11-K 1 d11k.txt FORM 11-K 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