SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the year ended December 31, 2000
MILLIPORE CORPORATION
(Name of issuer of the securities held Pursuant to the Plan)
80 Ashby Road
Bedford, Massachusetts 01730
(Address of the principal executive office
of the issuer)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION
AND SAVINGS PLAN
BY:/s/Jeffrey Rudin
Jeffrey Rudin
Committee for Administration
of the Millipore Corporation
Employees' Participation and
Savings Plan
Date: June 28, 2001
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
For the Year Ended December 31, 2000
MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION
AND SAVINGS PLAN
Index to Financial Statements and Supplemental Schedules *
Financial Statements Page(s)
Report of Independent Accountants 1
Statements of Net Assets Available for Plan Benefits
as of December 31, 2000 and 1999 2
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 2000 3
Notes to Financial Statements 4 - 9
Schedule of Assets Held for Investment Purposes
as of December 31, 2000 10
* Certain supplemental schedules have been omitted as they are either not
required or because the required information has been included elsewhere in
the financial statements.
Report of Independent Accountants
---------------------------------
To the Participants and Administrator of
the Millipore Employees' Participation and
Savings Plan
In our opinion, the accompanying statements of assets available for plan
benefits and the related statement of changes in assets available for plan
benefits present fairly, in all material respects, the assets available for plan
benefits of Millipore Employees' Participation and Savings Plan (the "Plan") at
December 31, 2000 and 1999, and the changes in assets available for plan
benefits for the year ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
is presented for the purpose of additional analysis and is not a required part
of the basic financial statements but is supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974 ("ERISA"). This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
The schedule of assets held that accompanies the Plan's financial statements
does not disclose the historical cost of non-participant directed Plan
investments. This information is required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under ERISA.
Boston, Massachusetts
June 8, 2001
1
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
2000 1999
------------ ------------
Assets
- ------
Investments, at fair value $173,584,742 $166,747,991
Investment in insurance company,
at contract value 305,570 323,348
------------ ------------
Total investments 173,890,312 167,071,339
Participant loans receivable 3,666,552 3,778,798
Contributions receivable:
Participation Account 5,615,169 5,016,613
------------ ------------
Assets available for plan benefits $183,172,033 $175,866,750
============ ============
The accompanying notes are an integral part of the financial statements.
2
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS
For the year ended December 31, 2000
Investment income:
Dividends on Millipore Common Stock $ 108,310
Dividends and interest 5,776,635
Net appreciation in fair value of investments 335,041
------------
Total investment Income 6,219,986
Contributions:
Employer contributions:
Participation Account 5,615,169
Savings Account 1,817,554
Employee Savings Account contributions 9,151,882
------------
Total contributions 16,584,605
Benefit payments (15,495,673)
Other expense (3,635)
------------
Net increase 7,305,283
Assets available for plan benefits at January 1 175,866,750
------------
Assets available for plan benefits at December 31 $183,172,033
============
The accompanying notes are an integral part of the financial statements.
3
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
A. Description of the Plan
-----------------------
General
-------
The following description of the Millipore Corporation (the "Company")
Employees' Participation and Savings Plan (the "Plan") provides only
general information. Participants should refer to the Plan document for a
more complete description of the Plan's provisions.
The Plan is a defined contribution profit sharing plan subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA)
and was most recently amended and restated effective January 1, 1997.
The Plan includes a profit sharing feature (the "Participation Account"),
which covers U.S. and Puerto Rico employees who have at least two years of
continuous service with the Company, and a savings feature (the "Savings
Account"), which covers only U.S. employees. Eligible employees can
contribute to the Savings Account upon service commencement date, and the
Company match will begin after one year of continuous service.
Effective August 1, 1999, T. Rowe Price Retirement Plan Service, Inc.
replaced Watson Wyatt Worldwide as recordkeeper of the Plan. Effective
August 1, 1999, T. Rowe Price Trust Company replaced Investor's Bank &
Trust as trustee of the Plan. As a result of this change in Trustee, all
new investment options were introduced with the exception of the Millipore
Stock Fund.
Funding Policy
--------------
Under the Participation Account, the Company makes discretionary
contributions to the Plan of a percentage of the Company's profits as
designated by the Company's Board of Directors. Contributions are
allocated to participants' accounts based on participants' compensation
during the year for which the contribution is made and are invested in the
Millipore Asset Allocation Fund. Prior to August 1, 1999, the Millipore
Asset Allocation Fund was known as the Balanced Fund. Prior to August 1,
1999, the Participation Account was commingled in a Master Trust with the
Retirement Plan for Employees of Millipore Corporation (the "Retirement
Plan"), a separate plan sponsored by the Company.
Under the Savings Account, participants may elect to contribute amounts
ranging from 1% to 16% of their eligible compensation on a pre-tax basis
subject to certain limitations. All participants with 10 or more years of
service receive a Company match of 50% of their contribution up to 6% of
their eligible compensation. Participants with less than 10 years of
service receive a Company match of 25% of their contribution up to 6% of
their eligible compensation.
Contributions under the Savings Account and the Company's matching amount
are invested as directed by the participants. Participants are permitted
to invest in one or more of the investment vehicles offered, pursuant to
the provisions of the Plan.
4
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
A. Description of the Plan - (continued)
-------------------------------------
Vesting
-------
All participants are fully vested in their accounts at all times.
Investment Options
------------------
A participant may direct contributions under the Savings Account into any
of the following investment options:
T. Rowe Price Blue Chip Growth Fund
T. Rowe Price Equity Index Trust
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Balanced Fund
Deutsche International Equity Fund
Van Kampen Emerging Growth Fund, Class A
Robertson Stephens (RS) Emerging Growth Fund
Pimco Total Return Fund
Millipore Common Stock
In addition to the above funds, there are investments from a plan acquired
through a prior acquisition by the Company, which consists of Deposit Fund
accounts held at Pan American Life Insurance Company. Employees cannot
direct contributions to these Deposit Fund accounts. The Deposit Fund
accounts hold guaranteed insurance contracts, which will mature over the
next two years until 2002. Upon maturity, participants must direct such
funds into the investment options mentioned above.
Non-participant directed investments (Participation Account) are invested
in the Millipore Asset Allocation Fund, formerly the Balanced Fund, which
is comprised of the following Grantham, Mayo, Van Otterloo Co., LLC ("GMO")
mutual funds:
GMO US Core Fund III
GMO Domestic Bond Fund III
GMO Small Cap Value Fund III
Participant Loans
-----------------
Participants may borrow from their fund accounts a minimum of $1,000 up to
a maximum equal to the lesser of, (1) the amount of their total account
(excluding the Participation Account), (2) the greater of $10,000 or one-
half of their total account; or (3) $50,000 reduced by the excess (if any)
of (a) the highest outstanding balance of loans from the Plan during the
1-year period ending on the day before the date on which such loan was
made, over (b) the outstanding balance of loans from the Plan on the date
on which such loan was made. Loan terms range from 1 to 5 years. Loan
interest rates are updated monthly. As of December 31, 2000, interest rates
on participant loans ranged from 5.5% to 10.5%. The entire amount of the
participant's account serves as collateral for the loan.
5
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
A. Description of the Plan - (continued)
-------------------------------------
Payment of Benefits
-------------------
Participants who are 59 1/2 years or older may, at any time, withdraw
amounts contributed to the Plan by, or on behalf of them, including income
earned. In the event of a participant's death, termination or retirement,
all amounts contributed to the Plan by, or on behalf of the participant,
including income earned, will be distributed in accordance with the
provisions of the Plan. Participants may request a withdrawal from their
account for certain hardships that result from medical expenses, expenses
to purchase a principal residence, or tuition expense for the next 12
months of post secondary education for the participant, their spouse,
children or dependents. The Committee for the Administration of the
Employee Participation and Savings Plan of Millipore Corporation determines
the existence of hardship. Participation Account contributions and income
earned may be transferred to the Retirement Plan for distribution in
accordance with its provisions, upon meeting certain requirements as
outlined in the Plan document.
Administrative Expenses
-----------------------
Generally, Plan administration expenses are paid by the Company; however,
certain expenses related to recordkeeping and investment activities charged
by the Plan's custodian are paid by the Plan. The plan administrator is
the Company.
B. Summary of Significant Accounting Policies
------------------------------------------
Basis of Accounting
-------------------
The Plan's financial statements are prepared under the accrual basis of
accounting.
Investment Valuation
--------------------
Investments in the money market fund are valued at cost, which approximates
fair market value. Investments in mutual funds are valued at their net
asset value, representing the value of which shares of the fund may be
purchased or redeemed. Common stocks are valued at the last reported sales
price on the last business day of the year. Participant loans are valued
at principal plus accrued interest, which approximates fair value. The
investment in insurance contracts is valued at contract value.
Purchases and sales of investments are recorded on a trade date basis.
Net appreciation (depreciation) on fair value of investments includes
realized gains and losses and unrealized appreciation (depreciation) on
investments. In determining the net gain or loss on investments, cost is
determined on the average cost basis.
6
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
B. Summary of Significant Accounting Policies - (continued)
--------------------------------------------------------
Use of Estimates
----------------
The preparation of the financial statements in conformity with generally
accepted accounting principles requires the Trustees to make significant
estimates and assumptions that affect the reported amounts of assets
available for plan benefits and disclosure of contingent assets and
liabilities at the date of the financial statements and the changes in
assets available for plan benefits during the reporting period. Actual
results could differ from those estimates.
Risks and Uncertainties
-----------------------
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, money market funds,
and other investment securities. Investment securities are exposed to
various risks such as interest rate, market, and credit risks. Due to the
level of risk associated with certain investment securities, and a level of
uncertainty related to changes in the value of investment securities, it is
at least reasonably possible that changes in risks in the near term could
materially affect participants' account balances, the amounts reported in
the statement of assets available for plan benefits, and the statement of
changes in assets available for plan benefits.
Investment Income
-----------------
Dividend income is recorded on the ex-dividend date. Interest income is
recorded on an accrual basis.
Contributions
-------------
Contributions from the Company under the Participation Account are accrued
and paid annually based upon a determination by the Board of Directors of
the Company in accordance with the provisions of the Plan.
Payment of Benefits
-------------------
Benefits payments are recorded when paid.
Related Party Transactions
--------------------------
Certain plan investments are shares of mutual funds managed by T. Rowe
Price. T. Rowe Price is the trustee as defined by the Plan and, therefore,
these transactions qualify as party-in-interest transactions.
The Plan invests in common stock of Millipore Corporation, the employer,
and transactions in this common stock are party-in-interest transactions.
Reclassifications
-----------------
Certain prior year information in the financial statements has been
reclassified to the current year presentation.
7
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
C. Investments
-----------
The following table presents the fair value of the Plan's investments as of
December 31:
2000 1999
------------ -------------
T. Rowe Price Blue Chip Growth Fund $ 13,788,486* $ 12,996,690*
T. Rowe Price Equity Index Trust 15,807,551* 19,654,715*
T. Rowe Price Summit Cash Reserves Fund 11,079,136* 12,322,184*
T. Rowe Price Balanced Fund 14,237,109* 16,307,737*
Van Kampen Emerging Growth Fund, Class A 17,168,159* 19,654,715*
Millipore Common Stock 18,443,167* 10,777,402*
GMO US Core Fund III ** 35,665,628* 32,938,437*
GMO Domestic Bond Fund III ** 29,910,971* 26,266,889*
Investment in guaranteed insurance contracts 305,570 323,348
Other mutual funds 17,484,535 15,829,222
----------- -----------
Total investments at fair value $173,890,312 $167,071,339
============ ============
* Investments that represent 5% or more of the Plan's assets at the end of
the year.
** Non-participant directed investments
During the year ended December 31, 2000, the Plan's investments (including
gains and losses on investments bought and sold, as well as held during the
year) appreciated (depreciated) in value as follows:
Mutual Funds $ (6,958,175)
Common Stock 7,293,216
------------
Net appreciation $ 335,041
============
D. Non-Participant Directed Investments
------------------------------------
Information about the assets and the significant components of the changes
in assets relating to the non-participant directed investments, the
Participation Account, is as follows:
December 31,
2000 1999
----------- -----------
Assets:
Mutual Funds $72,902,449 $73,803,889
=========== ===========
Year Ended Year Ended
December 31, December 31,
2000 1999
------------ ------------
Change in Assets:
Contributions $ 5,615,169 $ 5,016,613
Earnings 5,328,434 5,446,357
Benefits paid to Participants (6,248,524) (5,805,512)
----------- -----------
Change in assets $ 4,695,079 $ 4,657,458
=========== ===========
8
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
E. Interest in Master Trust
-------------------------
Prior to August 1, 1999, the assets of the Balanced Fund of the Plan and of
the Retirement Plan were commingled and jointly invested in a Master Trust.
Subsequent to August 1, 1999, the assets are no longer commingled.
F. Plan Termination
----------------
While the Company has not expressed any intent to discontinue its
contribution to the Plan, it is free to do so at any time under the current
provisions of the Plan. In the event of a permanent discontinuance of
Company contributions to the Plan, dissolution of the Company, acquisition
of the Company by an unaffiliated Company or vote by the Company's Board of
Directors to discontinue the Plan, the Plan shall be deemed terminated and
each participant shall be entitled to an immediate distribution of their
account.
G. Tax Status
----------
No provision for income taxes has been included in the Plan's financial
statements, as the Plan qualifies as a tax-exempt entity under section 401
of the Internal Revenue Code (IRC). The Internal Revenue Service has
determined and informed the Company by a letter dated May 15, 2000, that
the Plan is designed in accordance with applicable sections of the IRC. To
the best of its knowledge, the plan administrator believes that the Plan is
currently in compliance with its terms.
H. Subsequent Event
----------------
Effective April 1, 2001 employees of Mykrolis Corporation, a subsidiary of
Millipore Corporation, are no longer eligible employees under the Millipore
Corporation Employees' Participation and Savings Plan. All participants
who were employed in the microelectronics division of the Company and whose
employment is transferred to Mykrolis Corporation shall cease active
participation in the Plan as of April 1, 2001. The total accounts of the
microelectronics employees and the promissory notes representing any
outstanding loans to such employees shall be transferred to the Mykrolis
Corporation Savings and Investment Plan.
9
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Schedule H, line 4i: Schedule of Assets Held at December 31, 2000
Units/Maturity Date
Security Description and interest rate Fair Value
- -------------------- ------------------- ----------
* T. Rowe Price Blue Chip Growth Fund 407,340 $ 13,788,486
* T. Rowe Price Equity Index Trust 451,257 15,807,551
* T. Rowe Price Summit Cash Reserves Fund 11,079,136 11,079,136
* T. Rowe Price Balanced Fund 742,676 14,237,109
Deutsche International Equity Fund 133,184 3,370,900
Van Kampen Emerging Growth Fund, Class A 273,465 17,168,159
Robertson Stephens (RS) Emerging Growth Fund 139,802 6,152,689
Pimco Total Return Fund 51,702 537,192
* Millipore Common Stock 292,748 18,443,167
Investment in insurance contract 1/1/2001; 5.75% 189,171
Investment in insurance contract 1/1/2002; 6.10% 116,399
GMO US Core Fund III** 6,063,498 35,665,628
GMO Domestic Bond Fund III** 3,074,098 29,910,971
GMO Small Cap Value Fund III** 531,397 7,423,754
------------
Total investments $173,890,312
============
* Denotes party-in-interest
** Denotes non-participant directed investment. Cost information, which
is required, was not available.
10
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No.2-85698) of Millipore Corporation of our report dated
June 8, 2001, relating to the financial statements of Millipore Corporation
Employees' Participation and Savings Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 8, 2001