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 ~~October~~ April 3, ~~2009~~2010

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

For the transition period from to

Commission File Number 001-09781 (0-1052)

MILLIPORE CORPORATION

(Exact name of registrant as specified in its charter)


Massachusetts		04-2170233
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

290 Concord Road, Billerica, MA		01821
(Address of principal executive offices)		(Zip Code)

(978) 715-4321

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

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


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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of ~~October~~May 281, ~~2009~~2010, there were 5556,~~612~~234,~~017~~916 shares of the registrant’s Common Stock outstanding.

Index to Form 10-Q

PART I.	FINANCIAL INFORMATION
Item 1	Financial Statements (unaudited)
	Condensed Consolidated Statements of Operations for the three and nine months ended October 3, 2009 and September 27, 2008	3
	Condensed Consolidated Statements of Operations for the three months ended April 3, 2010 and April 4, 2009	3
	Condensed Consolidated Balance Sheets at October 3, 2009 and December 31, 2008	4
	Condensed Consolidated Balance Sheets at April 3, 2010 and December 31, 2009	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended October 3, 2009 and September 27, 2008	5
	Condensed Consolidated Statements of Cash Flows for the three months ended April 3, 2010 and April 4, 2009	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2318
Item 3	Quantitative and Qualitative Disclosures about Market Risk	3630
Item 4	Controls and Procedures	3630
PART II.	OTHER INFORMATION
Item 6	Exhibits	3731
Signatures		3832
Exhibits		3933
	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.

MILLIPORE FORM 10-Q

PART I

ITEM 1. FINANCIAL STATEMENTS

Condensed Consolidated Statements of Operations

Three Months Ended

~~Nine Months Ended~~

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

~~October~~April 3, ~~2009~~2010

~~September~~April 274, ~~2008 (As Adjusted)~~2009

~~October 3, 2009~~

~~September 27, 2008 (As Adjusted)~~

Revenues

~~411~~463,~~865~~033

~~395~~407,~~005~~940

~~1,228,396~~

~~1,205,385~~

Cost of revenues

~~188~~203,~~223~~671

~~185~~184,~~835~~621

~~552,537~~

~~557,915~~

Gross profit

~~223~~259,~~642~~362

~~209~~223,~~170~~319

~~675,859~~

~~647,470~~

Selling, general and administrative expenses

~~131~~141,~~153~~141

~~123~~126,~~974~~788

~~388,690~~

~~383,960~~

Research and development expenses

2930,~~349~~084

25,~~421~~203

~~83,675~~

~~76,602~~

Operating profit

6388,~~140~~137

5971,~~775~~328

~~203,494~~

~~186,908~~

Gain on business acquisition

–

–8,542

~~8,542~~

–

Interest income

~~171~~113

~~213~~242

~~589~~

~~594~~

Interest expense

(14,~~549~~259

)

(1714,~~359~~609

)

~~(43,635~~

)

~~(53,825~~

)

Income before provision for income taxes

4873,~~762~~991

4265,~~629~~503

~~168,990~~

~~133,677~~

Provision for income taxes

816,~~562~~776

411,~~123~~949

~~33,630~~

~~24,344~~

Net income

4057,~~200~~215

3853,~~506~~554

~~135,360~~

~~109,333~~

Less: Net income attributable to noncontrolling interest

~~538~~–

~~706~~529

~~2,279~~

~~2,836~~

Net income attributable to Millipore

3957,~~662~~215

3753,~~800~~025

~~133,081~~

~~106,497~~

Earnings per share:

Basic

01.7102

0.6896

~~2.40~~

~~1.93~~

Diluted

0.7199

0.6895

~~2.38~~

~~1.91~~

Weighted average shares outstanding:

Basic

55,~~572~~934

55,~~205~~352

~~55,467~~

~~55,085~~

Diluted

5657,~~197~~906

55,~~844~~779

~~56,033~~

~~55,719~~

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

MILLIPORE FORM 10-Q

PART I

Condensed Consolidated Balance Sheets

(In thousands, except per share data) (Unaudited)	~~October~~April 3, ~~2009~~2010			December 31, ~~2008 (As Adjusted)~~2009
Assets
Current assets:
Cash and cash equivalents	$	~~189~~222,~~775~~676		$	~~115~~168,~~462~~333
Accounts receivable (less allowance for doubtful accounts of $4,139 and $2,930 as of October 3, 2009 and December 31, 2008, respectively)		300,629			274,529
Accounts receivable (less allowance for doubtful accounts of $3,465 and $3,495 at April 3, 2010 and December 31, 2009, respectively)		314,539			280,930
Inventories		~~268~~237,~~059~~913			~~259~~257,~~360~~809
Deferred income taxes		6772,~~460~~921			7061,~~305~~211
Other current assets		2535,~~281~~684			3233,~~787~~985
Total current assets		~~851~~883,~~204~~733			~~752~~802,~~443~~268
Property, plant and equipment, net		~~599~~574,~~901~~111			~~577~~595,~~410~~611
Deferred income taxes		1813,~~615~~587			1040,~~926~~175
Intangible assets, net		~~351~~324,~~269~~223			~~369~~337,~~473~~696
Goodwill		1,~~018~~016,~~968~~534			1,~~004~~017,~~694~~683
Other assets		1716,~~209~~941			1817,~~155~~356
Total assets	$	2,~~857~~829,~~166~~129		$	2,~~733~~810,~~101~~789
Liabilities and Equity
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term debt	$	5811,~~571~~084		$	442,~~391~~851
Accounts payable		8488,~~106~~579			7075,~~037~~056
Income taxes payable		820,~~424~~854			916,~~966~~739
Accrued expenses and other current liabilities		~~204~~177,~~266~~426			~~162~~185,~~969~~061
Total current liabilities		~~355~~297,~~367~~943			~~247~~319,~~363~~707
Deferred income taxes		814,~~122~~456			717,~~263~~681
Long-term debt		~~906~~873,~~711~~724			1890,~~082,058~~242
Other liabilities		9481,~~440~~189			8480,~~122~~125
Total liabilities		1,~~364~~267,~~640~~312			1,~~420~~307,~~806~~755
Commitments and contingencies (Note 17)
Commitments and contingencies (Note 16)
Millipore shareholders’ equity:
Shareholders’ equity:
Common stock, par value $1.00 per share, 120,000 shares authorized; 55,601 shares issued and outstanding as of October 3, 2009; 55,260 shares issued and outstanding as of December 31, 2008		55,601			55,260
Common stock, par value $1.00 per share, 120,000 shares authorized; 56,226 shares issued and outstanding as of April 3, 2010; 55,688 shares issued and outstanding as of December 31, 2009		56,226			55,688
Additional paid-in capital		~~371~~348,~~791~~796			~~346~~330,~~429~~380
Retained earnings		1,~~100~~201,~~438~~576			~~967~~1,~~357~~144,361
Accumulated other comprehensive loss		(4144,~~970~~781	)		(6327,~~077~~395	)
Total Millipore shareholders’ equity		1,485,860			1,305,969
Total shareholders’ equity		1,561,817			1,503,034
Noncontrolling interest		6,666			6,326
Total liabilities and shareholders’ equity	$	2,829,129		$	2,810,789
Total equity		1,492,526			1,312,295
Total liabilities and equity	$	2,857,166		$	2,733,101

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

MILLIPORE FORM 10-Q

PART I

Condensed Consolidated Statements of Cash Flows

	Nine Months Ended
	Three Months Ended
(In thousands) (Unaudited)	~~October~~April 3, ~~2009~~2010			~~September~~April 274, ~~2008 (As Adjusted)~~2009
Cash flows from operating activities:
Net income	$	~~135~~57,~~360~~215		$	~~109~~53,~~333~~554
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9330,~~722~~260			9830,~~725~~523
Stock-based compensation		197,~~881~~486			165,~~916~~791
Amortization of deferred financing costs		~~2,544~~849			~~2,597~~844
Amortization of debt discount		113,~~285~~965			103,~~559~~704
Deferred income tax provision		6,420			5,764
Deferred income tax (benefit) provision		(1,306	)		6,829
Gain on business acquisition		~~(8,542~~–	)		–(8,542	)
Business acquisition inventory fair value adjustment		~~1,057~~–			–610
Other		8(2,~~392~~547	)		(34,~~974~~161	)
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable		(1540,~~208~~471	)		(1222,~~137~~464	)
Inventories		211,~~150~~384			(72,~~419~~250	)
Other assets		~~7,356~~449			~~934~~5,535
Accounts payable		1015,~~370~~676			~~(18~~9,~~958~~493	)
Accrued expenses and other current liabilities		10(7,~~332~~333	)		5(2,~~627~~922	)
Income taxes payable		211,~~892~~505			(~~9,017~~681	)
Other liabilities		(1,~~126~~125	)		(104,~~107~~458	)
Net cash provided by operating activities		~~286~~88,~~885~~257			~~188~~84,~~843~~227
Cash flows from investing activities:
Additions to property, plant and equipment		(5311,~~314~~577	)		(5215,~~691~~708	)
Acquisition of businesses, net of cash acquired		(29,940	)		–
Acquisition of business, net of cash acquired		–			(18,766	)
Settlement of derivative transactions		–			(32,332	)
Other		(748	)		(1,362	)
Other		(3,291	)		(4,638	)
Net cash used for investing activities		(12,325	)		(35,836	)
Net cash used for investing activities		(86,545	)		(89,661	)
Cash flows from financing activities:
Proceeds from issuance of common stock under stock plans		916,~~557~~876			161,~~364~~710
Repayments under long-term revolving credit facility, net		~~(194,174~~–	)		(~~127~~67,~~722~~174	)
Net borrowings of short-term debt		49,119			540
Net (repayments) borrowings of short-term debt		(32,289	)		71,747
Dividends paid to noncontrolling interest		(2,104	)		(1,738	)
Other		–			(460	)
Net cash used for financing activities		(137,602	)		(112,556	)
Net cash (used for) provided by financing activities		(15,413	)		5,823
Effect of foreign exchange rates on cash and cash equivalents		11(6,~~575~~176	)		~~320~~2,446
Net increase/(decrease) in cash and cash equivalents		74,313			(13,054	)
Net increase in cash and cash equivalents		54,343			56,660
Cash and cash equivalents at beginning of year		~~115~~168,~~462~~333			36115,~~177~~462
Cash and cash equivalents at end of period	$	~~189~~222,~~775~~676		$	23172,~~123~~122

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

MILLIPORE FORM 10-Q

Notes to Condensed Consolidated Financial Statements

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

1. GENERAL

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. The condensed consolidated balance sheet as of December 31, ~~2008~~2009 was derived from audited financial statements, ~~as adjusted (see below),~~ but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of our management, these condensed consolidated financial statements reflect all significant adjustments necessary for a fair statement of the results for the interim periods presented. The accompanying unaudited condensed consolidated financial statements are not necessarily indicative of future trends or our operations for the ~~full~~entire year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2008~~2009.

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~~ not consist of precisely thirteen weeks. The ~~third~~first fiscal quarters of ~~2009~~2010 and ~~2008~~2009 ended on ~~October~~April 3, ~~2009~~2010 and ~~September~~April 274, ~~2008~~2009, respectively.

~~Certain~~In June ~~reclassifications~~2009, ~~and~~the ~~adjustments~~Financial ~~have~~Accounting ~~been~~Standards ~~made~~Board (the “FASB”) issued an amendment to the ~~2008~~accounting ~~financial~~and ~~statements~~disclosure torequirements ~~conform~~for tothe consolidation of variable interest entities (“VIE”) and the ~~2009~~evaluation ~~presentation~~of when consolidation of a VIE is required, which we adopted as of January 1, 2010. The amendment did not have an effect on our consolidated financial statements.

~~Effective the second fiscal quarter of 2009, we adopted a new accounting standard for subsequent events~~2. PROPOSED ~~This~~TRANSACTION ~~standard~~WITH ~~addresses~~MERCK ~~the~~KGaA accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of this accounting standard did not impact our financial position or results of operations. We evaluated all significant events or transactions that occurred after October 3, 2009 up through November 10, 2009, the date we issued these financial statements.

~~Effective~~On ~~January~~February 128, ~~2009~~2010, we ~~adopted~~entered ~~new~~into ~~accounting~~a ~~standards~~definitive ~~for~~agreement ~~noncontrolling~~under ~~interests~~which ~~and~~Concord ~~convertible~~Investments ~~debt~~Corp., a fully owned subsidiary of Merck KGaA, will acquire all ~~that~~outstanding ~~may~~shares beof ~~settled~~our incommon ~~cash~~stock ~~upon~~for ~~conversion~~$107 per share in cash. ~~These~~This ~~standards~~business ~~required~~combination ~~retrospective~~will ~~adjustments~~create toa ~~prior~~world-class ~~period~~partner ~~financial~~for ~~statements~~the toLife ~~conform~~Science sector with ~~current~~significant ~~accounting~~businesses ~~treatment~~in high-margin specialty products and an attractive growth profile.

~~The~~Through ~~new~~the ~~accounting~~date ~~standard~~of ~~for~~this ~~convertible~~filing, ~~debt~~Millipore ~~instruments~~announced ~~that~~key ~~may~~milestones berelating ~~settled~~to inthe ~~cash~~proposed transaction, including: ~~partial~~the ~~cash~~transaction ~~settlements,~~was approved ~~requires~~by ~~that~~the ~~these~~boards ~~instruments~~of bedirectors ~~separated~~of ~~into~~both acompanies; ~~debt~~the ~~component~~waiting ~~and~~period anrequired ~~equity component.~~under ~~The~~the ~~value~~Hart-Scott-Rodino ~~assigned~~Antitrust toImprovements ~~the~~Act ~~debt~~expired; ~~component~~the asSpecial ofShareholder’s ~~the~~Meeting ~~issuance~~to ~~date~~vote ison the ~~estimated~~proposed ~~fair~~transaction ~~value~~will oftake aplace ~~similar~~on June 3, ~~debt~~2010; ~~instrument~~and ~~without~~ the ~~conversion~~Company ~~feature.~~filed ~~The~~its ~~difference~~definitive ~~between~~proxy with the ~~proceeds~~Securities ~~obtained~~and ~~for~~Exchange ~~the~~Commission. ~~instruments~~The ~~and~~proposed ~~the~~transaction ~~estimated fair~~is ~~value~~expected ~~assigned~~ to ~~the~~be ~~debt~~completed ~~component~~in ~~represents~~ the ~~equity~~early ~~component.~~part ~~See Note 9~~ of ~~this Form 10-Q for additional information on~~ the ~~adoption~~third quarter of ~~this accounting standard~~2010.

~~The~~During ~~new accounting standard for noncontrolling interests changed~~ the ~~accounting~~three ~~for,~~months ~~and~~ended ~~reporting of~~April 3, ~~a noncontrolling interest (previously referred to as “minority interest”) in our consolidated financial statements. In accordance with the new standard~~2010, we ~~now~~recorded ~~report~~$2,346 ~~the~~of ~~noncontrolling~~costs ~~interest~~consisting asprimarily ~~a separate component~~ of ~~equity~~legal inand ~~the~~regulatory ~~consolidated~~fees ~~balance~~associated ~~sheets~~with ~~(previously~~this ~~presented~~proposed transaction ~~between~~in ~~liabilities~~our ~~and~~condensed ~~shareholders’~~consolidated ~~equity)~~statement ~~and show~~of ~~both~~operations ~~net~~as ~~income~~selling, ~~attributable~~general ~~to the noncontrolling interest~~ and ~~net~~administrative ~~income attributable to Millipore on the face of the consolidated statements of operations~~expenses.

Our revenues from Merck KGaA as a customer were not material for the three months ended April 3, 2010 and April 4, 2009, respectively.

MILLIPORE FORM 10-Q

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

23. STOCK-BASED COMPENSATION

We grant stock options and restricted stock units to employees, officers, and directors under our current stock ~~plans~~plan. ~~Stock-based~~The ~~compensation~~following ~~expense~~table ispresents ~~determined~~grants as of ~~the grant date based on the fair value of the award. We estimate the fair value of our~~ stock options ~~using the Black-Scholes option-pricing model~~ and ~~the fair value of our~~ restricted stock units: based on the quoted market price of our common stock at the date of grant. For awards that vest upon completion of requisite years of service, stock-based compensation expense is recognized, net of estimated forfeitures, on a straight-line basis over the requisite service period, which generally represents the vesting period.

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


	Three Months Ended
	April 3, 2010		April 4, 2009
Stock options	341		430
Restricted stock units	180		228
Performance-based restricted stock units	92	^(a)	111	^(a)

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

	Three Months Ended			Nine Months Ended
	October 3, 2009		September 27, 2008	October 3, 2009		September 27, 2008
Stock options	1		–	472		458
Restricted stock units	10		9	249		398
Performance-based restricted stock units	–	(a)	–	112	(a)	–

(a)

Represents target number of shares estimated to be earned at the time of grant.

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

Three Months Ended

~~Nine Months Ended~~

October 3, 2009

September 27, 2008

October 3, 2009

September 27, 2008

April 3,2010

April 4,2009

Stock-based compensation expense in:

Cost of revenues

~~958~~973

~~777~~615

~~2,544~~

~~2,237~~

Selling, general and administrative expenses

5,~~254~~489

4,490

~~15,126~~

~~12,705~~

Research and development expenses

~~762~~1,024

~~710~~686

~~2,211~~

~~1,974~~

Income before provision for income taxes

67,~~974~~486

5,~~977~~791

~~19,881~~

~~16,916~~

Provision for income taxes

(2,~~401~~540

)

(1,~~806~~994

)

~~(6,845~~

)

~~(5,239~~

)

Net income attributable to Millipore

4,~~573~~946

43,~~171~~797

~~13,036~~

~~11,677~~

34. ~~BUSINESS~~GOODWILL ~~ACQUISITIONS~~

~~BioAnaLab~~The ~~Limited~~following table presents changes in goodwill:

On August 7, 2009, we acquired BioAnaLab Limited (“BioAnaLab”), a European-based services provider that specializes in the analysis of biologic drugs and vaccines. The acquisition enables us to expand our biopharmaceutical services business into Europe. The total purchase price was $13,009, which was paid for with available cash on hand. The purchase price


Balance at December 31, 2009	$	1,017,683
Effect of foreign exchange rate changes		(1,149	)
Balance at April 3, 2010	$	1,016,534

We had no accumulated impairment losses through April 3, 2010.

MILLIPORE FORM 10-Q

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

~~was allocated to net assets acquired of $2,669, identifiable intangible assets of $4,552, net deferred tax liabilities of $1,187, and goodwill of $6,975~~5. INTANGIBLE ~~Acquisition~~ASSETS related costs for the three and nine months ended October 3, 2009 of $134 and $263, respectively, are included in selling, general and administrative expenses in our condensed consolidated statements of operations.

~~Guava~~Intangible ~~Technologies,~~assets consisted ~~Inc.~~of the following:

On February 20, 2009, we acquired Guava Technologies, Inc. (“Guava”), a provider of easy-to-use, bench top cell analysis systems. With the Guava acquisition, we expanded our flow cytometry platform to additional markets. The total purchase price was $18,870, which was paid for with available cash on hand. The purchase price was allocated to net assets acquired of $811, identifiable intangible assets of $16,600, and net deferred tax assets of $10,001. Acquisition related costs for the three and nine months ended October 3, 2009 of $0 and $620, respectively, are included in selling, general and administrative expenses in our condensed consolidated statements of operations.


April 3, 2010	Gross Intangible Assets		Accumulated Amortization			Net Intangible Assets		Estimated Useful Life
Patented and unpatented technologies	$	94,126	$	(49,321	)	$	44,805	5 – 20 years
Trademarks and trade names		42,767		(22,635	)		20,132	5 – 20 years
Customer relationships		412,099		(159,370	)		252,729	15 – 18 years
Licenses and other		16,185		(9,628	)		6,557	1.5 – 20 years
Total	$	565,177	$	(240,954	)	$	324,223

December 31, 2009
Patented and unpatented technologies	$	93,621	$	(47,323	)	$	46,298	5 – 20 years
Trademarks and trade names		42,797		(21,955	)		20,842	5 – 20 years
Customer relationships		412,554		(148,807	)		263,747	15 – 18 years
Licenses and other		16,062		(9,253	)		6,809	1.5 – 20 years
Total	$	565,034	$	(227,338	)	$	337,696

WeAmortization ~~recorded~~expense afor ~~bargain~~the ~~purchase~~three ~~gain~~months onended ~~acquisition of $8~~April 3,~~542~~ ~~after~~2010 ~~allocating the purchase price to the identifiable assets acquired~~ and ~~liabilities assumed. Under the new accounting standards for business combinations, which were effective as of January~~April 14, 2009, ~~the acquisition resulted in a gain because the fair value of net assets acquired exceeded the purchase price. This~~ was ~~primarily~~$13,832 ~~attributable~~and ~~to the net operating loss carryforwards that~~$14,544, ~~we recognized as deferred tax assets based on our ability to use them in the future~~respectively. ~~These deferred tax assets could not be utilized by Guava as a result of their operating losses.~~

~~We had a pre-existing relationship with Guava concerning distribution and service rights related to their products.~~ The ~~acquisition~~estimated inaggregate ~~effect~~future ~~settled~~amortization ~~this~~expense ~~pre-existing~~for ~~relationship.~~intangible ~~The~~assets ~~net~~owned ~~book~~as ~~value~~of ~~related~~April 3, ~~to these~~2010 ~~distribution~~is ~~and~~as ~~service~~follows: ~~rights was determined to be at fair value and no gain or loss was recognized for the effective settlement of these agreements.~~

For both of these acquisitions, the purchase price was allocated to net assets acquired and identifiable intangible assets based on their estimated fair values. These fair values were based on management’s estimates and assumptions. Intangible assets recorded as a result of these acquisitions are not deductible for tax purposes.


Remainder of 2010	$	41,546
2011		49,802
2012		43,711
2013		38,240
2014		32,539
2015		27,578
Thereafter		90,807
Total	$	324,223

~~The~~6. BASIC ~~results~~AND ~~of the acquired operations (Guava and~~DILUTED ~~BioAnaLab)~~EARNINGS ~~have~~PER ~~been~~SHARE included in our condensed consolidated statements of operations since the acquisition date. Pro forma results of operations have not been presented because such information is not material to our condensed consolidated financial statements.

~~Serologicals~~The ~~Corporation~~following table sets forth the computation of basic and diluted earnings per share (“EPS”):

We committed to a plan of integration of certain Serologicals Corporation (“Serologicals”) activities when we acquired the company on July 14, 2006. The plan included closure of facilities, the abandonment or redeployment of equipment, and employee terminations and relocations. We recorded severance and relocation cost liabilities amounting to $6,675 and facility closure cost liabilities amounting to $5,877 with corresponding adjustments to goodwill. Amounts accrued for severance and relocation costs were paid in 2006, 2007 and 2008. At October 3, 2009, only accruals for facility closure costs amounting to $2,404 remained and are expected to be paid over the remaining lease term for certain idle facilities.


	Three Months Ended
	April 3, 2010		April 4, 2009
Numerator:
Net income attributable to Millipore	$	57,215	$	53,025
Denominator:
Weighted average common shares outstanding for basic EPS		55,934		55,352
Dilutive effect of stock-based compensation awards		889		427
Dilutive effect of our $565,000 3.75% convertible senior notes		1,083		–
Weighted average common shares outstanding for diluted EPS		57,906		55,779
Earnings per share:
Basic	$	1.02	$	0.96
Diluted	$	0.99	$	0.95

MILLIPORE FORM 10-Q

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

For the three months ended April 3, 2010 and April 4, 2009, outstanding stock options and restricted stock units amounting to 195 and 1,281, respectively, were excluded from the calculation of diluted earnings per share because of their antidilutive effect. ~~GOODWILL~~ Performance-based restricted stock units were excluded from the calculation of diluted earnings per share because they are considered contingently issuable shares and the underlying targeted financial metrics have not been achieved.

The ~~following~~proposed acquisition by Merck KGaA ~~table~~resulted ~~presents~~in ~~changes~~an increase in ~~goodwill:~~our stock price during the three months ended April 3, 2010, which caused shares issuable for the conversion premium upon conversion of our $565,000 3.75 percent convertible senior notes (the “Convertible Notes”) to be dilutive to earnings as of April 3, 2010. Shares issuable for the conversion premium on the Convertible Notes were excluded from diluted earnings per share for the three months ended April 4, 2009 because our stock price had not exceeded the conversion price.

Balance at December 31, 2008	$	1,004,694
Addition from BioAnaLab acquisition		6,975
Effect of foreign exchange rate changes		7,299
Balance at October 3, 2009	$	1,018,968

5. INTANGIBLE ASSETS

Intangible assets, net, consisted of the following:

October 3, 2009	Gross Intangible Assets		Accumulated Amortization			Net Intangible Assets		Estimated Useful Life
Patented and unpatented technologies	$	92,310	$	(45,393	)	$	46,917	5 – 20 years
Trademarks and trade names		42,871		(21,247	)		21,624	5 – 20 years
Customer relationships		412,781		(137,165	)		275,616	10 – 18 years
Licenses and other		15,922		(8,810	)		7,112	1 – 20 years
Total	$	563,884	$	(212,615	)	$	351,269
December 31, 2008
Patented and unpatented technologies	$	79,029	$	(38,743	)	$	40,286	5 – 20 years
Trademarks and trade names		41,749		(18,919	)		22,830	5 – 20 years
Customer relationships		402,596		(102,171	)		300,425	15 – 18 years
Licenses and other		13,065		(7,133	)		5,932	1.5 – 20 years
Total	$	536,439	$	(166,966	)	$	369,473

Amortization expense for the nine months ended October 3, 2009 and September 27, 2008 was $44,042 and $48,502, respectively.

The estimated aggregate future amortization expense for intangible assets owned as of October 3, 2009 is as follows:

Remainder of 2009	$	15,058
2010		55,179
2011		49,498
2012		43,581
2013		37,846
2014		32,112
Thereafter		117,995
Total	$	351,269

MILLIPORE FORM 10-Q 9

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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				Nine Months Ended
	October 3, 2009		September 27, 2008 (As adjusted)		October 3, 2009		September 27, 2008 (As adjusted)
Numerator:
Net income attributable to Millipore	$	39,662	$	37,800	$	133,081	$	106,497
Denominator:
Weighted average common shares outstanding for basic EPS		55,572		55,205		55,467		55,085
Dilutive effect of stock-based compensation awards		625		639		566		634
Weighted average common shares outstanding for diluted EPS		56,197		55,844		56,033		55,719
Earnings per share:
Basic	$	0.71	$	0.68	$	2.40	$	1.93
Diluted	$	0.71	$	0.68	$	2.38	$	1.91

Net income attributable to Millipore and earnings per share amounts for the three and nine months ended September 27, 2008 have been adjusted for changes in accounting described in Notes 1 and 9 of this Form 10-Q.

For the three months ended October 3, 2009 and September 27, 2008, outstanding stock options and restricted stock units amounting to 1,159 and 761, respectively, were excluded from the calculation of diluted earnings per share because of their antidilutive effect. For the nine months ended October 3, 2009 and September 27, 2008, outstanding stock options and restricted stock units amounting to 1,289 and 731, respectively, were excluded from the calculation of diluted earnings per share because of their antidilutive effect. Antidilutive options and restricted stock units could become dilutive in the future. Performance-based restricted stock units were excluded from the calculation of diluted earnings per share because they are considered contingently issuable shares and were excluded because targeted financial metrics were not achieved as of October 3, 2009. In addition, shares issuable for the conversion premium upon conversion of the 3.75% convertible senior notes were excluded from the calculation of diluted earnings per share as of October 3, 2009 and September 27, 2008, respectively, because our stock price had not exceeded the conversion price.

7. INVENTORIES

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

	October 3, 2009		December 31,2008
	April 3, 2010		December 31,2009
Raw materials	$	4843,~~309~~653	$	46,~~699~~339
Work in process		8976,~~338~~352		7785,~~638~~740
Finished goods		~~130~~117,~~412~~908		~~135~~125,~~023~~730
Total inventories	$	~~268~~237,~~059~~913	$	~~259~~257,~~360~~809

8. PROPERTY, PLANT AND EQUIPMENT

Accumulated depreciation on property, plant and equipment was $~~394~~400,~~520~~924 at ~~October~~April 3, ~~2009~~2010 and $~~345~~399,~~511~~907 at December 31, ~~2008~~2009.

10 MILLIPORE FORM 10-Q

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

9. DEBT

Short-term debt

Our short-term debt consisted of the following:

	October 3, 2009		December 31, 2008
	April 3, 2010		December 31, 2009
Revolving credit facilities	$	5510,~~494~~679	$	–41,846
Operating bank facilities		~~3,077~~405		41,~~391~~005
Total short-term debt	$	5811,~~571~~084	$	442,~~391~~851

~~Revolving~~We have revolving credit facilities with ~~maturity~~two ~~dates~~Japanese banks. ~~within~~These ~~one~~credit ~~year~~facilities ~~are~~provide ~~classified~~for ascumulative ~~short-term~~borrowings ~~debt~~of ¥7,000,000, or $74,011, with an interest rate of TIBOR plus an applicable margin. ~~Our short-~~Interest is payable at the end of an interest period based upon the term ~~revolving~~of the borrowing. These credit facilities ~~are~~expire ~~renewable~~in ~~for~~December ~~additional~~2010 ~~periods~~and ~~unless~~are ~~terminated~~subject byto ~~either~~annual ~~Millipore~~renewal orat terms consistent with the ~~banks~~initial agreements. As of April 3, 2010, we had ¥5,990,000, or $63,332, available for borrowing under these credit facilities.

~~Long-term~~Operating ~~debt~~bank facilities consist of bank overdrafts.

~~Our~~MILLIPORE ~~long~~FORM 10-~~term~~Q ~~debt consisted of the following:~~ 9

	October 3, 2009		December 31,2008 (As adjusted)
Revolving credit facility	$	14,000	$	215,271
3.75% convertible senior notes due 2026, net of discount		529,343		518,157
5.875% senior notes due 2016, net of discount		363,368		348,630
Total long-term debt	$	906,711	$	1,082,058

At October 3, 2009, we had a credit commitment under our primary revolving credit agreement (the “Revolver”) amounting to €465,000, or $677,645. At October 3, 2009, we had €455,393, or $663,645, available for borrowing under the Revolver. The Revolver expires in June 2011. At October 3, 2009, we were in compliance with all financial covenants under the Revolver.

As of October 3, 2009, our 3.75 percent convertible senior notes (the “Convertible Notes”) had a fair value of $585,481 and our 5.875 percent senior notes had a fair value of $346,109. Fair value was determined from available market prices using current interest rates, non-performance risk, and term to maturity.

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

MILLIPORE FORM 10-Q 11

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

~~The~~Long-term ~~December 31,~~debt ~~2008 condensed consolidated balance sheet and the statement of operations for the three and nine months ended September 27, 2008 have been adjusted for the change in accounting principle as follows:~~

	As PreviouslyReported			Adjustments			As Adjusted
Consolidated Balance Sheet:
December 31, 2008
Deferred tax assets – non-current	$	28,445		$	(17,519	)	$	10,926
Other assets – non-current	$	19,185		$	(1,030	)	$	18,155
Long-term debt	$	1,128,901		$	(46,843	)	$	1,082,058
Additional paid-in capital	$	297,257		$	49,172		$	346,429
Retained earnings	$	988,235		$	(20,878	)	$	967,357
Condensed Consolidated Statement of Operations:
Three months ended September 27, 2008
Interest expense	$	(13,899	)	$	(3,460	)	$	(17,359	)
Provision for income taxes	$	5,710		$	(1,587	)	$	4,123
Net income attributable to Millipore	$	39,673		$	(1,873	)	$	37,800
Earnings per share:
Basic	$	0.72		$	(0.04	)	$	0.68
Diluted	$	0.71		$	(0.03	)	$	0.68
Condensed Consolidated Statement of Operations:
Nine months ended September 27, 2008
Interest expense	$	(43,642	)	$	(10,183	)	$	(53,825	)
Provision for income taxes	$	28,494		$	(4,150	)	$	24,344
Net income attributable to Millipore	$	112,530		$	(6,033	)	$	106,497
Earnings per share:
Basic	$	2.04		$	(0.11	)	$	1.93
Diluted	$	2.02		$	(0.11	)	$	1.91

Our long-term debt consisted of the following:

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


	April 3, 2010		December 31, 2009
Revolving credit facility	$	–	$	–
3.75% convertible senior notes due 2026, net of discount		537,117		533,186
5.875% senior notes due 2016, net of discount		336,607		357,056
Total long-term debt	$	873,724	$	890,242

At April 3, 2010, we had €465,000, or $627,615, available for borrowing under our primary revolving credit agreement (“the Revolver”). The Revolver expires in June 2011. At April 3, 2010, we were in compliance with all financial covenants under the Revolver.

As of April 3, 2010, our Convertible Notes had a fair value of $709,781 and our 5.875 percent senior notes had a fair value of $371,170. Fair value was determined from available market prices using current interest rates, non-performance risk, and term to maturity.

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

	October 3, 2009		December 31,2008
	April 3, 2010		December 31,2009
Principal value of the liability component	$	565,000	$	565,000
Unamortized value of the liability component		3527,~~657~~883		4631,~~843~~814
Net carrying value of the liability component	$	~~529~~537,~~343~~117	$	~~518~~533,~~157~~186

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

	Three Months Ended				Nine Months Ended
	April 3, 2010		April 4, 2009
	October 3, 2009		September 27, 2008		October 3, 2009		September 27, 2008
Interest expense – coupon	$	5,297	$	5,297
Interest expense – coupon	$	5,297	$	5,297	$	15,891	$	15,891
Interest expense – debt discount amortization	$	3,931	$	3,672
Interest expense – debt discount amortization	$	3,800	$	3,548	$	11,186	$	10,448

12 MILLIPORE FORM 10-Q

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

10. INCOME TAXES

Our effective tax rate was 1823 ~~and 20~~ percent for the three ~~and nine~~ months ended ~~October~~April 3, ~~2009,~~2010 ~~respectively,~~ versus ~~10 and~~ 18 percent for the prior year comparable ~~periods~~period. ~~During~~Our ~~the~~effective ~~three~~tax ~~months~~rate ~~ended~~for ~~October 3,~~the ~~2009,~~prior weyear ~~recorded~~comparable ~~$2,673 of~~period ~~previously~~was ~~unrecognized~~lower ~~tax~~because ~~benefits~~of asthe a$8,542 ~~result~~non-taxable ofgain ~~statute~~on ofthe ~~limitations closures~~Guava acquisition. ~~During~~The ~~the~~higher ~~nine~~current ~~months~~year ~~ended~~rate ~~October 3,~~was ~~2009,~~also weattributable ~~also~~to ~~recognized~~a ~~$1,136~~shift ~~tax~~in ~~benefit~~the ~~associated~~jurisdictional ~~with~~mix of our ~~research~~profits ~~and~~to ~~development~~higher ~~(“R&D”) credits~~tax asrate ajurisdictions ~~result~~this ofyear aand ~~change~~$1.5 inmillion U.S. ~~tax~~R&D ~~laws~~credits recognized in ~~February~~the ~~2009~~prior ~~and~~year ~~recorded~~comparable anperiod. ~~$8,542~~The R&D ~~non-taxable~~credit ~~gain~~provisions onexpired ~~Guava~~at ~~acquisition.~~the ~~Adjusting~~end ~~for~~of ~~the~~fiscal ~~non-taxable~~year ~~gain~~2009, onwhich ~~Guava~~resulted ~~acquisition,~~in ~~our~~a higher effective tax rate ~~was 21 percent~~ for the ~~nine~~current ~~months ended October 3, 2009~~period.

~~Over~~10 ~~the~~MILLIPORE ~~next~~FORM ~~12 months, we may need to record approximately $3,800 of previously unrecognized tax benefits in the event of statute of limitations closures.~~ 10-Q

11. EMPLOYEE BENEFIT PLANS

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

	U.S. Pension Benefits						U.S. PostretirementBenefits						Foreign RetirementBenefits
	Three Months Ended						Three Months Ended						Three Months Ended
	October 3, 2009			September 27, 2008			October 3, 2009			September 27, 2008			October 3, 2009			September 27, 2008
Service cost	$	39		$	12		$	1		$	57		$	691		$	695
Interest cost		1,109			1,082			39			76			476			496
Expected return on plan assets		(921	)		(997	)		–			–			(321	)		(434	)
Amortization of prior service benefit		–			–			(114	)		(93	)		–			–
Amortization of net loss/(gain)		268			265			(36	)		(38	)		(13	)		(29	)
Net periodic benefit cost/(income)	$	495		$	362		$	(110	)	$	2		$	833		$	728
	U.S. Pension Benefits						U.S. PostretirementBenefits						Foreign RetirementBenefits
	Nine Months Ended						Nine Months Ended						Nine Months Ended
	October 3, 2009			September 27, 2008			October 3, 2009			September 27, 2008			October 3, 2009			September 27, 2008
Service cost	$	117		$	38		$	3		$	385		$	2,003		$	2,108
Interest cost		3,327			3,246			117			332			1,361			1,481
Expected return on plan assets		(2,763	)		(2,993	)		–			–			(911	)		(1,322	)
Amortization of prior service benefit		–			–			(342	)		(191	)		–			–
Amortization of net loss/(gain)		804			795			(108	)		(86	)		(40	)		(67	)
Net periodic benefit cost/(income)	$	1,485		$	1,086		$	(330	)	$	440		$	2,413		$	2,200

In August 2008, we made a number of amendments to our U.S. postretirement benefit plan effective January 1, 2009. These amendments included the elimination of dental and life insurance benefits, medical benefit cost sharing changes for retirees aged less than 65 years, and the elimination of medical coverage for employees who retire after December 31, 2010. We recorded a curtailment gain of $2,733 in selling, general and administrative expenses in the statement of operations for the three months ended September 27, 2008 as a result of these amendments.

MILLIPORE FORM 10-Q 13

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

WeOver ~~expect~~the tonext ~~contribute~~twelve ~~at least $6~~months,~~740~~ towe ~~the~~may ~~U.S.~~need ~~pension plan, $369~~ to ~~the~~record ~~U.S.~~up ~~postretirement benefit plan and $2,000~~ to ~~the foreign retirement plans in 2009. As of October~~ $3,900 ~~2009, we made contributions~~ of ~~$6,740,~~previously ~~$291,~~unrecognized ~~and~~tax ~~$1,031~~benefits toin the ~~U.S.~~event ~~pension~~of ~~plan,~~statue ~~the~~of ~~U.S.~~limitations ~~postretirement benefit plan~~ closures and ~~the~~settlements ~~foreign~~of ~~retirement~~tax ~~plans, respectively~~audits.

1211. EQUITY AND COMPREHENSIVE INCOME

The following table presents a summary of the changes in equity for the ~~nine~~three months ended ~~October~~April 3, ~~2009~~2010 and ~~September~~April 274, ~~2008~~2009.

	Nine Months Ended October 3, 2009										Nine Months Ended September 27, 2008 (as adjusted)
	Three Months Ended April 3, 2010					Three Months Ended April 4, 2009
	Millipore Shareholders’Equity		~~Noncontrolling~~Total ~~Interest~~Equity			MilliporeShareholders’Equity	~~Total Equity~~			Noncontrolling Interest	~~MilliporeShareholders’Equity~~			Total Equity	~~Noncontrolling Interest~~			~~Total Equity~~
Equity, beginning of period	$	1,305,969	$	6,326			$	1,312,295			$	1,173,058			$	6,243		$	1,179,301
Equity, beginning of year	$	1,503,034	$	1,503,034		$	1,305,969			$	6,326			$	1,312,295
Stock plan activities		511,~~822~~468		–11,468			(1,795	~~5,822~~)			–	~~14,120~~			(1,795	–)			~~14,120~~
Stock based compensation expense		197,~~881~~486		–7,486			5,791	~~19,881~~			–	~~16,916~~			5,791	–			~~16,916~~
Adoption of measurement date provision regarding pension and postretirement benefits		–		–				–				(124	)			–			(124	)
Dividends paid to noncontrolling interest		–		–			–				(460	)			(460	)
Dividends paid to noncontrolling interest		–		(2,104	)			(2,104	)			–				(1,738	)		(1,738	)
Comprehensive income		39,829		39,829			60,278				342				60,620
Comprehensive income		154,188		2,444				156,632				95,554				1,754			97,308
Equity, end of period	$	1,561,817	$	1,561,817		$	1,370,243			$	6,208			$	1,376,451
Equity, end of period	$	1,485,860	$	6,666			$	1,492,526			$	1,299,524			$	6,259		$	1,305,783

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

	Three Months Ended October 3, 2009										Three Months Ended September 27, 2008 (as adjusted)
	Three Months Ended April 3, 2010							Three Months Ended April 4, 2009
	Millipore Shareholders’Equity			~~Noncontrolling Interest~~Total			~~Total~~	MilliporeShareholders’Equity			~~MilliporeShareholders’Equity~~	Noncontrolling Interest			~~Noncontrolling Interest~~	Total			~~Total~~
Net income	$	3957,~~662~~215		$	~~538~~57,215		$	~~40,200~~$	53,025		$	~~37,800~~$	529		$	~~706~~$	53,554		$	~~38,506~~
Net foreign currency translation adjustments, net of tax		10,459			22			10,481				(6,056	)			(510	)			(6,566	)
Net foreign currency translation adjustments		(19,104	)		(19,104	)			2,855				(187	)			2,668
Net change in fair value of cash flow hedges, net of tax		(9,809	)		–			(9,809	)			(253	)			–				(253	)
Change in fair value of cash flow hedges		(639	)		(639	)			3,939				–				3,939
Net realized (loss) gain on cash flow hedges, net of tax		(972	)		–			(972	)			203				–				203
Net realized gain on interest rate swap		2,277			2,277				–				–				–
Net realized loss (gain) on cash flow hedges reclassified to earnings, net of tax		793			–			793				(80	)			–				(80	)
Net realized loss on cash flow hedges		(819	)		(819	)			(31	)			–				(31	)
Net changes in additional pension liability adjustments, net of tax		21			–			21				1,698				–				1,698
Net realized loss on cash flow hedges reclassified to earnings		884			884				247				–				247
Total comprehensive income	$	40,154		$	560		$	40,714			$	33,312			$	196			$	33,508
Net changes in additional pension liability adjustments		15			15				243				–				243
Total comprehensive income	$	39,829		$	39,829			$	60,278			$	342			$	60,620

1412. DERIVATIVE ~~MILLIPORE~~INSTRUMENTS ~~FORM~~AND HEDGING ~~10-Q~~

~~Table~~The purpose of ~~Contents~~our hedging activities is to mitigate the impact of volatility associated with foreign currency transactions and interest rate exposures related to an anticipated debt refinancing. We do not hold derivative instruments for trading or speculative purposes.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

	Nine Months Ended October 3, 2009								Nine Months Ended September 27, 2008 (as adjusted)
	Millipore Shareholders’Equity			Noncontrolling Interest		Total			MilliporeShareholders’Equity			Noncontrolling Interest			Total
Net income	$	133,081		$	2,279	$	135,360		$	106,497		$	2,836		$	109,333
Net foreign currency translation adjustments, net of tax		29,151			165		29,316			(11,788	)		(1,082	)		(12,870	)
Net change in fair value of cash flow hedges, net of tax		(8,207	)		–		(8,207	)		253			–			253
Net realized loss on cash flow hedges, net of tax		(1,027	)		–		(1,027	)		(797	)		–			(797	)
Net realized loss on cash flow hedges reclassified to earnings, net of tax		941			–		941			892			–			892
Net changes in additional pension liability adjustments, net of tax		249			–		249			497			–			497
Total comprehensive income	$	154,188		$	2,444	$	156,632		$	95,554		$	1,754		$	97,308

13. DERIVATIVE INSTRUMENTS AND HEDGING

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

All derivatives are recognized on the consolidated balance sheets at their fair value. Changes in the fair value of derivatives are recognized in earnings or other comprehensive income (“OCI”) depending on whether the derivative instrument qualifies for hedge accounting. Changes in the fair value of a derivative that is designated and highly effective as a cash flow hedge are recorded in OCI until earnings are affected by the hedged item. Changes in the fair value of derivatives and financial instruments used to hedge our net investments in foreign operations are included as translation adjustments in OCI. Changes in the fair value of derivatives not qualifying for hedge accounting, and the ineffective portion of derivative instruments designated as cash flow hedges, are recorded in current earnings. We formally assess, both at the inception of the hedge and on an ongoing basis, whether the transaction being hedged is probable of occurring and whether the derivatives are highly effective in offsetting changes in the cash flows of the hedged items. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, we discontinue hedge accounting prospectively. Cash flows from derivative financial instruments that are designated as hedges are classified within the same category as the item being hedged on the condensed consolidated statement of cash flows. Cash flows from derivatives that are not designated as hedges are included in cash flows from investing activities when the timing of the cash flows are not similar to the hedged transactions.

Cash Flow Hedges

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

MILLIPORE FORM 10-Q 1511

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

presented. Our forward exchange contracts are primarily short term in nature with maximum contract durations of fifteen months. At April 3, 2010, these forward exchange contracts had aggregate U.S. dollar equivalent notional amounts of $303,347 and aggregate U.S. dollar equivalent fair values amounting to a net gain of $2,646. The net gain or loss from these cash flow hedges reported in accumulated ~~OCI~~other comprehensive income will be reclassified to earnings and recorded in revenues in our consolidated statement of operations when the related inventory is sold to third-party customers. The amounts ultimately recognized will vary based on fluctuations of the hedged currencies through the contract maturity dates. At ~~October~~April 3, ~~2009~~2010, ~~these forward exchange contracts had aggregate U.S. dollar equivalent notional amounts of $177,727. At October 3, 2009,~~ we had $~~396~~211 in net realized ~~loss~~losses in accumulated ~~OCI~~other ~~that~~comprehensive income which will be recognized inas ~~net~~a reduction to revenues in the ~~next~~2010 ~~three~~second ~~months~~quarter.

In August 2009, we entered into forward starting interest rate swap agreements with an aggregate notional amount of $300 million. The purpose of these swaps is to hedge interest rate exposures related to an anticipated fixed-rate debt financing in December 2011 with a term of at least 10 years. ~~The~~On ~~net~~April 2, 2010, the interest rate swaps were settled, which resulted in a gain orof ~~loss from~~$2,277, ~~these~~net ~~cash~~of ~~flow~~tax ~~hedges~~of $1,423, ~~reported~~that was recorded in accumulated ~~OCI~~other comprehensive income. This gain will be recognized in earnings as an adjustment to interest expense in our consolidated statement of operations in the same period ~~when~~that the hedged interest payments are recorded in our statement of operations. Ator ~~maturity,~~when ~~cash~~the ~~flows~~probability ~~related~~that tothe ~~these~~anticipated ~~interest~~ fixed-rate ~~swap~~debt ~~agreements~~financing will beoccur ~~classified~~is ~~as cash flows from operating activities in our consolidated statement of cash flows~~remote. ~~At October 3, 2009, the fair value of these interest rate swap agreements was a loss of $11,414, which was recognized in accumulated OCI.~~

Net Investment Hedge

We designated our 5.875 percent senior notes, which are denominated in Euro, as a hedge of the foreign currency exposures of our net investment in ~~certain~~a ~~foreign operations~~European subsidiary. Foreign exchange gains or losses on the hedge, which are caused by the remeasurement of the Euro debt to U.S. ~~dollar~~dollars, are recorded in ~~OCI~~other comprehensive income as a component of cumulative translation adjustment. At ~~October~~April 3, 2010 and December 31, 2009, the cumulative net loss on these senior notes included in accumulated ~~OCI~~other comprehensive income was $5023,~~545~~647 and $44,181, respectively.

Embedded Derivatives

The contingent interest feature of the Convertible Notes represents an embedded derivative that requires separate recognition at fair value apart from the ~~Convertible~~ Convertible Notes. As a result, we are required to separate the value of this feature from the Convertible Notes and record a liability on the condensed consolidated balance sheet. AsAt ~~of October~~April 3, 2010 and December 31, 2009, the contingent interest feature had ano ~~nominal fair~~ value.

Other Derivatives

In addition to cash flow hedges and the net investment hedge, we also enter into foreign currency forward exchange contracts to mitigate the impact of foreign exchange risk related to foreign currency denominated intercompany ~~and external~~ debt, and foreign currency receivable and payable balances. Both realized and unrealized gains and losses resulting from changes in the fair value of these derivative instruments are recorded through current earnings because we do not designate these forward exchange contracts as hedges. The aggregate U.S. dollar equivalent notional amount of these forward exchange contracts was $~~200~~253,~~968~~549 at ~~October~~April 3, ~~2009~~2010. Cash paid or received upon settlement of these forward exchange contracts is included in operating activities in the condensed consolidated statements of cash flows.

1612 MILLIPORE FORM 10-Q

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Fair values of derivative instruments at ~~October~~April 3, ~~2009~~2010 are summarized in the following table:

	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	~~FairValue~~Fairvalue		Balance SheetLocation	Fair Value
Cash flow hedges – foreign exchange contracts	Other currentassets	$	16,~~757~~613	Accruedexpenses	$	73,~~779~~967
Cash flow hedges – interest rate swap	Other currentassets		–	Accruedexpenses		11,414
Foreign exchange contracts not designated as hedges	Other currentassets		4,158	Accruedexpenses		350
Foreign exchange contracts not designated as hedges	Other currentassets		489	Accruedexpenses		2,362
Total derivatives		$	10,771		$	4,317
Total derivatives		$	2,246		$	21,555

Amounts in the table above represent gross unrealized gains and losses and do not reflect the actual recorded values in our balance sheet because gains and losses offset in certain cases. Actual unrealized gains included in other current assets were $~~749~~4,852 for cash flow hedges and $763,862 for derivatives not qualifying for hedge accounting. Actual unrealized losses included in accrued expenses were $62,~~771~~206 for ~~foreign exchange contracts designated as~~ cash flow hedges and $~~1,949~~54 for ~~foreign~~derivatives ~~exchange contracts~~ not qualifying for hedge accounting.

~~The~~Fair ~~effect~~values of derivative instruments ~~that~~at ~~were designated as hedges on our condensed consolidated financial statements for the three and nine months ended October~~December 331, 2009 isare summarized ~~below~~in the following table:

	Amount of Gain(Loss)Recognized inOCI(Effective Portion)				Statement ofOperationsLocation(EffectivePortion)		Amount of Gain(Loss)Reclassified fromAccumulatedOCI into Income(Effective Portion)			Statement ofOperations Location (Ineffective Portion)	Amount of Gain(Loss)Recorded(IneffectivePortion)
	Asset Derivatives					Liability Derivatives
Three months ended October 3, 2009
	Balance Sheet Location		Fairvalue			Balance SheetLocation		FairValue
Cash flow hedges:
Cash flow hedges – foreign exchange contracts	Other currentassets		$	2,638		Accruedexpenses		$	4,192
Foreign exchange contracts	$	(6,004	)		Revenues		$	(1,263	)	Selling, general andadministrativeexpenses	$	–
Cash flow hedges – interest rate swap	Other currentassets			4,940		Accruedexpenses			–
Interest rate swaps		(11,414	)		Interestexpense			–		Selling, general andadministrativeexpenses		–
Foreign exchange contracts not designated as hedges	Other currentassets			2,136		Accruedexpenses			1,024
Net investment hedge		(15,017	)		–			–		–		–
Total derivatives			$	9,714				$	5,216
Total	$	(32,435	)				$	(1,263	)		$	–
Nine months ended October 3, 2009
Cash flow hedges:
Foreign exchange contracts	$	(3,819	)		Revenues		$	(1,178	)	Selling, general andadministrativeexpenses	$	–
Interest rate swaps		(11,414	)		Interestexpense			–		Selling, general andadministrativeexpenses		–
Net investment hedge		(14,675	)		–			–		–		–
Total	$	(29,908	)				$	(1,178	)		$	–

~~MILLIPORE~~Amounts ~~FORM~~in ~~10-Q~~the table 17above represent gross unrealized gains and losses and do not reflect the actual recorded values in our balance sheet because gains and losses offset in certain cases. Actual unrealized gains included in other current assets were $1,015 for foreign exchange contracts designated as cash flow hedges and $1,619 for foreign exchange contracts not qualifying for hedge accounting. Actual unrealized losses included in accrued expenses were $2,569 for foreign exchange contracts designated as cash flow hedges and $507 for foreign exchange contracts not qualifying for hedge accounting.

MILLIPORE FORM 10-Q

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The effect of derivative instruments ~~not~~that were designated as hedges on our condensed consolidated financial statements ~~for the three and nine months ended October 3, 2009~~ is assummarized ~~follows~~below:

	Statement of OperationsLocation		Amount of Gain (Loss) Recorded
	Amount of Gain(Loss)Recognized inOCI(Effective Portion)				Statement ofOperationsLocation(EffectivePortion)	Amount of Gain(Loss) Reclassifiedfrom Accumulated OCI into Income(Effective Portion)			Statement ofOperations Location (Ineffective Portion)	Amount of Gain(Loss)Recorded(IneffectivePortion)
Three months ended October 3, 2009
Three months ended April 3, 2010
Foreign exchange contracts	Selling, general andadministrative expenses		$(4,643	)
Cash flow hedges:
Nine months ended October 3, 2009
Foreign exchange contracts	$	2,899			Revenues	$	(1,429	)	Selling, general andadministrativeexpenses	$	–
Foreign exchange contracts	Selling, general andadministrative expenses		$7,210
Interest rate swaps		(1,240	)		Interestexpense		–		Selling, general andadministrativeexpenses		–
Net investment hedge		20,534			–		–		–		–
Total	$	22,193				$	(1,429	)		$	–
Three months ended April 4, 2009
Cash flow hedges:
Foreign exchange contracts	$	6,008			Revenues	$	(162	)	Selling, general andadministrativeexpenses	$	–
Net investment hedge		12,496			–		–		–		–
Total	$	18,504				$	(162	)		$	–

~~14. FAIR~~The ~~VALUE~~effect ~~MEASUREMENTS~~of derivative instruments not designated as hedges on our condensed consolidated financial statements for the three months ended April 3, 2010 and April 4, 2009 is as follows:

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.


	Statement of Operations Location	Amount of Gain (Loss) Recorded
Three months ended April 3, 2010
Foreign exchange contracts	Selling, general and administrative expenses	$(2,776)
Three months ended April 4, 2009
Foreign exchange contracts	Selling, general and administrative expenses	$(738)

~~When market quotes of identical instruments are not readily accessible or available, we determine fair value based on quoted market prices of similar instruments~~13. FAIR ~~Nonperformance~~VALUE ~~risk of counter-parties is considered in determining the fair value of derivative instruments in an asset position, while the impact of our~~MEASUREMENTS ~~own credit standing is considered in determining the fair value of our obligations.~~

~~Our~~We ~~valuation~~hold ~~techniques~~cash ~~are~~equivalents, ~~based~~derivatives, oncertain ~~both~~other ~~observable~~assets, and ~~unobservable~~ ~~inputs~~certain other liabilities that are carried at fair value. ~~Observable~~We ~~inputs~~generally ~~reflect~~determine fair value using a market ~~data~~approach ~~obtained~~based ~~from~~on ~~independent~~quoted ~~sources~~prices of identical instruments, when available. ~~Unobservable~~When ~~inputs~~market ~~reflect~~quotes ~~our~~of identical instruments are not readily accessible or available, we determine fair value based on quoted market ~~assumptions~~prices of similar instruments. ~~These~~Nonperformance ~~two~~risk ~~types~~of counter-parties is considered in determining the fair value of ~~inputs~~derivative ~~create~~instruments in an asset position while the ~~following~~impact of our own credit standing is considered in determining the fair value ~~hierarchy:~~of our obligations.

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.

MILLIPORE FORM 10-Q

18 MILLIPORE FORM 10-Q

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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


Level 1:		Quoted prices for identical instruments in active markets.

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

Level 3:		Instruments whose significant value drivers are unobservable.

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

	October 3, 2009
	April 3, 2010
	Level 1		Level 2		Level 3		Balance
Assets
Cash equivalents	$	–	$	164,398	$	–	$	164,398
Cash equivalents1	$	–	$	107,166	$	–	$	107,166
Derivatives	$	–	$	~~825~~8,714	$	–	$	~~825~~8,714
Marketable securities1	$	1,068	$	–	$	–	$	1,068
Marketable securities2	$	1,317	$	–	$	–	$	1,317
Liabilities
Derivatives	$	–	$	202,~~134~~260	$	–	$	202,~~134~~260
Deferred compensation2	$	8,336	$	–	$	–	$	8,336
Deferred compensation3	$	11,283	$	–	$	–	$	11,283
	December 31, 2008
	December 31, 2009
	Level 1		Level 2		Level 3		Balance
Assets
Cash equivalents	$	–	$	99,438	$	–	$	99,438
Cash equivalents1	$	–	$	115,165	$	–	$	115,165
Derivatives	$	–	$	57,~~566~~574	$	–	$	57,~~566~~574
Marketable securities¹	$	912	$	–	$	–	$	912
Marketable securities2	$	1,128	$	–	$	–	$	1,128
Liabilities
Derivatives	$	–	$	43,~~754~~076	$	–	$	43,~~754~~076
Deferred compensation²	$	6,092	$	–	$	–	$	6,092
Deferred compensation3	$	8,794	$	–	$	–	$	8,794

1 ~~Relates~~Valued toat ~~investments~~their inending ~~marketable~~balances ~~securities~~as ~~associated~~reported ~~with~~by ~~certain~~the offinancial ~~our~~institution ~~non-qualified~~that ~~deferred~~hold ~~compensation~~our ~~plans~~cash equivalents, which ~~are~~approximates ~~included~~fair ~~in Other assets~~value.

2 Relates to ~~our~~investments ~~obligations~~in tomarketable ~~pay~~securities ~~benefits~~associated ~~under~~with certain of our non-qualified deferred compensation plans ~~and supplemental savings plan for senior executives~~, which are included in Other ~~liabilities~~assets.

Disclosures for assets and liabilities that are measured at fair value, but are not recognized and disclosed at fair value on a recurring basis, were required prospectively beginning January 1, 2009. During the nine months ended October 3, ~~2009,~~Relates ~~such measurements of fair value primarily related~~ to ~~the~~our ~~assets~~obligations ~~and liabilities acquired in connection with the acquisition of Guava and BioAnaLab and accrued expenses related~~ to ~~the~~pay ~~closure~~benefits ofunder certain ~~facilities.~~of ~~The~~our ~~net~~non-qualified ~~acquired~~deferred ~~identifiable~~compensation ~~tangible~~plans and ~~intangible~~supplemental ~~assets~~savings ~~and~~plan ~~liabilities~~for ~~that~~senior ~~were measured at fair value totaled approximately $24~~executives,~~655.~~ ~~Acquisition~~which ~~assets~~are ~~and liabilities were valued using the income and market valuation approaches. Inputs to the valuations~~ included ~~management’s~~in ~~cash~~Other ~~flow projections and observable inputs such as interest rates, cost of capital, and market comparable royalty rates~~liabilities.

~~Lease~~There ~~termination accruals~~ were ~~valued~~no ~~using~~assets ~~the~~or ~~income~~liabilities ~~valuation~~that ~~approach.~~were ~~Inputs~~measured toat ~~the~~fair ~~valuations~~value ~~included management’s~~on ~~assumptions~~a ~~regarding~~nonrecurring ~~sublease~~basis ~~income~~during asthe ~~well~~three months asended ~~observable~~April 3, ~~inputs such as rent obligations and interest rates~~2010.

~~The~~14. ~~following~~COSTS ~~table provides~~ASSOCIATED ~~information~~WITH byEXIT ~~level~~ACTIVITIES ~~for assets and liabilities that were measured at fair value on a nonrecurring basis during the nine months ended October 3, 2009:~~

	October 3, 2009
	Level 1		Level 2		Level 3
Acquisition assets, net	$	–	$	–	$	24,655
Lease termination closure accruals	$	–	$	–	$	(1,342	)

On September 10, 2008, we took actions to optimize the performance of our global supply chain and reduce our cost structure to improve operational efficiency. These actions were partly in response to the market conditions that caused revenue declines in our Bioprocess Division in 2008. These actions were also part of our long term strategy to further improve the

MILLIPORE FORM 10-Q 1915

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

15 efficiency of our global supply chain, primarily through consolidation of our manufacturing locations. ~~COSTS~~ ~~ASSOCIATED~~We ~~WITH~~have ~~EXIT~~substantially ~~ACTIVITIES~~completed this program as of April 3, 2010. We expect to complete this program in 2010 with the closing of one more facility and do not anticipate significant additional charges relating to this program going forward.

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

The following table summarizes expected, incurred, and remaining costs associated with these actions as of October 3, 2009:


	Severance and Retention Costs			Facility Exit and Lease Termination Costs			Accelerated Depreciation			Other Costs			Total
Expected costs	$	7,000		$	1,921		$	2,876		$	10,792		$	22,589
Costs incurred through 2009		(6,844	)		(1,506	)		(2,876	)		(9,234	)		(20,460	)
Costs incurred in the three months ended April 3, 2010		(41	)		(56	)		–			(531	)		(628	)
Remaining expected costs at April 3, 2010	$	115		$	359		$	–		$	1,027		$	1,501

	SeveranceandRetentionCosts			Facility Exitand LeaseTerminationCosts			AcceleratedDepreciation			OtherCosts			Total
Expected costs	$	12,593		$	3,174		$	5,367		$	8,437		$	29,571
Costs incurred in 2008		(5,656	)		–			(911	)		(2,372	)		(8,939	)
Costs incurred in the nine months ended October 3, 2009		(2,167	)		(1,484	)		(1,722	)		(4,907	)		(10,280	)
Remaining costs at October 3, 2009	$	4,770		$	1,690		$	2,734		$	1,158		$	10,352

The following table summarizes the accrual balances and utilization by cost type associated with these actions at April 3, 2010:

The following table summarizes the accrual balances and utilization by cost type associated with these actions at October 3, 2009:


	Severance and Retention Costs			Facility Exit and Lease Termination Costs			Accelerated Depreciation		Other Costs			Total
Balance at December 31, 2009	$	1,497		$	1,076		$	–	$	–		$	2,573
Expense		41			56			–		531			628
Payments/utilization		(453	)		(310	)		–		(531	)		(1,294	)
Foreign currency translation		(46	)		3			–		–			(43	)
Balance at April 3, 2010	$	1,039		$	825		$	–	$	–		$	1,864

	SeveranceandRetentionCosts			Facility Exitand LeaseTerminationCosts			AcceleratedDepreciation			Other Costs			Total
Balance at December 31, 2008	$	4,672		$	–		$	–		$	–		$	4,672
Expense		2,167			1,484			1,722			4,907			10,280
Payments/utilization		(2,998	)		(257	)		(1,722	)		(4,907	)		(9,884	)
Foreign currency translation		166			41			–			–			207
Balance at October 3, 2009	$	4,007		$	1,268		$	–		$	–		$	5,275

During the three months ended April 3, 2010, we recorded costs associated with these exit activities in our condensed consolidated statement of operations of $612, $14, and $2 in cost of revenues, selling, general and administrative expenses and research and development expenses, respectively.

During the three months ended October 3, 2009, we recorded costs associated with these exit activities in our condensed consolidated statement of operations of $1,958, $112, and $0 in cost of revenues; selling, general and administrative expenses; and research and development expenses, respectively15. NONCONTROLLING ~~During~~INTEREST the nine months ended October 3, 2009, we recorded costs associated with these exit activities in our condensed consolidated statement of operations of $9,639, $547, and $94 in cost of revenues, selling, general and administrative expenses and research and development expenses, respectively.

16On November 20, 2009, we acquired the remaining 60% ownership of our joint venture in India (the “India JV”) for $58,082 in cash. ~~NONCONTROLLING~~ ~~INTEREST~~Prior to November 20, 2009, we owned a 40% equity interest in our India JV which we consolidated as we determined that substantially all of the activities of the India JV involved us or were conducted on our behalf.

~~We have an equity investment in an India joint venture (the “India JV”) which is the primary distribution channel for our products into the Indian market~~16. CONTINGENCIES ~~The India JV is considered a variable interest entity. We are the primary beneficiary, and~~

20The ~~MILLIPORE~~proposed acquisition ~~FORM~~by Merck KGaA resulted in two putative shareholder class actions challenging the exchange have been filed in Massachusetts naming Millipore, Merck, Sub and certain officers and directors of Millipore as defendants. The first such case is Elliot v. Millipore Corporation, et al., No. 10-Q0853 (filed March 2, 2010) (“Elliot”), and the second such case is United Union of Roofers, Waterproofers and Allied Workers Local Union No. 8 v. Millipore Corporation et al., No. 10-0855 (filed March 4, 2010) (“United Union of Roofers”). The complaints, which are similar, allege claims for breach of fiduciary duty against the individual defendants and for aiding and abetting a breach of fiduciary duty against the

MILLIPORE FORM 10-Q

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

~~must~~corporate ~~therefore~~defendants. ~~consolidate~~The ~~the~~complaints ~~entity,~~seek ~~because~~equitable ofrelief ~~the~~including ~~existence~~an oforder anenjoining ~~option~~the ~~that~~exchange. ~~allows~~The uscomplaints togenerally ~~purchase~~allege ~~additional~~that ~~interests~~the consideration offered in the ~~India~~proposed JVtransaction is inadequate and ~~our~~the ~~assessment~~process through which the proposed transaction was approved was unfair. The plaintiff in United Union of Roofers has notified the Elliot parties that ~~substantially~~it ~~all~~intends to seek consolidation of the two actions. Millipore is defending the ~~activities~~lawsuit ofand along with the ~~India~~other JVdefendants ~~involve~~served usa ormotion ~~are~~to ~~conducted~~dismiss Elliot on ~~our~~April 26, ~~behalf~~2010.

We ~~have~~are ~~not~~also ~~made~~subject ~~contributions~~ to ~~fund~~a ~~the~~number ~~entity’s~~of ~~operations~~claims ~~since our~~and ~~initial~~legal ~~capital~~proceedings ~~contribution~~which, in ~~1986.~~the ~~Cash~~opinion ~~generated~~of ~~through~~our ~~operations~~management, ~~and~~are anincidental ~~operating~~to ~~bank~~our ~~facility~~normal ~~are~~business ~~the~~operations. ~~primary~~In ~~sources~~our opinion, although final settlement of ~~financing~~these ~~for~~suits ~~the~~and ~~entity.~~claims ~~Creditors~~may ofimpact ~~the~~our ~~India~~financial JVstatements ~~have~~in noa ~~recourse~~particular ~~against~~period, usthey are not expected to, in the ~~event~~aggregate, ofhave ~~non-payment~~a bymaterial ~~the India~~adverse JVeffect on our financial position, cash flows or results of operations.

~~The India JV contributed less than 2 percent of our consolidated revenues in the three and nine months ended October 3, 2009~~17. RECENT ~~Assets~~ACCOUNTING ~~and liabilities~~PRONOUNCEMENTS ~~of the India JV appearing in our condensed consolidated balance sheet as of October 3, 2009 consisted of the following:~~

Current assets	$	10,876
Non-current assets		3,033
Total assets	$	13,909
Current liabilities	$	3,417
Non-current liabilities		56
Total liabilities	$	3,473

In October 2009, the Emerging Issues Task Force (“the EITF”) reached consensus on an amendment to the accounting and disclosure requirements for revenue arrangements with multiple deliverables. The amendment eliminates the use of the residual method of allocation and requires, instead, that arrangement consideration be allocated, at the inception of the arrangement, to all deliverables based on their relative selling price. When applying the relative selling price allocation method, the selling price for each of the deliverables shall be determined using vendor-specific objective evidence (“VSOE”), if it exists, otherwise third-party evidence (“TPE”). If neither VSOE nor TPE exists, the amendment allows a vendor to use its best estimate of selling price. This amendment is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Alternatively, this amendment may be applied retrospectively to all periods presented. Earlier application is permitted as of the beginning of an entity’s fiscal year. We plan to adopt this amendment as of January 1, 2011 and do not believe this amendment will have a material effect on our consolidated financial statements.

~~17. CONTINGENCIES~~MILLIPORE FORM 10-Q 17

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

18. RECENT ACCOUNTING PRONOUNCEMENTS

In December 2008, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance amending the disclosure requirements of post retirement plan assets. The amendments require additional disclosures about postretirement benefit plan assets including: description of how investment allocation decisions are made; the major categories of plan assets; the inputs and valuation techniques used to measure the fair value of plan assets; the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period; and significant concentrations of risk within plan assets. This guidance is effective for financial statements issued for fiscal years ending after December 15, 2009. We are currently evaluating the disclosure implications of this guidance.

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for transfers of financial assets. This amendment eliminates the concept of qualifying special purpose entities for accounting purposes. This amendment limits the circumstances in which a financial asset, or a component of a financial asset, should be derecognized when the entire asset is not transferred, and establishes specific conditions for reporting the transfer of a portion of a financial asset as a sale. This amendment also requires enhanced disclosures about the transfer of financial assets and the transferor’s continuing involvement with transferred financial assets. This amendment is effective for financial statements issued for fiscal years beginning after November 15, 2009 and interim periods within those years. We are currently evaluating the effects that this amendment may have on our consolidated financial statements.

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (“VIE”) and the evaluation of when consolidation of a VIE is required. This amends the guidance

MILLIPORE FORM 10-Q 21

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

for determining whether an entity is a VIE and establishes an additional reconsideration event for assessing whether an entity is, or continues to be, a VIE. The amendment modifies the requirements for determining whether an entity is the primary beneficiary of a VIE and requires ongoing reassessments of whether an entity is the primary beneficiary. This amendment also enhances the disclosure requirements about an entity’s involvement with a VIE. This amendment is effective for financial statements issued for fiscal years beginning after November 15, 2009 and interim periods within those years. We are currently evaluating the effects that this amendment may have on our consolidated financial statements.

In October 2009, the Emerging Issues Task Force (“the EITF”) reached consensus on an amendment to the accounting and disclosure requirements for revenue arrangements with multiple deliverables. The amendment eliminates the use of the residual method of allocation and requires, instead, that arrangement consideration be allocated, at the inception of the arrangement, to all deliverables based on their relative selling price. When applying the relative selling price allocation method, the selling price for each of the deliverables shall be determined using vendor-specific objective evidence (“VSOE”), if it exists, otherwise third-party evidence (“TPE”). If neither VSOE nor TPE exists, the amendment allows a vendor to use their best estimate of selling price. This amendment is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Alternatively, this amendment may be applied retrospectively to all periods presented. Earlier application is permitted as of the beginning of an entity’s fiscal year. We are currently evaluating the effects that this amendment may have on our consolidated financial statements.

22 MILLIPORE FORM 10-Q

PART I

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

Basis of Presentation

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Condensed Consolidated Financial Statements and related notes thereto and other financial information included elsewhere in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, ~~2008~~2009. ~~Our~~We ~~interim~~will ~~fiscal~~also ~~quarters~~be ~~end on~~disclosing ~~the~~certain ~~thirteenth~~non-GAAP ~~Saturday~~information ofin ~~each~~the ~~quarter.~~Management’s ~~Since~~Discussion ~~our~~and ~~fiscal~~Analysis. ~~year-end~~A isreconciliation ~~December 31,~~of ~~the~~our ~~first~~GAAP financial ~~and~~measures ~~fourth~~to ~~fiscal~~our ~~quarters~~non-GAAP ~~may~~financial ~~not~~measures ~~consist~~and ofinformation ~~precisely~~about ~~thirteen~~the ~~weeks.~~use ~~The~~of ~~third~~non-GAAP ~~fiscal~~measures ~~quarters~~begins ofon ~~2009~~page ~~and~~28 ~~2008~~under ~~ended~~the onheading ~~October 3,~~“Use ~~2009~~of ~~and September 27,~~Non-GAAP ~~2008,~~Financial ~~respectively~~Measures.”

~~The~~Our ~~year-over-year~~interim ~~comparisons~~fiscal ofquarters ~~our~~end ~~operating~~on ~~results for~~ the ~~nine~~thirteenth ~~months~~Saturday ~~ended October 3, 2009 reflected the favorable effect~~ of ~~having~~each 94quarter. ~~days~~Since in our ~~first~~fiscal ~~quarter~~year-end ~~ended~~is ~~April~~December 431, ~~2009 versus 89 days in~~ the first ~~quarter ended March 29, 2008. The effect cannot be precisely quantified in either dollar or percentage terms~~ and ~~average~~fourth ~~daily revenues~~fiscal ~~and~~quarters ~~related costs are~~ may not ~~meaningful~~consist ~~measures~~ of ~~our~~precisely ~~operating~~thirteen ~~results~~weeks. The ~~positive~~first ~~impact~~fiscal quarters of ~~these~~2010 ~~extra~~and ~~days~~2009 ~~will~~ended beon ~~offset~~April 3, in2010 ~~the~~and ~~fourth~~April 4, ~~quarter~~2009, ~~when we will have six fewer days in the quarter this year compared to last year~~respectively.

Effective January 1, 2009, we adopted new accounting standards for noncontrolling interests and convertible debt that may be settled in cash upon conversion. These changes in accounting rules required retrospective adjustments to prior period financial statements to conform with current accounting treatment.

General Overview

WeMillipore ~~are~~is a global leader in the life science. Wetools ~~provide~~market. ~~innovative~~Together ~~products,~~with ~~services and solutions that help~~ our ~~academic~~customers, ~~biotechnology~~we ~~and~~help ~~pharmaceutical~~to ~~customers~~ advance ~~their~~the research, development, and production. ~~They~~of ~~use~~drugs. ~~our~~Our innovative products and services toare ~~increase~~used ~~their~~to ~~speed~~support ~~and~~life toscience ~~improve~~research, ~~their~~drug ~~consistency~~discovery, ~~while~~process ~~reducing costs in~~development, ~~laboratory~~drug ~~applications~~manufacturing, and inquality ~~biopharmaceutical manufacturing~~assurance. ~~Our~~We ~~extensive~~help ~~technical~~customers ~~expertise~~to ~~and~~improve ~~applications~~laboratory ~~knowledge~~productivity ~~give~~and uswork ~~the~~flows, ~~unique~~prioritize ~~ability~~potential todrugs, ~~engage~~optimize inmanufacturing ~~peer-to-peer~~productivity, ~~discussions~~and ~~with~~support ~~scientists~~commercial toscale ~~confront challenging human health issues~~manufacturing.

We ~~have~~manage our business globally and are organized in two operating divisions. Our Bioscience Division provides products and technologies ~~that~~to ~~improve~~support ~~laboratory~~life ~~productivity~~science research and ~~work~~development ~~flows for life science research~~activities. Our Bioprocess Division ~~helps~~provides ~~pharmaceutical~~products and ~~biotechnology~~services ~~companies~~to ~~develop~~support ~~their~~pharmaceutical ~~manufacturing processes, optimize their manufacturing productivity,~~ and ~~ensure~~biotechnology ~~the quality of their drugs~~manufacturing.

WeThe ~~provide~~breadth of our product offering and our global scale make us a ~~wide~~strategic ~~range~~supplier ofto ~~products~~the life science industry and ~~services~~provide tous awith ~~variety~~access ofto ~~customers~~many ~~around~~different segments of the ~~world~~market. WeOur doproducts ~~not~~and ~~rely~~services onare ~~any~~primarily ~~single~~used ~~business~~by a diverse, ~~market~~global orcustomer ~~economy~~base including biotechnology and pharmaceutical companies, academic institutions, and ~~the~~research ~~breadth~~ laboratories. In addition, we derive most of our revenues from consumable products. ~~and~~These ~~services~~attributes ~~allows~~allow us to target growth on a number of dimensions and make our business less susceptible to economic downturns.

~~The~~PROPOSED ~~following~~TRANSACTION ~~table~~WITH ~~sets~~MERCK ~~forth~~KGaA ~~revenues derived from the Bioprocess and Bioscience divisions as a percentage of our total revenues.~~

	Three Months Ended				Nine Months Ended
	October 3, 2009		September 27, 2008		October 3, 2009		September 27, 2008
Bioprocess	57	%	56	%	56	%	55	%
Bioscience	43	%	44	%	44	%	45	%
Total	100	%	100	%	100	%	100	%

On February 28, 2010, we entered into a definitive agreement under which Concord Investments Corp., a fully owned subsidiary of Merck KGaA, will acquire all outstanding shares of our common stock for $107 per share in cash. This business combination will create a world-class partner for the Life Science sector with significant businesses in high-margin specialty products and an attractive growth profile.

~~MILLIPORE~~Through ~~FORM~~the 10date of this filing, Millipore announced key milestones relating to the proposed transaction, including: the transaction was approved by the boards of directors of both companies; the waiting period required under the Hart-QScott-Rodino 23Antitrust Improvements Act expired; the Special Shareholder’s Meeting to vote on the proposed transaction will take place on June 3, 2010; and the Company filed its definitive proxy with the Securities and Exchange Commission. The proposed transaction is expected to be completed in the early part of the third quarter of 2010.

MILLIPORE FORM 10-Q

PART I

~~The~~During ~~composition~~the three months ended April 3, 2010, we recorded $2.3 million of costs consisting primarily of legal and regulatory fees associated with this proposed transaction in our ~~geographic~~condensed ~~revenues~~consolidated isstatement of operations as ~~follows:~~selling, general and administrative expenses.

	Three Months Ended				Nine Months Ended
	October 3, 2009		September 27, 2008		October 3, 2009		September 27, 2008
Americas	40	%	41	%	41	%	38	%
Europe	41	%	42	%	40	%	44	%
Asia/Pacific	19	%	17	%	19	%	18	%
Total	100	%	100	%	100	%	100	%

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


	Three Months Ended
	April 3, 2010		April 4, 2009
Bioprocess	56	%	56	%
Bioscience	44	%	44	%
Total	100	%	100	%

The following table sets forth the composition of our revenues by geography.


	Three Months Ended
	April 3, 2010		April 4, 2009
Americas	41	%	40	%
Europe	36	%	40	%
Asia/Pacific	23	%	20	%
Total	100	%	100	%

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

	Bioprocess				Bioscience				Consolidated
	Three Months Ended				Three Months Ended				Three Months Ended
	October 3, 2009		September 27, 2008		October 3, 2009		September 27, 2008		October 3, 2009		September 27, 2008
	April 3,2010		April 4,2009		April 3,2010		April 4,2009		April 3,2010		April 4,2009
Reported growth	612	%	56	%	215	%	8(1	)%	414	%	63	%
Deduct/(add):
Less: Foreign currency translation	3	%	(7	)%	6	%	(7	)%	5	%	(7	)%
Foreign currency translation	(2	)%	5	%	(2	)%	4	%	(3	)%	4	%
Acquisition	–	%	–	%	–	%	1	%	–	%	1	%
Acquisitions	–		–		–		–		–		–
Organic growth	9	%	13	%	9	%	5	%	9	%	9	%
Organic growth	8	%	–		4	%	4	%	7	%	2	%
	Bioprocess				Bioscience				Consolidated
	Nine Months Ended				Nine Months Ended				Nine Months Ended
	October 3, 2009		September 27, 2008		October 3, 2009		September 27, 2008		October 3, 2009		September 27, 2008
Reported growth	4	%	2	%	(1	)%	13	%	2	%	7	%
Deduct/(add):
Foreign currency translation	(5	)%	6	%	(6	)%	7	%	(6	)%	7	%
Acquisitions	–		–		2	%	–		1	%	–
Organic growth	9	%	(4	)%	3	%	6	%	7	%	–

Consolidated revenues of $~~411~~463.90 million for the three months ended ~~October~~April 3, ~~2009~~2010 increased $1655.9 1 million, or 414 percent, versus the prior year comparable period. ~~The~~Adjusting ~~revenue~~for ~~increase~~a ~~included~~5 anpercentage ~~unfavorable~~point ~~foreign~~favorable ~~currency translation~~ effect offrom 3foreign ~~percentage~~currency ~~points. Adjusting for this item~~translation, our consolidated revenues for the three months ended ~~October~~ April 3, ~~2009~~2010 grew 79 percent. ~~versus~~We delivered strong revenue growth as we benefited from the ~~prior~~contribution ~~year~~of ~~comparable~~new ~~period~~products and a strengthening economic environment. ~~Changes~~Our inresults ~~product~~were ~~pricing~~well-balanced ~~had~~between both divisions. From a geographic ~~slightly~~perspective, ~~positive~~we ~~effect~~generated ondouble-digit ~~the~~revenue growth in North America and Asia. Our Bioscience Division revenue growth was attributable to higher laboratory instrumentation sales and increased demand from pharmaceutical customers, two areas which rebounded from last year~~-over-year~~. ~~comparison~~Bioprocess Division revenue growth was primarily the result of continued higher spending by our biotechnology customers.

~~The~~MILLIPORE ~~revenue~~FORM ~~growth~~10-Q was primarily attributable to higher spending levels this year by our Bioprocess Division’s large biotechnology customers whose purchases of our products were more aligned with their manufacturing campaigns than last year. Strong demand for our products used to manufacture the H1N1 flu vaccine also contributed to our Bioprocess revenue growth. The Bioscience Division revenue growth was primarily attributable to higher sales of protein research products and increased demand for our laboratory water consumables and services and multiplex immunoassay products. Revenue growth in the Bioscience Division continued to be affected by weak spending from our large pharmaceutical customers as they rationalize their drug pipelines, reassess their research priorities, and focus on integrating acquisitions. Weakness in the global economy continued to lower demand for our laboratory instrumentation products. 19

24 MILLIPORE FORM 10-Q

PART I

~~Our~~Operating ~~year-over-year~~profit ~~revenue~~increased ~~growth~~to ~~during~~$88.1 ~~the~~million ~~current~~for ~~economic~~the ~~environment~~three ~~reflects~~months ~~the~~ended ~~resiliency~~April 3, of2010 ~~our~~from ~~business model~~$71.3 ~~Approximately~~million ~~ninety~~in ~~percent~~the ofprior ~~our~~year ~~revenues~~comparable period. Higher ~~are~~revenues, ~~derived~~favorable impact from ~~consumable~~changes ~~products~~in ~~and~~foreign ~~services~~currency exchange rates, ~~which~~and ~~are~~lower ~~less~~costs ~~affected~~related byto the ~~contraction~~global ofsupply ~~our~~chain ~~customers’~~initiatives ~~capital~~were ~~spending~~the primary drivers of the increase. ~~Our~~This ~~business~~profit isexpansion ~~well~~enabled ~~diversified~~us ~~across~~to ~~end-markets,~~continue to invest in research and development in accordance with our innovation strategy and absorb the effects of an unfavorable product ~~lines,~~mix and ~~geographies~~higher employee-related costs. ~~This~~Our ~~diversity~~gross ~~provides~~margin ~~us important~~increased ~~balance~~to ~~and~~56 ~~flexibility~~percent infor ~~managing~~the ~~our~~three ~~business~~months ended April 3, ~~especially~~2010 ~~during~~from ~~these~~55 ~~challenging~~percent in ~~times~~the prior year comparable period.

~~Operating~~Diluted ~~profit~~GAAP and non-GAAP earnings per share (“EPS”) were $0.99 and $1.21, respectively, for the three months ended ~~October~~ April 3, ~~2009~~2010 ofand increased by $630.104 ~~million~~and ~~increased~~ $30.~~4 million~~15, ~~or 6 percent~~respectively, versus the prior year comparable period. ~~Operating~~(Please see our non-GAAP reconciliation which begins on page 28.) Higher operating profit ascontributed to higher GAAP EPS, which was offset by a ~~percent~~higher tax rate in the current period and the absence this year of ~~revenues~~the $8.5 million non-taxable gain resulting from our Guava business acquisition. Diluted EPS was 15also ~~percent~~adversely inimpacted ~~both~~by ~~periods~~shares issuable upon conversion of the 3.75 ~~The~~percent ~~favorable~~convertible ~~effects~~notes becoming dilutive as a result of ~~foreign~~the ~~currency~~increase ~~translation~~in ~~and product~~our ~~pricing~~stock ~~were~~price ~~offset~~during bythe ~~increased~~three ~~incentive~~months ~~compensation~~ended ~~costs~~April 3, 2010 and ~~investments~~an increase in ~~research~~dilution ~~and~~of ~~development~~stock-based compensation awards.

~~Diluted~~Free ~~earnings~~cash ~~per~~flow ~~share (“EPS”)~~is ofan important operating metric that we define as net cash provided by operating activities less additions to property, plant and equipment. We generated $076.717 inmillion of free cash flow for the three months ended ~~October~~April 3, ~~2009~~2010, ~~increased~~a ~~$0.03~~12 ~~from~~percent increase over the prior year comparable period. ~~largely~~This ~~because~~growth ofwas ~~higher~~primarily ~~operating~~attributable ~~profit.~~to ~~The~~a ~~positive~~significant ~~effect~~improvement ofin ~~interest~~our ~~expense~~inventory ~~attributable~~management toas a ~~debt~~result ~~repayment~~of ~~was offset~~our byworking acapital ~~higher~~initiatives. ~~income~~Over ~~tax~~the ~~provision~~past ~~caused~~year, bywe ahave ~~higher~~lowered ~~proportion~~our days of ~~current~~inventory ~~year~~outstanding ~~pre-tax~~from ~~income~~129 indays ~~the~~at ~~United~~April 4, ~~States~~2009 to 109 days at April 3, 2010.

We generated $286.9 million of operating cash flows for the nine months ended October 3, 2009, which was an increase of $98.0 million, or 52 percent, versus the prior year comparable period. Operating cash flow generation benefited both from improved operating leverage and working capital management. Through our working capital initiatives, we improved payment terms with customers and suppliers, enhanced our customer collection and supplier payment processes, and are meeting customers’ delivery expectations while carrying less inventory. Each of these factors contributed to the higher operating cash flow levels generated in 2009, which enables us to invest more in marketing programs and research and development activities, invest in new businesses, and continue to pay down our debt.

Results of Operations

REVENUES

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

	Three Months Ended						~~Nine Months Ended~~
($ in millions):	~~October~~April 3, ~~2009~~2010		~~September~~April 274, ~~2008~~2009		Growth		~~October 3, 2009~~		~~September 27, 2008~~		~~Growth~~
Bioprocess	$	~~233~~258.93	$	~~220~~230.90	612	%	$	~~693.8~~	$	~~667.3~~	4	%
Bioscience		~~178~~204.07		~~174~~177.19	215	%		~~534.6~~		~~538.1~~	(1	)%
Total	$	~~411~~463.90	$	~~395~~407.09	414	%	$	~~1,228.4~~	$	~~1,205.4~~	2	%

Bioprocess Division

Bioprocess revenues of $~~233~~258.93 million for the three months ended ~~October~~April 3, ~~2009~~2010 increased $1328.03 million, or 612 percent, versus the prior year comparable period. Excluding ~~Foreign~~the favorable effect of foreign currency translation, ~~had~~Bioprocess arevenues 2increased ~~percentage~~9 percent. The revenue growth was primarily attributable to higher sales of our downstream bioprocessing products used in biopharmaceutical manufacturing, ~~points~~which ~~adverse~~was ~~effect~~a onresult of the ~~year-over-year~~following: ~~growth.~~higher ~~Adjusting~~spending levels by our North America biotechnology customers as these customers are accelerating their production of monoclonal antibodies; increased revenues related to disposable manufacturing as companies continue to migrate to single use, disposable technologies that eliminate the need for ~~this~~cleaning ~~item~~and sterilization, ~~Bioprocess~~thus shortening the time between processing runs; and higher revenues ~~increased~~in 8Asia, ~~percent~~particularly in China and Singapore, due to biotechnology industry growth in the ~~three~~region ~~months~~and ~~ended~~more ~~October 3,~~stringent ~~2009~~regulatory compliance standards in China.

20 MILLIPORE FORM 10-Q 25

PART I

The revenue growth was primarily attributable to higher sales of our downstream bioprocessing products used in biopharmaceutical manufacturing. This was the result of higher spending levels by our large biotechnology customers. Our large biotechnology customers’ spending levels in the prior year comparable period were adversely affected by a reduction in their rate of monoclonal antibody production as a result of their evaluation of market demand for their products, and their efforts to lower their costs and to improve their working capital positions. Additionally, Bioprocess revenues increased from sales of products used in the H1N1 flu vaccine production, which we expect to continue through the remainder of 2009. To a lesser extent, the Bioprocess revenue increase was the result of continued growth in process monitoring tools products. Demand ~~is increasing~~ for ~~our~~ on-site testing products, particularly our disposable NovaSeptum® products, continued to increase, as drug companies ~~collect~~are ~~and~~adopting disposable ~~test~~sampling ~~more~~technology ~~samples~~ to monitor contamination earlier in the drug manufacturing process. ~~Partially offsetting these increases was a decline in our upstream bioprocessing products resulting from lower than expected end market demand.~~

Bioprocess revenues of $693.8 million for the nine months ended October 3, 2009 increased $26.5 million, or 4 percent, versus the prior year comparable period. The increase included an unfavorable foreign currency translation effect of 5 percentage points. Adjusting for this item, Bioprocess revenues increased 9 percent in the nine months ended October 3, 2009. This was primarily the result of higher spending levels by our large North American biotechnology customers. Bioprocess revenues also increased because of sales of products used in vaccine production and strong growth in China and Singapore.

Bioscience Division

Bioscience revenues of $~~178~~204.07 million for the three months ended ~~October~~April 3, ~~2009~~2010 increased $326.98 million, or 215 percent, versus the prior year comparable period. Excluding ~~The~~the ~~increase~~favorable ~~included~~effect anof ~~unfavorable~~ foreign currency translation, ~~effect~~Bioscience ofrevenues 2increased ~~percentage~~9 percent. The division’s revenue growth benefited from increased spending from pharmaceutical customers and higher sales of laboratory ~~points~~instrumentation products. ~~Adjusting~~These ~~for~~two ~~this~~areas ~~item,~~were ~~Bioscience~~weak ~~revenues~~last ~~for~~year and benefited from an improving economic environment in the three months ended ~~October~~April 3, ~~2009~~2010, ~~grew~~particularly 4in ~~percent~~North ~~versus~~America ~~the~~and ~~prior~~Asia. ~~year~~Bioscience ~~comparable~~revenue ~~period~~growth was also attributable to successful new product launches and a $3.3 million revenue from a technology license.

The revenue growth was primarily attributable to higher sales of protein research products, multiplex immunoassay products, and laboratory water consumables and services. Revenue growth in the Bioscience Division continued to be affected by weak spending by our large pharmaceutical customers as they rationalize their drug pipelines, reassess their research priorities, and focus on integrating acquisitions. Weakness in the global economy continued to lower demand for our laboratory instrumentation products. We expect these trends to continue until economic conditions improve, at least through the remainder of the year.

Bioscience revenues of $534.6 million for the nine months ended October 3, 2009 decreased $3.5 million, or 1 percent, versus the prior year comparable period. The decrease included an unfavorable foreign currency translation effect of 6 percentage points and a 2 percentage points favorable effect from the Guava acquisition. Adjusting for these items, Bioscience revenues for the nine months ended October 3, 2009 grew 3 percent versus the prior year comparable period. Similar business dynamics affecting our revenue growth in the three months ended October 3, 2009 also affected the nine-month period.

26 MILLIPORE FORM 10-Q

PART I

REVENUES BY GEOGRAPHY

~~The~~Revenues ~~following table sets forth revenues~~ and the percent of revenue growth by geography, as compared with the prior year., are summarized in the table below:

	Three Months Ended						~~Nine Months Ended~~
($ in millions):	~~October~~April 3, ~~2009~~2010		~~September~~April 274, ~~2008~~2009		Growth		~~October 3, 2009~~		~~September 27, 2008~~		~~Growth~~
Americas	$	~~165~~188.69	$	~~159~~165.92	414	%	$	~~499.5~~	$	~~459.5~~	9	%
Europe		166.97		~~166~~162.79	–2	%		~~493.2~~		~~527.3~~	(6	)%
Asia/Pacific		79107.4		6879.48	1635	%		~~235.7~~		~~218.6~~	8	%
Total	$	~~411~~463.90	$	~~395~~407.09	414	%	$	~~1,228.4~~	$	~~1,205.4~~	2	%

~~The~~Reported ~~following tables set forth reported~~ and organic ~~revenue~~ growth rates by geography, as compared with the prior year., are summarized below:

	Americas				Europe				Asia/Pacific
	Three Months Ended				Three Months Ended				Three Months Ended
	October 3, 2009		September 27, 2008		October 3, 2009		September 27, 2008		October 3, 2009		September 27, 2008
	April 3,2010		April 4,2009		April 3,2010		April 4,2009		April 3,2010		April 4,2009
Reported growth	414	%	613	%	–2	%	6(5	)%	1635	%	101	%
Deduct/(add):
Less: Foreign currency translation	–		(1	)%	7	%	(16	)%	7	%	2	%
Foreign currency translation	(2	)%	1	%	(6	)%	8	%	6	%	7	%
Acquisition	–		1	%	–		1	%	–		–
Organic growth	614	%	513	%	6(5	)%	(210	)%	1028	%	3(1	)%
	Americas				Europe				Asia/Pacific
	Nine Months Ended				Nine Months Ended				Nine Months Ended
	October 3, 2009		September 27, 2008		October 3, 2009		September 27, 2008		October 3, 2009		September 27, 2008
Reported growth	9	%	(5	)%	(6	)%	16	%	8	%	16	%
Deduct/(add):
Foreign currency translation	(1	)%	1	%	(12	)%	12	%	2	%	10	%
Acquisition	1	%	–		1	%	–		1	%	–
Organic growth	9	%	(6	)%	5	%	4	%	5	%	6	%

From a geographic perspective, ~~revenues~~reported revenues increased in all regions, $523.7 million in the Americas, ~~remained~~$3.8 ~~flat~~million in Europe, and ~~increased~~ $1127.06 million in Asia/Pacific, during the three months ended ~~October~~April 3, ~~2009~~2010 versus the prior year comparable period. Excluding the effects of foreign currency translation, revenues increased 614 percent in the Americas, ~~increased~~decreased 6 5 percent in Europe, and increased 1028 percent in Asia/Pacific. The increase in the Americas was primarily the result of higher spending by our ~~large~~Bioprocess biotechnology customers and inBioscience ~~North~~pharmaceutical ~~America~~customers ~~and~~as ~~incremental~~well ~~revenues~~as the $3.3 million revenue from ~~protein~~a ~~research~~technology ~~products~~license. The ~~increase~~ decrease in Europe was primarily ~~driven~~attributable byto ageneral ~~significant~~economic ~~increase~~conditions ~~in sales of our products used in the H1N1 flu vaccine production~~ and ~~stronger overall demand from our large biotechnology customers this year. In~~ the ~~comparable~~timing ~~period last year, some~~ of ~~these customers delayed their expansion plans and reduced their inventory~~ purchases inby ~~response~~certain tolarger ~~a slower economy in the region~~Bioprocess customers. The increase in Asia/Pacific was primarily driven by revenue growth in our downstream bioprocessing products asin ~~a result~~China ofand ~~successful~~Singapore ~~market~~and ~~penetration~~higher Bioscience revenues in ~~China~~Japan ~~and~~as ~~continued~~the ~~biotechnology~~economy ~~investments~~began into ~~Singapore~~improve.

~~During~~MILLIPORE ~~the~~FORM ~~nine~~10-Q months ended October 3, 2009, revenues increased $40.0 million in the Americas, decreased $34.1 million in Europe, and increased $17.1 million in Asia/Pacific versus the prior year comparable period. Excluding the effects of foreign currency translation and the Guava acquisition, revenues increased 9 percent in the Americas, 5 percent in Europe, 21

MILLIPORE FORM 10-Q 27

PART I

and 5 percent in Asia/Pacific. The increase in the Americas was primarily the result of increased spending this year by our large biotechnology customers in North America. The increase in Europe was primarily driven by sales of our downstream bioprocessing and process monitoring products attributable to higher levels of flu vaccine production and the higher demand for our on-site testing products. Protein research products and laboratory water consumable products and services also contributed to the year over year growth. The increase in Asia/Pacific was primarily driven by sales of our downstream bioprocessing and process monitoring tools, which was offset by weak economic conditions in Japan and India and the timing of non-recurring capital investments by certain customers in the region last year. We continued to experience strong revenue growth in China and Singapore.

GROSS PROFIT MARGIN

	Three Months Ended						~~Nine Months Ended~~
($ in millions):	~~October~~April 3, ~~2009~~2010			~~September~~April 274, ~~2008~~2009			~~October 3, 2009~~			~~September 27, 2008~~
Gross profit	$	~~223~~259.64		$	~~209~~223.23		$	~~675.9~~		$	~~647.5~~
Gross profit margin		5456	%		5355	%		55	%		54	%

Gross profit increased $1436.41 million, or 716 percent, ~~and increased $28.4 million, or 4 percent, in the three and nine months ended October 3, 2009, respectively,~~ versus the prior year comparable ~~periods~~period. Gross profit margin improved from 5355 percent of revenues ~~for~~last ~~the~~year ~~three months ended September 27, 2008~~ to 5456 percent of revenues this year. The primary drivers of the increase in gross profit margin were favorable foreign currency, a decrease in inventory write-offs due to our working capital improvement actions implemented last year, lower costs associated with our global supply chain initiatives, ~~favorable~~ ~~foreign currency translation,~~ and a ~~favorable~~slight impact from price ~~impact~~increases. ~~These~~The ~~effects~~favorable ~~were~~foreign ~~offset~~currency byimpact anwas ~~unfavorable~~primarily the ~~product~~result ~~mix~~of ina ~~our~~weaker ~~Bioprocess Division~~U.S. ~~The~~dollar, ~~Bioprocess~~versus ~~product~~the ~~mix~~prior ~~reflected~~year ~~increased~~comparable ~~sales~~period. ofGenerally, ~~lower~~when ~~margin~~the ~~chromatography~~Japanese ~~media~~Yen ~~and~~strengthens ~~hardware~~against ~~products~~the U.S. dollar and ~~reduced~~Euro, ~~sales~~our ofgross ~~higher~~profit margin ~~cell~~is ~~culture~~favorably ~~supplement~~impacted ~~products.~~because ~~Costs~~substantially ~~associated~~all ~~with~~of our manufacturing ~~global~~activities ~~supply~~are ~~chain~~in ~~initiatives~~the ~~decreased~~United ~~$3.6~~States, ~~million~~Ireland, ~~this~~and ~~year~~France. ~~from~~We ~~the~~incurred ~~comparable~~charges ~~period~~associated ~~last~~with ~~year.~~our ~~Amortization~~global ofsupply ~~acquired~~chain ~~intangible~~initiatives ~~assets~~amounting ~~was~~to $20.16 million and $23.43 million in the three months ended ~~October~~April 3, ~~2009~~2010 and ~~September~~April 274, 2009, ~~2008~~respectively. By the end of fiscal year 2010, ~~respectively~~we expect to complete these initiatives by incurring approximately $1.5 million of planned additional costs.

~~Gross~~These ~~profit margin improved from 54 percent of revenues for the nine months ended September 27, 2008 to 55 percent of revenues this year. The primary drivers of the increase in gross profit margin were~~ favorable ~~foreign~~effects ~~currency translation, a favorable price impact, and operational improvements. These factors~~ were ~~partially~~partly offset by an unfavorable ~~Bioprocess Division~~ product mix; ~~higher~~in ~~incentive compensation costs; acquisition inventory fair market value adjustments; lower manufacturing volumes and inventory write-downs that were partially the result of~~ our ~~focus~~upstream onbioprocessing ~~working~~products ~~capital reduction. Amortization of acquired intangible assets was $6.1 million~~ and, ~~$7.1~~to ~~million~~a inlesser ~~the nine months ended October 3~~extent, ~~2009~~higher salary and ~~September 27, 2008, respectively~~facility costs.

In September 2008, we announced the second phase of our global supply chain initiative, which is part of our long term strategy to further improve the efficiency of our global supply chain. Including charges associated with this second phase, we expect to incur approximately $12 million of additional costs related to our global supply chain initiatives in 2009. We incurred charges associated with our global supply chain initiatives of $2.2 million and $10.5 million for the three and nine months ended October 3, 2009, respectively. We incurred charges associated with our global supply chain initiatives of $5.8 million, and $9.7 million, for the three and nine months ended September 27, 2008, respectively.

28 MILLIPORE FORM 10-Q

PART I

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

	Three Months Ended						~~Nine Months Ended~~
($ in millions):	~~October~~April 3, ~~2009~~2010			~~September~~April 274, ~~2008~~2009			~~October 3, 2009~~			~~September 27, 2008~~
Selling, general and administrative expenses	$	~~131~~141.21		$	~~124~~126.08		$	~~388.7~~		$	~~384.0~~
Percentage of revenues		3230	%		31	%		32	%		32	%

Selling, general and administrative (“SG&A”) expenses increased $714.23 million, or 611 percent, ~~and $4.7 million, or 1 percent, in the three and nine months ended October 3, 2009, respectively,~~ versus the prior year comparable ~~periods~~period. Excluding the adverse effect of foreign currency translation, SG&A expenses increased $910.72 million, or 8 ~~percent,~~ ~~and $21.8 million, or 6~~ percent~~, in the three and nine months ended October 3, 2009, respectively, versus the prior year comparable periods~~. ~~For~~The ~~both~~increase ~~periods,~~was ~~the~~primarily ~~primary~~attributable to ~~drivers of the~~ increased ~~SG&A~~employee-related ~~expenses~~costs ~~were~~driven ~~increased incentive~~by: ~~compensation~~salary increases; higher ~~stock-based~~incentive compensation; ~~the inclusion of acquisition and related integration~~ costs ~~this year~~; and ~~the~~higher ~~recognition~~costs ~~of a curtailment gain of $2.7 million~~ related to our ~~post~~non-~~retirement~~employee ~~benefit~~director ~~plan~~deferred incompensation ~~the~~plan ~~prior~~resulting ~~year comparable~~from ~~period.~~an ~~These~~increase ~~increases~~in ~~were~~the ~~partially~~Millipore ~~offset~~stock ~~by lower amortization expense~~price. Additionally, ~~Amortization~~acquisition ~~expense~~and related tointegration ~~acquired~~expenses ~~intangible~~increased ~~assets~~due ~~was~~to ~~$12.4~~the ~~million~~proposed ~~and~~acquisition ~~$36~~by Merck KGaA.6 ~~million,~~Amortization inexpense for the three ~~and nine~~ months ended ~~October~~April 3, ~~2009, respectively,~~2010 ~~versus~~affecting SG&A was $1311.5 million ~~and~~versus $4012.40 million in the prior year comparable ~~periods~~period. ~~We expect 2009 full year amortization of intangible assets affecting SG&A to be approximately $49 million compared with $53.7 million in 2008.~~

RESEARCH AND DEVELOPMENT EXPENSES

	Three Months Ended						~~Nine Months Ended~~
($ in millions):	~~October~~April 3, ~~2009~~2010			~~September~~April 274, ~~2008~~2009			~~October 3, 2009~~			~~September 27, 2008~~
Research and development expenses	$	2930.31		$	25.42		$	~~83.7~~		$	~~76.6~~
Percentage of revenues		76	%		6	%		7	%		6	%

~~Research~~22 ~~and~~MILLIPORE ~~development~~FORM (“R&D”) expenses increased $3.9 million, or 15 percent, and $7.1 million, or 9 percent, for the three and nine months ended October 3, 2009, respectively, versus the prior year comparable periods. Excluding the effect of foreign currency translation, R&D expenses increased $4.3 million, or 17 percent, and $9.3 million, or 12 percent, in the three and nine months ended October 3, 2009, respectively, versus the prior year comparable periods. For both periods, the increases were primarily the result of increased incentive compensation expense, the timing of project spending, strategic investments and payments to third10-party technology partners to support innovation, and the inclusion this year of Guava R&D expenses. Our strategy is to enhance our internal R&D capabilities through investments in technology collaborations and license arrangements that will help us to develop innovative new products and capture greater value for our customers. Q

INTEREST INCOME/EXPENSE

	Three Months Ended						Nine Months Ended
($ in millions):	October 3, 2009			September 27, 2008 (As adjusted)			October 3, 2009			September 27, 2008 (As adjusted)
Interest income	$	0.2		$	0.2		$	0.6		$	0.6
Interest expense	$	14.5		$	17.4		$	43.6		$	53.8
Average interest rate during the period		6.0	%		6.1	%		5.7	%		6.0	%

MILLIPORE FORM 10-Q 29

PART I

~~Interest~~Research ~~expense~~and ~~decreased~~development ~~$2.9~~(“R&D”) ~~million,~~expenses orincreased ~~16 percent, and~~ $104.29 million, or 19 percent, ~~for the three and nine months ended October 3, 2009, respectively,~~ versus the prior year comparable ~~periods~~period. ~~The~~Excluding ~~decreases were primarily~~ the ~~result~~adverse effect of ~~lower~~foreign ~~overall~~currency ~~debt~~translation, ~~balances~~R&D asexpenses weincreased ~~continued~~$4.5 ~~to repay our debt and~~million, toor a18 ~~lesser~~percent. ~~extent,~~The ~~lower~~increase ~~base~~was ~~rates~~primarily ~~under~~attributable ~~our~~to ~~revolver~~increased ~~borrowings.~~employee-related ~~Our~~costs ~~adoption~~driven ~~of the~~by ~~new~~salary ~~accounting~~increases, ~~standard~~higher ~~for~~incentive ~~convertible~~compensation ~~debt~~costs, ~~that~~and ~~may~~increased headcount. beAdditionally, ~~settled~~technology inpartner ~~cash~~payments ~~upon~~have ~~conversion~~increased ~~added~~as ~~non-cash~~a ~~interest~~result ~~expense~~ of ~~$3.7~~our ~~million~~strategy ~~and~~to ~~$10.9~~enhance ~~million,~~our ~~for~~internal ~~the~~R&D ~~three~~capabilities ~~and~~through ~~nine~~technology ~~months~~collaborations ~~ended~~and ~~October 3,~~license ~~2009,~~arrangements ~~respectively,~~with ~~and~~third $3parties.5 ~~million and~~We ~~$10.2~~expect ~~million~~2010 ~~for~~full ~~the~~year R&D ~~three~~expenses ~~and~~to ~~nine~~be ~~months~~approximately ~~ended~~7 ~~September 27,~~percent ~~2008. Our revolving credit facilities are comprised~~ of ~~floating rate borrowings~~revenues.

INTEREST INCOME/EXPENSE


	Three Months Ended
($ in millions):	April 3, 2010			April 4, 2009
Interest income	$	0.1		$	0.2
Interest expense	$	14.3		$	14.6
Average interest rate during the period		6.3	%		5.5	%

Interest expense decreased $0.3 million, or 2 percent, versus the prior year comparable period. Excluding the adverse effect of foreign currency translation, interest expense decreased $0.5 million, or 3 percent. The decrease was the result of lower overall debt balances.

PROVISION FOR INCOME TAXES

Three Months Ended

~~Nine Months Ended~~

October 3, 2009

September 27,2008 (As adjusted)

October 3, 2009

September 27,2008 (As adjusted)

April 3,2010

April 4,2009

Effective income tax rate

~~17.6.~~23

~~9.7~~18

~~19.9~~

~~18.2~~

~~During~~Our ~~the~~effective ~~three~~tax ~~and~~rate ~~nine~~was 23 percent for the three months ended ~~October~~April 3, ~~2009,~~2010 weversus ~~recorded~~18 percent for the prior year comparable period. Our effective tax ~~provisions~~rate for the prior year comparable period was lower because of the $8.65 million ~~and $33~~non-taxable gain on the Guava acquisition.6 ~~million,~~The ~~respectively,~~higher ~~compared~~current year rate was also attributable to ~~tax~~a ~~provisions~~shift in the jurisdictional mix of ~~$4.1~~our ~~million~~profits to higher tax rate jurisdictions this year and $241.35 million ~~for~~U.S. R&D credits recognized in the prior year comparable ~~periods~~period. ~~Overall~~The R&D credit provisions expired in December 2009, ~~the~~thus ~~higher~~resulting ~~current~~in ~~year~~a higher effective ~~income~~ tax rate ~~was~~for ~~caused~~the bycurrent aperiod. ~~shift~~On ina ~~the~~full ~~jurisdictional~~year ~~mix~~basis, ofwe expect our ~~profits~~ toeffective ~~higher income~~ tax rate ~~jurisdictions~~to be approximately 22 percent.

~~Additionally,~~Over ~~three~~the ~~significant~~next ~~items~~twelve ~~provided~~months, awe ~~discrete~~may ~~tax~~need ~~benefit~~ to ~~the~~record ~~effective~~up ~~tax~~to ~~rate. During the three months ended October~~ $3,900 ~~2009, we recorded $2.7 million~~ of previously unrecognized tax benefits asin athe ~~result~~event of statute of limitations closures. ~~During the nine months ended October 3, 2009, we recognized $1.1 million tax benefit~~and ~~associated~~settlements ~~with realization~~ of ~~R&D credits as a result of a change in U.S.~~ tax ~~laws, which also reduced our effective income tax rate~~audits. ~~Similarly, our effective income tax rate for the nine months ended October 3, 2009 also benefited from the $8.5 million non-taxable gain on the Guava acquisition.~~

OnMILLIPORE aFORM ~~2009~~10-Q ~~full year basis, we expect our effective income tax rate to be approximately 21 percent.~~ 23

Over the next 12 months, we may need to record approximately $3.8 million of previously unrecognized tax benefits in the event of statute of limitations closures.

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

	Three Months Ended						Nine Months Ended
($ in millions, except per share data):	October 3, 2009			September 27,2008 (As adjusted)			October 3, 2009			September 27,2008 (As adjusted)
Operating profit	$	63.1		$	59.8		$	203.5		$	186.9
Operating profit margin		15.3	%		15.1	%		16.6	%		15.5	%
Net income attributable to Millipore	$	39.7		$	37.8		$	133.1		$	106.5
Diluted earnings per share	$	0.71		$	0.68		$	2.38		$	1.91

Operating profit increased $3.3 million, or 6 percent, and increased $16.6 million, or 9 percent, for the three and nine months ended October 3, 2009, respectively, versus the prior year comparable periods. These increases were primarily the result of higher revenues, which were partially offset by higher incentive compensation costs and higher investments in research and development.

30 MILLIPORE FORM 10-Q

PART I

~~Net~~OPERATING ~~income attributable to Millipore increased $1.9 million~~PROFIT, orNET 5INCOME ~~percent,~~ATTRIBUTABLE ~~and~~TO ~~$26.6~~MILLIPORE ~~million,~~AND orDILUTED 25EARNINGS ~~percent,~~PER ~~for~~SHARE the three and nine months ended October 3, 2009, respectively, versus the prior year comparable period. The increase for the three months ended October 3, 2009 was caused primarily by higher operating profit and lower interest expense, which were partially offset by a higher effective income tax rate. The increase for the nine months ended October 3, 2009 was primarily the result of higher operating profit, the gain on the Guava acquisition, and lower interest expense. These favorable effects were somewhat offset by a higher effective income tax rate.

Diluted earnings per share increased $0.03, or 4 percent, and $0.47, or 24 percent, for the three and nine months ended October 3, 2009, respectively, versus the prior year comparable period. The increase was due to the reasons discussed above.


	Three Months Ended
($ in millions, except per share data):	April 3, 2010			April 4, 2009
Operating profit	$	88.1		$	71.3
Operating profit margin		19.0	%		17.5	%
Net income attributable to Millipore	$	57.2		$	53.0
Diluted earnings per share	$	0.99		$	0.95
Non-GAAP net income attributable to Millipore*	$	70.2		$	59.2
Non-GAAP earnings per share*	$	1.21		$	1.06

*	See non-GAAP reconciliation on page 29 for more information.

Operating profit increased $16.8 million, or 23.6 percent, versus the prior comparable period, primarily as a result of higher revenues and favorable effect of foreign currency translation. These increases were partially offset by higher employee-related costs and higher investments in research and development. On a GAAP basis, the 8 percent increase in net income attributable to Millipore was the result of higher operating profit which was partially offset by a higher tax rate in the current period and the absence this year of the $8.5 million non-taxable gain on the Guava acquisition. On a non-GAAP basis, the 19 percent increase in net income attributable to Millipore was the result of higher operating profit.

Capital Resources and Liquidity

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

(In millions, except ratio amounts)	~~October~~April 3, ~~2009~~2010			December, 2009	~~December 31, 2008(As adjusted)~~
Cash and cash equivalents	$	189.8			$	115.5
Total debt	$	884.8		$	933.1
Total debt	$	965.3			$	1,086.4
Cash and cash equivalents	$	222.7		$	168.3
Total capitalization (debt plus Millipore shareholders’ equity)	$	2,451.1			$	2,392.4
Net debt*	$	662.1		$	764.8
Debt to total capitalization		39.4	%			45.4	%

We* ~~assess our liquidity in terms of our ability to generate cash to fund our operating, investing, and financing activities~~Non-GAAP. ~~Our~~See ~~primary~~page ~~ongoing~~28 cash requirements will be to fund operations, capital expenditures, investments in businesses, product development, and debt service. Our primary sources of liquidity are internally generated cash flows and borrowings under our revolving credit facilities. Significant factors affecting the management of our ongoing cash requirements are the adequacy of available bank lines of credit and our ability to attract long term capital with satisfactory terms. The sources of our liquidity are subject to all of the risks of our business and could be adversely affected by, among other factors, a decrease in demand for ~~our~~more ~~products, our ability to integrate acquisitions, deterioration in certain financial ratios, and market changes in general~~information.

~~Distress~~We inassess ~~the~~our ~~global~~liquidity in ~~economy~~terms ~~has~~of ~~had~~our anability ~~adverse~~to ~~impact~~generate oncash ~~financial~~to ~~market~~fund ~~activities~~our ~~including~~operating, ~~among other things~~investing, ~~volatility~~and infinancing ~~security~~activities. ~~prices,~~Our ~~diminished~~primary sources of liquidity ~~and~~are ~~credit~~internally ~~availability,~~generated cash flows and ~~declining~~borrowings ~~valuations~~under ofour ~~certain~~revolving ~~investments~~credit facility. ~~Except~~Significant ~~for~~factors affecting ~~slower~~the ~~growth~~management inof ~~revenues~~our ~~from~~ongoing ~~certain~~cash ~~products,~~requirements ~~there~~are ~~has~~the ~~not~~adequacy ~~been~~of ~~any~~available ~~significant~~bank ~~negative~~lines ~~impact~~of to credit and our ~~financial~~ability ~~position,~~to ~~results~~attract oflong-term ~~operations,~~capital orwith satisfactory terms. The sources of our liquidity are subject to ~~date.~~all ~~There~~of ~~can~~the risks of our business and could be noadversely ~~assurance~~affected by, ~~however~~among other factors, ~~that~~a ~~changing~~decrease ~~circumstances~~in ~~will~~demand ~~not~~for ~~affect~~our products, our ~~future~~ability ~~financial~~to ~~position~~integrate acquisitions, ~~results~~deterioration ofin ~~operations~~certain financial ratios, orand ~~liquidity~~market changes in general.

~~Our~~24 ~~ability~~MILLIPORE toFORM ~~obtain debt financing at comparable risk~~10-based interest rates is partly a function of our existing debt to capitalization levels as well as our current credit standing. Our credit ratings are reviewed regularly by major debt rating agencies such as Standard & Poor’s and Moody’s Investors Service. Our 5.875 percent senior unsecured notes are rated BBB by Standard & Poor’s and Ba2 by Moody’s Investors Service. Our primary revolving credit facility is rated BBB and Baa2 by Standard and Poor’s and Moody’s Investors Service, respectively. Our 3.75 percent convertible senior notes are rated BB- by Standard & Poor’s and have not been rated by Moody’s Investors Service. Our overall corporate rating by Standard & Poor’s and Moody’s Investors Service is BB+ and Ba1, respectively. Q

We believe our future operating cash flows will be sufficient to meet our future operating and investing cash needs. In response to the global economic recession, we increased our cash balance to mitigate any unanticipated liquidity issues with our banking partners. The availability of additional borrowings under our primary revolving credit facility and our

MILLIPORE FORM 10-Q 31

PART I

~~ability~~The tocost ~~obtain~~of ~~equity financing provide~~ additional ~~potential~~or ~~sources~~replacement offinancing ~~liquidity~~is ~~should~~partly ~~they~~a befunction ~~required.~~of Weour ~~intend~~debt to ~~utilize~~capitalization ~~excess~~levels, ~~cash~~credit ~~generated~~standing, ~~from our operations to repay debt~~ and ~~fund future~~financial ~~acquisitions~~market ~~while preserving an appropriate level of cash needed for our operations~~conditions. WeOur credit ~~may~~ratings ~~from~~are ~~time~~reviewed toregularly ~~time~~by ~~seek~~major todebt ~~retire~~rating oragencies ~~purchase~~such ~~our~~as ~~outstanding~~Standard & ~~debt~~Poor’s ~~through cash purchases~~ and~~/or~~ ~~exchanges~~Moody’s ~~for~~Investors ~~equity or other securities, in open market purchases, privately negotiated transactions, or otherwise~~Service. ~~Such~~The ~~repurchases~~chart orbelow ~~exchanges,~~summarizes ~~if any, will depend on prevailing market conditions,~~ our ~~liquidity~~ratings ~~requirements,~~at ~~contractual restrictions~~April 3, ~~and other factors~~2010. ~~The amounts involved may be material.~~

We anticipate the need to obtain fixed-rate debt on or before December 1, 2011 as a result of certain put and call provisions of our Convertible Notes. In August 2009, we entered into forward starting interest rate swap agreements with a total notional amount of $300 million. The objective of these interest rate swaps is to hedge the variability of the forecasted interest payments on this anticipated fixed-rate debt. The fixed rate on these interest rate swap agreements is 4.6225 percent. At October 3, 2009, the fair value of these interest rate swap agreements was a loss of $11.4 million, which was recognized in accumulated other comprehensive income. The net gain or loss from these cash flow hedges will fluctuate as interest rates change.


	Moody’s	Standard & Poor’s
Primary revolving credit facility	Baa2	BBB
5.875% senior notes	Ba2	BBB
3.75% convertible senior notes	–	BB-
Millipore corporate rating	Ba1	BB+

We believe our future operating cash flows will be sufficient to meet our future operating and investing cash needs. The availability of borrowings under our primary revolving credit facility and our ability to obtain equity financing provide additional potential sources of liquidity should they be required. We intend to utilize excess cash generated from our operations to fund future acquisitions while preserving an appropriate level of cash needed for our operations. We may from time to time seek to retire or purchase our outstanding obligations. We may also seek to repurchase shares of our common stock. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.

In August 2009, we entered into forward starting interest rate swap agreements with an aggregate notional amount of $300.0 million. The purpose of these swaps is to hedge interest rate exposures related to an anticipated fixed-rate debt financing in December 2011 with a term of at least 10 years. On April 2, 2010, the interest rate swaps were settled, resulting in a gain of $2.3 million, net of tax of $1.4 million, which was recorded in accumulated other comprehensive income. This gain will be recognized in earnings as an adjustment to interest expense in our consolidated statement of operations in the same period when the hedged interest payments are recorded in our statement of operations or when the probability that the anticipated fixed-rate debt financing will occur is remote.

CASH FLOWS

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

	Nine Months Ended
	Three Months Ended
($ in millions)	~~October~~April 3, ~~2009~~2010			~~September~~April 274, ~~2008~~2009
Net cash provided by operating activities	$	~~286~~88.93		$	~~188~~84.82
Net cash used for investing activities	$	(86.5	)	$	(89.7	)
Less: additions to property, plant and equipment		(11.6	)		(15.7	)
Net cash used for financing activities	$	(137.6	)	$	(112.6	)
Free cash flow*	$	76.7		$	68.5
Net increase/(decrease) in cash and cash equivalents	$	74.3		$	(13.1	)
Net cash used in investing activities	$	(12.3	)	$	(35.8	)
Net cash (used in) provided by financing activities	$	(15.4	)	$	5.8
Increase in cash and cash equivalents	$	54.3		$	56.7

*	Non-GAAP. See page 28 for more information.

OPERATING CASH FLOWS

Cash provided by operating activities ofwas $~~286~~88.93 million for the ~~nine~~three months ended ~~October~~April 3, ~~2009~~2010 and was primarily attributable to our net income of $~~135~~57.42 million, ~~and~~ non-cash ~~adjustments~~items ~~amounting~~totaling to $~~134~~38.8 7 million. ~~These~~(primarily ~~non-cash adjustments included~~ depreciation and amortization expenses, ~~of $93.7 million;~~ stock-based compensation ofexpense, ~~$19.9~~and ~~million;~~debt ~~other~~discount ~~non-cash~~amortization), ~~expenses of $29.7 million;~~ and ana ~~$8.5~~net ~~million non-cash gain on our Guava acquisition. Our~~ working capital ~~decreased $16.7 million from December 31, 2008 to October 3, 2009 and was largely the result of an~~ increase ~~in accounts payable~~ of $107.47 million. ~~primarily~~Our ~~attributable~~working tocapital ~~the timing of payments; an~~ increase inwas ~~accrued expenses and other current liabilities of $10.3 million associated with incentive compensation costs; a decrease in other assets of $7.4 million~~ primarily ~~attributable~~the toresult ~~tax refunds and gains from our foreign currency hedging programs; and an increase in income taxes payable~~ of ~~$2.9 million. Partially offsetting these working capital decreases was~~ an increase in accounts receivable ~~of $15.2 million associated with higher revenues~~ and a decrease in ~~other liabilities of $1.1 million~~ ~~resulting from cash contributions to fund our pension plans.~~

~~The~~MILLIPORE ~~number~~FORM ~~of days of inventory on~~10-~~hand~~Q increased to 130 at October 3, 2009 compared with 129 at December 31, 2008, which was the result of building inventory levels in connection with our manufacturing consolidation activities. Days of inventory on-hand were 138 at September 27, 2008. The number of days of sales outstanding in ending accounts receivable were 66 at October 3, 2009 compared with 66 at December 31, 2008 and 71 at September 27, 2008. Collection of our accounts receivable improved in the nine months ended October 3, 2009 versus the prior year comparable 25

32 MILLIPORE FORM 10-Q

PART I

~~period~~accrued ~~because~~expenses ofoffset ~~improvements~~by ~~implemented~~decrease in ~~our~~inventory ~~collections~~and ~~process~~increases in accounts payable and income taxes payable balances. The increase in accounts receivable since year end was primarily attributable to the higher overall revenues as well as timing of our ~~working~~sales ~~capital~~during ~~reduction~~the ~~initiative~~quarter. WeDays ~~have~~sales ~~not~~outstanding ~~experienced~~was ~~any~~63 ~~significant~~days ~~deterioration~~at April 3, 2010, compared to 59 days at December 31, 2009 and 67 days at April 4, 2009. The decrease in accrued expenses since year end was primarily attributable to payments made to employees under the 2009 management incentive plan paid during the three months ended April 3, 2010. The decrease in inventory was attributable to two main factors. First, continued global supply chain initiatives contributed to reductions in inventory levels. Secondly, the timing of product sales as well as overall revenue increases helped reduce inventory levels. Days of inventory was 109 days at April 3, 2010, compared to 118 days at December 31, 2009 and 129 days at April 4, 2009. At the end of 2009, we accelerated cash payments to take advantage of early vendor payment discounts, which decreased our ~~trade~~December 31, ~~receivables~~2009 accounts payable ~~due~~balance. For the three months ended April 3, 2010, the amount of early payment discount opportunities decreased causing accounts payable to increase as of April 3, 2010. Lastly, the ~~global~~increase ~~economic~~in ~~recession~~income taxes payable was attributable to an increase in profitability in higher tax rate jurisdictions.

INVESTING CASH FLOWS

Cash used for investing activities was $8612.53 million during the ~~nine~~three months ended ~~October~~April 3, ~~2009~~2010. We paid $5311.36 million for capital expenditures and ~~$29.9 million for the acquisitions of Guava and BioAnaLab, net of cash acquired. We~~ expect our full year ~~2009~~2010 capital expenditures to be approximately $80 million.

FINANCING CASH FLOWS

Cash used for financing activities was $~~137~~15.64 million during the ~~nine~~three months ended ~~October~~April 3, ~~2009.~~2010 ~~Net~~resulting ~~repayments~~from ~~under our primary revolving credit facility amounted to $194.2 million and~~ net ~~borrowings~~repayments of short-term debt ~~amounted~~of to $4932.1 3 million~~. Additionally~~, wewhich ~~received~~was offset by proceeds of $916.69 million from exercises of employee stock options. ~~and~~Increases ~~paid~~in ~~dividends~~stock ofoption ~~$2.1~~exercises ~~million~~were attributable to ~~our~~the ~~joint venture~~higher ~~partner~~stock ~~during~~price ~~the~~as ~~nine~~a ~~months~~result ~~ended~~of ~~October 3,~~the ~~2009~~proposed Merck KGaA transaction.

FINANCING COMMITMENTS

Short-term debt

Short-term debt ~~at October 3, 2009~~ consisted of borrowings under our operating bank facilities and two short-term revolving credit facilities in Japan. ~~The~~These ~~short-term revolving~~ two credit facilities provide for ~~aggregate~~cumulative ~~maximum~~ borrowings of ¥7.0 billion, (Uor $74.S0 million, with an interest rate of TIBOR plus an applicable margin. ~~dollar equivalent~~Interest is payable at the end of ~~$78~~an interest period based upon the term of the borrowing.0 ~~million)~~These credit ~~and~~facilities ~~are~~expire ~~renewable~~in ~~for~~December ~~additional~~2010 ~~six~~and orare ~~twelve~~subject ~~month~~to ~~periods~~automatic ~~unless~~annual ~~terminated~~renewals subject to termination by either Millipore or the banks. As of April 3, 2010, we had ¥6.0 billion, or $63.3 million, available for borrowing under these credit facilities. We are not required to comply with any debt covenants under these agreements.

Primary revolving credit facility

At ~~October~~April 3, ~~2009~~2010, we had a commitment under our primary revolving credit agreement amounting to €465.0 million, or $~~677~~627.6 million. ~~At October 3, 2009, we had €455.4 million, or $663.6 million, available for borrowing under the primary revolving credit agreement.~~ This credit agreement expires in June 2011.

We are required to maintain certain leverage and interest coverage ratios set forth in the primary revolving credit agreement. As of ~~October~~April 3, ~~2009~~2010, we were compliant with all financial covenants specified in this credit agreement. The agreement also includes limitations on our ability to incur additional indebtedness; to merge, consolidate, or sell assets; to create liens; and to make payments in respect of capital stock or subordinated debt, as well as other customary covenants and representations.

~~The~~26 ~~following~~MILLIPORE ~~table~~FORM ~~summarizes the financial covenant requirements and our compliance with these covenants as of October 3, 2009:~~ 10-Q

Covenant	Requirement	Actual atOctober 3, 2009
Maximum leverage ratio	3.50	2.36
Minimum interest coverage ratio	3.50	9.03

As of October 3, 2009, we had borrowings under our primary revolving credit facility of $14.0 million. The borrowings were classified as long-term debt because our primary revolving credit facility expires in June 2011. For the nine months ended October 3, 2009, the weighted average interest rate for our primary revolving credit facility was 1.1 percent.

MILLIPORE FORM 10-Q 33

PART I

The following table summarizes the financial covenant requirements and our compliance with these covenants as of April 3, 2010:


Covenant	Requirement	Actual at April 3, 2010
Maximum leverage ratio	3.50	2.0
Minimum interest coverage ratio	3.50	10.22

As of April 3, 2010, we had no borrowings under our primary revolving credit facility.

3.75% convertible senior notes due 2026

In June 2006, we issued $565.0 million in aggregate principal amount of 3.75 percent convertible senior notes (the “Convertible Notes”) in a private placement offering. The estimated fair value of a similar debt instrument without the conversion feature was $483.7 million at the time of issuance. The resulting $81.3 million discount on the debt is being amortized through interest expense over the period from June 2006 through December 2011, which represents the expected life of the debt. As a result, our Convertible Notes have a 6.94 percent effective interest rate.

~~The~~As new accounting standard for convertible debt that may be settled in cash upon conversion changed the accounting for our Convertible Notes and the related deferred financing costs. Prior to the issuance of ~~this accounting~~April 3, ~~standard~~2010, ~~we carried~~ the Convertible Notes athad ~~their~~a ~~principal~~carrying ~~amount~~value of $~~565~~537.01 million, innet ~~long-term~~of ~~debt and capitalized~~ $1327.49 million of ~~deferred~~unamortized ~~financing costs. Upon adoption of the new accounting standard~~discount, ~~we adjusted the accounting for the Convertible Notes~~ and ~~the related deferred financing costs for all prior periods since initial issuance of the debt in June 2006. We recorded~~ a ~~discount~~fair onvalue ~~the Convertible Notes in the amount~~ of $81709.3 8 million. asThe offair ~~the~~value ~~date~~was ofdetermined ~~issuance, which will be amortized over the period~~ from ~~June~~available ~~2006~~market ~~through~~prices ~~December~~using ~~2011.~~current Asinterest arates, ~~result~~non-performance ~~of this change in accounting principle~~risk, ~~our~~and ~~Convertible~~term ~~Notes~~to ~~have a 6~~maturity.94 ~~percent effective interest rate.~~

As of October 3, 2009, the Convertible Notes had a carrying value of $529.3 million, net of $35.7 million of unamortized discount, and a fair value of $585.5 million. The fair value was determined from available market prices using current interest rates, non-performance risk, and term to maturity.

5.875% senior notes due 2016

In June 2006, we issued €250.0 million, or $~~364~~337.34 million, in aggregate principal amount of 5.875 percent senior notes (the “Euro Notes”).

As of ~~October~~April 3, ~~2009~~2010, the Euro Notes had a carrying value of $~~363~~336.46 million, net of $0.98 million of unamortized original issue discount, and a fair value of $~~346~~371.12 million. This fair value was determined from available market prices using current interest rates, non-performance risk, and term to maturity.

Legal Matters

WeThe ~~currently~~proposed acquisition by Merck KGaA resulted in two putative shareholder class actions challenging the exchange have been filed in Massachusetts naming Millipore, Merck, Sub and certain officers and directors of Millipore as defendants. The first such case is Elliot v. Millipore Corporation, et al., No. 10-0853 (filed March 2, 2010) (“Elliot”), and the second such case is United Union of Roofers, Waterproofers and Allied Workers Local Union No. 8 v. Millipore Corporation et al., No. 10-0855 (filed March 4, 2010) (“United Union of Roofers”). The complaints, which are ~~not~~similar, allege claims for breach of fiduciary duty against the individual defendants and for aiding and abetting a ~~party~~breach of fiduciary duty against the corporate defendants. The complaints seek equitable relief including an order enjoining the exchange. The complaints generally allege that the consideration offered in the proposed transaction is inadequate and the process through which the proposed transaction was approved was unfair. The plaintiff in United Union of Roofers has notified the Elliot parties that it intends to ~~any~~seek ~~material~~consolidation ~~legal~~of ~~proceeding~~the two actions. Millipore is defending the lawsuit and along with the other defendants served a motion to dismiss Elliot on April 26, 2010.

~~Critical~~MILLIPORE ~~Accounting~~FORM ~~Policies~~10-Q ~~and Estimates~~ 27

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

34 MILLIPORE FORM 10-Q

PART I

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 55, of our Annual Report on Form 10-K for the year ended December 31, 2009. 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

InFor ~~December~~a 2008, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance amending the disclosure requirements of post retirement plan assets. The amendments require additional disclosures about postretirement benefit plan assets including: description of ~~how~~recent ~~investment~~accounting ~~allocation~~pronouncements, ~~decisions~~see ~~are~~Note ~~made;~~17 ~~the~~“Recent ~~major~~Accounting ~~categories~~Pronouncements” ofin ~~plan assets;~~ the ~~inputs~~Notes ~~and valuation techniques used~~ to ~~measure~~condensed ~~the~~consolidated ~~fair value of plan assets; the effect of fair value measurements using~~financial ~~significant~~statements ~~unobservable inputs on changes~~ in ~~plan~~this ~~assets~~Form ~~for the period; and significant concentrations of risk within plan assets~~10-Q. ~~This guidance is effective for financial statements issued for fiscal years ending after December 15, 2009. We are currently evaluating the disclosure implications of this guidance.~~

InUse ~~June 2009, the FASB issued an amendment to the accounting and disclosure requirements for transfers~~ of ~~financial~~Non-GAAP ~~assets.~~Financial ~~This~~Measures amendment eliminates the concept of qualifying special purpose entities for accounting purposes. This amendment limits the circumstances in which a financial asset, or a component of a financial asset, should be derecognized when the entire asset is not transferred, and establishes specific conditions for reporting the transfer of a portion of a financial asset as a sale. This amendment also requires enhanced disclosures about the transfer of financial assets and the transferor’s continuing involvement with transferred financial assets. This amendment is effective for financial statements issued for fiscal years beginning after November 15, 2009 and interim periods within those years. We are currently evaluating the effects that this amendment may have on our consolidated financial statements.

InMillipore ~~June~~provides ~~2009,~~non-GAAP ~~the~~supplemental ~~FASB issued~~information ~~an amendment~~ to ~~the~~its ~~accounting~~financial ~~and~~results. ~~disclosure~~Non-GAAP ~~requirements~~net ~~for~~income ~~the~~attributable ~~consolidation~~to ofMillipore ~~variable interest entities (“VIE”)~~ and ~~the~~diluted ~~evaluation~~earnings ofper ~~when~~share ~~consolidation~~exclude costs ofrelated ato ~~VIE~~global issupply ~~required.~~chain ~~This~~initiatives, ~~amends~~acquisition ~~the guidance for determining whether an entity is a VIE~~ and ~~establishes~~related anintegration ~~additional reconsideration event for assessing whether an entity is~~expenses, orcosts ~~continues~~related to ~~be,~~the aproposed ~~VIE.~~acquisition, ~~The~~amortization ~~amendment~~of ~~also~~purchased ~~modifies~~intangible ~~the~~assets, ~~requirements~~inventory ~~for~~fair ~~determining~~value ~~whether~~adjustments anrelated ~~entity~~to isbusiness acquisitions, ~~the~~gain ~~primary~~on ~~beneficiary~~business ofacquisition, ~~a VIE~~ and ~~requires~~non-cash ~~ongoing~~interest ~~reassessments~~expense ofon ~~whether~~our anConvertible ~~entity is the primary beneficiary~~Notes. ~~This~~We ~~amendment~~define ~~also~~free ~~enhances~~cash ~~the~~flow ~~disclosure~~as ~~requirements~~net ~~about~~cash anprovided ~~entity’s~~by ~~involvement~~operating ~~with~~activities aless ~~VIE.~~additions ~~This~~to ~~amendment~~property, ~~is effective for financial statements issued for fiscal years beginning after November 15~~plant, ~~2009~~ and ~~interim periods within those years~~equipment. We ~~are~~define ~~currently~~net ~~evaluating~~debt ~~the~~as ~~effects~~our debt ~~that~~less ~~this~~cash ~~amendment~~and ~~may~~cash ~~have on our consolidated financial statements~~equivalents.

InWe ~~October~~believe ~~2009,~~that the ~~Emerging~~non-GAAP ~~Issues~~financial ~~Task~~measures ~~Force~~provide ~~(“the~~useful ~~EITF”)~~and ~~reached~~supplementary ~~consensus~~information ~~on an amendment~~ to ~~the~~investors ~~accounting~~regarding our ~~and~~operating ~~disclosure~~performance, ~~requirements~~although ~~for~~they ~~revenue arrangements~~may ~~with~~not ~~multiple~~be ~~deliverables.~~directly ~~The~~comparable ~~amendment~~to ~~eliminates~~measures ~~the~~used ~~use~~by ofother ~~the~~companies. ~~residual~~It ~~method~~is ofour ~~allocation~~belief ~~and requires, instead,~~ that ~~arrangement~~these ~~consideration~~non-GAAP befinancial ~~allocated,~~measures athave ~~the~~been ~~inception~~particularly ofuseful ~~the arrangement,~~ to ~~all~~investors ~~deliverables~~over ~~based on their relative selling price. When applying~~ the ~~relative~~last ~~selling~~few ~~price~~years ~~allocation~~because ~~method, the selling price for each~~ of the significant ~~deliverables~~changes ~~shall~~that behave ~~determined~~occurred ~~using~~outside ~~vendor-specific~~of ~~objective~~our ~~evidence (“VSOE”), if it exists, otherwise third~~day-~~party~~to-day ~~evidence~~business ~~(“TPE”).~~in Ifaccordance ~~neither~~with ~~VSOE nor TPE exists,~~ the ~~amendment~~execution ~~allows a vendor to use their best estimate~~ of ~~selling~~our ~~price~~strategy. ~~This~~Non-GAAP ~~amendment~~information isshould ~~effective~~not ~~prospectively~~be ~~for~~construed ~~revenue~~as ~~arrangements~~an ~~entered~~alternative ~~into~~to orGAAP ~~materially~~information ~~modified in~~as ~~fiscal~~the ~~years~~items ~~beginning~~excluded onfrom orthe ~~after~~non-GAAP measures ~~June 15,~~often ~~2010.~~have ~~Alternatively,~~a ~~this~~material ~~amendment~~impact ~~may~~on beour ~~applied~~financial ~~retrospectively to all periods presented~~results. ~~Earlier~~Management ~~application~~uses, isand ~~permitted~~investors asshould ofuse, ~~the~~non-GAAP ~~beginning~~measures ofin anconjunction ~~entity’s~~with ~~fiscal year. We are currently evaluating the effects that this amendment may have on~~ our ~~consolidated~~GAAP ~~financial statements~~results.

MILLIPORE FORM 10-Q

PART I

Reconciliation of GAAP to Non GAAP Financial Measures

Operating Results—three months ended April 3, 2010


(dollars in thousands, except EPS data)	Net income Attributable to Millipore		Diluted EPS
GAAP results, three months ended April 3, 2010	$	57,215	$	0.99
Non-GAAP adjustments:
Costs related to global supply chain initiatives¹		404		0.01
Costs related to proposed acquistion³		1,511		0.02
Purchased intangibles amortization²		8,645		0.15
Non-cash interest expense on convertible debt⁴		2,474		0.04
Total non-GAAP adjustments		13,034		0.22
Non-GAAP results, three months ended April 3, 2010	$	70,249	$	1.21

Operating Results—three months ended April 4, 2009


(dollars in thousands, except EPS data)	Net Income Attributable To Millipore			Diluted EPS
GAAP results, three months ended April 4, 2009	$	53,025		$	0.95
Non-GAAP adjustments:
Costs related to global supply chain initiatives¹		2,466			0.04
Business acquisition inventory fair value adjustment²		391			0.01
Acquisition and related integration expenses³		574			0.01
Purchased intangibles amortization²		8,979			0.16
Gain on business acquisition²		(8,542	)		(0.15	)
Non-cash interest expense on convertible debt⁴		2,299			0.04
Total non-GAAP adjustments		6,167			0.11
Non-GAAP results, three months ended April 4, 2009	$	59,192		$	1.06

(1)

We exclude severance and relocation costs, facility closure costs, and accelerated depreciation associated with our global supply chain initiatives because they are material expenses in excess of our normal operating costs. We undertook these initiatives to significantly reduce our cost structure and improve operational efficiency primarily through the consolidation of manufacturing locations.

(2)

We exclude the amortization of purchased intangible assets, gain on business acquisition, and inventory fair value adjustments from business acquisitions because (i) the amounts are non-cash, (ii) we can not influence the timing and amount of future expense recognition, and (iii) excluding such expenses provides investors and management better visibility into the components of operating expenses.

(3)

We exclude costs related to the proposed acquisition and acquisition and related integration expenses to make year-over-year comparisons because these are incremental costs to our day-to-day business and can be material.

(4)

Non-cash interest expense on our Convertible Notes is the incremental interest expense as a result of a change in accounting principles. This interest expense is non-cash and we can not control the amount of this expense without modifying our capital structure.

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, 2009.

MILLIPORE FORM 10-Q 3529

PART I

these forward-looking statements. These risks and uncertainties include, without limitation, the risk factors and uncertainties set forth in Item 1A (Risk Factors) and elsewhere in our Form 10-K for the year ended December 31, 2008.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There has been no significant change in our exposure to market risk since December 31, ~~2008~~2009. For discussion of our exposure to market risk, refer to Part II Item 7 of our Annual Report on Form 10-K for the year ended December 31, ~~2008~~2009 under the heading “Market Risk.”

ITEM 4. CONTROLS AND PROCEDURES.

An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the fiscal quarter covered by this report. Based upon that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures are effective. There has been no change in our internal control over financial reporting during the quarter ended ~~October~~ April 3, ~~2009~~2010 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

3630 MILLIPORE FORM 10-Q

PART II: OTHER INFORMATION

ITEM 6. EXHIBITS

a. Exhibits Filed or Furnished Herewith.

Exhibits Filed Herewith
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/Rule 15d-14(a)
10.1		Form of Amendment No. 1 to Executive Termination Agreement
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/Rule 15d-14(a)
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) / Rule 15d-14(a)
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) / Rule 15d-14(a)
Exhibits Furnished Herewith
32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

MILLIPORE FORM 10-Q 3731

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:	/Ss/ CHARLES F. WAGNER, JR. Charles F. Wagner, Jr.	Vice President and Chief Financial Officer (on behalf of the registrant as its Principal Financial Officer)	~~November~~May 1012, ~~2009~~2010
By:	/Ss/ ANTHONY L. MATTACCHIONE Anthony L. Mattacchione	Vice President, Corporate Controller and Chief Accounting Officer (on behalf of the registrant as its Principal Accounting Officer)	~~November~~May 1012, ~~2009~~2010

3832 MILLIPORE FORM 10-Q

Exhibit Index

Exhibit Number		Exhibit Title
10.1		Form of Amendment No. 1 to Executive Termination Agreement
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/Rule 15d-14(a)
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/Rule 15d-14(a)
32.1		Certification of Chief Executive Officer and Chief Financial Officer ~~pursuant~~Pursuant to 18 U.S.C. Section 1350

MILLIPORE FORM 10-Q 3933

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Filing Compare · MILLIPORE CORP /MA