 | )% |  | 9             | % |  | (6           | )% |  | 8             | % 
|Acquisitions                 |  |                   |    |  |                   |    |  | 4                  | %  |  |              |   |  | 1            | %  |  |              |   
|Organic growth               |  | 7                  | %  |  | (7                 | )% |  |                   |    |  | 9             | % |  | 4            | %  |  |              |   
|                             |  |                    |   
|                             |  | Bioprocess         |    |  | Bioscience         |    |  | Consolidated       |   
|                             |  | Six Months Ended   |    |  | Six Months Ended   |    |  | Six Months Ended   |   
|                             |  | July 4, 2009       |    |  | June 28, 2008      |    |  | July 4, 2009       |    |  | June 28, 2008 |   |  | July 4, 2009 |    |  | June 28, 2008 |   
|Reported growth              |  | 3                  | %  |  | 1                  | %  |  | (2                 | )% |  | 16            | % |  | 1            | %  |  | 7             | % 
|Deduct/(add):                |  |                    |    |  |                    |    |  |                    |    |  |               |   |  |              |    |  |               |   
|Foreign currency translation |  | (7                 | )% |  | 8                  | %  |  | (7                 | )% |  | 9             | % |  | (7           | )% |  | 8             | % 
|Acquisitions                 |  |                   |    |  |                   |    |  | 2                  | %  |  |              |   |  | 1            | %  |  |              |   
|Organic growth               |  | 10                 | %  |  | (7                 | )% |  | 3                  | %  |  | 7             | % |  | 7            | %  |  | (1            | )%

Consolidated revenues of $408.6 million for the three months ended July 4, 2009 decreased $5.6 million, or 1 percent,
versus the prior year comparable period. The revenue decrease included an unfavorable foreign currency translation effect of 6 percent. Adjusting for this item and the effect of our acquisition of Guava Technologies, Inc. (Guava), our
consolidated revenues for the three months ended July 4, 2009 grew 4 percent versus the prior year comparable period. Changes in product pricing had a slightly positive effect on the year-over-year comparison. This revenue growth was primarily
attributable to higher spending levels by our Bioprocess Divisions large biotechnology customers in North America.



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Bioprocess revenues were also higher in Asia reflecting biotechnology infrastructure investments in the region. Bioscience revenues were essentially the same as the
prior year comparable period. This reflected increased demand for consumable products and services used in academic and biotechnology research, which was offset by lower demand for laboratory instruments.

Our year-over-year revenue growth during the current economic environment reflects the resiliency of our business model, the relative health of our customers, and our ability to
deliver innovative solutions. Approximately ninety percent of our revenues are derived from consumable products and services, which are less affected by the contraction of our customers capital spending. Our business is well diversified across
end-markets, product lines, and geographies. This diversity provides us important balance and flexibility in managing our business, especially during these challenging times.

Operating profit for the three months ended July 4, 2009 of $69.0 million, representing 17 percent of revenues, was essentially the same as the prior year comparable period.

Diluted earnings per share (EPS) of $0.72 in the three months ended July 4, 2009 increased $0.03 from the prior year comparable period because of lower interest expense as we continued to repay our debt.

We generated $156.8 million of operating cash flows for the six months ended July 4, 2009, which was an increase of $54.3 million, or 53 percent, versus the
prior year comparable period. Operating cash flow generation was driven by the improved operating leverage and improved working capital management. This level of operating cash flow generation enables us to invest more in marketing programs and
research and development activities, invest in new businesses, and continue to pay down our debt.

Results of Operations

REVENUES

The following table sets forth revenues and percent of revenue growth
by division compared with the prior year.



|                 |  |                    |       |              |                  |        |  |    |             |  |              |       |        |   |       |  |    |   
|---------------- |  | ------------------ | ----- | ------------ | ---------------- | ------ |  | -- | ----------- |  | ------------ | ----- | ------ | - | ----- |  | -- | --
|                 |  | Three Months Ended |       |              | Six Months Ended |       
|($ in millions): |  | July 4,2009        |       | June 28,2008 |                  | Growth |  |    | July 4,2009 |  | June 28,2008 |       | Growth |  
|Bioprocess       |  | $                  | 229.9 |              | $                | 229.8  |  |   |             |  | $            | 459.9 |        | $ | 446.4 |  | 3  | % 
|Bioscience       |  |                    | 178.7 |              |                  | 184.4  |  | (3 | )%          |  |              | 356.6 |        |   | 364.0 |  | (2 | )%
|Total            |  | $                  | 408.6 |              | $                | 414.2  |  | (1 | )%          |  | $            | 816.5 |        | $ | 810.4 |  | 1  | % 

Bioprocess Division

Bioprocess revenues of $229.9 million for the three months ended July 4, 2009 were the same as the prior year comparable period. Foreign currency translation had a 7 percent adverse effect on the year-over-year growth. Adjusting for
this item, Bioprocess revenues increased 7 percent in the three months ended July 4, 2009.

The revenue growth was primarily attributable to higher sales of our
downstream bioprocessing products used in biopharmaceutical manufacturing, such as chromatography media, clarification, sterilizing, tangential flow filtration and virus filtration products. This was the result of higher spending levels by our large
biotechnology customers in North America. Our large biotechnology customers spending levels in the prior year comparable period were adversely affected by a reduction in their rate of monoclonal antibody production as a result of their
evaluation of market demand for their products, and their efforts to lower their costs and to improve their working capital positions.



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Bioprocess revenues were also higher in Asia reflecting biotechnology infrastructure investments in the region. Additionally, Bioprocess revenues increased from sales of products
used in vaccine production, partly resulting from expanded vaccine production in response to the H1N1 virus. We expect this trend to continue through the remainder of 2009. Also contributing to the Bioprocess revenue increase was the continued
growth in process monitoring tools, primarily as a result of our differentiated NovaSeptum sampling products.

Bioprocess revenues of $459.9 million for the six
months ended July 4, 2009 increased $13.5 million, or 3 percent, versus the prior year comparable period. The increase included an unfavorable foreign currency translation effect of 7 percent. Adjusting for this item, Bioprocess revenues
increased 10 percent in the six months ended July 4, 2009. Similar market dynamics affecting our revenue growth in the three months ended July 4, 2009 also affected the six-month period.

Bioscience Division

Bioscience revenues of $178.7 million for the three months
ended July 4, 2009 decreased $5.7 million, or 3 percent, versus the prior year comparable period. The decrease included an unfavorable foreign currency translation effect of 7 percent and a favorable effect of 4 percent from the Guava
acquisition. Adjusting for these items, Bioscience revenues were essentially the same as the prior year comparable period. The effects of the pharmaceutical industry consolidation and the global economic recession have lowered demand for our
Bioscience products and services. Laboratory water consumables and services revenue increases were offset by declines in laboratory water instrument revenues. We expect this trend to continue until economic conditions improve, at least through the
remainder of the year. Demand for our research products serving academic and biotechnology customers was steady in the three months ended July 4, 2009.

Bioscience revenues of $356.6 million for the six months ended July 4, 2009 decreased $7.4 million, or 2 percent, versus the prior year comparable period. The decrease included an unfavorable foreign currency translation effect of 7
percent. Adjusting for this item and the effect of our Guava acquisition, Bioscience revenues for the six months ended July 4, 2009 grew 3 percent versus the prior year comparable period. Similar market dynamics affecting our revenue growth in
the three months ended July 4, 2009 also affected the six-month period.

REVENUES BY GEOGRAPHY

The following table sets forth revenues and the percent of revenue growth by geography compared with the prior year.



|                 |  |                    |       |              |   |        |                  |     |             |  |              |       |        |   |       |  |    |   
|---------------- |  | ------------------ | ----- | ------------ | - | ------ | ---------------- | --- | ----------- |  | ------------ | ----- | ------ | - | ----- |  | -- | --
|                 |  | Three Months Ended |       |              |   |        | Six Months Ended |     |             | 
|($ in millions): |  | July 4,2009        |       | June 28,2008 |   | Growth |                  |     | July 4,2009 |  | June 28,2008 |       | Growth |  
|Americas         |  | $                  | 168.7 |              | $ | 153.3  |                  | 10  | %           |  | $            | 333.9 |        | $ | 299.6 |  | 11 | % 
|Europe           |  |                    | 163.4 |              |   | 189.3  |                  | (14 | )%          |  |              | 326.3 |        |   | 360.6 |  | (9 | )%
|Asia/Pacific     |  |                    | 76.5  |              |   | 71.6   |                  | 7   | %           |  |              | 156.3 |        |   | 150.2 |  | 4  | % 
|Total            |  | $                  | 408.6 |              | $ | 414.2  |                  | (1  | )%          |  | $            | 816.5 |        | $ | 810.4 |  | 1  | % 



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The following tables set forth reported and organic revenue growth rates by geography compared with the prior year.



|                             |  |                    |    |  |                    |    |  |                    |    |  |              |   |  |             |    |  |              |  
|---------------------------- |  | ------------------ | -- |  | ------------------ | -- |  | ------------------ | -- |  | ------------ | - |  | ----------- | -- |  | ------------ | -
|                             |  | Americas           |    |  | Europe             |    |  | Asia/Pacific       |   
|                             |  | Three Months Ended |    |  | Three Months Ended |    |  | Three Months Ended |   
|                             |  | July 4,2009        |    |  | June 28,2008       |    |  | July 4,2009        |    |  | June 28,2008 |   |  | July 4,2009 |    |  | June 28,2008 |  
|Reported growth              |  | 10                 | %  |  | (10                | )% |  | (14                | )% |  | 27           | % |  | 7           | %  |  | 13           | %
|Deduct/(add):                |  |                    |    |  |                    |    |  |                    |    |  |              |   |  |             |    |  |              |  
|Foreign currency translation |  | (1                 | )% |  | 1                  | %  |  | (14                | )% |  | 16           | % |  | (1          | )% |  | 11           | %
|Acquisition                  |  | 2                  | %  |  |                   |    |  | 1                  | %  |  |             |   |  | 1           | %  |  |             |  
|Organic growth               |  | 9                  | %  |  | (11                | )% |  | (1                 | )% |  | 11           | % |  | 7           | %  |  | 2            | %
|                             |  |                    |   
|                             |  | Americas           |    |  | Europe             |    |  | Asia/Pacific       |   
|                             |  | Six Months Ended   |    |  | Six Months Ended   |    |  | Six Months Ended   |   
|                             |  | July 4,2009        |    |  | June 28,2008       |    |  | July 4,2009        |    |  | June 28,2008 |   |  | July 4,2009 |    |  | June 28,2008 |  
|Reported growth              |  | 11                 | %  |  | (10                | )% |  | (9                 | )% |  | 22           | % |  | 4           | %  |  | 19           | %
|Deduct/(add):                |  |                    |    |  |                    |    |  |                    |    |  |              |   |  |             |    |  |              |  
|Foreign currency translation |  | (1                 | )% |  | 1                  | %  |  | (14                | )% |  | 15           | % |  |            |    |  | 12           | %
|Acquisition                  |  | 1                  | %  |  |                   |    |  | 1                  | %  |  |             |   |  | 1           | %  |  |             |  
|Organic growth               |  | 11                 | %  |  | (11                | )% |  | 4                  | %  |  | 7            | % |  | 3           | %  |  | 7            | %

From a geographic perspective, revenues increased $15.4 million in the Americas, decreased $25.9 million in Europe, and
increased $4.9 million in Asia/Pacific during the three months ended July 4, 2009 versus the prior year comparable period. Excluding the effects of foreign currency translation and the Guava acquisition, revenues increased 9 percent in the
Americas, decreased 1 percent in Europe, and increased 7 percent in Asia/Pacific. The increase in the Americas was primarily the result of higher spending by our large biotechnology customers in North America. The decrease in Europe was primarily
driven by a decrease in sales to some European biotechnology customers as a result of the global economic recession. The increase in Asia/Pacific was primarily driven by revenue growth in our downstream bioprocessing products in China and Singapore,
reflecting biotechnology investments in the region. The Asia/Pacific revenue growth was partially offset by continued weak economic conditions in Japan.

Revenues
increased $34.3 million in the Americas, decreased $34.3 million in Europe and increased $6.1 million in Asia/Pacific, during the six months ended July 4, 2009 versus the prior year comparable period. Excluding the effects of foreign currency
translation and the Guava acquisition, revenues increased 11 percent in the Americas, 4 percent in Europe, and 3 percent in Asia/Pacific. The increase in the Americas was primarily the result of higher spending this year by our large biotechnology
customers in North America. The increase in Europe was primarily driven by sales of our life science and upstream bioprocessing products. The increase in Asia/Pacific was primarily driven by sales of our life science, process monitoring tools, and
downstream bioprocessing products, offset by weak economic conditions in Japan and India and the timing of non-recurring capital investments by certain customers in the region last year. We continued to experience strong revenue growth in China and
Singapore.

GROSS PROFIT MARGIN



|                    |  |                    |       |   |                  |   |       |             |  |   |              |   |  |   |       |  
|------------------- |  | ------------------ | ----- | - | ---------------- | - | ----- | ----------- |  | - | ------------ | - |  | - | ----- | -
|                    |  | Three Months Ended |       |   | Six Months Ended |  
|($ in millions):    |  | July 4,2009        |       |   | June 28,2008     |   |       | July 4,2009 |  |   | June 28,2008 |  
|Gross profit        |  | $                  | 228.9 |   |                  | $ | 230.2 |             |  | $ | 452.2        |   |  | $ | 438.3 |  
|Gross profit margin |  |                    | 56    | % |                  |   | 56    | %           |  |   | 55           | % |  |   | 54    | %



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Gross profit decreased $1.3 million, or 1 percent, and increased $13.9 million, or 3 percent, in the three and six months ended July 4, 2009, respectively, versus the prior
year comparable periods. The primary drivers of the decrease in the three months ended July 4, 2009 were unfavorable foreign currency translation, a business mix favoring lower margin Bioprocess products, and a $3.0 million increase in charges
associated with our global supply chain initiatives. These factors were partially offset by the favorable effects of increased sales volume and productivity improvements. Amortization of acquired intangible assets was $2.0 million and $2.4 million
in the three months ended July 4, 2009 and June 28, 2008, respectively.

The primary drivers of the increase in gross profit in the six months ended
July 4, 2009 versus the prior year comparable period were higher sales volume, productivity improvements, and improved product mix from higher margin downstream bioprocessing and life science products. These factors were partially offset
by unfavorable effects of foreign currency translation and higher charges in connection with our global supply chain initiatives. Amortization of acquired intangible assets was $4.0 million and $4.7 million in the six months ended July 4, 2009
and June 28, 2008, respectively.

In September 2008, we announced the second phase of our global supply chain initiative, which is part of our long term strategy
to further improve the efficiency of our global supply chain. Including charges associated with this second phase, we expect to incur approximately $12 million of additional costs related to our global supply chain initiatives in 2009. We incurred
charges associated with our global supply chain initiatives of $4.7 million and $8.3 million for the three and six months ended July 4, 2009, respectively. We incurred charges associated with our global supply chain initiatives of
$1.7 million, and $3.9 million, for the three and six months ended June 28, 2008, respectively.

SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES



|                                             |  |                    |       |   |                  |   |       |             |  |   |              |   |  |   |       |  
|-------------------------------------------- |  | ------------------ | ----- | - | ---------------- | - | ----- | ----------- |  | - | ------------ | - |  | - | ----- | -
|                                             |  | Three Months Ended |       |   | Six Months Ended |  
|($ in millions):                             |  | July 4,2009        |       |   | June 28,2008     |   |       | July 4,2009 |  |   | June 28,2008 |  
|Selling, general and administrative expenses |  | $                  | 130.7 |   |                  | $ | 134.5 |             |  | $ | 257.5        |   |  | $ | 260.0 |  
|Percentage of revenues                       |  |                    | 32    | % |                  |   | 32    | %           |  |   | 32           | % |  |   | 32    | %

Selling, general and administrative (SG&A) expenses decreased $3.8 million, or 3 percent, and $2.5 million,
or 1 percent, in the three and six months ended July 4, 2009, respectively, versus the prior year comparable periods. Excluding the effect of foreign currency translation, SG&A expenses increased $3.5 million, or 3 percent, and $12.1
million, or 5 percent, in the three and six months ended July 4, 2009, respectively, versus the prior year comparable periods. For both periods, the primary drivers of the higher SG&A expenses were increased incentive compensation costs
largely attributable to higher achievement of performance targets and the inclusion this year of Guava expenses and related acquisition costs. These increases were partially offset by lower amortization expense. Amortization expense related to
acquired intangible assets was $12.2 million and $24.3 million, respectively, in the three and six months ended July 4, 2009 versus $13.5 million and $26.9 million, respectively, in the prior year comparable periods. We expect 2009 full year
amortization of intangible assets affecting SG&A to be approximately $49 million compared with $53.7 million in 2008.

RESEARCH AND DEVELOPMENT
EXPENSES



|                                  |  |                    |      |   |                  |   |      |             |  |   |              |   |  |   |      |  
|--------------------------------- |  | ------------------ | ---- | - | ---------------- | - | ---- | ----------- |  | - | ------------ | - |  | - | ---- | -
|                                  |  | Three Months Ended |      |   | Six Months Ended |  
|($ in millions):                  |  | July 4,2009        |      |   | June 28,2008     |   |      | July 4,2009 |  |   | June 28,2008 |  
|Research and development expenses |  | $                  | 29.1 |   |                  | $ | 26.2 |             |  | $ | 54.3         |   |  | $ | 51.2 |  
|Percentage of revenues            |  |                    | 7    | % |                  |   | 6    | %           |  |   | 7            | % |  |   | 6    | %



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Research and development (R&D) expenses increased $2.9 million, or 11 percent, and $3.1 million, or 6 percent, for the three and six months ended July 4, 2009,
respectively, versus the prior year comparable periods. Foreign currency translation had an insignificant effect on the year-over-year comparison. For both periods, the increases were primarily the result of higher labor expenses, the inclusion this
year of Guava R&D expenses, the timing of project spending, and strategic investments to support innovation. Our strategy is to enhance our internal R&D capabilities through investments in technology collaborations and license arrangements
that will help us to develop innovative new products and capture greater value for our customers. We expect R&D expenses to be approximately 7 percent of revenues for the remainder of 2009.

INTEREST INCOME/EXPENSE



|                                        |  |                    |      |   |                            |   |      |             |  |   |                            |   |  |   |      |  
|--------------------------------------- |  | ------------------ | ---- | - | -------------------------- | - | ---- | ----------- |  | - | -------------------------- | - |  | - | ---- | -
|                                        |  | Three Months Ended |      |   | Six Months Ended           |  
|($ in millions):                        |  | July 4,2009        |      |   | June 28,2008 (As adjusted) |   |      | July 4,2009 |  |   | June 28,2008 (As adjusted) |  
|Interest income                         |  | $                  | 0.2  |   |                            | $ | 0.3  |             |  | $ | 0.4                        |   |  | $ | 0.4  |  
|Interest expense                        |  | $                  | 14.5 |   |                            | $ | 18.3 |             |  | $ | 29.1                       |   |  | $ | 36.5 |  
|Average interest rate during the period |  |                    | 5.5  | % |                            |   | 6.0  | %           |  |   | 5.5                        | % |  |   | 5.9  | %

Interest expense decreased $3.8 million, or 21 percent, and $7.4 million, or 20 percent, for the three and six months ended
July 4, 2009, respectively, versus the prior year comparable periods. The decreases were primarily the result of lower overall debt balances as we continued to repay our debt and, to a lesser extent, lower base rates under our revolver
borrowings. Our adoption of FSP APB 14-1 added non-cash interest expense of $3.6 million and $7.2 million for the three and six months ended July 4, 2009, respectively. For the three and six months ended June 28, 2008, non cash interest on
our convertible debt was $3.4 million and $6.7 million, respectively. Our revolving credit facilities are comprised of floating rate borrowings.

PROVISION FOR INCOME TAXES



|                          |  |                    |   |  |                            |   |  |             |   |  |                            |  
|------------------------- |  | ------------------ | - |  | -------------------------- | - |  | ----------- | - |  | -------------------------- | -
|                          |  | Three Months Ended |   |  | Six Months Ended           |  
|                          |  | July 4,2009        |   |  | June 28,2008 (As adjusted) |   |  | July 4,2009 |   |  | June 28,2008 (As adjusted) |  
|Effective income tax rate |  | 24.0               | % |  | 23.1                       | % |  | 20.9        | % |  | 22.2                       | %

Our effective income tax rate for the three months ended July 4, 2009 was 24.0% compared with 23.1% for the prior year
comparable period. The higher current period effective income tax rate is attributable to a shift in the jurisdictional mix of our profits to higher tax rate jurisdictions. Our effective income tax rate for the six months ended July 4, 2009 was
20.9% compared with 22.2% for the prior year comparable period. During the six months ended July 4, 2009, we recognized $1.1 million tax benefit associated with our R&D credits as a result of a change in U.S. tax laws and a $8.5 million
non-taxable gain on the Guava acquisition. These factors caused our effective income tax rate for the six months ended July 4, 2009 to be lower than that for the prior year comparable period. On a full year basis, we expect our effective income
tax rate to be approximately 23 percent for 2009.

Over the next 12 months, we may need to record approximately $3.0 million of previously unrecognized tax benefits
in the event of statute of limitations closures and settlements of tax audits.



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PART I



OPERATING PROFIT, NET INCOME ATTRIBUTABLE TO MILLIPORE AND DILUTED EARNINGS PER SHARE



|                                        |  |                       |      |   |                            |   |      |                       |  |   |                            |   |  |   |       |  
|--------------------------------------- |  | --------------------- | ---- | - | -------------------------- | - | ---- | --------------------- |  | - | -------------------------- | - |  | - | ----- | -
|                                        |  | Three Months Ended    |      |   | Six Months Ended           |  
|($ in millions, except per share data): |  | July 4,          2009 |      |   | June 28,2008 (As adjusted) |   |      | July 4,          2009 |  |   | June 28,2008 (As adjusted) |  
|Operating profit                        |  | $                     | 69.0 |   |                            | $ | 69.5 |                       |  | $ | 140.4                      |   |  | $ | 127.1 |  
|Operating profit margin                 |  |                       | 16.9 | % |                            |   | 16.8 | %                     |  |   | 17.2                       | % |  |   | 15.7  | %
|Net income attributable to Millipore    |  | $                     | 40.4 |   |                            | $ | 38.2 |                       |  | $ | 93.4                       |   |  | $ | 68.7  |  
|Diluted earnings per share              |  | $                     | 0.72 |   |                            | $ | 0.69 |                       |  | $ | 1.67                       |   |  | $ | 1.24  |  

Operating profit decreased $0.5 million, or 1 percent, and increased $13.3 million, or 10 percent, for the three and six
months ended July 4, 2009, respectively, versus the prior year comparable periods. The increase for the six months ended July 4, 2009 was primarily the result of higher revenues.

Net income attributable to Millipore increased $2.2 million, or 6 percent, and $24.7 million, or 36 percent, for the three and six months ended July 4, 2009,
respectively, versus the prior year comparable period. The increase for the three months ended July 4, 2009 was primarily caused by lower interest expense. The increase for the six months ended July 4, 2009 was primarily the result of
higher operating profit, the gain on the Guava acquisition, lower interest expense, and a lower effective income tax rate.

Diluted earnings per share increased
$0.03, or 4 percent, and $0.43, or 35 percent, for the three and six months ended July 4, 2009, respectively, versus the prior year comparable period. The increase was due to the reasons discussed above.

Capital Resources and Liquidity

The following table shows information about
our capitalization as of the dates indicated:



|                                                                |  |              |         |   |                                |   |         |  
|--------------------------------------------------------------- |  | ------------ | ------- | - | ------------------------------ | - | ------- | -
|(In millions, except ratio amounts)                             |  | July 4, 2009 |         |   | December 31, 2008(As adjusted) |  
|Cash and cash equivalents                                       |  | $            | 146.6   |   |                                | $ | 115.5   |  
|Total debt                                                      |  | $            | 1,006.0 |   |                                | $ | 1,086.4 |  
|Total capitalization (debt plus Millipore shareholders equity) |  | $            | 2,442.4 |   |                                | $ | 2,392.4 |  
|Debt to total capitalization                                    |  |              | 41.2    | % |                                |   | 45.4    | %

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing, and financing activities.
Our primary ongoing cash requirements will be to fund operations, capital expenditures, investments in businesses, product development, and debt service. Our primary sources of liquidity are internally generated cash flows and borrowings under our
revolving credit facilities. Significant factors affecting the management of our ongoing cash requirements are the adequacy of available bank lines of credit and our ability to attract long term capital with satisfactory terms. The sources of our
liquidity are subject to all of the risks of our business and could be adversely affected by, among other factors, a decrease in demand for our products, our ability to integrate acquisitions, deterioration in certain financial ratios, and market
changes in general.



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Recent distress in the global economy has had an adverse impact on financial market activities including, among other things, volatility in security prices, diminished liquidity
and credit availability, and declining valuations of certain investments. Except for slower growth in revenues from certain products, there has not been any significant negative impact to our financial position, results of operations, or liquidity
to date. There can be no assurance, however, that changing circumstances will not affect our future financial position, results of operations, or liquidity.

Our
ability to obtain debt financing at comparable risk-based interest rates is partly a function of our existing debt to capitalization levels as well as our current credit standing. Our credit ratings are reviewed regularly by major debt rating
agencies such as Standard & Poors and Moodys Investors Service. Our 5.875 percent senior unsecured notes are rated BBB by Standard & Poors and Ba2 by Moodys Investors Service and our primary revolving credit
facility is rated BBB and Baa2 by Standard and Poors and Moodys Investors Service, respectively. Our 3.75 percent convertible senior notes are rated BB- by Standard & Poors and have not been rated by Moodys Investors
Service.

We believe our future operating cash flows will be sufficient to meet our future operating and investing cash needs. In response to the global economic
recession, we increased our cash balance to mitigate any unanticipated liquidity issues with our banking partners. We intend to maintain the balance at a similar level for the foreseeable future. The availability of additional borrowings under our
primary revolving credit facility and our ability to obtain equity financing provide additional potential sources of liquidity should they be required. We intend to utilize excess cash generated from our operations to repay debt and fund future
acquisitions while preserving an appropriate level of cash needed for our operations. We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or other securities, in open market
purchases, privately negotiated transactions, or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be
material.

CASH FLOWS

The following table summarizes our sources
and uses of cash over the periods indicated:



|                                                     |  |                  |       |   |               |   |       |  
|---------------------------------------------------- |  | ---------------- | ----- | - | ------------- | - | ----- | -
|                                                     |  | Six Months Ended |      
|($ in millions)                                      |  | July 4, 2009     |       |   | June 28, 2008 |  
|Net cash provided by operating activities            |  | $                | 156.8 |   |               | $ | 102.5 |  
|Net cash used for investing activities               |  | $                | (56.8 | ) |               | $ | (66.2 | )
|Net cash used for financing activities               |  | $                | (75.7 | ) |               | $ | (45.6 | )
|Net increase/(decrease) in cash and cash equivalents |  | $                | 31.1  |   |               | $ | (5.4  | )

OPERATING CASH FLOWS

Cash provided by operating activities was $156.8 million for the six months ended July 4, 2009 and was primarily attributable to our net income of $95.2 million, adjusted for non-cash items amounting to $98.6 million. These non-cash
adjustments included depreciation and amortization expenses of $61.9 million; stock-based compensation of $12.9 million; other non-cash expenses of $32.4 million; and a $8.5 million non-cash gain on our Guava acquisition. These factors were
partially offset by an increase in our working capital. The increase in our working capital from December 31, 2008 to July 4, 2009 was primarily attributable to an increase in accounts receivable of $18.9 million associated with higher
revenues; a decrease in accrued expenses of $15.1 million primarily attributable to payments of accrued incentive compensa-



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tion; a decrease in income taxes payable of $5.5 million; and a decrease in other liabilities of $3.1 million resulting from cash contributions to fund our pension
plans. Partially offsetting these working capital increases was a decrease in other assets of $9.4 million primarily attributable to tax refunds and gains from our foreign currency hedging programs. Our working capital positions have improved in the
six months ended July 4, 2009 compared to the same period in 2008, which were the result of various working capital initiatives we undertook.

The number of days
of inventory outstanding increased to 135 at July 4, 2009 compared with 129 days at December 31, 2008, which was the result of building inventory levels in connection with our manufacturing consolidation activities. Days of inventory
outstanding were 147 at June 28, 2008. The number of days of sales outstanding in ending accounts receivable were 66 at July 4, 2009 compared with 66 days at December 31, 2008 and 72 days at June 28, 2008. Collection of our
accounts receivable improved in the six months ended July 4, 2009 versus the prior year comparable period because of organizational process improvements implemented and our working capital reduction initiative. We have not experienced any
significant deterioration of our trade receivables.

INVESTING CASH FLOWS

Cash used for investing activities was $56.8 million during the six months ended July 4, 2009. We paid $35.4 million for capital expenditures and $18.8 million for the acquisition of Guava, net of cash acquired. We expect our full year
2009 capital expenditures to be approximately $80 million.

On August 7, 2009 (our third quarter), we acquired BioAnaLab Limited, a European-based services
provider that specializes in the analysis of biologic drugs and vaccines. The purchase price was $11.8 million, subject to closing adjustments, which was paid for with available cash on hand. The acquisition enables us to expand our large
molecule bioanalytical services business into Europe and further strengthens our position as a preferred outsource partner to biopharmaceutical companies.

FINANCING CASH FLOWS

Cash used for financing activities was $75.7 million during the six months ended July 4, 2009. Net repayments under our
primary revolving credit facility amounted to $137.2 million and net borrowings of short-term debt amounted to $55.9 million. Additionally, we received proceeds of $7.1 million from exercises of employee stock options and paid dividends of $1.5
million to our joint venture partner during the six months ended July 4, 2009.

FINANCING COMMITMENTS

Short-term debt

Short-term debt at July 4, 2009 consisted of borrowings
under our operating bank facilities and two short-term revolving credit facilities in Japan. The short-term revolving credit facilities provide for an aggregate maximum borrowings of ¥7.0 billion (U.S. dollar equivalent of $69.8 million)
and are renewable for additional six or twelve month periods unless terminated by either Millipore or the banks. In the six months ended July 4, 2009, we had net borrowings of $53.5 million under these facilities.

Primary revolving credit facility

At July 4, 2009, we had a commitment
under our primary revolving credit agreement amounting to 465.0 million, or $649.7 million. At July 4, 2009, we had 414.2 million, or $578.7 million, available for borrowing under the primary revolving credit agreement. This credit agreement expires in June 2011.



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We are required to maintain certain leverage and interest coverage ratios set forth in the primary revolving credit agreement. As of July 4, 2009, we were compliant with all
financial covenants specified in this credit agreement. The agreement also includes limitations on our ability to incur additional indebtedness; to merge, consolidate, or sell assets; to create liens; and to make payments in respect of capital stock
or subordinated debt, as well as other customary covenants and representations.

The following table summarizes the financial covenant requirements and our compliance
with these covenants as of July 4, 2009:



|                                |  |             |  |                      
|------------------------------- |  | ----------- |  | ---------------------
|Covenant                        |  | Requirement |  | Actual atJuly 4, 2009
|Maximum leverage ratio          |  | 3.50        |  | 2.45                 
|Minimum interest coverage ratio |  | 3.50        |  | 8.44                 

As of July 4, 2009, we had borrowings under our primary revolving credit facility of $71.0 million. The borrowings were
classified as long-term debt because our primary revolving credit facility expires in June 2011. For the six months ended July 4, 2009, the weighted average interest rate for our primary revolving credit facility was 1.2 percent.

3.75% convertible senior notes due 2026

In June 2006, we issued $565.0 million
in aggregate principal amount of 3.75 percent convertible senior notes (the Convertible Notes) in a private placement offering.

Our adoption of FSP APB
14-1 changed the accounting for our Convertible Notes and the related deferred financing costs. Prior to the issuance of this accounting standard, we carried the Convertible Notes at their principal amount of $565.0 million in long-term debt and
capitalized $13.4 million of deferred financing costs. Upon adoption of FSP APB 14-1, we adjusted the accounting for the Convertible Notes and the related deferred financing costs for all prior periods since initial issuance of the debt in
June 2006. We recorded a discount on the Convertible Notes in the amount of $81.3 million as of the date of issuance, which will be amortized over the period from June 2006 through December 2011. As a result of this change in accounting principle,
our Convertible Notes have a 6.94 percent effective interest rate.

As of July 4, 2009, the Convertible Notes had a carrying value of $525.5 million, net of
$39.5 million of unamortized discount, and a fair value of $560.8 million. The fair value was determined from available market prices using current interest rates, non-performance risk, and term to maturity.

5.875% senior notes due 2016

In June 2006, we issued 250.0 million, or $349.3 million, in aggregate principal amount of 5.875 percent senior notes (the Euro Notes).

As of July 4, 2009, the Euro Notes had a carrying value of $348.3 million, net of $1.0 million of unamortized original issue discount, and a fair value of $300.4 million. This
fair value was determined from available market prices using current interest rates, non-performance risk, and term to maturity.



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Legal Matters

We currently are not a party to any material legal proceeding.

Following our decision to consolidate the results of our 40 percent owned Indian Joint-Venture (the India JV) in January 2006, we learned as a result of
our internal control procedures that certain payment and commission practices at the India JV raise issues of compliance with the U.S. Foreign Corrupt Practices Act. Promptly upon learning of this, our Audit and Finance Committee engaged outside
counsel and commenced an investigation. We have implemented certain corrective actions. We notified the Securities and Exchange Commission and the Department of Justice of this matter. The SEC undertook an investigation into the matter. By its
letter on May 14, 2009, the Securities and Exchange Commission notified us that its investigation has been completed and it will not pursue any enforcement action on this matter. The operations and financial results of the India JV are not
currently, and have not to date been, material to us.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of America. Our most critical accounting policies have a significant impact on the preparation of these condensed consolidated financial statements. These policies include
estimates and significant judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continue to have the same critical accounting policies and estimates
as we described in Item 7, beginning on page 48, in our Annual Report on Form 10-K for the year ended December 31, 2008. Those policies and estimates were identified as those relating to revenue recognition, inventory valuation, valuation
of long-lived assets, stock-based compensation, income taxes, and employee retirement plans. We continue to evaluate our estimates and judgments on an on-going basis. By their nature, these estimates and judgments are subject to an inherent degree
of uncertainty. We base our estimates and judgments on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ materially from these estimates under different
assumptions or conditions.

New Accounting Pronouncements

In
December 2008, the FASB issued FSP No. FAS 132(R)-1, Employers Disclosures about Postretirement Benefit Plan Assets.This FSP amends SFAS No. 132(R), Employers Disclosures about Pensions and Other
Postretirement Benefits, and requires additional disclosures about postretirement benefit plan assets including: description of how investment allocation decisions are made; the major categories of plan assets; the inputs and valuation
techniques used to measure the fair value of plan assets; the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period; and significant concentrations of risk within plan assets. This FSP is
effective for financial statements issued for fiscal years ending after December 15, 2009. We are currently evaluating the disclosure implications of this FSP.

In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assetsan amendment of FASB Statement No. 140 (SFAS No. 166). This standard eliminates the concept of
qualifying special purpose entities for accounting purposes. This standard limits the circumstances in which a financial asset, or a component of a financial



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asset, should be derecognized when the entire asset is not transferred, and establishes specific conditions for reporting the transfer of a portion of a financial
asset as a sale. SFAS No. 166 also requires enhanced disclosures about the transfer of financial assets and the transferors continuing involvement with transferred financial assets. SFAS No. 166 is effective for financial statements
issued for fiscal years beginning after November 15, 2009 and interim periods within those years. We are currently evaluating the effects that SFAS No. 166 may have on our consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS No. 167), which amends the guidance
regarding the identification of variable interest entities (VIE) and the evaluation of when consolidation of a VIE is required. This standard amends the guidance for determining whether an entity is a VIE and establishes an additional
reconsideration event for assessing whether an entity is or continues to be a VIE. This standard also modifies the requirements for determining whether an entity is the primary beneficiary of a VIE and requires ongoing reassessments of whether an
entity is the primary beneficiary. SFAS No. 167 also enhances the disclosure requirements about an entitys involvement with a VIE. SFAS No. 167 is effective for financial statements issued for fiscal years beginning after
November 15, 2009 and interim periods within those years. We are currently evaluating the effects that SFAS No. 167 may have on our consolidated financial statements.

Forward-Looking Statements

The matters discussed in this Form 10-Q, as well as in future oral and written statements by our
management, that are forward-looking statements are based on our current management expectations. These expectations involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or
implied by, these forward-looking statements. These risks and uncertainties include, without limitation, the risk factors and uncertainties set forth in Item 1A (Risk Factors) and elsewhere in our Form 10-K for the year ended December 31,
2008.





ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There has been no significant change in our exposure to market risk since December 31, 2008. For discussion of our exposure to market risk, refer to Part II Item 7 of our
Annual Report on Form 10-K for the year ended December 31, 2008 under the heading Market Risk.





ITEM 4.CONTROLS AND PROCEDURES.

An evaluation was carried out under the supervision and with the
participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934 (the Exchange Act)) as of the end of the fiscal quarter covered by this report. Based upon that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures are effective.
There has been no change in our internal control over financial reporting during the quarter ended July 4, 2009 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.



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PART II



ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

The annual meeting of stockholders of Millipore Corporation was held on May 12, 2009. The following matters were
voted on:

1. The election of four Class I Directors for a three-year term (expiring in 2012). The following votes were tabulated with respect to the election:



|                |  |             |  |           
|--------------- |  | ----------- |  | ----------
|                |  | Votes For |  | Withhold
|Rolf A. Classon |  | 47,260,288  |  | 1,608,875 
|Mark Hoffman    |  | 47,992,874  |  | 876,289   
|John F. Reno    |  | 48,265,666  |  | 603,497   
|Karen E. Welke  |  | 48,527,200  |  | 341,962   

2. To ratify PricewaterhouseCoopers LLP as Millipores independent registered public accounting firm for 2009:



|            |  |           |  |          
|----------- |  | --------- |  | ---------
|Votes For |  | Against |  | Abstain
|48,183,416  |  | 640,192   |  | 45,553   



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ITEM 6.EXHIBITS

a. Exhibits Filed or Furnished Herewith.



|                            |  |                                                                                                                                                                                                      
|--------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits Filed Herewith    
|                            | 
|31.1                        |  | Certification of Chief Executive Officer Pursuant to Rule 13(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CRF 240.15d-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|                            | 
|31.2                        |  | Certification of Chief Financial Officer Pursuant to Rule 13(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CRF 240.15d-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|                           
|Exhibits Furnished Herewith
|                            | 
|32.1                        |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                        



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Signatures

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

MILLIPORE CORPORATION



|    |  |                                                        |  |                                                                                                                                     |  |                
|--- |  | ------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------- |  | ---------------
|    |  | Signature                                              |  | Title                                                                                                                               |  | Date           
|    |  |                                                        | 
|By: |  | /S/    CHARLES F. WAGNER,
JR. Charles F. Wagner, Jr.   |  | Vice President and Chief Financial Officer (on behalf of the registrant as its Principal Financial Officer)                         |  | August 12, 2009
|    |  |                                                        | 
|By: |  | /S/    ANTHONY L.
MATTACCHIONE Anthony L. Mattacchione |  | Vice President, Corporate Controller and Chief Accounting Officer (on behalf of the registrant as its Principal Accounting Officer) |  | August 12, 2009



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Exhibit Index



|               |  |                                                                                                                                                                                                          
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Exhibit Title                                                                                                                                                                                            
|               | 
|31.1           |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|               | 
|31.2           |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|               | 
|32.1           |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                            



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