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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the transition period from             to            

Commission File Number 001-09781 (0-1052)

MILLIPORE CORPORATION

(Exact name of registrant as specified in its charter)

(978) 715-4321

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x      No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is  not contained herein and will not be contained, to the best or registrant’s knowledge, in definitive proxy  or information statements incorporated by reference in Part III of Form 10-K or any amendment to this  Form 10-K.  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule  12b-2).    Yes  x      No  ¨

As of June 28, 2002, the aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant was approximately $985,700,000 based on the closing price on that date on the New York Stock Exchange.

As of February 26, 2003, 48,443,595 shares of the registrant’s Common Stock were outstanding.

Documents Incorporated by Reference

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PART I

Item 1.    Business

The Company

Millipore Corporation was incorporated under the laws of Massachusetts on May 3, 1954. Unless the context otherwise requires, the terms “Millipore” or the “Company” shall mean Millipore Corporation and its subsidiaries.

Millipore is a multinational bioscience company that provides technologies, tools and services for the discovery, development and production of new therapeutic drugs. The Company’s products serve the worldwide biotechnology, pharmaceutical and life science research industries. Millipore’s products are based on a variety of enabling technologies, including the Company’s membrane filtration and chromatography technologies. For the biotechnology and pharmaceutical industries, Millipore offers products for development, scale-up, production and quality assurance of therapeutics, as well as validation services. In life science research, Millipore offers products for drug discovery, proteomics, genomics, and general laboratory applications.

In 2002, Millipore completed the spin-off of its former Microelectronics business, Mykrolis Corporation (“Mykrolis”). The Company distributed its remaining ownership interest in Mykrolis common stock on February 27, 2002 as a dividend to its shareholders of record as of February 13, 2002. In 2001, as part of the separation of Mykrolis from Millipore, the two companies entered into a number of agreements covering a range of issues relating to the separation, including transitional services, intellectual property rights, product manufacturing and supply, research and development services and employee matters, of which some agreements remain in effect.

Information About Operating Segments

The Company’s chief decision makers have determined that the Company has three operating segments: BioPharmaceutical, Laboratory Water and Life Sciences, which are aggregated into one reportable business segment: Bioscience. The Bioscience segment includes consumable products, hardware and services sold principally to pharmaceutical, biotechnology and life science research companies, university and government laboratories and research institutes. The Company’s product offerings are used primarily in the discovery, development and manufacture of therapeutic compounds. During 2002, approximately 55% of net sales in the Company’s business were made to customers outside the Americas, and approximately 77% of such net sales were of consumable products. Geographic and segment information is discussed in the Financial Statements, which are hereby incorporated by reference.

Products, Technologies and Applications

Millipore sells over 5,000 products, not including spare parts, which are listed in its catalogs and are sold as standard items, systems or devices. Millipore manufactures the majority of the products that it sells.

The Company divides its product offerings into three categories: Consumables, Hardware and Services. Consumables is the largest category with approximately 77% of sales in 2002. Products in this category range from handheld laboratory sample prep and screening devices and kits in various low and high throughput formats to specialty membranes to large process scale cartridges manufactured in various flat or cylindrical formats used to filter thousands of liters of fluid. Also included in the category of Consumables is media used for chromatographic separations. Hardware sales represented approximately 20% of 2002 consolidated sales. Products in this category range from small benchtop filtration systems and cartridge integrity testers to large stainless steel process scale filtration and chromatography systems and columns costing up to several million dollars. Consumables typically have higher profit margins than Hardware. The Services category represents approximately 3% of sales in 2002. Included in this category are field services for the maintenance of laboratory water systems and validation services offered to biopharmaceutical customers.

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The principal technologies utilized by Millipore’s products are based on membranes and chromatography. Membranes are used to filter either the wanted or the unwanted particulate or bacterial, molecular or viral entities from fluids. Some of the Company’s newer membrane materials also use affinity, ion-exchange or electrical charge mechanisms to effect the desired separation. Membranes are incorporated into both microfiltration and ultrafiltration devices, cartridges and modules of different configurations to address a variety of customer separation and purification needs. Chromatography media is used to purify or separate biopharmaceutical compounds or to remove contaminants from these compounds by chemical adsorption. The Company’s laboratory water purification products combine membrane, resin and other separations technologies to provide ultrapure water for critical applications.

Millipore has also introduced novel technologies and products to meet the needs of the burgeoning life sciences research industry, including sample preparation products using both membranes and chromatographic separation techniques. In addition, products based on the Company’s proprietary size exclusion membrane technology have been introduced to improve speed, automation and cost-effectiveness of a number of DNA-based separations for sequencing, plasmid prep, PCR, diagnostic and microarray applications. These novel technologies are also being used for new applications in the drug discovery markets for the screening of potential drug compounds and for sample preparation in the emerging field of proteomics. During 2001 and 2002, Millipore launched a series of kits based on these technologies that are intended for a variety of genomics and proteomics applications.

In the past several years, Millipore has developed and acquired rights to certain products and technologies designed to simplify and to reduce the time and expense of certain steps in the downstream and final fill processes of pharmaceutical manufacturing by replacing stainless steel hardware with disposable plastic products. These “disposable manufacturing” products include products for the sterile transfer of components into pharmaceutical filling environments and disposable filling systems for sterile fill and finish operations.

The Company’s products are used in biopharmaceutical manufacturing and research operations to isolate and purify specific components of fluid streams for analysis, to concentrate identified compounds for further processing and to purify or sterilize small and large volumes of critical fluids. Customers also use the Company’s products to gain knowledge about a molecule, compound or microorganism by detecting, identifying and quantifying the relevant components of a fluid sample. The Company’s laboratory water purification products are used by customers to provide ultrapure water for critical laboratory analysis and for clinical testing. The Company’s newer disposable manufacturing products are expected to be used in a variety of applications in downstream and final fill processes of pharmaceutical manufacturing.

Customers and Markets

The Company sells its products into three markets: Biotechnology, Life Science Research and Other Bioscience. A variety of the Company’s products are used in the Biotechnology market in the development and production of therapeutic products based on recombinant proteins, including monoclonal antibodies, enzymes, coagulation factors, vaccines, cytokines, hormone growth factors, plasma products and transgenic and gene therapy products. Millipore’s membrane and chromatography products play an important role in the development of new biotech drugs by offering a continuum of products capable of being scaled-up to match customer needs at different stages during the development process through full scale drug production. The Company’s new disposable manufacturing products will also enable its biopharmaceutical customers to simplify and to reduce the time and expenses of certain steps in their downstream and final fill processes of biotech drugs.

The Life Science Research market consists of research activities in drug discovery, proteomics and genomics. Life science research companies, pharmaceutical companies, private and public research and testing laboratories and regulatory agencies use a number of the Company’s products in a variety of life science research applications, including gene sequencing, functional genomics, SNP Analysis, genotyping, expression analysis, affinity purification, biomarkers, functional and structural analysis, combinatorial chemistry, assay development and ADME screening. The Company’s products used in these life science research applications include sample preparation devices and kits and drug screening and water purification products.

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The Company’s products are used in Other Bioscience markets by a wide spectrum of customers primarily in bioscience applications. Pharmaceutical, diagnostics and ophthalmics manufacturers use Millipore products in clarification, concentration, purification, sterilization and sterility testing of their products. Hospitals and analytical laboratories use Millipore’s laboratory scale filtration devices in sample preparation, sterile particulate removal and concentration of samples. The beverage industry uses the Company’s products for quality control and process applications, principally to monitor for microbiological contamination and to prevent spoilage by removal of bacteria and yeast from products such as wine, beer, bottled juices and water.

Although no single customer accounts for 10% or greater of the Company’s sales, some of the Company’s individual customers do purchase significant quantities of the Company’s products.

Sales and Marketing

The Company sells its products within the United States to end users primarily through its own direct sales force and web site and, in the case of products used in laboratory applications, to a limited extent through an independent distributor. The Company sells its products in international markets through the sales forces of its subsidiaries and branches located in more than 30 major industrialized and developing countries as well as through independent distributors. As of December 31, 2002, the Company’s marketing, sales and service forces consisted of approximately 1,600 employees worldwide.

The Company’s marketing efforts focus on application development for existing products and on new and differentiated products for newly identified and proposed customer needs. The Company seeks to educate customers as to the variety of analytical and purification problems which may be addressed by its products and to adapt its products and technologies to separations and process control problems identified by its customers.

The Company believes that its technical support services are important to its marketing efforts. These services include assisting in defining the customer’s needs, evaluating alternative solutions, designing a specific system to perform the desired separation, training users, and assisting customers in compliance with relevant government regulations.

Research and Development

In its role as a pioneer of membrane separations, Millipore has traditionally placed heavy emphasis on research and development. This emphasis has permitted Millipore to be the first company to introduce a number of major new enabling separations membranes and membrane devices (examples include: nitrocellulose microfiltration membrane in 1954, compact high purity laboratory water systems in 1972, membrane based syringe filter devices in 1973, membrane based filters for intravenous drug therapy in 1975, tangential flow filtration cassette devices in 1975, chemically modified polyvinylidene fluoride membrane in 1978, continuous electro-deionization water purification systems in 1988, composite ultrafiltration membranes in 1989, melt-cast PFA membranes in 1990, composite ultrafiltration membranes for the removal of viruses from protein solution in 1991, ultra-high molecular weight polyethylene membrane in 1993, and non-dewetting PTFE membrane in 1997).

The Company’s ongoing research and development activities include the extension and enhancement of existing Millipore technologies to respond to new applications, the development of new membranes and chromatography media, and the upgrading of membrane- and media-based systems to afford the user greater purification capabilities. Over the last several years, through acquisitions, alliances, licenses and research and development investments, Millipore has expanded and diversified its technology base significantly. Millipore has focused this expansion and diversification strongly on life science research and biotechnology applications and, more recently, on disposable manufacturing initiatives. The rapidly changing life science markets require novel technologies to meet the needs of high throughput sample analysis. This has led to products utilizing both membranes and chromatographic separation techniques, including an entire platform based on chromatographic

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media embedded in membrane structures which was introduced for the proteomics market. Millipore has progressed substantially in recent years in its efforts to develop a differentiated line of chromatography media products for the rapidly growing biotechnology market. For biopharmaceutical manufacturing applications, process scale integrated systems have been introduced that include chromatography hardware and media as well as computer process software and membrane devices.

Millipore performs most of its own research and development. Other than a limited amount of research and development work related to membrane surface modification that is being provided to Mykrolis as part of the separation of Mykrolis from Millipore, the Company does not provide material amounts of research services for others. As a percent of sales, Millipore has increased its research and development spending to 7.4% in 2002 from 7.0% in 2001 and 6.8% in 2000.

The Company has followed a practice of supplementing its internal research and development efforts by acquiring or licensing newly developed technology from unaffiliated third parties, acquiring distribution rights with respect thereto, and undertaking collaborative or sponsored research and development activities with unaffiliated companies and academic or research institutions, when it believes it is in its long term interests to do so.

Patents, Trademarks and Licenses

Millipore has been granted and has licensed rights under a number of patents and has other patent applications pending both in the United States and abroad. While these patents and licenses in the aggregate are viewed as valuable assets, the Company believes that no individual patent is critical to its ongoing operations. Millipore also owns a number of trademarks, the most significant being “Millipore”.

Competition

The Company faces intense competition in all of its markets. The Company believes that its principal competitors include Amersham Biosciences, Pall Corporation, Qiagen NV, Whatman PLC, Sartorius AG, Apogent Technologies Inc., and United States Filter Corporation. Certain of the Company’s competitors are larger and have greater resources than the Company. However, the Company believes that, within the markets it serves, it offers a broader line of products, making use of a wider range of technologies and addressing a broader range of applications than any single competitor.

While price is an important factor, the Company competes primarily on the basis of technical expertise, product quality and responsiveness to customer needs, including service and technical support.

Environmental Matters

The Company is subject to numerous federal, state and foreign laws and regulations that impose strict requirements for the control and abatement of air, water and soil pollutants and the manufacturing, storage, handling and disposal of hazardous substances and waste. The Company is in substantial compliance with all applicable environmental requirements. Compliance with the foregoing environmental laws during 2002, 2001 and 2000 has had no material effect on the Company’s capital expenditures, earnings or competitive position. Because regulatory standards under environmental laws and regulations are becoming increasingly stringent, however, there can be no assurance that future developments will not cause the Company to incur material environmental liabilities or costs.

Raw Materials

Millipore’s products are made from a wide variety of raw materials that are generally available from alternate sources of supply. For certain critical raw materials, Millipore has qualified only a single source. With sufficient lead times, the Company believes it would be able to validate alternate suppliers for each of these raw

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materials. Several of these critical raw materials are used in a significant portion of the Company’s products and if the Company were unable to obtain supply of any one of them, the loss of revenues to the Company would be material.

Other Information

As of December 31, 2002, Millipore employed approximately 4,310 people worldwide, of whom approximately 1,970 were employed in the United States and approximately 2,340 were employed overseas.

The Company’s Internet website address is www.millipore.com. Millipore’s annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and all amendments thereto, are available free of charge on the Company’s website as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the Securities and Exchange Commission.

Executive Officers of Millipore

The following is a list, as of March 1, 2003, of the Executive Officers of Millipore. All of such Executive Officers were elected to serve until the first Directors Meeting following the Company’s 2003 Annual Stockholders Meeting.

Mr. Lunger was elected President of Millipore in April 2001 and Chief Executive Officer in August 2001 and Chairman of the Board in April 2002. Before being elected President, Mr. Lunger was Executive Vice President and Chief Operating Officer of Millipore (2000-2001) and Vice President, Chief Financial Officer and Treasurer of Millipore (1997-2000). Prior to joining Millipore, Mr. Lunger had been, since 1995, Senior Vice President and Chief Financial Officer of Oak Industries, Inc., a developer, manufacturer and supplier of components to the telecommunications industry. From 1994 until 1995, Mr. Lunger had been acting Chief Executive Officer and Chief Administrative Officer of Nashua Corporation, a conglomerate with diverse businesses ranging from office supplies to photo finishing. During the period 1983-1994, Mr. Lunger served in various business operations and financial management positions with Raychem Corporation, an international material science company serving the telecommunication, automotive, energy and defense markets, including Vice President and Group General Manager (1992-1994), Vice President and Assistant Sector General Manager (1991-1992) and Vice President, Finance (1988-1991).

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Ms. Allen was elected Vice President and Chief Financial Officer of Millipore in January 2000. Prior to that, Ms. Allen held a wide variety of positions in Millipore’s financial organization since joining the Company in 1983, most recently as the Company’s Corporate Controller and Chief Accounting Officer (1998-2000). Prior to joining Millipore, Ms. Allen practiced public accounting for six years with Arthur Young and Company.

Mr. Baly was elected Vice President of Millipore in December 2001 and continues as President of the Laboratory Water Division and of Millipore International (formerly Millipore Bioscience International), to which he was appointed in February 2001. Prior to that, Mr. Baly held a wide variety of positions since joining Millipore in 1972, most recently as Vice President of the Analytical Divisions of Millipore from 1994 until February 2001.

Mr. Goel was elected Vice President of Millipore in December 2001 and also continues as President of the Company’s Membrane Technology Division, to which he was appointed in February 2001. Mr. Goel joined Millipore in 1977 as a product development engineer for high purity water products. From 1988 through 1998 Mr. Goel served as Vice President Membrane Research & Development, Analytical Laboratory, and from 1999 through 2001, Mr. Goel served as Vice President, Corporate Technology Operations.

Mr. Lary was elected Vice President of Millipore in November 1994 and is responsible for the Company’s device manufacturing, facilities and supply chain organizations. From May of 1993 until his election as a Vice President, Mr. Lary served as Senior Vice President and General Manager of the Americas Operation. For the ten years prior to that time, he served as Senior Vice President of the Membrane Operations Division of Millipore.

Mr. Rudin was elected Vice President and General Counsel of Millipore in December 1996. Prior to joining Millipore, Mr. Rudin served Ciba Corning Diagnostics Corp. as Senior Vice President and General Counsel (since 1993) and as Vice President and General Counsel (1988-1993). Prior to that, Mr. Rudin was Assistant Division Counsel for the Pharmaceutical Division of Ciba-Geigy Corporation. Mr. Rudin was appointed Clerk of Millipore Corporation in 1999.

Mr. Sanborn was appointed President of the Company’s Life Sciences Division in December 2002 and remains a Vice President of Millipore to which he was elected (as Vice President of Strategic Planning and Business Development) in September 2000. Prior to joining Millipore, Mr. Sanborn was a Manager (1997-2000) and Consultant (1994-1997) at Bain & Company, a global consulting firm. Mr. Sanborn also served as a Financial Analyst at Goldman Sachs & Co. (1989-1992).

Ms. Stearns was elected Vice President for Human Resources of Millipore in April 2001. From 1993 to 2001, Ms. Stearns served the Company in several senior human resources management positions and as country manager of the Company’s United Kingdom subsidiary. From 1991 to 1993, Ms. Stearns was Director, Human Resources for Ionpure Technologies, Inc., a process water company.

Ms. Vogt was elected Vice President of Millipore in December 2001 and continues as President of the Company’s BioPharmaceutical Division, to which she was appointed in February 2001. Prior to that, Ms. Vogt held a wide variety of positions since joining the Company in 1981, most recently as Vice President & General Manager, Laboratory Water Division (1999-2001) and General Manager of the Analytical Products Division (1997-1999).

Mr. Wagner joined Millipore in December 2002 as Director of Strategic Planning and Business Development and was elected Vice President of the Company effective March 2003. Prior to joining Millipore, Mr. Wagner served as a Manager (2001-2002) and Consultant (1998-2001) at Bain & Company. From 1996 to 1998, Mr. Wagner attended Harvard University Graduate School of Business Administration, where he received his MBA. Prior to that, Mr. Wagner served as a Manager of Corporate Accounting Analysis at Millipore (1995-1996), and practiced public accounting from 1990 to 1995 with Coopers & Lybrand LLP.

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Item 2.    Properties.

Millipore operates 12 manufacturing sites located in the United States, France, Ireland, United Kingdom, Japan and Brazil. The following table identifies the major production sites that are owned by Millipore, and describes the purposes and the approximate floor space and land area of each.

Millipore owns a total of approximately 1.2 million square feet of usable space in facilities worldwide (including the facilities listed above), which is used for office, research and development, manufacturing and warehouse purposes. All of the Company’s owned facilities are owned in fee and are not subject to any material encumbrances, except for a finance lease on a portion of the Molsheim, France property.

In addition to its owned properties, Millipore currently leases facilities throughout the world for manufacturing, sales, research, warehouse, and administrative uses. In December 2002, Millipore moved its corporate headquarters from its owned facility in Bedford, Massachusetts to a leased facility in Billerica, Massachusetts, approximately 4 miles from the former headquarters. The aggregate area of Millipore’s leased space worldwide is approximately 700,000 square feet and the cost of such leased space was approximately $8.1 million in 2002. The following leased facilities are the most significant:

The Company’s owned facilities in Bedford, Massachusetts, in Cidra, Puerto Rico, in Cork, Ireland, and in Molsheim, France currently operate at approximately 65%, 65%, 85% and 80% of capacity, respectively. All of the other above listed owned and leased major facilities are at least 90% utilized.

Millipore is of the opinion that all the facilities owned or leased by it are well maintained, appropriately insured, in good operating condition and suitable for their present uses.

Item 3.    Legal Proceedings.

The Company currently is not a party to any material legal proceeding and the Company knows of no material legal proceeding contemplated by any governmental authority.

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On July 21, 1999, Amersham Pharmacia Biotech AB (“APB”) (now known as Amersham Biosciences AB) of Sweden filed a complaint in the High Court of Justice in the United Kingdom against the Company and two of its subsidiaries alleging that the sale of the Company’s ISOPAK chromatography valve infringed one or more of the claims contained in certain APB patents. APB sought an injunction against the alleged infringement as well as damages. On October 26, 2000, the High Court ruled that the chromatography valve currently sold by the Company did not infringe the APB patents. APB appealed this decision and, on July 5, 2001, the British Appeals Court affirmed the decision of the High Court. On February 13, 2002, the House of Lords rejected APB’s request for leave to appeal the decision of the Appeals Court. The High Court also ruled that a discontinued product did infringe one of the APB patents. The parties settled this matter on December 30, 2002. Under the settlement, Millipore paid APB an agreed amount in respect of damages for the infringement by the discontinued product and took a license from APB under related patents.

Item 4.    Submission of Matters to a Vote of Security Holders.

This item is not applicable.

PART II

Item 5.    Market for Millipore’s Common Stock, and Related Stockholder Matters.

Millipore’s Common Stock, $1.00 par value, is listed on the New York Stock Exchange and is traded under the symbol “MIL”. The following table sets forth, for the indicated fiscal periods, (i) the high and low sales prices of Millipore’s Common Stock (as reported on the New York Stock Exchange Composite Tape) restated to reflect the stock distribution of its interest in Mykrolis Corporation (“Mykrolis”) as described below and (ii) the cash dividends declared (on a per share basis). On March 7, 2003, there were approximately 2,578 shareholders of record.

The Company did not declare any cash dividends during 2002 nor does the Company intend to make future dividend declarations or payments as the Company will instead focus on investing in R&D and building productive capacity.

The Company’s stock price history as set forth above is restated for all periods prior to February 28, 2002 to reflect the impact on its stock price of the distribution of the Company’s ownership of Mykrolis common stock to the Company’s stockholders on February 27, 2002. The price per share of the Company’s common stock decreased $6.60 from the market close of $57.02 on February 27, 2002 to $50.42 at the opening trade on February 28, 2002.

Item 6.    Selected Financial Data.

The following selected consolidated financial data for Millipore are derived from the Company’s Financial Statements and related notes thereto. The following selected consolidated financial data should be read in connection with and is qualified in its entirety by Millipore’s Financial Statements and related notes thereto and other financial information included elsewhere in this Form 10-K report. The Company’s results from discontinued operations reflect the financial results of Mykrolis through February 27, 2002, the date on which the Company distributed its ownership of Mykrolis common stock to the Company’s shareholders.

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Millipore Corporation—Five-year Summary of Operations