##### 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 June 28, 2008

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 is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer 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 26, 2008, there were 55,188,131 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 June 28, 2008 and June 30, 2007                                                  |  | 3 
|           |  |                                                                                                                                                                    
|           |  | Condensed Consolidated Balance Sheets at June 28, 2008 and December 31, 2007                                                                                        |  | 4 
|           |  |                                                                                                                                                                    
|           |  | Condensed Consolidated Statements of Cash Flows for the six months ended June 28, 2008 and June 30, 2007                                                            |  | 5 
|           |  |                                                                                                                                                                    
|           |  | Notes to Condensed Consolidated Financial Statements                                                                                                                |  | 6 
|           |  |                                                                                                                                                                    
|Item 2     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                               |  | 15
|           |  |                                                                                                                                                                    
|Item 3     |  | Quantitative and Qualitative Disclosures about Market Risk                                                                                                          |  | 27
|           |  |                                                                                                                                                                    
|Item 4     |  | Controls and Procedures                                                                                                                                             |  | 27
|           |  |                                                                                                                                                                    
|PART II    |  | OTHER INFORMATION                                                                                                                                                   |  |   
|           |  |                                                                                                                                                                    
|Item 4     |  | Submission of Matters to a Vote of Security Holders                                                                                                                 |  | 28
|           |  |                                                                                                                                                                    
|Item 6     |  | Exhibits                                                                                                                                                            |  | 29
|           | 
|Signatures |  | 30                                                                                                                                                                 
|           | 
|Exhibits   |  | 31                                                                                                                                                                 
|           |  |                                                                                                                                                                    
|           |  | 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. |  |   



|  |  |                    
|- |  | -------------------
|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) |  | June 28, 2008      |         |   | June 30, 2007    |   |         | June 28, 2008 |  |   | June 30, 2007 |  
|Net sales                                         |  | $                  | 414,176 |   |                  | $ | 383,175 |               |  | $ | 810,380       |   |  | $ | 755,167 |  
|Cost of sales                                     |  |                    | 184,013 |   |                  |   | 182,782 |               |  |   | 372,080       |   |  |   | 364,911 |  
|Gross profit                                      |  |                    | 230,163 |   |                  |   | 200,393 |               |  |   | 438,300       |   |  |   | 390,256 |  
|Selling, general and administrative expenses      |  |                    | 134,484 |   |                  |   | 123,060 |               |  |   | 259,986       |   |  |   | 245,904 |  
|Research and development expenses                 |  |                    | 26,172  |   |                  |   | 25,993  |               |  |   | 51,181        |   |  |   | 53,457  |  
|Operating income                                  |  |                    | 69,507  |   |                  |   | 51,340  |               |  |   | 127,133       |   |  |   | 90,895  |  
|Interest income                                   |  |                    | 270     |   |                  |   | 299     |               |  |   | 381           |   |  |   | 770     |  
|Interest expense                                  |  |                    | (14,947 | ) |                  |   | (16,325 | )             |  |   | (29,743       | ) |  |   | (33,073 | )
|Income before income taxes and minority interest  |  |                    | 54,830  |   |                  |   | 35,314  |               |  |   | 97,771        |   |  |   | 58,592  |  
|Provision for income taxes                        |  |                    | 13,207  |   |                  |   | 5,869   |               |  |   | 22,784        |   |  |   | 1,519   |  
|Minority interest, net of tax                     |  |                    | 1,349   |   |                  |   | 1,032   |               |  |   | 2,130         |   |  |   | 2,001   |  
|Net income                                        |  | $                  | 40,274  |   |                  | $ | 28,413  |               |  | $ | 72,857        |   |  | $ | 55,072  |  
|Earnings per share:                               |  |                    |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Basic                                             |  | $                  | 0.73    |   |                  | $ | 0.52    |               |  | $ | 1.32          |   |  | $ | 1.02    |  
|Diluted                                           |  | $                  | 0.72    |   |                  | $ | 0.52    |               |  | $ | 1.31          |   |  | $ | 1.01    |  
|Weighted average shares outstanding:              |  |                    |         |   |                  |   |         |               |  |   |               |   |  |   |         |  
|Basic                                             |  |                    | 55,123  |   |                  |   | 54,147  |               |  |   | 55,017        |   |  |   | 53,950  |  
|Diluted                                           |  |                    | 55,693  |   |                  |   | 54,910  |               |  |   | 55,624        |   |  |   | 54,745  |  

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



|                    |  |  
|------------------- |  | -
|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)                                                                                                                                          |  | June 28, 2008 |           |   | December 31, 2007 |  
|Assets                                                                                                                                                                                     |  |               |           |   |                   |   |           |  
|Current assets:                                                                                                                                                                            |  |               |           |   |                   |   |           |  
|Cash and cash equivalents                                                                                                                                                                  |  | $             | 30,785    |   |                   | $ | 36,177    |  
|Accounts receivable (less allowance for doubtful accounts of $4,270 and $3,613 as of June 28, 2008 and December 31, 2007,
respectively)                                                    |  |               | 326,326   |   |                   |   | 292,143   |  
|Inventories                                                                                                                                                                                |  |               | 297,219   |   |                   |   | 277,355   |  
|Deferred income taxes                                                                                                                                                                      |  |               | 55,771    |   |                   |   | 66,451    |  
|Other current assets                                                                                                                                                                       |  |               | 19,951    |   |                   |   | 17,963    |  
|Total current assets                                                                                                                                                                       |  |               | 730,052   |   |                   |   | 690,089   |  
|Property, plant and equipment, net                                                                                                                                                         |  |               | 613,926   |   |                   |   | 589,161   |  
|Deferred income taxes                                                                                                                                                                      |  |               | 25,042    |   |                   |   | 21,973    |  
|Intangible assets, net                                                                                                                                                                     |  |               | 406,442   |   |                   |   | 432,108   |  
|Goodwill                                                                                                                                                                                   |  |               | 1,025,837 |   |                   |   | 1,019,581 |  
|Other assets                                                                                                                                                                               |  |               | 22,604    |   |                   |   | 24,345    |  
|Total assets                                                                                                                                                                               |  | $             | 2,823,903 |   |                   | $ | 2,777,257 |  
|Liabilities, Minority Interest and Shareholders Equity                                                                                                                                    |  |               |           |   |                   |   |           |  
|Current liabilities:                                                                                                                                                                       |  |               |           |   |                   |   |           |  
|Short-term debt                                                                                                                                                                            |  | $             | 2,403     |   |                   | $ | 5,240     |  
|Accounts payable                                                                                                                                                                           |  |               | 79,452    |   |                   |   | 96,915    |  
|Income taxes payable                                                                                                                                                                       |  |               | 11,502    |   |                   |   | 11,248    |  
|Accrued expenses and other current liabilities                                                                                                                                             |  |               | 164,983   |   |                   |   | 168,838   |  
|Total current liabilities                                                                                                                                                                  |  |               | 258,340   |   |                   |   | 282,241   |  
|Deferred income taxes                                                                                                                                                                      |  |               | 10,712    |   |                   |   | 9,384     |  
|Long-term debt                                                                                                                                                                             |  |               | 1,234,754 |   |                   |   | 1,260,043 |  
|Other liabilities                                                                                                                                                                          |  |               | 87,510    |   |                   |   | 82,778    |  
|Total liabilities                                                                                                                                                                          |  |               | 1,591,316 |   |                   |   | 1,634,446 |  
|Minority interest                                                                                                                                                                          |  |               | 6,907     |   |                   |   | 6,243     |  
|Commitments and contingencies (Note 14)                                                                                                                                                    |  |               |           |   |                   |   |           |  
|Shareholders equity:                                                                                                                                                                      |  |               |           |   |                   |   |           |  
|Common stock, par value $1.00 per share, 120,000 shares authorized; 55,175 shares issued and outstanding as of June 28, 2008; 54,772 shares issued
and outstanding as of December 31, 2007 |  |               | 55,175    |   |                   |   | 54,772    |  
|Additional paid-in capital                                                                                                                                                                 |  |               | 282,765   |   |                   |   | 260,334   |  
|Retained earnings                                                                                                                                                                          |  |               | 915,291   |   |                   |   | 842,558   |  
|Accumulated other comprehensive loss                                                                                                                                                       |  |               | (27,551   | ) |                   |   | (21,096   | )
|Total shareholders equity                                                                                                                                                                 |  |               | 1,225,680 |   |                   |   | 1,136,568 |  
|Total liabilities, minority interest and shareholders equity                                                                                                                              |  | $             | 2,823,903 |   |                   | $ | 2,777,257 |  

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)                                                        |  | June 28, 2008    |         |   | June 30, 2007 |  
|Cash flows from operating activities:                                             |  |                  |         |   |               |   |          |  
|Net income                                                                        |  | $                | 72,857  |   |               | $ | 55,072   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                  |         |   |               |   |          |  
|Depreciation and amortization                                                     |  |                  | 65,476  |   |               |   | 60,820   |  
|Business acquisition inventory fair value adjustments                             |  |                  |        |   |               |   | 11,121   |  
|Stock-based compensation                                                          |  |                  | 10,939  |   |               |   | 7,223    |  
|Deferred income tax provision (benefit)                                           |  |                  | 6,888   |   |               |   | (7,717   | )
|Minority interest                                                                 |  |                  | 2,130   |   |               |   | 2,001    |  
|Other                                                                             |  |                  | 3,521   |   |               |   | (5,096   | )
|Changes in operating assets and liabilities:                                      |  |                  |         |   |               |   |          |  
|Increase in accounts receivable                                                   |  |                  | (20,137 | ) |               |   | (20,604  | )
|Increase in inventories                                                           |  |                  | (6,153  | ) |               |   | (13,764  | )
|Decrease in other assets                                                          |  |                  | 565     |   |               |   | 4,929    |  
|Decrease in accounts payable                                                      |  |                  | (20,971 | ) |               |   | (6,207   | )
|Decrease in accrued expenses and other current liabilities                        |  |                  | (13,139 | ) |               |   | (35,493  | )
|Decrease in income taxes payable                                                  |  |                  | (151    | ) |               |   | (4,239   | )
|Increase in other liabilities                                                     |  |                  | 646     |   |               |   | 877      |  
|Net cash provided by operating activities                                         |  |                  | 102,471 |   |               |   | 48,923   |  
|Cash flows from investing activities:                                             |  |                  |         |   |               |   |          |  
|Additions to property, plant and equipment                                        |  |                  | (30,783 | ) |               |   | (53,580  | )
|Settlement of derivative transactions                                             |  |                  | (32,332 | ) |               |   |         |  
|Other                                                                             |  |                  | (3,041  | ) |               |   | 632      |  
|Net cash used for investing activities                                            |  |                  | (66,156 | ) |               |   | (52,948  | )
|Cash flows from financing activities:                                             |  |                  |         |   |               |   |          |  
|Proceeds from issuance of common stock under stock plans                          |  |                  | 14,060  |   |               |   | 29,580   |  
|(Repayments) borrowings under the revolving credit facility, net                  |  |                  | (56,103 | ) |               |   | 50,459   |  
|Repayment of 7.5% ten-year unsecured notes                                        |  |                  |        |   |               |   | (100,000 | )
|Repayments of short-term debt, net                                                |  |                  | (2,619  | ) |               |   |         |  
|Dividends paid to minority shareholders                                           |  |                  | (895    | ) |               |   | (1,874   | )
|Net cash used for financing activities                                            |  |                  | (45,557 | ) |               |   | (21,835  | )
|Effect of foreign exchange rates on cash and cash equivalents                     |  |                  | 3,850   |   |               |   | 2,264    |  
|Net decrease in cash and cash equivalents                                         |  |                  | (5,392  | ) |               |   | (23,596  | )
|Cash and cash equivalents at beginning of year                                    |  |                  | 36,177  |   |               |   | 77,481   |  
|Cash and cash equivalents at end of period                                        |  | $                | 30,785  |   |               | $ | 53,885   |  

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



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|MILLIPORE FORM 10-Q |  | 5



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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, 2007 was derived from audited financial statements, 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, 2007.

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 2008 and 2007 ended on June 28, 2008
and June 30, 2007, respectively.

Certain reclassifications have been made to the 2007 financial statements to conform to the 2008 presentation.

2.  STOCK-BASED COMPENSATION

We grant stock options, restricted stock
awards 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 awards and restricted stock units based on the quoted market price of our common stock at the date of grant.

The following table presents stock
option and restricted stock unit grants:



|                               |  |                    |  |                  |  |               |  |              
|------------------------------ |  | ------------------ |  | ---------------- |  | ------------- |  | -------------
|                               |  | Three Months Ended |  | Six Months Ended
|                               |  | June 28, 2008      |  | June 30, 2007    |  | June 28, 2008 |  | June 30, 2007
|Stock options granted          |  | 37                 |  | 38               |  | 458           |  | 293          
|Restricted stock units granted |  | 12                 |  | 14               |  | 389           |  | 331          



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|6 |  | MILLIPORE FORM 10-Q



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



Stock-based compensation expense and related income tax benefits recognized in our condensed consolidated statement of operations were as follows:



|                                             |  |                    |        |   |                  |   |        |               |  |   |               |   |  |   |        |  
|-------------------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | ------------- |  | - | ------------- | - |  | - | ------ | -
|                                             |  | Three Months Ended |        |   | Six Months Ended |  
|                                             |  | June 28, 2008      |        |   | June 30, 2007    |   |        | June 28, 2008 |  |   | June 30, 2007 |  
|Stock-based compensation expense in:         |  |                    |        |   |                  |   |        |               |  |   |               |   |  |   |        |  
|Cost of sales                                |  | $                  | 931    |   |                  | $ | 703    |               |  | $ | 1,460         |   |  | $ | 1,169  |  
|Selling, general and administrative expenses |  |                    | 4,532  |   |                  |   | 3,056  |               |  |   | 8,215         |   |  |   | 5,341  |  
|Research and development expenses            |  |                    | 685    |   |                  |   | 548    |               |  |   | 1,264         |   |  |   | 713    |  
|Total stock-based compensation expense       |  |                    | 6,148  |   |                  |   | 4,307  |               |  |   | 10,939        |   |  |   | 7,223  |  
|Less: income tax benefits                    |  |                    | (1,895 | ) |                  |   | (1,343 | )             |  |   | (3,433        | ) |  |   | (2,361 | )
|Stock-based compensation expense, net of tax |  | $                  | 4,253  |   |                  | $ | 2,964  |               |  | $ | 7,506         |   |  | $ | 4,862  |  

3.  BUSINESS ACQUISITIONS

When we acquired Serologicals Corporation (Serologicals) on July 14, 2006, we committed to a plan of integration of certain Serologicals activities, which included closure of facilities, the abandonment or
redeployment of equipment, and employee terminations. 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. The following table is a summary of activities in connection with these
liabilities since December 31, 2007:



|                                 |  |                                |       |   |                           |   |       |       |  |   |       |  
|-------------------------------- |  | ------------------------------ | ----- | - | ------------------------- | - | ----- | ----- |  | - | ----- | -
|                                 |  | Severance and Relocation Costs |       |   | Other Facility Exit Costs |   |       | Total | 
|Balance at December 31, 2007     |  | $                              | 1,757 |   |                           | $ | 3,636 |       |  | $ | 5,393 |  
|Payments                         |  |                                | (464  | ) |                           |   | (361  | )     |  |   | (825  | )
|Adjustment to previous estimates |  |                                | (968  | ) |                           |   |      |       |  |   | (968  | )
|Other                            |  |                                | (54   | ) |                           |   |      |       |  |   | (54   | )
|Balance at June 28, 2008         |  | $                              | 271   |   |                           | $ | 3,275 |       |  | $ | 3,546 |  

4.  GOODWILL

The following table presents changes in goodwill:



|                                                     |  |   |           |  
|---------------------------------------------------- |  | - | --------- | -
|Balance at December 31, 2007                         |  | $ | 1,019,581 |  
|Adjustments for prior year acquisitions (See Note 3) |  |   | (968      | )
|Effect of foreign exchange rate changes              |  |   | 7,224     |  
|Balance at June 28, 2008                             |  | $ | 1,025,837 |  



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|MILLIPORE FORM 10-Q |  | 7



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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:



|                                   |  |                         |         |                          |   |          |                       |  |                       |         |  |              
|---------------------------------- |  | ----------------------- | ------- | ------------------------ | - | -------- | --------------------- |  | --------------------- | ------- |  | -------------
|June 28, 2008                      |  | Gross Intangible Assets |         | Accumulated Amortization |   |          | Net Intangible Assets |  | Estimated Useful Life
|Patented and unpatented technology |  | $                       | 82,131  |                          | $ | (35,524  | )                     |  | $                     | 46,607  |  | 5  20 years 
|Trademarks and trade names         |  |                         | 42,922  |                          |   | (17,578  | )                     |  |                       | 25,344  |  | 5  20 years 
|Customer relationships             |  |                         | 406,680 |                          |   | (78,572  | )                     |  |                       | 328,108 |  | 15  18 years
|Licenses and other                 |  |                         | 12,910  |                          |   | (6,527   | )                     |  |                       | 6,383   |  | 5  10 years 
|Total                              |  | $                       | 544,643 |                          | $ | (138,201 | )                     |  | $                     | 406,442 |  |              
|                                   |  |                         |         |                         
|December 31, 2007                  |  |                         |         |                          |   |          |                       |  |                      
|Patented and unpatented technology |  | $                       | 81,134  |                          | $ | (30,407  | )                     |  | $                     | 50,727  |  | 5  20 years 
|Trademarks and trade names         |  |                         | 42,534  |                          |   | (15,810  | )                     |  |                       | 26,724  |  | 5  20 years 
|Customer relationships             |  |                         | 405,235 |                          |   | (52,886  | )                     |  |                       | 352,349 |  | 15  18 years
|Licenses and other                 |  |                         | 8,159   |                          |   | (5,851   | )                     |  |                       | 2,308   |  | 5  10 years 
|Total                              |  | $                       | 537,062 |                          | $ | (104,954 | )                     |  | $                     | 432,108 |  |              

Amortization expense for the six months ended June 28, 2008 and June 30, 2007 was $32,296 and $29,640,
respectively.

The estimated aggregate future amortization expense for intangible assets owned as of June 28, 2008 is as follows:



|                  |  |   |        
|----------------- |  | - | -------
|Remainder of 2008 |  | $ | 32,282 
|2009              |  |   | 57,374 
|2010              |  |   | 51,222 
|2011              |  |   | 46,071 
|2012              |  |   | 40,463 
|2013              |  |   | 34,673 
|Thereafter        |  |   | 144,357
|                  |  | $ | 406,442

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
|                                                           |  | June 28, 2008      |        | June 30, 2007    |   | June 28, 2008 |  | June 30, 2007
|Numerator:                                                 |  |                    |        |                  |   |               |  |               |        |  |   |       
|Net income                                                 |  | $                  | 40,274 |                  | $ | 28,413        |  | $             | 72,857 |  | $ | 55,072
|Denominator:                                               |  |                    |        |                  |   |               |  |               |        |  |   |       
|Weighted average common shares outstanding for basic EPS   |  |                    | 55,123 |                  |   | 54,147        |  |               | 55,017 |  |   | 53,950
|Dilutive effect of stock-based compensation awards         |  |                    | 570    |                  |   | 763           |  |               | 607    |  |   | 795   
|Weighted average common shares outstanding for diluted EPS |  |                    | 55,693 |                  |   | 54,910        |  |               | 55,624 |  |   | 54,745
|Earnings per share:                                        |  |                    |        |                  |   |               |  |               |        |  |   |       
|Basic                                                      |  | $                  | 0.73   |                  | $ | 0.52          |  | $             | 1.32   |  | $ | 1.02  
|Diluted                                                    |  | $                  | 0.72   |                  | $ | 0.52          |  | $             | 1.31   |  | $ | 1.01  



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##### Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



For the three months ended June 28, 2008 and June 30, 2007, outstanding stock options and restricted stock units amounting to 793 and 549, respectively, were excluded
from the calculation of diluted earnings per share because of their antidilutive effect. For the six months ended June 28, 2008 and June 30, 2007, outstanding stock options and restricted stock units amounting to 850 and 487, 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. 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 June 28, 2008 and June 30, 2007 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:



|                  |  |               |         |                   |   |        
|----------------- |  | ------------- | ------- | ----------------- | - | -------
|                  |  | June 28, 2008 |         | December 31, 2007
|Raw materials     |  | $             | 54,561  |                   | $ | 52,011 
|Work in process   |  |               | 87,624  |                   |   | 77,642 
|Finished goods    |  |               | 155,034 |                   |   | 147,702
|Total inventories |  | $             | 297,219 |                   | $ | 277,355

8.  PROPERTY, PLANT AND EQUIPMENT

Accumulated depreciation on property, plant and equipment was $355,153 at June 28, 2008 and $318,763 at December 31, 2007.

9.  DEBT

Short-term debt

Short-term
debt at June 28, 2008 and December 31, 2007 consisted of borrowings under our operating bank facilities.

Long-term debt

Our long-term debt consisted of the following:



|                                              |  |               |           |                   |   |          
|--------------------------------------------- |  | ------------- | --------- | ----------------- | - | ---------
|                                              |  | June 28, 2008 |           | December 31, 2007
|Revolving credit facility                     |  | $             | 276,287   |                   | $ | 331,552  
|3.75% convertible senior notes due 2026       |  |               | 565,000   |                   |   | 565,000  
|5.875% senior notes due 2016, net of discount |  |               | 393,467   |                   |   | 363,491  
|Total long-term debt                          |  | $             | 1,234,754 |                   | $ | 1,260,043

At June 28, 2008, we had a credit commitment under our revolving credit agreement amounting to 465,000, or $734,133. At June 28, 2008, we had 290,000, or $457,846, available
for borrowing under the revolving credit agreement. This revolving credit agreement expires June 6, 2011. At June 28, 2008, we were in compliance with all financial covenants under the revolving credit agreement.



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##### Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



10.  INCOME TAXES

During the six months ended June 30, 2007, we
recorded $9,100 of previously unrecognized tax benefits as a result of the completion of tax examinations and a statute of limitations closure. No such unrecognized tax benefits were recorded in the three and six months ended June 28, 2008
or the three months ended June 30, 2007.

11.  EMPLOYEE BENEFIT PLANS

Effective December 31, 2006, we adopted the recognition and disclosure provisions of Statement of Financial Accounting Standards (SFAS) No. 158, Employers Accounting for Defined Benefit
Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and 132(R) (SFAS No. 158). We adopted the measurement date provisions of SFAS No. 158 in 2008. Adoption of these
provisions did not have a material impact on our financial position or results of operations.

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



|                                      |  |                       |        |   |                             |   |      |                         |  |   |              |   |  |              |     |   |              |   |       |   |  |   |       |  
|------------------------------------- |  | --------------------- | ------ | - | --------------------------- | - | ---- | ----------------------- |  | - | ------------ | - |  | ------------ | --- | - | ------------ | - | ----- | - |  | - | ----- | -
|                                      |  | U.S. Pension Benefits |        |   | U.S. PostretirementBenefits |   |      | Foreign PensionBenefits | 
|                                      |  | Three Months Ended    |        |   | Three Months Ended          |   |      | Three Months Ended      | 
|                                      |  | June 28,2008          |        |   | June 30,2007                |   |      | June 28,2008            |  |   | June 30,2007 |   |  | June 28,2008 |     |   | June 30,2007 |  
|Service cost                          |  | $                     | 13     |   |                             | $ | 13   |                         |  | $ | 164          |   |  | $            | 108 |   |              | $ | 670   |   |  | $ | 690   |  
|Interest cost                         |  |                       | 1,082  |   |                             |   | 526  |                         |  |   | 128          |   |  |              | 147 |   |              |   | 487   |   |  |   | 419   |  
|Expected return on plan assets        |  |                       | (998   | ) |                             |   | (388 | )                       |  |   |             |   |  |              |    |   |              |   | (447  | ) |  |   | (354  | )
|Amortization of prior service benefit |  |                       |       |   |                             |   |     |                         |  |   | (49          | ) |  |              |    |   |              |   |      |   |  |   |      |  
|Amortization of net loss/(gain)       |  |                       | 265    |   |                             |   | 216  |                         |  |   | (24          | ) |  |              | (30 | ) |              |   | (40   | ) |  |   | 37    |  
|Net periodic benefit cost             |  | $                     | 362    |   |                             | $ | 367  |                         |  | $ | 219          |   |  | $            | 225 |   |              | $ | 670   |   |  | $ | 792   |  
|                                      |  |                       |       
|                                      |  | U.S. Pension Benefits |        |   | U.S. PostretirementBenefits |   |      | Foreign PensionBenefits | 
|                                      |  | Six Months Ended      |        |   | Six Months Ended            |   |      | Six Months Ended        | 
|                                      |  | June 28,2008          |        |   | June 30,2007                |   |      | June 28,2008            |  |   | June 30,2007 |   |  | June 28,2008 |     |   | June 30,2007 |  
|Service cost                          |  | $                     | 26     |   |                             | $ | 20   |                         |  | $ | 328          |   |  | $            | 216 |   |              | $ | 1,413 |   |  | $ | 1,366 |  
|Interest cost                         |  |                       | 2,164  |   |                             |   | 813  |                         |  |   | 256          |   |  |              | 294 |   |              |   | 985   |   |  |   | 829   |  
|Expected return on plan assets        |  |                       | (1,996 | ) |                             |   | (600 | )                       |  |   |             |   |  |              |    |   |              |   | (888  | ) |  |   | (701  | )
|Amortization of prior service benefit |  |                       |       |   |                             |   |     |                         |  |   | (98          | ) |  |              |    |   |              |   |      |   |  |   |      |  
|Amortization of net loss/(gain)       |  |                       | 530    |   |                             |   | 334  |                         |  |   | (48          | ) |  |              | (60 | ) |              |   | (38   | ) |  |   | 73    |  
|Net periodic benefit cost             |  | $                     | 724    |   |                             | $ | 567  |                         |  | $ | 438          |   |  | $            | 450 |   |              | $ | 1,472 |   |  | $ | 1,567 |  

We expect to contribute $13,734 to the U.S. pension plan, $525 to the U.S. postretirement benefit plan and $1,454 to the
foreign retirement plans in 2008. As of June 28, 2008, we made contributions of $1,100, $254, and $760 to the U.S. pension plan, the U.S. postretirement benefit plan and the foreign retirement plans, respectively.



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##### Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



12.  COMPREHENSIVE INCOME

The following table presents the components
of comprehensive income, net of taxes:



|                                                                           |  |                    |        |   |                  |   |        |               |  |   |               |   |  |   |        |  
|-------------------------------------------------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | ------------- |  | - | ------------- | - |  | - | ------ | -
|                                                                           |  | Three Months Ended |        |   | Six Months Ended |  
|                                                                           |  | June 28, 2008      |        |   | June 30, 2007    |   |        | June 28, 2008 |  |   | June 30, 2007 |  
|Net income                                                                 |  | $                  | 40,274 |   |                  | $ | 28,413 |               |  | $ | 72,857        |   |  | $ | 55,072 |  
|Other comprehensive income (loss):                                         |  |                    |        |   |                  |   |        |               |  |   |               |   |  |   |        |  
|Change in additional pension liability adjustments, net of tax             |  |                    | 151    |   |                  |   | 77     |               |  |   | (1,201        | ) |  |   | 81     |  
|Change in net unrealized gain on cash flow hedges, net of tax              |  |                    | 1,354  |   |                  |   | 263    |               |  |   | 506           |   |  |   | 263    |  
|Change in net realized (loss) gain on cash flow hedges, net of tax         |  |                    | (268   | ) |                  |   | 7      |               |  |   | (1,000        | ) |  |   | 7      |  
|Net realized loss on cash flow hedges reclassified to earnings, net of tax |  |                    | 415    |   |                  |   |       |               |  |   | 972           |   |  |   |       |  
|Foreign currency translation adjustments, net of tax                       |  |                    | 277    |   |                  |   | (984   | )             |  |   | (5,732        | ) |  |   | (158   | )
|Other comprehensive income (loss)                                          |  |                    | 1,929  |   |                  |   | (637   | )             |  |   | (6,455        | ) |  |   | 193    |  
|Total comprehensive income                                                 |  | $                  | 42,203 |   |                  | $ | 27,776 |               |  | $ | 66,402        |   |  | $ | 55,265 |  

13.  FAIR VALUE MEASUREMENTS

Effective January 1, 2008, we adopted the provisions of SFAS No. 157, Fair Value Measurements (SFAS No. 157), for our financial assets and liabilities. We expect to adopt the
provisions of SFAS No. 157 for non-financial assets and liabilities that are measured or recognized at fair value on a non-recurring basis on January 1, 2009, in accordance with the partial deferral of this standard by the Financial
Accounting Standards Board (the FASB). We are currently evaluating the effects of the provisions of SFAS No. 157 on our non-financial assets and liabilities that are measured or recognized at fair value on a non-recurring basis.
SFAS No. 157 defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States of America, and enhances disclosures about fair value measurements. Fair value is defined
under SFAS No. 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market
participants on the measurement date. The adoption of SFAS No. 157 had no impact on previously reported results as all of the provisions were adopted prospectively. Subsequent changes in fair value of these financial assets and liabilities are
recognized in earnings when they occur, except for derivatives designated as cash flow hedges that are reported in other comprehensive income until the underlying transactions occur.

We also adopted the provisions of SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159), effective January 1, 2008. SFAS No. 159
allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. We have opted not to apply the fair value option to any of our
financial assets or liabilities in the three and six months ended June 28, 2008.

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 as of June 28, 2008 are summarized below:



|                       |  |         |       |         |   |         |  |         |   |  |   |      
|---------------------- |  | ------- | ----- | ------- | - | ------- |  | ------- | - |  | - | -----
|                       |  | Level 1 |       | Level 2 |   | Level 3 |  | Balance
|Assets                 |  |         |       |         |   |         |  |         |   |  |   |      
|Cash equivalents       |  | $       | 8,176 |         | $ |        |  | $       |  |  | $ | 8,176
|Derivatives            |  | $       |      |         | $ | 2,088   |  | $       |  |  | $ | 2,088
|Marketable securities1 |  | $       | 1,057 |         | $ |        |  | $       |  |  | $ | 1,057
|Liabilities            |  |         |       |         |   |         |  |         |   |  |   |      
|Derivatives            |  | $       |      |         | $ | 867     |  | $       |  |  | $ | 867  
|Deferred compensation2 |  | $       | 7,885 |         | $ |        |  | $       |  |  | $ | 7,885



|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, which are included in Other liabilities.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

14.  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 will not, in the aggregate, have a material adverse effect on our financial position,
cash flows or results of operations.

15.  RECENT ACCOUNTING PRONOUNCEMENTS

In June 2007, the EITF reached a consensus on EITF Issue No. 07-3, Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities (EITF
07-3). EITF 07-3 requires companies that are involved in research and development activities to defer nonrefundable advance payments for future research and development activities and to recognize those payments as goods and services are
delivered. We are required to assess on an ongoing basis whether or not the goods or services will be delivered and to expense the nonrefundable advance payments immediately if we determine that the delivery of such goods or services is unlikely.
EITF 07-3 is effective for new arrangements entered into subsequent to the beginning of our fiscal year 2008. Adoption of EITF 07-3 did not have a material impact on our financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations (SFAS No. 141(R)), which replaces SFAS No. 141,
Business Combinations. SFAS No. 141(R) retains the underlying concepts of SFAS



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



No. 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method. However, SFAS No. 141(R) changes
the method of applying the acquisition method in a number of significant aspects: acquisition costs will generally be expensed as incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and
development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in
deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the
acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS No. 141(R)
amends SFAS No. 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of SFAS No. 141(R) would also follow the
provisions of SFAS No. 141(R). Early adoption of the provisions of SFAS No. 141(R) is not permitted. We are currently evaluating the effects that SFAS No. 141(R) may have on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51
(SFAS No. 160). This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, with earlier adoption prohibited. This statement requires the recognition of
a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parents equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net
income on the face of the income statement. It also amends certain consolidation procedures for consistency with the requirements of SFAS No. 141(R). This statement also includes expanded disclosure requirements regarding the interests of the
parent and its noncontrolling interest. Although we are currently evaluating the effect that SFAS No. 160 may have on our consolidated financial statements, we do not anticipate that SFAS No. 160 will have a significant impact on our
financial position or results of operations.

In December 2007, the EITF reached a consensus on Issue No. 07-1, Accounting for Collaborative
Arrangements (EITF 07-1). EITF 07-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years, and shall be applied retrospectively to all
prior periods presented for all collaborative arrangements existing as of the effective date. EITF 07-1 requires that transactions with third parties (i.e., revenue generated and costs incurred by the partners) should be reported in the appropriate
line item in each companys financial statements pursuant to the guidance in EITF Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent. EITF 07-1 also includes enhanced disclosure requirements
regarding the nature and purpose of the arrangement, rights and obligations under the arrangement, accounting policy, amount and income statement classification of collaboration transactions between the parties, and amounts due from or owed to other
participants under the collaborative arrangements. We are currently evaluating the effects that EITF 07-1 may have on our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No. 133 (SFAS No. 161). SFAS No. 161 is
intended, through additional qualitative and quantitative disclosures on derivatives, to provide users of financial statements with enhanced understanding of how and why an entity uses derivative instruments; how derivative instruments and related
hedged items are accounted for under SFAS No. 133; and how derivative instruments and related hedged items affect an entitys financial position, results of operations, and cash flows. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged. We expect to adopt this standard effective January 1, 2009. We are currently evaluating the disclosure implications
of SFAS No. 161.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

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



In May 2008, the FASB issued FASB Staff Position (FSP) APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement) (FSP 14-1). FSP 14-1 clarifies that convertible debt instruments that may be settled in cash (including partial cash settlement upon conversion) are not addressed by Accounting Principles
Board (APB) Opinion No. 14, Accounting for Convertible Debt Issued with Stock Purchase Warrants. FSP 14-1 requires issuers of such convertible debt instruments to allocate the proceeds to a liability component,
issued at a discount, and an equity component. The portion allocated to the equity component would be recorded as a discount on the debt which would be amortized over the period the convertible debt is expected to be outstanding. FSP 14-1 changes
the accounting treatment for our $565,000 of 3.75% convertible senior notes that were issued in June 2006. This change in accounting principle will result in increased non-cash interest expense and will impact the presentation of our convertible
senior notes in the consolidated financial statements. FSP 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years, and shall be applied retrospectively
to all prior periods presented. We estimate that upon adoption of the provisions of FSP 14-1, $483,747 of the total proceeds from our debt will be allocated to the liability component, which represents the estimated fair value of similar debt
instruments without the conversion option as of the date of issuance. The remaining $81,253 will be allocated to the equity component. The debt discount of $81,253 will be amortized to interest expense over the five and one-half year period from
June 1, 2006 to December 1, 2011, the expected life of the instrument. Additionally, upon adoption, approximately $1,943 of deferred financing costs capitalized at the time of issuance will be reclassified to equity as equity issuance
costs and will not be amortized to interest expense.



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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, 2007. 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 2008 and 2007 ended on June 28, 2008 and June 30, 2007, respectively.

General Overview

We are a global leader in life science providing innovative
products, services, and solutions so our customers can advance their research, development, and production. Our academic, biotechnology, and pharmaceutical customers use our products and services to increase their speed and to improve their
consistency while saving costs in laboratory applications and in biopharmaceutical manufacturing. With our extensive technical expertise and applications knowledge, we have the unique ability to engage in peer-to-peer discussions with scientists to
help them confront challenging scientific and human health issues.

We are organized around two operating divisions. Our Bioscience Division improves laboratory
productivity and workflows by providing innovative products and technologies 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 drugs.

We provide a wide range of products and services to a range of customers across a range of geographies. The breadth of
our business portfolio allows us to target growth on a number of dimensions, rather than relying on any single business, market, or economy.

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 |  
|           |  | June 28, 2008      |   |  | June 30, 2007    |   |  | June 28, 2008 |   |  | June 30, 2007 |  
|Bioprocess |  | 55                 | % |  | 59               | % |  | 55            | % |  | 58            | %
|Bioscience |  | 45                 | % |  | 41               | % |  | 45            | % |  | 42            | %
|Total      |  | 100                | % |  | 100              | % |  | 100           | % |  | 100           | %

The composition of our geographic revenues is as follows:



|             |  |                    |   |  |                  |   |  |               |   |  |               |  
|------------ |  | ------------------ | - |  | ---------------- | - |  | ------------- | - |  | ------------- | -
|             |  | Three Months Ended |   |  | Six Months Ended |  
|             |  | June 28, 2008      |   |  | June 30, 2007    |   |  | June 28, 2008 |   |  | June 30, 2007 |  
|Americas     |  | 37                 | % |  | 45               | % |  | 37            | % |  | 44            | %
|Europe       |  | 46                 | % |  | 39               | % |  | 44            | % |  | 39            | %
|Asia/Pacific |  | 17                 | % |  | 16               | % |  | 19            | % |  | 17            | %
|Total        |  | 100                | % |  | 100              | % |  | 100           | % |  | 100           | %



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##### Table of Contents

PART I



The balance in our business portfolio between Bioprocess and Bioscience products and services and the strength of our global market reach into Europe and Asia/Pacific allowed us to
mitigate much of the weakness experienced by our Bioprocess Division in North America in the three and six months ended June 28, 2008.

Reported and organic
growth rates by division, as compared with the prior year, are summarized in the tables below.



|                                   |  |                    |    |  |                    |   |  |                    |   |  |               |   |  |               |    |  |               |  
|---------------------------------- |  | ------------------ | -- |  | ------------------ | - |  | ------------------ | - |  | ------------- | - |  | ------------- | -- |  | ------------- | -
|                                   |  | Bioprocess         |    |  | Bioscience         |   |  | Consolidated       |  
|                                   |  | Three Months Ended |    |  | Three Months Ended |   |  | Three Months Ended |  
|                                   |  | June 28, 2008      |    |  | June 30, 2007      |   |  | June 28, 2008      |   |  | June 30, 2007 |   |  | June 28, 2008 |    |  | June 30, 2007 |  
|Reported growth                    |  | 1                  | %  |  | 36                 | % |  | 18                 | % |  | 46            | % |  | 8             | %  |  | 40            | %
|Less: Foreign currency translation |  | 8                  | %  |  | 4                  | % |  | 9                  | % |  | 4             | % |  | 8             | %  |  | 4             | %
|Acquisitions                       |  |                   |    |  | 18                 | % |  |                   |   |  | 37            | % |  |              |    |  | 25            | %
|Organic growth                     |  | (7                 | )% |  | 14                 | % |  | 9                  | % |  | 5             | % |  | 0             | %  |  | 11            | %
|                                   |  |                    |   
|                                   |  | Bioprocess         |    |  | Bioscience         |   |  | Consolidated       |  
|                                   |  | Six Months Ended   |    |  | Six Months Ended   |   |  | Six Months Ended   |  
|                                   |  | June 28, 2008      |    |  | June 30, 2007      |   |  | June 28, 2008      |   |  | June 30, 2007 |   |  | June 28, 2008 |    |  | June 30, 2007 |  
|Reported growth                    |  | 1                  | %  |  | 33                 | % |  | 16                 | % |  | 48            | % |  | 7             | %  |  | 39            | %
|Less: Foreign currency translation |  | 8                  | %  |  | 4                  | % |  | 9                  | % |  | 4             | % |  | 8             | %  |  | 4             | %
|Acquisitions                       |  |                   |    |  | 17                 | % |  |                   |   |  | 39            | % |  |              |    |  | 26            | %
|Organic growth                     |  | (7                 | )% |  | 12                 | % |  | 7                  | % |  | 5             | % |  | (1            | )% |  | 9             | %

Consolidated revenue increased 8 percent in the three months ended June 28, 2008 as a result of the favorable effect of
changes in foreign currency translation rates. Excluding the effect of foreign currency translation, consolidated revenues were flat during the three months ended June 28, 2008, versus the prior year comparable period. Higher Bioscience revenue
attributable to the strong growth in our profitable laboratory water and drug discovery businesses was offset by continued Bioprocess softness in sales to a handful of our largest North American biotechnology customers. Changes in product pricing
had an insignificant effect on the year-over-year comparison.

Operating income for the three months ended June 28, 2008 of $69.5 million, or 17 percent of
revenue, increased $18.2 million, or 35 percent, versus the prior year comparable period. The increase was primarily attributable to an improved business mix resulting from increased sales of the Bioscience Divisions comparatively higher
margin laboratory water and drug discovery products and decreased sales of the Bioprocess Divisions comparatively lower margin chromatography media and insulin products. Continued discretionary spending control as well as the absence of
Serologicals related acquisition costs also contributed to the year-over-year operating income improvement.

Diluted earnings per share (EPS) of $0.72 in
the three months ended June 28, 2008 increased $0.20 from the prior year comparable period primarily as a result of our higher operating income.

We generated
$102.5 million of operating cash flows for the six months ended June 28, 2008 which was an increase of $53.5 million, or 109 percent, versus the prior year comparable period. Operating cash flow generation in the six months ended June 28,
2008 was driven by our higher operating results. During the six months ended June 28, 2008, we repaid $58.7 million of our debt. We will continue to focus on operating cash flow generation, which we expect to use to further reduce our debt
balance.



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##### Table of Contents

PART I



Results of Operations

REVENUES

Net sales and the percent of sales growth by division, as compared with the prior year, is summarized in the table below.



|                 |  |                    |       |              |                  |        |  |    |              |  |              |       |        |   |       |  |    |  
|---------------- |  | ------------------ | ----- | ------------ | ---------------- | ------ |  | -- | ------------ |  | ------------ | ----- | ------ | - | ----- |  | -- | -
|                 |  | Three Months Ended |       |              | Six Months Ended |       
|($ in millions): |  | June 28,2008       |       | June 30,2007 |                  | Growth |  |    | June 28,2008 |  | June 30,2007 |       | Growth |  
|Bioprocess       |  | $                  | 229.8 |              | $                | 226.8  |  | 1  | %            |  | $            | 446.4 |        | $ | 441.1 |  | 1  | %
|Bioscience       |  |                    | 184.4 |              |                  | 156.4  |  | 18 | %            |  |              | 364.0 |        |   | 314.1 |  | 16 | %
|Total            |  | $                  | 414.2 |              | $                | 383.2  |  | 8  | %            |  | $            | 810.4 |        | $ | 755.2 |  | 7  | %

Net sales and the percent of sales growth by geography, as compared with the prior year, is summarized in the table below.



|                 |  |                    |       |              |                  |        |  |     |              |  |              |       |        |   |       |  |     |   
|---------------- |  | ------------------ | ----- | ------------ | ---------------- | ------ |  | --- | ------------ |  | ------------ | ----- | ------ | - | ----- |  | --- | --
|                 |  | Three Months Ended |       |              | Six Months Ended |       
|($ in millions): |  | June 28,2008       |       | June 30,2007 |                  | Growth |  |     | June 28,2008 |  | June 30,2007 |       | Growth |  
|Americas         |  | $                  | 153.3 |              | $                | 170.6  |  | (10 | )%           |  | $            | 299.6 |        | $ | 333.4 |  | (10 | )%
|Europe           |  |                    | 189.3 |              |                  | 149.4  |  | 27  | %            |  |              | 360.6 |        |   | 295.8 |  | 22  | % 
|Asia/Pacific     |  |                    | 71.6  |              |                  | 63.2   |  | 13  | %            |  |              | 150.2 |        |   | 126.0 |  | 19  | % 
|Total            |  | $                  | 414.2 |              | $                | 383.2  |  | 8   | %            |  | $            | 810.4 |        | $ | 755.2 |  | 7   | % 

Bioprocess Division

Bioprocess revenues of $229.8 million for the three months ended June 28, 2008 increased $3.0 million, or 1 percent, versus the prior year comparable period. The increase included a favorable foreign currency translation effect of 8
percent. Adjusting for this item, Bioprocess revenues declined 7 percent in the three months ended June 28, 2008. The decrease was primarily attributable to lower sales of our products used in biopharmaceutical manufacturing, such as
chromatography media, sterilizing filters, and certain cell culture supplement products. These decreases were primarily the result of a continued decline in sales to a handful of our largest North American biotechnology customers that have
significantly reduced their rate of monoclonal antibody production since the third quarter of 2007. We believe that these customers have re-evaluated market demand for their products and continue to reduce their inventories to lower costs and
improve working capital. The Bioprocess revenue decrease was also partially the result of fewer approvals of new biologic drugs in recent quarters. New biologic drug approvals are a significant driver of our Bioprocess revenue growth. Despite the
lower demand, we believe the overall biotechnology industry remains healthy. This is evidenced by the growth in a number of biologic drugs and vaccines, investments in new biologic facilities, and continued private equity investments in the
biotechnology industry. We expect Bioprocess revenues to grow modestly in the second half of 2008 versus the prior year comparable period.

From a geographic
perspective, revenues for the three months ended June 28, 2008 in the Americas, Europe and Asia/Pacific were $83.6 million, $116.9 million, and $29.3 million, respectively, and revenues for the three months ended June 30, 2007 for the
Americas, Europe and Asia/Pacific were $104.8 million, $93.2 million, and $28.8 million, respectively. Excluding the favorable foreign currency translation effect, revenues in the Americas, Europe and Asia/Pacific decreased $21.5 million, increased
$9.2 million, and decreased $2.5 million, respectively, in the three months ended



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PART I



June 28, 2008 over the prior year comparable period. The decrease in Americas was primarily the result of continued lower sales to a handful of our largest
biotechnology customers. The increase in Europe was primarily driven by sales of our downstream processing products and process monitoring tools. The decrease in Asia/Pacific was primarily driven by lower sales in Japan and India.

Bioprocess revenues of $446.4 million for the six months ended June 28, 2008 increased $5.3 million, or 1 percent, from the prior year comparable period. The increase included
a favorable foreign currency translation effect of 8 percent. Adjusting for this item, Bioprocess revenues declined 7 percent in the six months ended June 28, 2008. The six month revenue decrease was primarily attributable to lower sales of our
products used in biopharmaceutical manufacturing, such as chromatography media, systems hardware, sterilization products, and cell culture supplements. These decreases were the result of a continued decline in sales to a handful of our largest North
American biotechnology customers.

From a geographic perspective, revenues for the six months ended June 28, 2008 in the Americas, Europe and Asia/Pacific were
$163.2 million, $221.4 million, and $61.8 million, respectively, and revenues for the six months ended June 30, 2007 in the Americas, Europe and Asia/Pacific were $204.3 million, $183.9 million, and $52.9 million, respectively. Excluding the
favorable foreign currency translation effect, revenues in the Americas, Europe and Asia/Pacific decreased $42.0 million, increased $10.8 million, and increased $2.4 million, respectively, in the six months ended June 28, 2008 over the prior
year comparable period. The decrease in Americas was primarily the result of continued lower sales to a handful of our largest biotechnology customers. The increase in Europe was primarily driven by sales of our downstream and upstream processing
products and process monitoring tools. The increase in Asia/Pacific was primarily driven by strong sales of downstream processing products in Japan earlier in the year.

Bioscience Division

Bioscience revenues of $184.4 million for the three months ended June 28, 2008 increased $28.0 million, or 18
percent, versus the prior year comparable period. The increase included a favorable foreign currency translation effect of 9 percent. Adjusting for this item, Bioscience revenues grew 9 percent. This growth was driven by strong sales of laboratory
water, life sciences and drug discovery products and services. Higher levels of academic and pharmaceutical research, successful new product introductions, execution of our sales and marketing initiatives, and continued expansion of our new
e-commerce business platform all contributed to the revenue growth. The successful launch of Milli-Q Integral by our laboratory water business drove strong performance in North America in the three months ended June 28, 2008. We expect this
product to continue to help drive growth through the remainder of the year. We are also expanding our laboratory water customer base with our entry into the clinical diagnostics market last year and we have significantly expanded our service
offering to help drive growth. Our life science business has improved its performance and we are seeing stronger demand for our new products. Our drug discovery business also contributed to the revenue growth, particularly from sales of our
biomarker and immunoassay products and services. We expect these trends to continue for the remainder of 2008.

From a geographic perspective, revenues for the three
months ended June 28, 2008 in the Americas, Europe, and Asia/Pacific were $69.7 million, $72.4 million, and $42.3 million, respectively, and revenues for the three months ended June 30, 2007 in the Americas, Europe, and Asia/Pacific were
$65.8 million, $56.2 million, and $34.4 million, respectively. Excluding the favorable foreign currency translation effect, revenues in the Americas, Europe, and Asia/Pacific increased $3.4 million, $7.2 million, and $3.6 million, respectively, in
the three months ended June 28, 2008 over the prior year comparable period. The increases in the Americas and Europe were primarily the result of the strength of our laboratory water and our drug discovery businesses. The growth in Asia/Pacific
was primarily from strong sales of laboratory water products in China.



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PART I



Bioscience revenues for the six months ended June 28, 2008 increased $49.9 million, or 16 percent. The revenue increase for the six months ended June 28, 2008 included a
9 percent favorable effect from changes in foreign currency rates, versus the prior year comparable period. Adjusting for this item, Bioscience revenues grew 7 percent for the six months ended June 28, 2008, which was primarily driven by
continued strong demand for our laboratory water products and drug discovery products. New product introductions and services also contributed to this growth.

From a
geographic perspective, revenues for the six months ended June 28, 2008 in the Americas, Europe, and Asia/Pacific were $136.4 million, $139.2 million, and $88.4 million, respectively, and revenues for the six months ended June 30, 2007 in
the Americas, Europe, and Asia/Pacific were $129.1 million, $111.9 million, and $73.1 million, respectively. Excluding the favorable foreign currency translation effect, revenues in the Americas, Europe, and Asia/Pacific increased $6.0 million,
$11.0 million, and $6.4 million, respectively, in the six months ended June 28, 2008 over the prior year comparable period. The increases in the Americas and Europe were primarily the result of the strength of our laboratory water and our drug
discovery businesses. The growth in Asia/Pacific was primarily from strong sales of laboratory water products in Japan and China.

GROSS PROFIT
MARGIN



|                    |  |                    |       |   |                  |   |       |              |  |   |              |   |  |   |       |  
|------------------- |  | ------------------ | ----- | - | ---------------- | - | ----- | ------------ |  | - | ------------ | - |  | - | ----- | -
|                    |  | Three Months Ended |       |   | Six Months Ended |  
|($ in millions):    |  | June 28,2008       |       |   | June 30,2007     |   |       | June 28,2008 |  |   | June 30,2007 |  
|Gross profit        |  | $                  | 230.2 |   |                  | $ | 200.4 |              |  | $ | 438.3        |   |  | $ | 390.3 |  
|Gross profit margin |  |                    | 56    | % |                  |   | 52    | %            |  |   | 54           | % |  |   | 52    | %

Gross profit increased $29.8 million, or 15 percent, and $48.0 million, or 12 percent, in the three and six months ended
June 28, 2008, respectively, versus the prior year comparable periods. The primary drivers of the increase in gross profit were: (i) the absence of Serologicals business acquisition inventory fair value adjustments, (ii) an improved
business mix as a result of higher Bioscience revenues with higher gross profit margins, (iii) lower sales of Bioprocess systems and chromatography media products with low gross profit margins, and (iv) lower spending as a result of our
supply chain initiatives. Although foreign currency translation also contributed to the gross profit increase, the strengthening of the Euro and its effect on our significant manufacturing costs in Ireland and France reduced our gross profit
margins.

Amortization of acquired intangible assets remained consistent at $2.4 million and $4.7 million, in the three and six months ended June 28, 2008,
respectively, versus the prior year comparable periods. We expect 2008 full year amortization affecting gross profit to be approximately $9.4 million. Costs associated with our manufacturing consolidation strategy (primarily employee separation
costs, facility closure costs and accelerated depreciation) also lowered our gross profit in the three and six months ended June 28, 2008 and June 30, 2007. These costs were $1.7 million and $3.9 million for the three and six months ended
June 28, 2008, respectively, and $3.5 million and $7.2 million, for the three and six months ended June 30, 2007, respectively. We exited the last manufacturing facility pursuant to our 2005 manufacturing consolidation strategy earlier
this year. We anticipate remaining costs of this initiative to be approximately $6 million in the second half of 2008. Additionally, we have begun to evaluate additional supply chain initiatives and other programs that will further expand our
profitability in 2009 and beyond. If implemented, we expect that costs associated with these initiatives could be in the range of $15 to $25 million over the next two years, resulting in future annual savings of $7 to $12 million.



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##### Table of Contents

PART I



SELLING, GENERAL AND ADMINISTRATIVE EXPENSES



|                                             |  |                    |       |   |                  |   |       |              |  |   |              |   |  |   |       |  
|-------------------------------------------- |  | ------------------ | ----- | - | ---------------- | - | ----- | ------------ |  | - | ------------ | - |  | - | ----- | -
|                                             |  | Three Months Ended |       |   | Six Months Ended |  
|($ in millions):                             |  | June 28,2008       |       |   | June 30,2007     |   |       | June 28,2008 |  |   | June 30,2007 |  
|Selling, general and administrative expenses |  | $                  | 134.5 |   |                  | $ | 123.1 |              |  | $ | 260.0        |   |  | $ | 245.9 |  
|Percentage of net sales                      |  |                    | 32    | % |                  |   | 32    | %            |  |   | 32           | % |  |   | 33    | %

Selling, general and administrative (SG&A) expenses increased $11.4 million, or 9 percent, and $14.1 million,
or 6 percent, in the three and six months ended June 28, 2008, respectively, versus the prior year comparable periods. Excluding the effect of foreign currency translation, SG&A expenses increased $4.3 million, or 3 percent, and $0.4
million or 0 percent, in the three and six months ended June 28, 2008, respectively, versus the prior year comparable periods. The primary drivers of the higher SG&A expenses were employee separation and employee compensation costs in the
three months ended June 28, 2008 and increased labor related costs in the six months ended June 28, 2008. Amortization expense related to acquired intangible assets was $13.5 million and $26.9 million in the three and six months ended
June 28, 2008, respectively, versus $12.2 million and $24.4 million in the prior year comparable periods. We expect 2008 full year amortization of intangible assets to be approximately $53.9 million as compared with $48.9 million in 2007.

RESEARCH AND DEVELOPMENT EXPENSES



|                                  |  |                    |      |   |                  |   |      |              |  |   |              |   |  |   |      |  
|--------------------------------- |  | ------------------ | ---- | - | ---------------- | - | ---- | ------------ |  | - | ------------ | - |  | - | ---- | -
|                                  |  | Three Months Ended |      |   | Six Months Ended |  
|($ in millions):                  |  | June 28,2008       |      |   | June 30,2007     |   |      | June 28,2008 |  |   | June 30,2007 |  
|Research and development expenses |  | $                  | 26.2 |   |                  | $ | 26.0 |              |  | $ | 51.2         |   |  | $ | 53.5 |  
|Percentage of net sales           |  |                    | 6    | % |                  |   | 7    | %            |  |   | 6            | % |  |   | 7    | %

Research and development (R&D) expenses increased $0.2 million, or 1 percent, and decreased $2.3 million, or
4 percent, in the three and six months ended June 28, 2008, respectively, versus the prior year comparable periods. Excluding the effect of foreign currency translation, R&D expenses decreased $0.6 million, or 2 percent, and $3.8 million,
or 7 percent, in the three and six months ended June 28, 2008, respectively, versus the prior year comparable periods. The decreases were primarily the result of the timing of project spending. We expect R&D expenses to remain approximately
6 to 7 percent of net sales for the remainder of 2008.

INTEREST INCOME/EXPENSE



|                                        |  |                    |      |   |                  |   |      |              |  |   |              |   |  |   |      |  
|--------------------------------------- |  | ------------------ | ---- | - | ---------------- | - | ---- | ------------ |  | - | ------------ | - |  | - | ---- | -
|                                        |  | Three Months Ended |      |   | Six Months Ended |  
|($ in millions):                        |  | June 28,2008       |      |   | June 30,2007     |   |      | June 28,2008 |  |   | June 30,2007 |  
|Interest income                         |  | $                  | 0.3  |   |                  | $ | 0.3  |              |  | $ | 0.4          |   |  | $ | 0.8  |  
|Interest expense                        |  | $                  | 14.9 |   |                  | $ | 16.3 |              |  | $ | 29.7         |   |  | $ | 33.1 |  
|Average interest rate during the period |  |                    | 4.61 | % |                  |   | 4.56 | %            |  |   | 4.58         | % |  |   | 4.58 | %

Interest expense decreased $1.4 million, or 9 percent, and $3.4 million, or 10 percent, for the three and six months ended
June 28, 2008, respectively, versus the prior year comparable periods. The decrease was primarily the result of lower overall debt balances as we continued to repay our debt. Our revolving credit facility is comprised of floating rate
borrowings based on U.S. and Euro LIBOR. Increases or decreases in these rates would cause increases or decreases to our interest expense, respectively.



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##### Table of Contents

PART I



PROVISION FOR INCOME TAXES



|                          |  |                    |   |  |                  |   |  |              |   |  |              |  
|------------------------- |  | ------------------ | - |  | ---------------- | - |  | ------------ | - |  | ------------ | -
|                          |  | Three Months Ended |   |  | Six Months Ended |  
|                          |  | June 28,2008       |   |  | June 30,2007     |   |  | June 28,2008 |   |  | June 30,2007 |  
|Effective income tax rate |  | 24.1               | % |  | 16.6             | % |  | 23.3         | % |  | 2.6          | %

During the three and six months ended June 28, 2008, we recorded tax provisions of $13.2 million and $22.8 million,
respectively, compared to tax provisions of $5.9 million and $1.5 million, respectively, for the prior year comparable periods. During the six months ended June 30, 2007, we recorded $9.1 million of previously unrecognized tax benefits as
a result of the completion of tax examinations and a statute of limitations closure. The higher current year rate was caused by a shift in the jurisdictional mix of our profits to higher tax rate jurisdictions. On a full year basis, we expect our
effective income tax rate to be approximately 23 percent.

NET INCOME AND DILUTED EARNINGS PER SHARE



|                                        |  |                    |      |                  |   |              |  |              |      |  |   |     
|--------------------------------------- |  | ------------------ | ---- | ---------------- | - | ------------ |  | ------------ | ---- |  | - | ----
|                                        |  | Three Months Ended |      | Six Months Ended
|($ in millions, except per share data): |  | June 28,2008       |      | June 30,2007     |   | June 28,2008 |  | June 30,2007
|Net income                              |  | $                  | 40.3 |                  | $ | 28.4         |  | $            | 72.9 |  | $ | 55.1
|Diluted earnings per share              |  | $                  | 0.72 |                  | $ | 0.52         |  | $            | 1.31 |  | $ | 1.01

Net income increased $11.9 million, or 42 percent, and $17.8 million, or 32 percent, for the three and six months ended
June 28, 2008, respectively, versus the prior year comparable periods. The increase was primarily the result of higher 2008 operating income which was partially offset by the higher effective tax rate.

Diluted earnings per share increased $0.20, or 40 percent, and $0.30, or 30 percent, for the three and six months ended June 28, 2008, respectively, versus the prior year
comparable periods. The increase was the result of 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)     |  | June 28, 2008 |         |   | December 31, 2007 |  
|Cash and cash equivalents               |  | $             | 30.8    |   |                   | $ | 36.2    |  
|Total debt                              |  |               | 1,237.2 |   |                   |   | 1,265.3 |  
|Total capitalization (debt plus equity) |  |               | 2,462.8 |   |                   |   | 2,401.9 |  
|Debt to total capitalization            |  |               | 50.2    | % |                   |   | 52.7    | %

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, employee benefit plans, and debt service. Our primary sources of liquidity are cash flows generated from our
operations and borrowings under our revolving credit facility. 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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PART I



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 senior unsecured notes are rated BBB by Standard & Poors and Ba2 by
Moodys Investors Service and our revolving credit facility is rated BBB and Baa2 by Standard and Poors and Moodys Investors Service, respectively. Our senior convertible 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. Furthermore, our ability to obtain equity financing, as well as availability of additional borrowings under our revolving credit facility, provide additional potential sources of liquidity should they be required.

In the six months ended June 28, 2008, we continued our focus on debt repayment. We will continue to maintain our cash balances at a level that better reflects the minimum
operating needs of our international subsidiaries in which we conduct our business. We have transferred, and will continue to transfer, cash between our subsidiaries to pay down our debt when it is cost effective to do so. These cash balances are
generally available without legal restrictions to fund ordinary business operations. However, the repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences.

CASH FLOWS

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



|                                          |  |                  |       |   |               |   |       |  
|----------------------------------------- |  | ---------------- | ----- | - | ------------- | - | ----- | -
|                                          |  | Six Months Ended |      
|($ in millions)                           |  | June 28, 2008    |       |   | June 30, 2007 |  
|Net cash provided by operating activities |  | $                | 102.5 |   |               | $ | 48.9  |  
|Net cash used for investing activities    |  | $                | (66.2 | ) |               | $ | (52.9 | )
|Net cash used for financing activities    |  | $                | (45.6 | ) |               | $ | (21.8 | )
|Net decrease in cash and cash equivalents |  | $                | (5.4  | ) |               | $ | (23.6 | )

OPERATING CASH FLOWS

Cash provided by operating activities was $102.5 million for the six months ended June 28, 2008 and was primarily attributable to our net income of $72.9 million, non-cash adjustments for depreciation and amortization expenses of $65.5
million, and other non-cash expenses of $21.3 million. These factors were partially offset by an increase in our working capital of $59.3 million. The increase in our working capital from December 31, 2007 to June 28, 2008 was primarily
attributable to increases in accounts receivable of $20.1 million because of higher sales. The working capital increase was also caused by a decrease in accrued expenses and other current liabilities of $13.1 million, primarily attributable to
payments of accrued incentive compensation as well as a decrease in accounts payable of $21.0 million primarily attributable to the timing of vendor payments.

Days
supply in inventory increased to 147 days at June 28, 2008 compared with 138 days at December 31, 2007. This increase was primarily the result of a continued decline in sales to a handful of our largest North American biotechnology
customers in our Bioprocess division. Days supply in inventory was 131 days at June 30, 2007. Days sales outstanding in ending accounts receivable was 72 days at June 28, 2008 compared to 67 days at December 31, 2007 and 72 days at
June 30, 2007. The increase in days sales outstanding was attributable to the geographic mix of our accounts receivable balance because our customers in Europe and Asia/Pacific regions generally have longer payment terms.



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PART I



INVESTING CASH FLOWS

Cash used for investing activities was $66.2 million during
the six months ended June 28, 2008. We paid $32.3 million for the settlement of derivative transactions, $30.8 million for capital expenditures and $3.1 million for the acquisition of various technology and distribution rights. We expect our
full year 2008 capital expenditures to be approximately $80.0 million.

FINANCING CASH FLOWS

Cash used for financing activities was $45.6 million during the six months ended June 28, 2008. Net repayments under our revolving credit facility amounted to $56.1 million
and net repayments of our short-term debt amounted to $2.6 million. Debt reduction is the primary use for the free cash flow (defined as net cash provided by operations less additions to property, plant and equipment) we generate. Additionally, we
received proceeds of $14.1 million from the issuance of common stock under our stock plans and paid dividends of $0.9 million to our joint venture partner during the six months ended June 28, 2008.

FINANCING COMMITMENTS

Short-term debt

Short-term debt at June 28, 2008 and December 31, 2007 consisted of borrowings under our operating bank facilities.

Revolving credit facility

At June 28, 2008, we had a commitment under our
revolving credit agreement amounting to 465.0 million, or $734.1 million. At June 28, 2008, we had 290.0 million or $457.8 million, available for borrowing under the credit agreement. This credit agreement expires on June 6, 2011.

We are required to maintain certain leverage and interest coverage ratios set forth in the revolving credit agreement. As of June 28, 2008, we were compliant with all
financial covenants specified in the revolving 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 as
of June 28, 2008 and thereafter and our compliance with these covenants as of June 28, 2008:



|                                |  |             |  |                        
|------------------------------- |  | ----------- |  | -----------------------
|Covenant                        |  | Requirement |  | Actual at June 28, 2008
|Maximum leverage ratio          |  | 3.50:1.0    |  | 3.04:1.0               
|Minimum interest coverage ratio |  | 3.50:1.0    |  | 6.45:1.0               

As of June 28, 2008, we had borrowings under our revolving credit facility of 175.0 million, or $276.3 million. The borrowings were classified as long-term debt because of our ability and intent to continuously refinance such borrowings. For the three and six
months ended June 28, 2008, the weighted average interest rate for the revolving credit facility was 4.60 percent and 4.49 percent, respectively.

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
in a private placement offering.



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5.875% senior notes due 2016

In June 2006, we issued 250.0 million, or $394.7 million, in aggregate principal amount of 5.875 percent senior notes.

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 have notified the Securities and Exchange Commission and the Department of Justice of 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, 2007. 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

We adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements (SFAS No. 157), effective January 1, 2008 for our financial assets and liabilities. We expect to adopt the provisions of
SFAS No. 157 for non-financial assets and liabilities that are measured or recognized at fair value on a non-recurring basis on January 1, 2009, in accordance with the partial deferral of this standard by the Financial Accounting Standards
Board (the FASB). We are currently evaluating the effects of the provisions of SFAS No. 157 on our non-financial assets and liabilities that are measured or recognized at fair value on a non-recurring basis. SFAS No. 157
defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States of America, and enhances disclosures about fair value measurements. Fair value is defined under SFAS
No. 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on
the measurement date. The adoption



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of SFAS No. 157 had no impact on previously reported results as all of the provisions were adopted prospectively. Subsequent changes in fair value of these
financial assets and liabilities are recognized in earnings when they occur, except for derivatives designated as cash flow hedges that are reported in other comprehensive income until the underlying transactions occur.

In June 2007, the Emerging Issues Task Force (the EITF) reached a consensus on EITF Issue No. 07-3, Accounting for Nonrefundable Advance Payments for
Goods or Services to Be Used in Future Research and Development Activities (EITF 07-3). EITF 07-3 requires companies that are involved in research and development activities to defer nonrefundable advance payments for future
research and development activities and to recognize those payments as goods and services are delivered. We are required to assess on an ongoing basis whether or not the goods or services will be delivered and to expense the nonrefundable advance
payments immediately if we determine that the delivery of such goods or services is unlikely. EITF 07-3 is effective for new arrangements entered into subsequent to the beginning of our fiscal year 2008. Adoption of EITF 07-3 did not have a material
impact on our financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business
Combinations (SFAS No. 141(R)), which replaces SFAS No. 141, Business Combinations. SFAS No. 141(R) retains the underlying concepts of SFAS No. 141 in that all business combinations are
still required to be accounted for at fair value under the acquisition method. However, SFAS No. 141(R) changes the method of applying the acquisition method in a number of significant aspects: acquisition costs will generally be expensed as
incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs
associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax
expense. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the
accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS No. 141(R) amends SFAS No. 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with
acquisitions that closed prior to the effective date of SFAS No. 141(R) would also follow the provisions of SFAS No. 141(R). Early adoption of the provisions of SFAS No. 141(R) is not permitted. We are currently evaluating the effects
that SFAS No. 141(R) may have on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests
in Consolidated Financial Statementsan amendment of ARB No. 51 (SFAS No. 160). This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15,
2008, with earlier adoption prohibited. This statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parents equity. The amount of net income
attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. It also amends certain consolidation procedures for consistency with the requirements of SFAS No. 141(R). This
statement also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. Although we are currently evaluating the effect that SFAS No. 160 may have on our consolidated financial statements
we do not anticipate that SFAS No. 160 will have a significant impact on our financial position or results of operations.

In December 2007, the EITF reached
consensus on Issue No. 07-1, Accounting for Collaborative Arrangements (EITF 07-1). EITF 07-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim
periods within those fiscal years, and shall be applied retrospectively to all prior periods presented for all collaborative arrangements existing as of the effective date. EITF 07-1 requires that transactions with third parties (i.e., revenue

generated and costs incurred by the partners) should be reported in the appropriate line item in each companys financial



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statements pursuant to the guidance in EITF Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent. EITF 07-1 also
includes enhanced disclosure requirements regarding the nature and purpose of the arrangement, rights and obligations under the arrangement, accounting policy, amount and income statement classification of collaboration transactions between the
parties, and amounts due from or owed to other participants under the collaborative arrangements. We are currently evaluating the effects that EITF 07-1 may have on our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement
No. 133 (SFAS No. 161). SFAS No. 161 is intended, through additional qualitative and quantitative disclosures on derivatives, to provide users of financial statements with enhanced understanding of how and why an
entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under SFAS No. 133; and how derivative instruments and related hedged items affect an entitys financial position, results of
operations, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged. We expect to adopt this standard effective
January 1, 2009. We are currently evaluating the disclosure implications of SFAS No. 161.

In May 2008, the FASB issued FASB Staff Position
(FSP) APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP 14-1). FSP 14-1 clarifies that convertible debt
instruments that may be settled in cash (including partial cash settlement upon conversion) are not addressed by Accounting Principles Board (APB) Opinion No. 14, Accounting for Convertible Debt Issued with Stock Purchase
Warrants. FSP 14-1 requires issuers of such convertible debt instruments to allocate the proceeds to a liability component, issued at a discount and an equity component. The portion allocated to the equity component would be recorded as a
discount on the debt which would be amortized over the period the convertible debt is expected to be outstanding. FSP 14-1 changes the accounting treatment for our $565.0 million of 3.75% convertible senior notes that were issued in June 2006. This
change in accounting principle will result in increased non-cash interest expense and will impact the presentation of our convertible senior notes in the consolidated financial statements. FSP 14-1 is effective for financial statements issued for
fiscal years beginning after December 15, 2008 and interim periods within those fiscal years, and shall be applied retrospectively to all prior periods presented. We estimate that upon adoption of the provisions of FSP 14-1, $483.7 million of
the total proceeds from our debt will be allocated to the liability component, which represents the estimated fair value of similar debt instruments without the conversion option as of the date of issuance. The remaining $81.3 million will be
allocated to the equity component. The debt discount of $81.3 million will be amortized to interest expense over the five and one-half year period from June 1, 2006 to December 1, 2011, the expected life of the instrument. Additionally,
upon adoption, approximately $1.9 million of deferred financing costs capitalized at the time of issuance will be reclassified to equity as equity issuance costs and will not be amortized to interest expense.

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, 2007.



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ITEM 3.  QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Other than those discussed below, there has been no significant change in our exposure to market risk since
December 31, 2007. 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, 2007 under the heading Market Risk.

Foreign Currency Exchange Rate Risk

At December 31, 2007, we held foreign
exchange forward contracts to hedge the foreign exchange risk related to U.S. Dollar borrowings in a European subsidiary, and an intercompany Euro receivable balance in the U.S. As of December 31, 2007, these forward exchange contracts had
an aggregate U.S. dollar equivalent notional amount of $291.9 million and an aggregate U.S. dollar equivalent fair value of a net loss of $5.7 million. During April 2008, we repaid the U.S. Dollar borrowings in Europe and the Euro intercompany
balance by increasing Euro-based revolver borrowings in Europe, and settled the related forward exchange contracts. The net realized losses on the settlement of the forward exchange contracts were substantially offset by foreign exchange gains on
the repayment of the debt, which resulted in a net loss of $0.4 million in the three-month period ended June 28, 2008.





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
June 28, 2008 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.



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

The annual meeting of stockholders of Millipore
Corporation was held on May 8, 2008. The following matters were voted on:

1. The election of three Class III Directors for a three-year term (expiring in 2011).
The following votes were tabulated with respect to the election:



|                      |  |             |  |           
|--------------------- |  | ----------- |  | ----------
|                      |  | Votes For |  | Withhold
|Melvin Booth          |  | 47,918,756  |  | 1,195,645 
|Maureen A. Hendricks. |  | 47,592,811  |  | 1,521,590 
|Martin D. Madaus.     |  | 47,761,080  |  | 1,353,321 

2. To ratify PricewaterhouseCoopers LLP as Millipores independent registered public accounting firm for 2008:



|            |  |           |  |          
|----------- |  | --------- |  | ---------
|Votes For |  | Against |  | Abstain
|48,233,507  |  | 526,439   |  | 354,453  

3. To approve the adoption of the Millipore Corporation 2008 Stock Incentive Plan:



|            |  |           |  |          
|----------- |  | --------- |  | ---------
|Votes For |  | Against |  | Abstain
|39,433,863  |  | 3,561,642 |  | 362,785  



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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 6, 2008
|    |  |                                                        | 
|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 6, 2008



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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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