8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 19, 2005

MILLIPORE CORPORATION

(Exact name of registrant as specified in its charter)

MASSACHUSETTS	001-09781 (0-1052)	04-2170233
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

290 Concord Road, Billerica, Massachusetts 01821

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone number, including area code: (978) 715-4321

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On July 19, 2005, Millipore Corporation issued a press release disclosing its earnings and related information for the second quarter of 2005. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release issued July19, 2005.

2

SIGNATURES

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

MILLIPORE CORPORATION

/s/ Jeffrey Rudin

Jeffrey Rudin

Vice President and General Counsel

Date: July 19, 2005

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued July 19, 2005.

EX-99.1

Exhibit 99.1

Investor Contact	Media Contact
Geoffrey Helliwell	Thomas Anderson
Treasurer	Vice President
(978) 715 - 1041	Corporate Communications
(800) 225 - 3384	(978) 715 - 1043
Geoffrey_Helliwell@Millipore.com	(800) 225 - 3384
	Thomas_Anderson@Millipore.com

Millipore Revenues Up 9 Percent in Second Quarter, 11 Percent for First Half of 2005

Billerica, Massachusetts, July 19, 2005 – Millipore Corporation (NYSE/MIL) announced today that its second quarter revenues were $245 million, up 9 percent from the same period of 2004. In constant currency, revenue growth was 6 percent. For the first half of the year, revenues were $495 million, up 11 percent. In constant currency, growth was 8 percent for the first half of the year.

Second quarter earnings were $0.47 per share, compared with $0.57 per share last year. Included in the results for the quarter were pretax expenses of $3.8 million related to executive transition agreements, $3.2 million of division reorganization costs and manufacturing consolidation costs of $2.6 million. Excluding these items, non-GAAP earnings for the quarter would have been $0.59 per share. Included in the results for the second quarter of 2004 were $1.7 million related to executive transition agreements. Excluding these costs non-GAAP earnings for the second quarter of 2004 would have been $0.59 per share.

Martin D. Madaus, Millipore’s Chairman and CEO, commented. “We are very pleased with the progress made in delivering another solid quarter, completely in line with our expectations and projections.”

He added: “Our prospects are excellent. We are implementing the new growth strategy for Millipore that we presented to analysts and investors on June 29^th. Since that meeting we have announced two acquisitions that strengthen our position in the bioprocess market with new services and new product offerings. We are also continuing efforts to consolidate our manufacturing plants and accelerate R&D innovation. We’re off to a great start.”

Millipore’s second quarter revenue growth by geography was as follows ($’s in millions):

Revenues by Geographic Area	Q2 2005		Q2 2004		% Growth		% Growth Local Currency
Americas	$	104	$	97	7	%	5	%
Europe		98		88	13	%	8	%
Asia/Pacific		43		40	7	%	4	%
Total	$	245	$	225	9	%	6	%

Millipore’s second quarter revenue growth by division was as follows ($’s in millions):

Revenues by Division	Q2 2005		Q2 2004		% Growth		% Growth Local Currency
Bioscience	$	97	$	91	6	%	3	%
Bioprocess		148		134	11	%	8	%
Total	$	245	$	225	9	%	6	%

Use of Non-GAAP Financial Measures

In addition to analyzing U.S. GAAP financial results, management also analyzes “non-GAAP” financial measures as we believe these measures may allow for a better understanding of the underlying business trends. “Constant currency” is a non-GAAP measure whereby foreign currency balances are translated, in all periods presented, at Millipore’s predetermined budgeted exchange rates for 2005, thus excluding the impact of fluctuations in the actual foreign currency rates. Non-GAAP earnings per share reflect U.S. GAAP results, translated at actual rates of exchange and adjusted for unusual or non-operating items.

Quarterly Earnings Call

Millipore will have a Live Webcast Quarterly Earnings call today, July 19, 2005 at 5:30 p.m., Eastern Time. Please visit the Millipore web site at www.millipore.com for details about this event. The replay of the webcast will be available online the day after the event.

About Millipore

Millipore is a leading bioprocess and bioscience products and services company, organized into two divisions. The Bioprocess division offers solutions that optimize development and manufacturing of biologics. The Bioscience division provides high performance products and application insights that improve laboratory productivity. Millipore has a deep understanding of its customers’ research and manufacturing process needs, and offers reliable and innovative tools, technologies and services. The Company employs approximately 4,500 people worldwide and posted revenues of $883 million in 2004.

For additional information on Millipore Corporation, please visit its website at: www.millipore.com

Forward Looking Statements:

The matters discussed herein, as well as in future oral and written statements by management of Millipore Corporation that are forward-looking statements, are based on current management expectations that 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. Potential risks and uncertainties that could affect Millipore’s future operating results include, without limitation, foreign exchange rates; regulatory delay in the approval of new therapeutics and their ultimate commercial success; further consolidation of drug manufacturers; competitive factors such as new membrane technology; lack of availability of raw materials or component products on a timely basis; inventory risks due to shifts in market demand; change in product mix; conditions in the economy in general and in the bioscience and bioprocess markets in particular; potential environmental liabilities; the inability to utilize technology in current or planned products due to overriding rights by third parties; difficulties inherent in research and development activities; and the risk factors listed from time to time in Millipore’s filings with the SEC.

Millipore Corporation

Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Six Months Ended
	July 2, 2005			July 3, 2004			July 2, 2005			July 3, 2004
Net sales	$	244,964		$	224,668		$	495,142		$	447,137
Cost of sales		116,125			103,241			230,228			204,151
Gross profit		128,839			121,427			264,914			242,986
Selling, general and administrative expenses		80,550			66,976			157,983			134,758
Research and development expenses		17,341			16,037			33,414			32,034
Operating income		30,948			38,414			73,517			76,194
Interest income		633			225			1,308			641
Interest expense		(1,755	)		(2,101	)		(3,589	)		(4,979	)
Income before income taxes		29,826			36,538			71,236			71,856
Provision for income taxes		5,849			8,044			14,959			16,167
Net income	$	23,977		$	28,494		$	56,277		$	55,689
Diluted income per share	$	0.47		$	0.57		$	1.11		$	1.11
Diluted weighted average shares outstanding		50,707			50,305			50,525			50,092

Geoffrey E. Helliwell

Treasurer

(800) 225-3384 or (978) 715-1041

Millipore Corporation

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

	July 2, 2005		December 31, 2004
Assets
Cash and cash equivalents	$	167,080	$	152,144
Accounts receivable, net		188,140		181,911
Inventories		135,174		143,714
Deferred income taxes		45,520		54,247
Other current assets		10,511		8,840
Total current assets		546,425		540,856
Property, plant and equipment, net		342,417		351,004
Deferred income taxes		96,521		85,197
Intangible assets, net		18,218		19,584
Goodwill		9,433		9,433
Other assets		6,661		7,745
Total assets	$	1,019,675	$	1,013,819
Liabilities and shareholders’ equity
Accounts payable	$	62,443	$	66,970
Other current liabilities		103,068		96,040
Total current liabilities		165,511		163,010
Long-term debt		105,000		147,000
Other liabilities		59,864		64,959
Shareholders’ equity		689,300		638,850
Total liabilities and shareholders’ equity	$	1,019,675	$	1,013,819

Geoffrey E. Helliwell

Treasurer

(800) 225-3384 or (978) 715-1041