Basis of Presentation

The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Condensed Consolidated Financial Statements and related notes thereto and other financial information included elsewhere in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2008. Our interim fiscal quarters end on the thirteenth Saturday of each quarter. Since our fiscal year-end is December 31, the first and fourth fiscal quarters may not consist of precisely thirteen weeks. The first fiscal quarters of 2009 and 2008 ended on April 4, 2009 and March 29, 2008, respectively.

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

General Overview

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

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

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

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

PART I



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



                                        Three Months Ended
                                      April 4,     March 29,
                                          2009          2008
                         Bioprocess         56 %         55%
                         Bioscience         44 %         45%
                         Total             100 %        100%

The composition of our geographic revenues is as follows:

                                         Three Months Ended
                                       April 4,     March 29,
                                           2009          2008
                        Americas             40 %         37%
                        Europe               40 %         43%
                        Asia/Pacific         20 %         20%
                        Total               100 %        100%

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

                                      Bioprocess                       Bioscience                     Consolidated
                                  Three Months Ended               Three Months Ended              Three Months Ended
                               April 4,        March 29,        April 4,        March 29,       April 4,        March 29,
                                   2009             2008            2009             2008           2009             2008
Reported growth                       6 %              1 %            (1 )%            14 %            3 %             7%
Less: Foreign currency
translation                          (7 )%             8 %            (7 )%             8 %           (7 )%            8%
Acquisition                                            -               1 %              -              1 %            -
Organic growth                       13 %             (7 )%            5 %              6 %            9 %           (1)%

Consolidated revenues of $407.9 million for the three months ended April 4, 2009 increased $11.7 million, or 3 percent, versus the prior year comparable period. The revenue increase included an unfavorable foreign currency translation effect of 7 percent. Adjusting for this item and the effect of our acquisition of Guava Technologies, Inc. ("Guava"), our consolidated revenues for the three months ended April 4, 2009 grew 9 percent versus the prior year comparable period. Changes in product pricing did not have a material effect on the year-over-year comparison.

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

Our improved revenue performance for the three months ended April 4, 2009 was primarily attributable to the fact that our Bioprocess Division's large, North American biotechnology customers returned to higher levels of spending. Our Bioscience Division also contributed to the revenue growth primarily as a result of the continued growth in consumables and services in Laboratory Water business and increased demand for our cellular biology products and research kits.

20 MILLIPORE FORM 10-Q

Operating income for the three months ended April 4, 2009 of $71.3 million, representing 17 percent of revenues, increased $13.7 million, or 24 percent, versus the prior year comparable period. The increase in operating income was primarily attributable to our revenue growth and improved operating leverage as a result of cost saving initiatives that we undertook in the second half of 2008 and spending control.

Diluted earnings per share ("EPS") of $0.95 in the three months ended April 4, 2009 increased $0.40 from the prior year comparable period primarily attributable to higher business volume, the gain recorded in connection with our acquisition of Guava, and lower interest expense as we continued to pay down debt.

On February 20, 2009, we acquired Guava Technologies, Inc., a provider of easy-to-use benchtop cell analysis systems, for $18.9 million in cash. In connection with the acquisition, we recognized a non-taxable gain of $8.5 million. Under the new accounting standards for business combinations, the acquisition resulted in a gain because the fair value of the net assets acquired exceeded the purchase price. This was primarily attributable to the net operating loss carryforwards that we recognized as deferred tax assets based on our ability to use them in the future. These deferred tax assets could not be utilized by Guava as a result of their operating losses.

We generated $84.2 million of operating cash flows for the three months ended April 4, 2009, which was an increase of $43.8 million, or 108 percent, versus the prior year comparable period. Operating cash flow generation was driven by the improved operating leverage caused by our revenue growth. This level of operating cash flow generation enables us to invest more in marketing programs and research and development activities, invest in new businesses, and continue to pay down our debt.

Results of Operations

REVENUES

Revenues and the percent of revenue growth by division, as compared with the
prior year, are summarized in the table below.



                                            Three Months Ended
                                       April 4,     March 29,
                  ($ in millions):         2009          2008   Growth
                  Bioprocess         $    230.0   $     216.6       6%
                  Bioscience              177.9         179.6     (1)%
                  Total              $    407.9   $     396.2       3%

Bioprocess Division

Bioprocess revenues of $230.0 million for the three months ended April 4, 2009 increased $13.4 million, or 6 percent, versus the prior year comparable period. The increase included an unfavorable foreign currency translation effect of 7 percent. Adjusting for this item, Bioprocess revenues increased 13 percent for the three months ended April 4, 2009, versus the prior year comparable period. The growth was primarily attributable to higher revenues of our Downstream Bioprocessing products used in biopharmaceutical manufacturing, such as disposable manufacturing products, chromatography media, virus filtration and tangential flow filtration products. This was the result of our large North American biotechnology customers returning to higher levels of spending. In comparison, our revenues for the three months ended March 29, 2008 were very weak because of the decline in sales to the same North American biotechnology customers. These customers

had significantly reduced 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. Also contributing to the revenue increase were strong sales of our Upstream Bioprocessing products, such as Excyte and insulin, which were also attributable to higher biotechnology customer spending levels. Process Monitoring Tools continued to grow as a result of our differentiated NovaSeptum sampling products.

Bioscience Division

Bioscience revenues of $177.9 million for the three months ended April 4, 2009 decreased $1.7 million, or 1 percent, versus the prior year comparable period. The decrease included an unfavorable foreign currency translation effect of 7 percent and a favorable effect of the Guava acquisition of 1 percent. Adjusting for these items, Bioscience revenues grew 5 percent, which was driven by steady demand for Laboratory Water consumable products and services and higher demand for our Life Science products and services. The Life Science increase was attributable to higher research activities in the protein research and cell biology markets. New products and strong demand for our biomarker validation services and immunoassay kits also contributed to this growth. Although not a significant impact on the Bioscience revenue growth rate, growth of laboratory hardware revenues slowed in the three months ended April 4, 2009. We expect this lower growth rate to continue until economic conditions improve and laboratory renovation and expansion projects resume.

REVENUES BY GEOGRAPHY

Revenues and the percent of revenue growth by geography, as compared with the
prior year, are summarized in the table below.



                                            Three Months Ended
                                       April 4,     March 29,
                  ($ in millions):         2009          2008   Growth
                  Americas           $    165.2   $     146.3      13%
                  Europe                  162.9         171.3     (5)%
                  Asia/Pacific             79.8          78.6       1%
                  Total              $    407.9   $     396.2       3%

Reported and organic 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
                               April 4,        March 29,        April 4,        March 29,       April 4,        March 29,
                                   2009             2008            2009             2008           2009             2008
Reported growth                      13 %            (10 )%           (5 )%            17 %            1 %            25%
Less: Foreign currency
translation                          (1 )%             1 %           (16 )%            13 %            2 %            13%
Acquisition                           1 %              -               1 %              -              -              -
Organic growth                       13 %            (11 )%           10 %              4 %           (1 )%           12%

From a geographic perspective, revenues increased $18.9 million in the Americas, decreased $8.4 million in Europe and increased $1.2 million in Asia/Pacific, during the three months ended April 4, 2009, versus the prior year comparable period. Excluding the effect of foreign currency translation and the Guava acquisition, revenues increased 13 percent in the Americas, increased 10 percent in Europe, and decreased 1 percent in Asia/Pacific. The increase in Americas was primarily the result of our large, North American biotechnology customers returning to higher levels of spending. The increase in Europe was primarily driven by sales of our Life Science and Upstream Bioprocess products. The decrease in Asia/Pacific

22 MILLIPORE FORM 10-Q

was primarily driven by the 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.

GROSS PROFIT MARGIN



                                            Three Months Ended
                                          April 4,        March 29,
                  ($ in millions):            2009             2008
                  Gross profit          $    223.3      $     208.1
                  Gross profit margin           55 %             53 %

Gross profit increased $15.2 million, or 7 percent, in the three months ended April 4, 2009, versus the prior year comparable period. The primary drivers of the increase in gross profit were higher revenues, an improved revenue mix as a result of strong performance in Downstream Bioprocessing and our Life Science products, favorable effects of foreign currency translation, productivity improvements, and lower spending as a result of our supply chain initiatives. Amortization of acquired intangible assets was $1.9 million and $2.4 million in the three months ended April 4, 2009 and March 29, 2008, respectively. We expect 2009 full year amortization affecting gross profit to be approximately $7.9 million.

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. We expect to incur approximately $12 million of additional costs related to this second phase in 2009. Including charges associated with the second phase, we incurred charges associated with our global supply chain initiatives of $3.6 million and $ 2.2 million for the three months ended April 4, 2009 and March 29, 2008, respectively.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES



                                                         Three Months Ended
                                                       April 4,        March 29,
      ($ in millions):                                     2009             2008
      Selling, general and administrative expenses   $    126.8      $     125.5
      Percentage of revenues                                 31 %             32 %

Selling, general and administrative ("SG&A") expenses increased $1.3 million, or 1 percent, in the three months ended April 4, 2009, versus the prior year comparable period. The primary drivers of the higher SG&A expenses were increased employee related costs and Guava acquisition and integration costs of $0.9 million. These costs were partially offset by the favorable effect of foreign currency translation and by lower amortization expense. Amortization expense related to acquired intangible assets affecting SG&A was $12.0 million and $13.5 million in the three months ended April 4, 2009 and March 29, 2008, respectively. We expect 2009 full year amortization of intangible assets affecting SG&A to be approximately $48 million as compared with $53.7 million in 2008.

RESEARCH AND DEVELOPMENT EXPENSES



                                                        Three Months Ended
                                                 April 4,        March 29,
            ($ in millions):                         2009             2008
            Research and development expenses   $    25.2       $     25.0
            Percentage of revenues                      6 %              6 %

Research and development ("R&D") expenses increased $0.2 million, or 1 percent, for the three months ended April 4, 2009, versus the prior year comparable period. The increase was primarily the result of the timing of project spending in the three months ended April 4, 2009, versus the prior year comparable period. Our strategy is to enhance our internal R&D capabilities through technology collaborations and license arrangements with third parties. We expect R&D expenses to be approximately 7 percent of revenues for the remainder of 2009.

INTEREST INCOME/EXPENSE



                                                      Three Months Ended
                                                                      March 29,
                                                 April 4,                  2008
      ($ in millions):                               2009         (As Adjusted)
      Interest income                           $     0.2       $           0.1
      Interest expense                          $    14.6       $          18.1
      Average interest rate during the period         5.5 %                 5.9 %

Interest expense decreased $3.5 million, or 19 percent, for the three months ended April 4, 2009, versus the prior year comparable period. The decrease was primarily the result of lower overall debt balances as we continued to repay our debt and lower base rates under our revolver borrowings. Our adoption of FSP APB 14-1 added non-cash interest expense of $3.6 million and $3.3 million for the three months ended April 4, 2009 and March 29, 2008, respectively. Our revolving credit facilities are comprised of floating rate borrowings. Increases or decreases in these rates would cause increases or decreases to our interest expense, respectively.

PROVISION FOR INCOME TAXES



                                               Three Months Ended
                                                            March 29,
                                           April 4,              2008
                                               2009     (As Adjusted)
               Effective income tax rate         18 %              21 %

Our effective tax rate was 18 percent for the three months ended April 4, 2009, versus 21 percent for the prior year comparable period. During the three months ended April 4, 2009, we recognized $1.1 million tax benefit associated with our R&D credits as a result of a change in U.S. tax laws, which reduced our effective tax rate. Our effective tax rate for the three months ended April 4, 2009 is also lower because of the $8.5 million non-taxable gain on the Guava acquisition. Adjusting for this gain, our effective tax rate was 21 percent for the three months ended April 4, 2009. On a full year basis, we expect our effective income tax rate to be approximately 23 percent for 2009.

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

24 MILLIPORE FORM 10-Q

                                                                          PART I



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



                                                       Three Months Ended
                                                 April 4,         March 29, 2008
      ($ in millions, except per share data):        2009          (As Adjusted)
      Operating profit                          $    71.3       $           57.6
      Operating profit margin                        17.5 %                 14.5 %
      Net income attributable to Millipore      $    53.0       $           30.5
      Diluted earnings per share                $    0.95       $           0.55

Operating profit increased $13.7 million, or 24 percent, for the three months ended April 4, 2009, versus the prior year comparable period primarily as a result of higher revenues. Net income attributable to Millipore increased $22.5 million, or 74 percent, for the three months ended April 4, 2009, versus the prior year comparable period. The increase was primarily the result of higher operating profit, the gain on the Guava acquisition, and lower interest expense.

Diluted earnings per share increased $0.40, or 73 percent, for the three months ended April 4, 2009, versus the prior year comparable period. The increase was due to the reasons discussed above.

Capital Resources and Liquidity

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



                                                       April 4,            December 31, 2008
(In millions, except ratio amounts)                        2009                (As adjusted)
Cash and cash equivalents                             $   172.1          $             115.5
Total debt                                            $ 1,073.1          $           1,086.4
Total capitalization (debt plus Millipore
shareholders' equity)                                 $ 2,443.3          $           2,392.4
Debt to total capitalization                               43.9 %                       45.4 %

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

Recent distress in the global economy has had an adverse impact on financial market activities including, among other things, volatility in security prices, diminished liquidity and credit availability, and declining valuations of certain investments. We have assessed the implications of these factors on our current business and determined that there has not been a significant impact to our financial position, results of operations, or liquidity during the three months ended April 4, 2009. There can be no assurance, however, that changing circumstances will not affect our future financial position, results of operations, or liquidity.

Our ability to obtain debt financing at comparable risk-based interest rates is partly a function of our existing debt to capitalization levels as well as our current credit standing. Our credit ratings are reviewed regularly by major debt rating agencies

such as Standard & Poor's and Moody's Investors Service. Our 5.875 percent senior unsecured notes are rated BBB by Standard & Poor's and Ba2 by Moody's Investors Service and our primary revolving credit facility is rated BBB and Baa2 by Standard and Poor's and Moody's Investors Service, respectively. Our 3.75 percent convertible senior notes are rated BB- by Standard & Poor's and have not been rated by Moody's Investors Service.

We believe our future operating cash flows will be sufficient to meet our future operating and investing cash needs. In response to the global economy, we increased our cash balance in the United States to mitigate any unanticipated liquidity issues with our banking partners. We intend to maintain the balance at a similar level for the foreseeable future. The availability of additional borrowings under our primary revolving credit facility and our ability to obtain equity financing provide additional potential sources of liquidity should they . . .