-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, DAfIuFe3rvJa4swLGtd2nTkjARm+ah8x7OwSLwEbuDQSk/zX8MD+qAdm1qAT2a8Q zPswNA56SbOuZ2RCBaYrzw== 0000066479-94-000010.txt : 19940714 0000066479-94-000010.hdr.sgml : 19940714 ACCESSION NUMBER: 0000066479-94-000010 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILLIPORE CORP CENTRAL INDEX KEY: 0000066479 STANDARD INDUSTRIAL CLASSIFICATION: 3826 IRS NUMBER: 042170233 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09781 FILM NUMBER: 94536235 BUSINESS ADDRESS: STREET 1: 80 ASHBY RD CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172759200 MAIL ADDRESS: STREET 1: 80 ASHBY ROAD CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: MILLIPORE FILTER CORP DATE OF NAME CHANGE: 19661116 11-K 1 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 fiscal year ended December 31, 1993 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN (Full title of the Plan) MILLIPORE CORPORATION (Name of issuer of the securities held Pursuant to the Plan) 80 Ashby Road Bedford, Massachusetts 01730 (Address of 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 /s/ Jeffrey D. Gard BY: Jeffrey D. Gard Committee for Administration of the Millipore Corporation Employees' Participation and Savings Plan DATE: June 28, 1994 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN For the Years Ended December 31, 1993, December 31, 1992 and December 31, 1991 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Index to Financial Statements and Supplemental Schedules Financial Statements and Exhibits Page No. Report of Independent Accountants F-1 Statements of Financial Condition at December 31, 1993 and 1992 F-2 Statements of Income and Changes in Plan Equity for the years ended December 31, 1993 1992 and 1991 F-3 Notes to Financial Statements F-4 - F-12 Schedule of Assets Held for Investment at December 31, 1993 F-13- F-14 Schedule of Reportable Transactions for the year ended December 31, 1993 F-15 Consent of Independent Accountants F-16 Report of Independent Accountants To the Committee of Millipore Corporation Employees' Participation and Savings Plan: We have audited the accompanying statements of financial condition of the Millipore Corporation Employees' Participation and Savings Plan as of December 31, 1993 and 1992, and the related statements of income and changes in plan equity for the years ended December 31, 1993, 1992 and 1991. 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 in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Millipore Corporation Employees' Participation and Savings Plan as of December 31, 1993 and 1992 and the income and changes in plan equity for the years ended December 31, 1993, 1992 and 1991 in conformity with generally accepted accounting principles. As more fully described in Note F to the financial statements, the Plan changed its method of accounting for distributions payable in the statement of financial condition. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment and (2) reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/Coopers & Lybrand Boston, Massachusetts Coopers & Lybrand June 24, 1994 F-1 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION December 31, 1993 and 1992
1993 Millipore Short-Term Guaranteed Common Income Balanced Income Equity Loan Stock Fund Fund Fund Fund Fund Total Fund Assets Cash $ - $ - $ - $ - $ - $ - $ - Investments, at fair value: Common stock of Millipore Corporation, 84,068 shares with a cost of $2,714,192 3,362,720 - - - - - 3,362,720 Other Investments 15,393 18,976,434 79,065,170 5,082,654 5,580,384 - 108,720,035 Contributions receivable: Participation Plan - - 6,799,572 - - - 6,799,572 Savings Plan: Employee Contribution 40,333 250,987 171,530 75,738 88,336 - 626,924 Employer Contribution 11,715 70,147 50,580 21,778 25,214 - 179,434 Dividends and interest 11,917 57,851 130,109 167 197 - 200,241 Loan repayments receivable 7,881 68,749 51,371 4,223 15,039 5,922,916 6,070,179 Total assets $3,449,959 $19,424,168 $86,268,332 $5,184,560 $5,709,170 $5,922,916 $125,959,105 Liabilities and Plan Equity Accounts payable and accrued expenses $1,050 $6,786 $44,892 $447 $577 $ - $53,752 Total liabilities 1,050 6,786 44,892 447 577 - 53,752 Plan equity 3,448,909 19,417,382 86,223,440 5,184,113 5,708,593 5,922,916 125,905,353 Total liabilities and plan equity $3,449,959 $19,424,168 $86,268,332 $5,184,560 $5,709,170 $5,922,916 $125,959,105 The accompanying notes are an integral part of the financial statements. F-2
MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION December 31, 1993 and 1992
1992 Millipore Short-Term Guaranteed Common Income Balanced Income Equity Loan Stock Fund Fund Fund Fund Fund Total Fund Assets Cash $ - $ - $ - $ - $ - $ - $ - Investments, at fair value: Common stock of Millipore Corporation, 72,846 shares with a cost of $2,385,177 2,576,922 - - - - - 2,576,922 Other Investments 30 18,392,609 71,578,183 3,720,971 3,361,872 - 97,053,665 Contributions receivable: Participation Plan - - 6,797,536 - - - 6,797,536 Savings Plan: Employee Contribution 35,695 406,659 498 63,416 60,340 - 566,608 Employer Contribution 11,220 128,384 - 20,026 18,461 - 178,091 Dividends and interest 9,536 66,292 226,700 66,662 167 - 369,357 Loan repayments receivable 4,641 13,588 28,968 9,527 12,871 5,056,665 5,126,260 Total assets $2,638,044 $19,007,532 $78,631,885 $3,880,602 $3,453,711 $5,056,665 $112,668,439 Liabilities and Plan Equity Accounts payable and accrued expenses $2,248 $35,226 $49,707 $1,970 $1,232 $ - $90,383 Termination and withdrawals payable 64,859 354,634 1,301,638 58,447 58,474 - 1,838,052 Total liabilities 67,107 389,860 1,351,345 60,417 59,706 - 1,928,435 Plan equity 2,570,937 18,617,672 77,280,540 3,820,185 3,394,005 5,056,665 110,740,004 Total liabilities and plan equity $2,638,044 $19,007,532 $78,631,885 $3,880,602 $3,453,711 $5,056,665 $112,668,439 The accompanying notes are an integral part of the financial statements. F-2
MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY December 31, 1993, 1992, and 1991 1993
Millipore Short-Term Guaranteed Common Income Balanced Income Equity Loan Stock Fund Fund Fund Fund Fund Total Fund Investment income / (loss): Dividends on Millipore Corporation common stock $ 44,702 $ - $ - $ - $ - $ - $ 44,702 Investment income 3,900 56,096 3,981,591 - 329,514 - 4,371,101 Interest 2,401 723,172 - 262,301 - 359,123 1,346,997 Net unrealized appreciation/(de preciation) of investments 456,783 (85,528) - - 181,384 - 552,639 Total investment income 507,786 693,740 3,981,591 262,301 510,898 359,123 6,315,439 Contributions: Company contributions: Participation Plan - - 6,799,572 - - - 6,799,572 Savings Plan 121,390 687,455 518,884 214,372 250,858 - 1,792,959 Employee Savings Plan Contributions 409,285 2,005,415 1,694,996 733,636 912,554 - 5,755,886 Total Contributions 530,675 2,692,870 9,013,452 948,008 1,163,412 - 14,348,417 Terminations and withdrawals (133,884) (1,478,774) (4,944,349) (339,835) (270,827) (160,030) (7,327,699) Expenses (1,050) (6,786) - (447) (577) - (8,860) Loans to participants, net (59,433) (459,370) (117,396) 4,430 (35,389) 667,158 - Participant interfund transfers (30,981) (996,604) (292,036) 431,024 888,597 - - Income before cumulative effect of change in accounting principle 813,113 445,076 7,641,262 1,305,481 2,256,114 866,251 13,327,297 Cumulative effect of change in accounting for distributions payable 64,859 354,634 1,301,638 58,447 58,474 - 1,838,052 Net Income 877,972 799,710 8,942,900 1,363,928 2,314,588 866,251 15,165,349 Plan equity at January 1 2,570,937 18,617,672 77,280,540 3,820,185 3,394,005 5,056,665 110,740,004 Plan equity at December 31 $3,448,909 $19,417,382 $86,223,440 $5,184,113 $5,708,593 5,922,916 $125,905,353 The accompanying notes are an integral part of the financial statements. F-3
MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY December 31, 1993, 1992, and 1991 1992
Millipore Short-Term Guaranteed Common Income Balanced Income Equity Loan Stock Fund Fund Fund Fund Fund Total Fund Investment income / (loss): Dividends on Millipore Corporation common stock $ 35,412 $ - $ - $ - $ - $ - $ 35,412 Investment income 16,680 62,728 2,989,099 - 134,422 - 3,202,929 Interest 2,390 755,977 - 227,630 - 297,992 1,283,989 Net unrealized appreciation/(de preciation) of investments (101,103) (38,470) - - 74,679 - (64,894) Total investment income/(loss) (46,621) 780,235 2,989,099 227,630 209,101 297,992 4,457,436 Contributions: Company contributions: Participation Plan - - 6,797,536 - - - 6,797,536 Savings Plan 111,027 712,640 526,573 172,882 197,021 - 1,720,143 Employee Savings Plan Contributions 384,720 2,118,753 1,652,569 583,126 653,026 - 5,392,194 Total Contributions 495,747 2,831,393 8,976,678 756,008 850,047 - 13,909,873 Terminations and withdrawals (156,488) (1,742,324) (7,282,089) (234,100) (201,415) (251,837) (9,868,253) Expenses (2,248) (35,226) - (1,970) (1,232) - (40,676) Loans to participants, net (80,108) (525,803) (350,166) (63,619) (52,081) 1,071,777 - Participant interfund transfers 67,412 (619,630) (313,343) 364,455 501,106 - - Net income 277,694 688,645 4,020,179 1,048,404 1,305,526 1,117,932 8,458,380 Plan equity at January 1 2,293,243 17,929,027 73,260,361 2,771,781 2,088,479 3,938,733 102,281,624 Plan equity at December 31 $2,570,937 $18,617,672 $77,280,540 $3,820,185 $3,394,005 $5,056,665 $110,740,004 The accompanying notes are an integral part of the financial statements. F-3
MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY December 31, 1993, 1992, and 1991 1991
Millipore Short-Term Guaranteed Common Income Balanced Income Equity Loan Stock Fund Fund Fund Fund Fund Total Fund Investment income / (loss): Dividends on Millipore Corporation common stock $ 31,450 $ - $ - $ - $ - $ - $ 31,450 Investment income 144,826 - 7,242,573 - 81,811 - 7,469,210 Interest 3,331 1,101,822 - 224,326 - 264,561 1,594,040 Net unrealized appreciation/(de preciation) of investments (46,724) 195,920 - - 267,048 - 416,244 Total investment income/(loss) 132,883 1,297,742 7,242,573 224,326 348,859 264,561 9,510,944 Contributions: Company contributions: Participation Plan - - 6,425,823 - - - 6,425,823 Savings Plan 119,972 776,978 531,061 143,420 120,411 - 1,691,842 Employee Savings Plan Contributions 400,273 2,264,177 1,576,556 459,256 399,542 - 5,099,804 Total Contributions 520,245 3,041,155 8,533,440 602,676 519,953 - 13,217,469 Terminations and withdrawals (281,026) (2,851,666) (7,653,416) (572,726) (83,784) (260,513)(11,703,131) Expenses (950) (35,355) - (1,928) (1,297) - (39,530) Loans to participants, net (58,860) (68,508) (84,604) (30,223) 23,710 218,485 - Participant interfund transfers(447,013) 1,108,035 (954,164) (81,126) 374,268 - - Net income/(loss) (134,721) 2,491,403 7,083,829 140,999 1,181,709 222,533 10,985,752 Plan equity at January 1 2,427,964 15,437,624 66,176,532 2,630,782 906,770 3,716,200 91,295,872 Plan equity at December 31 $2,293,243 $17,929,027 $73,260,361 $2,771,781 $2,088,479 $3,938,733 $102,281,624 The accompanying notes are an integral part of the financial statements. F-3
MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements A. Description of the Plan The Millipore Corporation Employees' Participation and Savings Plan (the Plan) covers all U.S. employees who have at least two years continuous service with Millipore Corporation (the Company) and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan includes a profit participation feature (Participation Plan) and a savings plan feature (Savings Plan). The plan has been amended, effective January 1, 1986, to reduce the eligibility requirements for the Savings Plan from two years to six months. Effective April 1, 1989, eligibility for new hires to participate in the Savings Plan was changed to one year. Under the Participation Plan, 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 Balanced Fund. The Participation Plan is integrated with the Retirement Plan for Employees of Millipore Corporation (Retirement Plan), a separate plan, which provides guaranteed retirement income levels to the extent such income levels are not provided by the Participation Plan. Under the Savings Plan, participants may make voluntary contributions of up to 12% of their eligible compensation. Prior to April 1, 1987 all participants with 10 or more years of service would receive a Company match of 25% of their contributions. Participants with less than 10 years of service would receive a Company match of 25% of their contribution up to 6% of their eligible compensation. Effective April 1, 1987, the Company changed its matching contribution policy for participants with 10 or more years of service -- such participants receive a Company match of 50% of their contribution up to 6% of their eligible compensation. Contributions under the Savings Plan and the Company's matching amount may be invested, at the participants election, in the Balanced Fund, the Short-Term Income Fund, the Equity Fund, the Guaranteed Income Fund or the Millipore Common Stock Fund. Participants are generally allowed to borrow from the Plan the amounts contributed by them and the Company's matching amount. F-4 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) A. Description of the Plan (Continued) Borrowings are evidenced by interest bearing promissory notes and are reflected in the Loan Fund net of principal repayments. All interest payments are credited to the participant's account. All contributions, and income earned thereon, under both sections of the Plan are fully and immediately vested. Participants who are 59 1/2 years or older may at any time withdraw amounts contributed by them as well as income earned thereon. 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 thereon, will be distributed in a lump sum to the participant or beneficiary. Participation Plan contributions in such cases and income earned thereon may be transferred to the Retirement Plan for distribution in accordance with its provisions. A detailed description of the Plan is available upon request at the Company's headquarters in Bedford, Massachusetts. B. Summary of Significant Accounting Policies Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting. Investment Valuation Money market funds are valued at cost, which approximates fair market value. Mutual funds are recorded at their net asset value, which approximates fair market value. Common stocks are valued at the last reported sales price on the last business day of the year if traded on a national securities exchange or the last reported bid price as of the last business day of the year if traded on the over-the-counter market. Insurance contracts are valued at contract value. Purchases and sales of securities are recorded on a trade date basis. Realized gains and losses on sales of securities are based on average cost. In accordance with the policy of stating investments at fair value, net unrealized appreciation or depreciation for the year is reflected in the statement of income and changes in plan equity. F-5 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) B. Summary of Significant Accounting Policies (Continued) Dividend and Interest Income Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned on an accrual basis. Contributions Contributions from the Company under the Participation Plan 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 are recorded when paid. C. Investment Programs The Plan's assets are invested among five investment funds and a loan fund. The mix of investments within each fund is determined by the trustees of the Plan. Millipore Common Stock Fund: This fund's investments consist primarily of Millipore Common Stock. Short-Term Income Fund: Investments of this fund include fixed income securities of money market funds and mutual funds that are invested solely in United States Treasury Securities. Balanced Fund: Investments of this fund include money market funds, and mutual funds and are intended to provide a mixture of capital growth and income. F-6 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to financial Statements (Continued) C. Investment Programs (Continued) Guaranteed Income Fund: Investments of this fund include fixed income securities with specific maturity dates and fixed rates of interest. Equity Fund: Investments of this fund include equity mutual funds or convertible bonds. Loan Fund: This fund consists of amounts borrowed by participants less principal repayments. Loans to participants are reflected as an increase in Loan Fund equity and as a decrease in the equity of the investment fund from which the loan was made. Repayments, conversely, reduce loan fund equity and increase the respective investment fund's equity. Interest paid to the Plan on loans to participants is credited to the borrower's account in the investment fund to which repayments are allocated. Significant Investments The following table presents investments that represent 5 percent or more of the combined Participation and Retirement plan total net assets. 1993 1992 Provident Instit. FDS/Tempfund $10,387,989$ - AIM Ltd. Maturity Treas. Shares 56,657,400 26,643,839 US Treas. Bill DTD 3/17/94 7,876,291 - Galaxy Treasury Fund - 12,093,343 AIM S-T Investment Co. Prime - 13,664,737 US Treas. Bill DTD 4/1/93 - 9,925,600 US Treas. Bill DTD 7/1/93 - 9,837,800 D. Retirement Plan Investments The assets of the Plan and the assets of the Retirement Plan are commingled and jointly invested in the Balanced Fund. The Retirement Plan's share of the investments of the Balanced Fund consists of contributions, net of benefits paid, and a pro rata share of income earned thereon. F-7 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) E. Investment Income Income earned on commingled investments of the Balanced Fund (Note D) for the years ended December 31, 1993, 1992, and 1991 is summarized below. 1993 1992 1991 Interest and dividends $2,691,410 $2,813,251 $4,172,828 Realized gain on sales of investments 2,995,479 360,622 72,350 Unrealized appreciation (depreciation) of investments (1,378,115) 82,953 3,552,727 Expenses (44,892) (49,707) (57,486) Total net investment income $4,263,882 $3,207,119 $7,740,419 Portion attributable to the Plan $3,981,591 $2,989,099 $7,242,573 F-8 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) E. Investment Income (Continued) Realized and unrealized gains and losses on investments of the Plan's funds are summarized below. The Guaranteed Income Fund had no realized gains or losses on investments in 1993, 1992, and 1991. The Short-Term Income Fund and Equity Fund had no realized gains or losses on investments in 1991. REALIZED GAINS ------------ 1993 --------------------- Short-Term Millipore Income Equity Common Balanced Fund Fund Stock Fund Fund Total Amount realized $15,034,878 $1,667,321 $784,731 $105,944,690 $123,431,620 Average cost of investments sold 14,978,782 1,457,155 780,831 102,949,211 120,165,979 Net realized gain $ 56,096 $ 210,166 $ 3,900 $ 2,995,479 $ 3,265,641 ------------ 1992 ---------------------- Short-Term Millipore Income Equity Common Balanced Fund Fund Stock Fund Fund Total Amount realized $3,348,156 $1,324,587 $899,365 $ 67,719,023 $73,291,131 Average cost of investments sold 3,285,428 1,266,393 882,685 67,358,401 72,792,907 Net realized gain $ 62,728 $ 58,194 $ 16,680 $ 360,622 $ 498,224 ----------- 1991 ------------------------ Millipore Common Balanced Stock Fund Fund Total Amount realized $1,927,337 $72,229,935 $74,157,272 Average cost of investments sold 1,782,511 72,157,585 73,940,096 Net realized gain $ 144,826 $ 72,350 $ 217,176 F-9 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) E. Investment Income (Continued) UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENTS -----------------------1993 --------------------------------------- Millipore Equity Common Balanced Short- Fund Stock Fund Term Total Fund Income Fund Balance at beginning of period $301,216 $191,745 $3,457,263 $179,332 $4,129,556 Change for period 181,384 456,783 (1,378,115) (85,528) (825,476) Balance at end of period $482,600 $648,528 $2,079,148 $93,804 $3,304,080 --------------------1992 ------------------------------- Balance at beginning of period $226,537 $292,848 $3,374,310 $217,802 $4,111,497 Change for period 74,679 (101,103) 82,953 (38,470) 18,059 Balance at end of period $301,216 $191,745 $3,457,263 $179,332 $4,129,556 -----------------------1991 ------------------------- Balance at beginning of period $(40,511) $339,572 $(178,417) $21,882 $142,526 Change for period 267,048 (46,724) 3,552,727 195,920 3,968,971 Balance at end of period $226,537 $292,848 $3,374,310 $217,802 $4,111,497 F-10 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) E. Investment Income (Continued) Income earned by each fund, including realized and unrealized gains and losses on investments, is allocated to participants' accounts based on their pro rata share of contributions and income earned thereon. At December 31, 1993, there were 616 employees participating in Millipore Common Stock Fund, 1,493 in the Short-Term Income Fund, 3,029 in the Balanced Fund, 622 in the Guarantee Income Fund, and 701 in the Equity Fund, There were 907 participants with loans outstanding from the Loan Fund at December 31, 1993. Employees are permitted to invest in more than one fund. F. Distributions Payable In July of 1993, the American Institute of Certified Public Accountants issued an audit guide entitled "Audits of Employee Benefit Plans, with conforming changes as of May 1, 1993", (the "Guide"). The provisions of the Guide are effective for plan years beginning after December 15, 1990. The Guide prohibits the recognition, as a liability, of amounts allocated to participants who have withdrawn from the Plan as of year end, but for which disbursement of those funds has not been made by year end, in the statements of financial condition. Disclosure of such amounts, however, is required. Accordingly, the Plan has adopted these provisions effective January 1, 1993. The cumulative effects of the adoption of this provision as of January 1, 1993 were a decrease in terminations and withdrawals payable of $1,838,052 and an increase in net income of $1,838,052 for the year ended December 31, 1993. The following is a reconciliation of plan equity per the financial statements to the Form 5500: 1993 Plan equity per the financial statements $125,905,353 Amounts allocated to withdrawing participants 3,267,379 Net Assets available for benefits per the Form 5500 $122,637,974 The following is a reconciliation of terminations and withdrawals per the financial statements to the Form 5500 for the year ended December 31, 1993: 1993 Terminations and withdrawals per the financial statements $7,327,699 Add: Amounts allocated to withdrawing participants at December 31, 1993 3,267,379 Less: Amounts allocated to withdrawing participants at December 31, 1992 1,838,052 Benefits paid to participants per the Form 5500 $8,757,026 F-11 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) F. Distributions Payable (Continued) Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. G. General Termination Condition While the Company has not expressed any intent to discontinue its contribution under the participation feature of 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 under the participation feature of 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 his account. H. Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated April 2, 1985, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Amounts contributed to the Plan by a participant or by the Company on behalf of a participant up to the amount deferrable under the Code are generally not included in the participant's gross income in the year of the contribution. Participants are not subject to federal income tax on income credited to their account nor can they deduct losses charged to their account until distributions are made to them. A participant or beneficiary may, in certain circumstances, defer payment of federal income taxes on all or a portion of distributions from the Plan by transferring all or a portion of the distribution to an individual retirement account or other qualified plan. F-12 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Schedule of Assets Held for Investment as of December 31, 1993 Fair Security Description Units Cost Value MILLIPORE COMMON STOCK FUND Money Market: Provident Instit. FDS/Tempfund 15,393 $15,393 $15,393 Total Money Market 15,393 15,393 Common Stock: Millipore Corp. 84,068 2,714,192 3,362,720 Total Common Stock 2,714,192 3,362,720 TOTAL FUND INVESTMENTS $2,729,585 $3,378,113 SHORT-TERM INCOME FUND Provident Instit. FDS/Tempfund 2,607,240 $2,607,240 $2,607,240 AIM Ltd. Maturity Treas. Shares 1,617,509 16,275,390 16,369,194 TOTAL FUND INVESTMENTS $18,882,630 $18,976,434 BALANCED FUND Money Market: Provident Instit. FDS/Tempfund 7,758,922 $7,758,922 $7,758,922 Vanguard MM Reserve US Treas Port 1,034,971 1,034,971 1,034,971 AIM Money Market FD 705,191 705,191 705,191 Putnam Daily Dividend TR 636,135 636,135 636,135 Cash Mgmt.Tr.Amer. Sh. Ben. Int. 2,131,566 2,131,566 2,131,566 AimS-TInvestmentCo. Prime 510,850 510,850 510,850 AIM Ltd. Maturity Treas. Shares 3,981,048 40,401,766 40,288,206 U.S. Treas Bill DTD 3/17/94 8,000,000 7,876,291 7,876,291 U.S. Treas Bill DTD 6/2/94 6,000,000 5,864,457 5,864,457 U.S. Treas Bill DTD 9/22/94 6,000,000 5,847,604 5,847,604 Total Money Market 72,767,753 72,654,193 Mutual Finds: AMCAP Fund 110,315 1,245,958 1,415,346 Investment Co. Amer. 75,651 1,082,701 1,416,186 Putnam FD For Growth & Income 103,192 1,185,334 1,403,409 Twentieth Century Inv.- Growth 59,979 1,010,247 1,343,533 Twentieth Century Inv.- Select 33,927 1,261,433 1,338,774 Washington Mutual Inv. FD INC. 50,882 664,476 904,683 Vanguard/Windsor Fund Inc. 65,781 831,135 915,012 Vanguard Index TR500 Portfolio 25,427 1,007,366 1,114,451 American Mutual FD Inc. 41,641 773,659 906,520 AIM Weingarten Fund 79,456 865,561 1,362,664 Total Mutual Funds 9,927,870 12,120,578 TOTAL FUND INVESTMENTS $82,695,623 $84,774,771 LESS: Retirement Plan (5,569,550) (5,709,601) TOTAL PLAN INVESTMENTS $77,126,073 $79,065,170 F-13 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Schedule of Assets Held for Investment as of December 31, 1993 (continued) Fair Security Description Units Cost Value GUARANTEED INCOME FUND Money Market: Provident Instit. FDS/Tempfund 1,589 $1,589 $1,589 Total Money Market 1,589 1,589 Insurance Contract: Fidelity & Guaranty Life Ins. Co. 5,081,066 5,081,065 5,081,065 Total Insurance Contract 5,081,065 5,081,065 TOTAL FUND INVESTMENTS $5,082,654 $5,082,654 EQUITY FUND Money Market: Provident Instit. FDS/Tempfund 4,845 $4,845 $4,845 Total Money Market 4,845 4,845 Mutual Fund: Investment Co. Amer. 297,839 5,092,939 5,575,539 Total Mutual Fund 5,092,939 5,575,539 TOTALFUND INVESTMENTS $5,097,784 $5,580,384 TOTAL INVESTMENTS $108,918,726 $112,082,755 F-14 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Schedule of Reportable Transactions for the year ended December 31, 1993 The following securities were traded during the year ended December 31, 1993 in amounts that were in excess of 5% of the combined Participation and Retirement Plan total assets at January 1, 1993. Sales Description of Security Purchase Cost Proceeds Provident Institutional $80,605,618 $69,992,047 Galaxy Treasury Fund 12,710,238 13,277,042 U.S. Treasury Bills 25,543,458 25,635,849 AIM Ltd. Maturity Treas. Shares 30,433,176 AIM Prime B 13,492,810 F-15 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Millipore Corporation on Form S-8 (File No. 2-85698) of our report dated June 24, 1994 on our audit of the financial statements of the Millipore Corporation Employees' Participation and Savings Plan as of December 31, 1993 and 1992, and for the years ended December 31, 1993, 1992 and 1991, which report is included in this Annual Report on Form 11-K. /s/Coopers & Lybrand Coopers & Lybrand Boston, Massachusetts June 24, 1994 F-16 -----END PRIVACY-ENHANCED MESSAGE-----