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, 2001
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 20, 2002
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
For the Year Ended December 31, 2001
MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION
AND SAVINGS PLAN
Index to Financial Statements and Supplemental Schedules *
Financial Statements Page(s)
Report of Independent Accountants 4
Statements of Assets Available for Plan Benefits
as of December 31, 2001 and 2000 5
Statement of Changes in Assets Available for Plan
Benefits for the year ended December 31, 2001 6
Notes to Financial Statements 7 - 12
Schedule of Assets Held for Investment Purposes
as of December 31, 2001 13
* 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 Corporation 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 Corporation Employees' Participation and Savings Plan (the
"Plan") at December 31, 2001 and 2000, and the changes in assets available for
plan benefits for the year ended December 31, 2001 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 as amended ("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 7, 2002
4
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
2001 2000
------------------ -------------------
Assets
Investments, at fair value $ 154,935,939 $ 177,251,294
Investment in guaranteed insurance contract, at
contract value - 305,570
------------------ -------------------
Total investments 154,935,939 177,556,864
Contributions receivable:
Participation account 4,438,209 5,615,169
------------------ -------------------
Assets available for plan benefits $159,374,148 $183,172,033
================== ===================
The accompanying notes are an integral part of the financial statements.
5
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS
For the year ended December 31, 2001
Investment loss:
Dividends on Millipore common stock $ 97,359
Dividends and interest 1,483,752
Net depreciation in fair value of investments (14,788,769)
----------------
Total investment loss (13,207,658)
Contributions:
Employer contributions:
Participation account 4,438,209
Savings account 1,692,139
Employee savings account contributions 7,169,719
----------------
Total contributions 13,300,067
Benefit payments (8,710,200)
Assets transferred to Mykrolis Plan (Note G) (15,183,430)
Other expense 3,336
----------------
Net decrease (23,797,885)
Assets available for plan benefits at January 1 183,172,033
----------------
Assets available for plan benefits at December 31 $159,374,148
================
The accompanying notes are an integral part of the financial statements.
6
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
A. Description of the Plan
General
The following description of the Millipore Corporation 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 as
amended (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 Millipore Corporation (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.
T. Rowe Price Retirement Plan Service, Inc. serves as recordkeeper of
the Plan. T. Rowe Price Trust Company serves as co-trustee and
custodian of the Plan.
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, plan
earnings, and an allocation of administrative expenses 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.
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.
Each Participant's Account is credited with the participant's
contribution, allocations of the Company's contribution, plan earnings
and charged with an allocation of administrative expenses to the extent
these expenses are not borne by the Company. Participants are permitted
to invest in one or more of the investment vehicles offered, pursuant
to the provisions of the Plan.
7
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 were investments from a plan
acquired through a prior acquisition by the Company, which consisted of
Deposit Fund accounts held at Pan American Life Insurance Company.
Employees could not direct contributions to these Deposit Fund
accounts. The Deposit Fund accounts held guaranteed insurance
contracts, which matured during 2001. Upon maturity, participants
directed such funds into the investment options mentioned above.
Non-participant directed investments (Participation Account) are
invested in the Millipore Asset Allocation 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 (excluding the Participation
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, 2001, interest
rates on participant loans ranged from 5.5% to 9.5%. The entire amount
of the participant's account serves as collateral for the loan.
8
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 savings account for certain hardships including 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 a 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
Substantially all Plan administration expenses are paid by the Company.
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 guaranteed insurance contracts is valued
at contract value, which approximates fair 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.
9
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.
10
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:
2001 2000
---- ----
T. Rowe Price Blue Chip Growth Fund $ 10,453,405* $ 13,788,486*
T. Rowe Price Equity Index Trust 12,114,253* 15,807,551*
T. Rowe Price Summit Cash Reserves Fund 11,664,469* 11,079,136*
T. Rowe Price Balanced Fund 12,058,496* 14,237,109*
Van Kampen Emerging Growth Fund, Class A 10,030,370* 17,168,159*
Millipore Common Stock 10,962,756* 18,443,167*
GMO US Core Fund III ** 38,936,694* 35,665,628*
GMO Domestic Bond Fund III ** 28,338,070* 29,910,971*
Participant Loans 2,744,216 3,666,552
Investment in guaranteed insurance contracts - 305,570
Other mutual funds 17,633,210 17,484,535
----------- -----------
Total investments at fair value $ 154,935,939 $ 177,556,864
=========== ===========
* 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, 2001, the Plan's investments
(including gains and losses on investments bought and sold, as well as
held during the year) depreciated in value as follows:
Mutual funds $ (13,226,641)
Common stock (1,562,128)
--------------
Net depreciation $ (14,788,769)
==============
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,
2001 2000
-------------------------------------------
Assets:
Mutual Funds $75,207,124 $ 72,902,449
Contribution Receivable 4,438,209 5,615,169
-------------- --------------
$79,645,333 $78,517,618
============== ==============
Year Ended
December 31,
2001
--------------
Change in Assets:
Contributions $ 4,438,209
Earnings 474,768
Benefits paid to Participants (3,785,262)
--------------
Change in assets $ 1,127,715
==============
11
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements
E. 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.
F. 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 31, 2002,
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.
G. Plan Transfer
Effective April 1, 2001 employees of Mykrolis Corporation, a subsidiary
of Millipore Corporation, were no longer eligible employees under the
Millipore Corporation Employees' Participation and Savings Plan. All
participants whose employment was transferred to Mykrolis Corporation
ceased participation in the Plan as of April 1, 2001. The Savings
Accounts of the Mykrolis Corporation employees and the promissory notes
representing any outstanding loans to such employees were transferred
to the Mykrolis Corporation Savings and Investment Plan.
12
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Schedule H, line 4i: Schedule of Assets Held at December 31, 2001
Security Description Units/Maturity Date Fair Value
-------------------- ------------------- ----------
and interest rate
-----------------
* T. Rowe Price Blue Chip Growth Fund 360,836 $ 10,453,405
* T. Rowe Price Equity Index Trust 392,937 12,114,253
* T. Rowe Price Summit Cash Reserves Fund 11,664,469 11,664,469
* T. Rowe Price Balanced Fund 689,451 12,058,496
Deutsche International Equity Fund 126,210 2,381,577
Van Kampen Emerging Growth Fund, Class A 237,013 10,030,370
Robertson Stephens (RS) Emerging Growth Fund 143,932 4,607,259
Pimco Total Return Fund 259,275 2,712,014
* Millipore Common Stock 180,606 10,962,756
GMO US Core Fund III** 2,958,933 38,936,694
GMO Domestic Bond Fund III** 2,991,945 28,338,070
GMO Small Cap Value Fund III** 552,912 7,932,360
Participant Loans 2,744,216 2,744,216
-----------
Total investments $154,935,939
===========
* Denotes party-in-interest
** Denotes non-participant directed investment. Cost information, which is
required, is not available.
13
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 7, 2002, relating to the financial statements of Millipore Corporation
Employees' Participation and Savings Plan, which appears in this Form 11-K.
Boston, Massachusetts
June 20, 2002
14