-----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, BdOajLWp/dgZBq/Nrpuan37JProAexLiX6LUcP8PzVRs1DaGlVq4jj0KAejXeIN7 7JkPTdrbNWR6FipxG4AX0w== 0000066479-95-000025.txt : 199506300000066479-95-000025.hdr.sgml : 19950630 ACCESSION NUMBER: 0000066479-95-000025 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILLIPORE CORP CENTRAL INDEX KEY: 0000066479 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [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: 95550770 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 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, 1994 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 D. Gard Jeffrey D. Gard Committee for Administration of the Millipore Corporation Employees' Participation and Savings Plan DATE: June 28, 1995 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN For the Years Ended December 31, 1994 and 1993 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Index to Financial Statements and Supplemental Schedules Financial Statements and Exhibits Page Report of Independent Accountants F-1 Statements of Net Assets Available for Plan Benefits at December 31, 1994 and 1993 F-2 Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1994 F-3 Notes to Financial Statements F-4 - F-13 Schedule of Assets Held for Investment at December 31, 1994 F-14 - F-15 Schedule of Reportable Transactions for the year ended December 31, 1994 F-16 Consent of Independent Accountants F-17 Report of Independent Accountants To the Trustees of Millipore Corporation Employees' Participation and Savings Plan: We have audited the accompanying statements of net assets available for plan benefits of the Millipore Corporation Employees' Participation and Savings Plan as of December 31, 1994 and 1993, and the related statements of changes in net assets available for plan benefits for the year ended December 31, 1994. 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 net assets available for plan benefits of the Millipore Corporation Employees' Participation and Savings Plan as of December 31, 1994 and 1993 and the changes in net assets available for plan benefits for the year ended December 31, 1994 in conformity with generally accepted accounting principles. 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 Fund information in the statement of net assets for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund information 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. Boston, Massachusetts Coopers & Lybrand L.L.P. June 16, 1995 F-1 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1994 and 1993
1994 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, 49,886 shares with a cost of 2,413,235 - - - - - 2,413,235 $1,802,564 Other Investments 21,381 9,536,291 43,924,441 3,566,108 4,548,472 - 61,596,693 Contributions receivable: Participation Plan - - 3,474,703 - - - 3,474,703 Savings Plan: Employee 15,456 106,609 102,354 41,042 65,876 - 331,337 contribution Employer 3,301 33,511 33,344 13,680 21,958 - 105,794 contribution Dividends and 7,705 43,823 203,080 11,955 662 - 267,225 interest Loan repayments receivable 31,422 12,631 42,504 4,510 16,878 2,827,460 2,935,405 Total assets $2,492,500 $9,732,865 $47,780,426 $3,637,295 $4,653,846 $2,827,460 $71,124,392 Liabilities and Net Assets Available for Plan Benefits Accounts payable and $ 8,504 $ 2,684 $ 46,129 $ 34,918 $ 10,579 $ - $102,814 accrued expenses Due to Millipore Corp. 316,738 - - - - - 316,738 Total liabilities 325,242 2,684 46,129 34,918 10,579 - 419,552 Net assets available for plan benefits 2,167,258 9,730,181 47,734,297 3,602,377 4,643,267 2,827,460 70,704,840 Total liabilities and net assets available for plan$2,492,500 $9,732,865 $47,780,426 $3,637,295 $4,653,846 $2,827,460 $71,124,392 benefits
The accompanying notes are an integral part of the financial statements. F-2 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1994 and 1993
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 3,362,720 - - - - - 3,362,720 $2,714,192 Other Investments 15,393 8,976,434 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 40,333 250,987 171,530 75,738 88,336 - 626,924 contribution Employer 11,715 70,147 50,580 21,778 25,214 - 179,434 contribution Dividends and 11,917 57,851 130,109 167 197 - 200,241 interest 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 Net Assets Available for Plan Benefits Accounts payable and $ 1,050 $ 6,786 $ 44,892 $ 447 $ 577 $ - $ 53,752 accrued expenses Total Liabilities 1,050 6,786 44,892 447 577 - 53,752 Net assets available for plan benefits 3,448,909 19,417,382 86,223,440 5,184,113 5,708,593 5,922,916 125,905,353 Total liabilities and net assets available for plan$3,449,959 $19,424,168 $86,268,332 $5,184,560 $5,709,170 $5,922,916 $125,959,105 benefits
The accompanying notes are an integral part of the financial statements. F-2 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION December 31, 1994 1994
Millipore Short-Term Guaranteed Common Income Balanced Income Equity Loan Stock Fund Fund Fund Fund Fund Total Fund Investment income: Dividends on Millipore $ 47,679 $ - $ - $ - $ - $ - $47,679 Corporation common stock Investment income - - 350,834 - - - 350,834 (Note F) Interest 7,455 677,685 - 194,335 158,649 273,189 1,311,313 Net appreciation / (depreciation) in fair value of investments 493,445 (448,770) - - (85,654) - (40,979) Total investment 548,579 228,915 350,834 194,335 72,995 273,189 1,668,847 income Contributions: Company contributions: Participation Plan - - 3,474,703 - - - 3,474,703 Savings Plan 114,287 512,378 447,651 187,920 287,427 - 1,549,663 Employee Savings Plan contributions 452,407 1,597,850 1,675,855 738,526 1,184,553 - 5,649,191 Total contributions 566,694 2,110,228 5,598,209 926,446 1,471,980 - 10,673,557 Advance from 316,738 - - - - - 316,738 Millipore Corp. Waters transfers (2,336,230) (8,575,917)(33,197,709)(2,047,512)(2,774,001) (2,639,980)(51,571,349) Terminations and (213,193) (2,474,831)(11,210,959)(1,071,317) (753,788) (542,363)(16,266,451) withdrawals Expenses (5,890) (10,026) - (3,551) (2,388) - (21,855) Loans to (19,554) (1,575) 36,720 28,249 142,462 (186,302) - participants, net Participant interfund transfers(138,795) (963,995) (66,238) 391,614 777,414 - - Net decrease (1,281,651) (9,687,201)(38,489,143)(1,581,736)(1,065,326) (3,095,456)(55,200,513) Net assets available for plan benefits3,448,909 19,417,382 86,223,440 5,184,113 5,708,593 5,922,916 125,905,353 at January 1 Net assets available for plan benefits at $2,167,258 $ 9,730,181 $47,734,297 $3,602,377 $4,643,267 $2,827,460 $70,704,840 December 31
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-1994 Restatement (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. The Plan presents in the statement of changes in net assets available for plan benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. 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. Sale of Waters On August 18, 1994, the Company sold its Waters Chromatography Division to Waters Holding, Inc. Pursuant to the sale, the Company transferred its assets from the Plan to the Trust for Waters Employee Investment Plan in the fourth quarter. Transfers for each of the funds are summarized below: 1994 Millipore Common Stock Fund $ 2,336,230 Short-Term Income Fund 8,575,917 Balanced Fund 33,197,709 Guaranteed Income Fund 2,047,512 Equity Fund 2,774,001 Loan Fund 2,639,980 Total Waters Transfer $51,571,349 The statement of changes in net assets available for plan benefits for the year ended December 31, 1994 includes the operations and earnings for the Waters employees through September 30, 1994, when the assets were transferred. The earnings related to Waters can not be identified on a separate basis. Waters participants were not eligible for contributions from the Company in 1994. F-6 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) D. 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. Guaranteed Income Fund: Investments of this fund include a pension group annuity with a fixed rate of interest which is determined annually. 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. F-7 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) D. Investment Programs (Continued) Millipore Common Stock Fund The Millipore Common Stock Fund's investments at December 31, 1994 and 1993 are summarized as follows: - 1994 ------------- - 1993 ------------- Cost Fair Cost Fair Value Value Short-term investments $ 21,381 $21,381 $15,393 $15,393 Common stocks 1,802,564 2,413,235 2,714,192 3,362,720 Total investments $1,823,945 $2,434,616 $2,729,585 $3,378,113 Short-Term Income Fund The Short Term Income Fund's investments at December 31, 1994 and 1993 are summarized as follows: - 1994 ------------- - 1993 ------------- Cost Fair Cost Fair Value Value Total short-term $9,778,157 $9,536,291 $18,882,630 $18,976,434 investments Balanced Fund The Balanced Fund's investments at December 31, 1994 and 1993 are summarized as follows: - 1994 ------------- - 1993 ------------- Cost Fair Cost Fair Value Value Short-term investments $45,126,351 $44,493,401 $72,767,753 $72,654,193 Mutual funds 5,335,849 5,670,989 9,927,870 12,120,578 Total investments $50,462,200 $50,164,390 $82,695,623 $84,774,771 Less: Retirement Plan (6,276,993) (6,239,949) (5,569,550) (5,709,601) Net Investments $44,185,207 $43,924,441 $77,126,073 $79,065,170 Guaranteed Income Fund The Guaranteed Income Fund's investments at December 31, 1994 and 1993 are summarized as follows: - 1994 ------------- - 1993-------------- Cost Contract Cost Contract Value Value Short-term investments $ 85,450 $85,450 $ 1,589 $ 1,589 Insurance contracts 3,480,658 3,480,658 5,081,065 5,081,065 Total investments $3,566,108 $3,566,108 $5,082,654 $5,082,654 F-8 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) D. Investment Programs (Continued) Equity Fund The Equity Fund's investments at December 31, 1994 and 1993 are summarized as follows: - 1994 ------------- - 1993-------------- Cost Fair Cost Fair Value Value Short-term $161,674 $161,674 $ 4,845 $4,845 investments Mutual funds 4,327,950 4,386,798 5,092,939 5,575,539 Total Investments$4,489,624 $4,548,472 $5,097,784 $5,580,384 Significant Investments The following table presents investments that represent 5 percent or more of the Plan's total net assets as of December 31, 1994. 1994 Balanced Fund Investments $43,924,441 AIM Ltd. Maturity Treas. Shares 8,527,001 Investment Co. America 4,386,798 Participation and Non-Participation Directed Investment Programs In September of 1994, the American Institute of Certified Public Accountants issued Practice Bulletin 12, which is an interpretation of paragraph 3.23k of the Audit and Accounting Guide - "Audits of Employee Benefit Plans" ("the Guide"). The Bulletin is effective for plan years beginning after December 15, 1993 . If an investment fund option contains both participant-directed and nonparticipant-directed investments, the participant-directed and nonparticipant-directed portions should be disclosed separately. All fund options are participant-directed except for the Balanced Fund. The following is a schedule of the Balanced Fund's statements of net assets available for plan benefits and statement of changes in net assets. F-9 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) D. Investment Programs (Continued) December 31, 1994 ----- December 31, 1993 ----- Participant Nonparticp. Participant Nonparticip. Balanced Fund Directed Directed Total Directed Directed Total Assets Other $4,231,614 $39,692,827 $43,924,441 $9,191,790 $69,873,380 $79,065,170 Investments Contribution Receivable: Participation Plan - 3,474,703 3,474,703 - 6,799,572 6,799,572 Savings Plan: Employee 102,354 - 102,354 171,530 - 171,530 contribution Employer 33,344 - 33,344 50,580 - 50,580 contribution Dividends and 19,564 183,516 203,080 12,529 117,580 130,109 Interest Loan 42,504 - 42,504 51,371 - 51,371 repayment receiv. Total Assets $4,429,380 $43,351,046 $47,780,426 $9,477,800 $76,790,532 $86,268,332 Liabilities & Net Assets Available for Plan Benefits Accounts payable & accrued $4,442 $ 41,687 $ 46,129 $5,221 $ 39,671 $ 44,892 expenses Net assets available for4,424,938 43,309,359 47,734,297 9,472,579 76,750,861 86,223,440 plan benefits Total liabilities$4,429,380 $43,351,046 $47,780,426 $9,477,800 $76,790,532 $86,268,332 & net assets available for plan benefits December 31, 1994 ------------------ Participant Nonparticipant Balanced Fund Directed Directed Total Investment Income $33,785 $317,049 $350,834 Company contributions: Participation plan - 3,474,703 3,474,703 Savings plan 447,651 - 447,651 Employee savings plan contributions 1,675,855 - 1,675,855 Waters transfers (6,343,891) (26,853,818) (33,197,709) Terminations and withdrawals (831,523) (10,379,436) (11,210,959) Loans to participants, net 36,720 - 36,720 Participant interfund (66,238) - (66,238) transfers Net decrease (5,047,641) (33,441,502) (38,489,143) Net assets available for 9,472,579 76,750,861 86,223,440 plan benefits at Jan. 1 Net assets available for$4,424,938 $43,309,359 $47,734,297 Plan benefits at Dec. 31 F-10 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) E. 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. Investment Income Income earned on commingled investments of the Balanced Fund (Note E) for the year ended December 31, 1994. Interest and dividends $2,840,618 Realized gain (loss) on sales of investments (552) Unrealized appreciation (depreciation) of investments (2,376,958) Expenses (80,261) Total net investment income $ 382,847 Portion attributable to the $ 350,834 Plan 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 1994. F-11 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) F. Investment Income (Continued) REALIZED AND UNREALIZED APPRECIATION / (DEPRECIATION) OF INVESTMENTS -------- 1994 --------------------------------------- Short- Millipore Term Equity Common Balanced Income Fund Stock Fund Total Fund Fund Net realized $(113,100) $338,098 $531,302 $ (552) $755,748 gain / loss Net unrealized appreciation /(deprecation) of investments (335,570) (423,752) (37,857) (2,376,958) (3,174,237) Net appreciation / $(448,770) $(85,654) $493,445 $(2,377,510) (2,418,489) (depreciation) of investments 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, 1994, there were 392 employees participating in Millipore Common Stock Fund, 751 in the Short-Term Income Fund, 1,798 in the Balanced Fund, 387 in the Guarantee Income Fund, and 496 in the Equity Fund, There were 427 participants with loans outstanding from the Loan Fund at December 31, 1994. Employees are permitted to invest in more than one fund. G. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500: 1994 1993 Net assets available for plan benefits per the financial statements $70,704,840 $125,905,353 Amounts allocated to withdrawing participants 2,323,852 3,267,379 Net Assets available for benefits per the Form 5500 $68,380,988 $122,637,974 F-12 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Notes to Financial Statements (Continued) G. Reconciliation of Financial Statements to Form 5500 (Continued) The following is a reconciliation of terminations and withdrawals per the statement of changes in net assets available for plan benefits to the Form 5500 for the year ended December 31, 1994: 1994 Terminations and withdrawals per the statement of changes in net assets available for plan benefits $16,266,451 Add: Amounts allocated to withdrawing participants at December 31, 1994 2,323,852 Less: Amounts allocated to withdrawing participants at December 31, 1993 (3,267,379) Benefits paid to participants per the Form 5500 $ 15,322,924 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. H. 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. I. Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated April 28, 1995, 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 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-13 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Schedule of Assets Held for Investment as of December 31, 1994 Fair Security Description Units Cost Value MILLIPORE COMMON STOCK FUND Money Market: Provident Instit. 21,381 $ 21,381 $ 21,381 FDS/Tempfund Total Money Market 21,381 21,381 Common Stock: Millipore Corp. 49,886 1,802,564 2,413,235 Total Common Stock 1,802,564 2,413,235 TOTAL FUND INVESTMENTS $1,823,945 $2,434,616 SHORT-TERM INCOME FUND Provident Instit. 1,009,290 $1,009,290 $1,009,290 FDS/Tempfund AIM Ltd. Maturity Treas. 871,882 8,768,867 8,527,001 Shares TOTAL FUND INVESTMENTS $9,778,157 $9,536,291 BALANCED FUND Money Market: Provident Instit. 9,375,048 $9,375,048 $9,375,048 FDS/Tempfund Vanguard MM Reserve US Treas Port 743,999 743,999 743,999 Aim S-T Investment Co. 534,352 534,352 534,352 Prime AIM Ltd. Maturity Treas. 1,758,315 17,829,266 17,196,316 Shares U.S. Treas Bill DTD 6,000,000 5,771,685 5,771,685 3/9/95 U.S. Treas Bill DTD 500,000 486,982 486,982 3/23/95 U.S. Treas Bill DTD 1,000,000 948,705 948,705 9/21/95 U.S. Treas Bill DTD 10,000,000 9,436,314 9,436,314 10/19/95 Total Money Market 45,126,351 44,493,401 Mutual Funds: AMCAP Fund 49,778 568,623 582,903 Investment Co. Amer. 33,066 495,780 584,280 Putnam FD For Growth & 46,942 561,823 597,107 Income Twentieth Century Inv. - 31,425 547,236 588,911 Growth Twentieth Century Inv. - 17,188 632,268 568,934 Select Washington Mutual Inv. 23,136 317,844 389,614 FD INC. Vanguard/Windsor Fund 70,534 932,625 888,021 Inc. Vanguard Index TR500 11,210 448,470 481,694 Portfolio American Mutual FD Inc. 19,533 370,058 392,813 AIM Weingarten Fund 39,232 461,122 596,712 Total Mutual Funds 5,335,849 5,670,989 TOTAL FUND INVESTMENTS $50,462,200 $50,164,390 LESS: Retirement Plan (6,276,993) (6,239,949) TOTAL PLAN INVESTMENTS $44,185,207 $43,924,441 F-14 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Schedule of Assets Held for Investment as of December 31, 1994 (continued) Fair Security Description Units Cost Value GUARANTEED INCOME FUND Money Market: Provident Instit. 85,450 $ 85,450 $ 85,450 FDS/Tempfund Total Money Market 85,450 85,450 Insurance Contract: Fidelity & Guaranty 3,480,658 3,480,658 3,480,658 Life Ins. Co. Total Insurance 3,480,658 3,480,658 Contract TOTAL FUND $3,566,108 $3,566,108 INVESTMENTS EQUITY FUND Money Market: Provident Instit. 161,674 $ 161,674 $ 161,674 FDS/Tempfund Total Money Market 161,674 161,674 Mutual Fund: Investment Co. Amer. 248,262 4,327,950 4,386,798 Total Mutual Fund 4,327,950 4,386,798 TOTAL FUND $4,489,624 $4,548,472 INVESTMENTS TOTAL INVESTMENTS $63,843,041 $64,009,928 F-15 MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION AND SAVINGS PLAN Schedule of Reportable Transactions for the year ended December 31, 1994 The following securities were traded during the year ended December 31, 1994 in amounts that were in excess of 5% of the combined Participation and Retirement Plan total assets at January 1, 1994. Sales Description of Security Purchase Proceeds Gain / Cost (Loss) Provident Institutional $140,177,148 $140,177,148 $ - U.S. Treasury Bills 29,906,542 29,906,542 - AIM Ltd. Maturity 29,587,898 29,000,000 587,898 Treas. Shares F-16 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 16, 1995 on our audit of the financial statements of the Millipore Corporation Employees' Participation and Savings Plan as of December 31, 1994 and 1993, and for the year ended December 31, 1994 which report is included in this Annual Report on Form 11-K. Coopers & Lybrand L.L.P. Boston, Massachusetts June 28, 1995 F-17 -----END PRIVACY-ENHANCED MESSAGE-----