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, 1995
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 20, 1996
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
For the Years Ended December 31, 1995 and 1994
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, 1995 and 1994 F-2
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1995 F-3
Notes to Financial Statements F-4 - F-16
Schedule of Assets Held for Investment at
December 31, 1995 F-17 - F-19
Schedule of Reportable Transactions for the year
ended December 31, 1995 F-20
Consent of Independent Accountants F-21
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, 1995
and 1994, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1995.
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, 1995
and 1994 and the changes in net assets available for plan
benefits for the year ended December 31, 1995 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 statements 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.
May 24, 1996
F-1
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
December 31, 1995 and 1994
1995
Millipore AIM Ltd F&G Investment
Stock Maturity Balanced GIC Co of Amer Loan
Fund Fund Fund Fund Fund Fund
Assets
Investments, at
fair value:
Common stock of
Millipore
Corporation,
87,719 shares
with a
cost of $3,607,444 $ - $ - $ - $ - $ -
$1,807,599
Other 247,952 6,236,713 45,000,327 2,693,618 4,625,106 -
Investments
Participant - 111 109 - 782 2,608,539
loan receivable
Contributions
receivable:
Participation - - 3,494,659 - - -
Plan
Savings Plan:
Employee 80,665 74,164 118,693 26,297 47,374 -
contrib.
Employer 10,750 15,206 15,873 8,766 14,865 -
contrib.
Dividends and 27,598 29,760 522,189 222 259 -
interest
Total assets $3,974,409 $6,355,954 $49,151,850 $2,728,903 $4,688,386 $2,608,539
Liabilities and
Net Assets
Available for
Plan Benefits
Accounts $ 9,124 $ 10,630 $ 99,789 $ 45,052 $ 181,708 $ -
payable
Net assets
available for 3,965,285 6,345,324 49,052,061 2,683,851 4,506,678 2,608,539
plan benefits
Total
liabilities and $3,974,409 $6,355,954 $49,151,850 $2,728,903 $4,688,386 $ 2,608,539
net assets
available for
plan
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
(Continued)
December 31, 1995 and 1994
1995
Invesco Dodge & Vanguard AIM Warburg
Stable Cox S&P Index Constellation Pincus
Value Balanced Fund Fund Fund Total
Fund Fund
Assets
Investments, at
fair value:
Common stock of
Millipore
Corporation
87,719 shares
with a
cost of $ - $ - $ - $ - $ - $3,607,444
$1,807,599
Other 1,112,315 3,654,663 1,515,948 4,627,117 1,234,165 70,947,924
Investments
Participant 72 - 72 36 - 2,609,721
loan receivable
Contributions
receivable:
Participation - - - - - 3,494,659
Plan
Savings Plan:
Employee 15,658 71,917 94,961 160,859 17,473 708,061
contrib.
Employer 3,731 14,199 7,368 21,836 5,808 118,402
contrib.
Dividends and 897 334 108 300 79 581,746
interest
Other stock - - - - - 32,888
receivables
Total assets $1,132,673 $3,741,113 $1,618,457 $ 4,810,148 $1,257,525 $82,067,957
Liabilities and
Net Assets
Available for
Plan Benefits
Accounts $ 38,790 $ 39,041 $ 28,495 $ 29,873 $ 22,345 $ 504,847
payable
Net assets
available for 1,093,883 3,702,072 1,589,962 4,780,275 1,235,180 81,563,110
plan benefits
Total
liabilities and $1,132,673 $3,741,113 $1,618,457 $4,810,148 $1,257,525 $82,067,957
net assets
available for
plan
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, 1995 and 1994
1994
Millipore Short-Term Guaranteed
Common Income Balanced Income Equity Loan
Stock Fund Fund Fund Fund Fund Total
Fund
Assets
Investments, at
fair value:
Common stock of
Millipore
Corp, 99,772
shares
with a cost of $2,413,235 $ - $ - $ - $ - $ - $2,413,235
$1,802,564
Other 21,381 9,536,291 43,924,441 3,566,108 4,548,472 - 61,596,693
Investments
Participant 3,821 12,631 42,504 4,510 16,878 2,827,460 2,907,804
loan receivable
Contributions
receivable:
Participation - - 3,474,703 - - - 3,474,703
Plan
Savings Plan:
Employee 43,057 106,609 102,354 41,042 65,876 - 358,938
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
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 $ 8,504 $ 2,684 $ 46,129 $ 34,918 $ 10,579 $ - $ 102,814
payable
Due to 316,738 - - - - - 316,738
Millipore Corp.
Total 325,242 2,684 46,129 34,918 10,579 - 419,552
liabilities
Net assets
available for 2,167,258 9,730,181 47,734,297 3,602,377 4,643,267 2,827,460 70,704,840
plan benefits
Total
liabilities and $2,492,500 $9,732,865 $47,780,426 $3,637,295 $4,653,846 $2,827,460 $71,124,392
net assets
available for
plan 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, 1995
1995
Millipore AIM Ltd F&G Investment
Stock Maturity Balanced GIC Co of Amer Loan
Fund Fund Fund Fund Fund Fund
Investment income:
Dividends on
Millipore $ 28,587 $ - $ - $ - $ - $ -
Corporation
common stock
Investment income - - 6,674,853 - - -
(Note E)
Dividends and 4,137 434,626 - 181,952 115,591 147,927
interest
Net appreciation /
(depreciation)
in fair value 1,422,908 246,562 - - 1,046,961 -
of investments
Total investment 1,455,632 681,188 6,674,853 181,952 1,162,552 147,927
income
Contributions:
Company
contributions:
Participation Plan - - 3,494,659 - - -
Savings Plan 88,231 192,334 176,740 103,322 158,267 -
Employee Savings
Plan
contributions 385,405 581,462 685,495 411,152 650,199 -
Total 473,636 773,796 4,356,894 514,474 808,466 -
contributions
Waters transfers - (21,193) (8,025) - - -
Benefit payments (118,978) (1,223,836) (6,344,616) (1,057,694) (493,349) (222,906)
Administrative (1,587) (3,998) - (13,060) (1,974) -
expenses
Loans to 32,648 12,726 47,060 (72,958) 69,709 (143,942)
participants, net
Participant (43,324) (3,603,540) (3,408,402) (471,240) (1,681,993) -
interfund
transfers
Net increase/ 1,798,027 (3,384,857) 1,317,764 (918,526) (136,589) (218,921)
(decrease)
Net assets
available 2,167,258 9,730,181 47,734,297 3,602,377 4,643,267 2,827,460
for plan benefits
at January 1
Net assets
available for plan $3,965,285 $6,345,324 $49,052,061 $2,683,851 $4,506,678 $2,608,539
benefits at
December 31
The accompanying notes are an integral part of the financial
statements.
F-3
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION (Continued)
December 31, 1995
1995
Invesco Dodge & Vanguard AIM Warburg
Stable Cox S&P Index Constellation Pincus
Value Balanced Fund Fund Fund Total
Fund Fund
Investment income:
Dividends on
Millipore $ - $ - $ - $ - $ - $ 28,587
Corporation
common stock
Investment income - - - - - 6,674,853
(Note E)
Dividends and 54,273 100,430 23,320 1,726 36,969 1,100,951
interest
Net appreciation /
(depreciation) in
fair value of - 340,096 195,791 524,614 83,739 3,860,671
investments
Total investment 54,273 440,526 219,111 526,340 120,708 11,665,062
income
Contributions:
Company
contributions:
Participation Plan - - - - - 3,494,659
Savings Plan 27,261 80,388 30,931 104,163 30,600 992,237
Employee Savings
Plan
contributions 140,448 459,720 155,505 596,272 174,083 4,239,741
Total 167,709 540,108 186,436 700,435 204,683 8,726,637
contributions
Waters transfers - - - - - (29,218)
Benefit payments (4,701) (2,185) (2,369) (779) (535) (9,471,948)
Administrative (8,941) (802) (449) (1,034) (418) (32,263)
expenses
Loans to (16,479) 3,704 5,855 46,827 14,850 -
participants, net
Participant 902,022 2,720,721 1,181,378 3,508,486 895,892 -
interfund
transfers
Net increase/ 1,093,883 3,702,072 1,589,962 4,780,275 1,235,180 10,858,270
(decrease)
Net assets - - - - - 70,704,840
available
for plan benefits
at January 1
Net assets
available for plan $1,093,883 $3,702,072 $1,589,962 $ 4,780,275 $1,235,180 $81,563,110
benefits at
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) is subject to the
provisions of the Employee Retirement Income Security Act of
1974 (ERISA). The Plan includes a profit participation
feature (Participation Plan), which covers U.S. and Puerto
Rico employees who have at least two years continuous
service with Millipore Corporation (the Company), and a
savings plan feature (Savings Plan), which covers only U.S.
employees who have one year of continuous service with the
Company. The Plan is administered by a Committee (the
Commitee), consisting of at least 5 members, appointed by
the Board of Directors.
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 AIM LTD Maturity Fund
(formerly known as the Short-Term Income Fund), the
Investment Company of America Fund (formerly known as the
Equity Fund), the F&G GIC Fund (formerly known as the
Guaranteed Income Fund), the Invesco Stable Value Fund, the
Dodge & Cox Balanced Fund, the Vanguard S&P Index Fund, the
AIM Constellation Fund, the Warburg Pincus 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. Participants may borrow from their
fund accounts a minimum of $1,000 up to a maximum equal to
the lessor of, (1) the amount of their total account
(excluding the Participation Plan account), (2) the greater
of $10,000 or one-half of their total account; or (3)
$50,000 reduced by the excess (if any) of (a) the highest
outstanding balance of loans from the Plan during the 1-year
period ending on the day before the date on which such loan
was made, over (b) the outstanding balance of loans from the
Plan on the date on which such loan was made. Loan terms
range from 1-5 years. Each loan shall bear interest at a
standard rate established by the Committee. The current
interest rate is 5.5 %.
All contributions (both employee and employer), 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. Participant loans are valued at cost which
F-5
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
B. Summary of Significant Accounting Policies (Continued)
approximates fair 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.
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.
Reclassifications
Certain reclassifications have been made to prior year
financial statements to conform with current year
presentation.
C. Investment Programs
The Plan's assets are invested among ten investment funds
and a loan fund. Five of these investment funds are new as
of April 1995. The mix of investments within each fund is
determined by the Trustees of the Plan. Company
contributions to the Participation Plan are invested in the
Balanced Fund. Upon enrollment in the Plan, a participant
may direct employee contributions and matching company
contributions, as well as change their investment options
monthly, in any of the following options:
Millipore Common Stock Fund:
This fund's investments consist primarily of Millipore
Common Stock. Shares held in 1994 have been restated to
reflect the 2 for 1 stock split effected by the Company in 1995.
F-6
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
C. Investment Programs (Continued)
AIM LTD Maturity Fund (formerly 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&G GIC Fund (formerly Guaranteed Income Fund):
Investments of this fund include a pension group annuity
with a fixed rate of interest which is determined annually.
Investment Co. of America (formerly Equity Fund):
This fund invests primarily in common stocks but may also
invest in high-quality convertibles and debt securities.
Invesco Stable Value Fund:
This is a new fund in 1995. Investments of this fund
include money market funds and mutual funds to provide
stability between principal and income.
Dodge & Cox Balanced Fund:
This is a new fund in 1995. Investments of this fund
include a mixture of stocks and bonds to seek long-term
growth.
Vanguard S&P Index Fund:
This is a new fund in 1995. This fund invests primarily in
stocks and seeks to match the investment performance of the
Standard & Poor's 500 Composite Stock Price Index, an index
emphasizing large company stocks.
AIM Constellation Fund:
This is a new fund in 1995. This fund invests in small and
medium size company stocks to seek capital appreciation.
F-7
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
C. Investment Programs (Continued)
Warburg Pincus International Fund:
This is a new fund in 1995. This fund invests at least 65%
in foreign common stocks and up to 35% in domestic equities
to seek capital appreciation.
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.
Millipore Common Stock Fund
The Millipore Common Stock Fund's investments at December
31, 1995 and 1994 are summarized as follows:
------ 1995 ------- -------- 1994 -------
Cost Fair Value Cost Fair Value
Short-term $ 247,952 $ 247,952 $ 21,381 $ 21,381
investments
Common stocks 1,807,599 3,607,444 1,802,564 2,413,235
Total $2,055,551 $3,855,396 $1,823,945 $2,434,616
investments
AIM LTD Maturity Fund (formerly Short-Term Income Fund)
The AIM LTD Maturity Fund's investments at December 31, 1995
and 1994 are summarized as follows:
------- 1995------- ------ 1994 -------
Cost Fair Value Cost Fair Value
Short-term $6,213,981 $6,236,713 $9,778,157 $9,536,291
investments
F-8
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
C. Investment Programs (Continued)
Balanced Fund
The Balanced Fund's investments at December 31, 1995 and
1994 are summarized as follows:
------- 1995 ------ -------- 1994 ------
Cost Fair Value Cost Fair Value
Short-term $46,651,202 $46,590,542 $45,126,351 $44,493,401
investments
Mutual funds 4,471,756 5,592,443 5,335,849 5,670,989
Total $51,122,958 $52,182,985 $50,462,200 $50,164,390
investments
Less:Retirement (7,034,254) (7,182,658) (6,276,993) (6,239,949)
Plan
Net Investments $44,088,704 $45,000,327 $44,185,207 $43,924,441
F&G GIC Fund (formerly Guaranteed Income Fund)
The F&G GIC Fund's investments at December 31, 1995 and 1994
are summarized as follows:
------ 1995 ------ -------- 1994--------
Cost Contract Cost Contract Value
Value
Short-term $ 18,114 $ 18,114 $ 85,450 $ 85,450
investments
Insurance 2,675,504 2,675,504 3,480,658 3,480,658
contracts
Total $2,693,618 $2,693,618 $3,566,108 $3,566,108
investments
Investment Co. of America (formerly Equity Fund)
The Investment Co. of America's investments at December 31,
1995 and 1994 are summarized as follows:
------- 1995 ------- ------- 1994--------
Cost Fair Value Cost Fair Value
Short-term $ 21,216 $ 21,216 $ 161,674 $ 161,674
investments
Mutual funds 3,821,727 4,603,890 4,327,950 4,386,798
Total $3,842,943 $4,625,106 $4,489,624 $4,548,472
investments
F-9
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
C. Investment Programs (Continued)
Loan Fund
The Loan Fund's investments at December 31, 1995 and 1994
are summarized as follows:
------- 1995 ------ ------ 1994---------
Cost Fair Value Cost Fair Value
Participant $ - $2,608,539 $ - $2,827,460
Loans (5.5%)
Invesco Stable Value Fund
The Invesco Stable Value Fund is a new fund in 1995.
Investments at December 31, 1995 are summarized as follows:
------- 1995 -------
Cost Contract
Value
Short-term
investments $ 1,563 $ 1,563
Insurance 1,110,752 1,110,752
Contracts
Total $1,112,315 $1,112,315
investments
Dodge & Cox Balanced Fund
The Dodge & Cox Balanced Fund is a new fund in 1995.
Investments at December 31, 1995 are summarized as follows:
------- 1995 -------
Cost Fair Value
Short-term $ 41,979 $ 41,979
investments
Mutual funds 3,327,192 3,612,684
Total $3,369,171 $3,654,663
investments
F-10
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
C. Investment Programs (Continued)
Vanguard S&P Index Fund
The Vanguard S&P Fund is a new fund in 1995. Investments at
December 31, 1995 are summarized as follows:
------- 1995 -------
Cost Fair Value
Short-term $ 3,054 $ 3,054
investments
Mutual funds 1,320,477 1,512,894
Total $1,323,531 $1,515,948
investments
AIM Constellation Fund
The AIM Constellation Fund is a new fund in 1995.
Investments at December 31, 1995 are summarized as follows:
------- 1995 -------
Cost Fair Value
Short-term $ 38,734 $ 38,734
investments
Mutual funds 4,211,954 4,588,383
Total $4,250,688 $4,627,117
investments
Warburg Pincus Fund
The Warburg Pincus Fund is a new fund in 1995. Investments
at December 31, 1995 are summarized as follows:
------- 1995 -------
Cost Fair Value
Short-term $ 18,280 $ 18,280
investments
Mutual funds 1,132,146 1,215,885
Total $1,150,426 $1,234,165
investments
F-11
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
C. Investment Programs (Continued)
Significant Investments
The following table presents investments that represent 5
percent or more of the Plan's total net assets as of
December 31, 1995.
1995
Balanced Fund Investments $45,000,436
AIM Ltd. Maturity Treas. Shares 6,216,189
Investment Co. America 4,603,890
AIM Equity FDS Constellation 4,588,383
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-12
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
C. Investment Programs (Continued)
December 31, 1995 December 31, 1994
Participant Nonparticip. Participant Nonparticip.
Balanced Fund Directed Directed Total Directed Directed Total
Assets
Other $5,400,039 $39,600,288 $45,000,327 $7,906,399 $36,018,042 $43,924,441
Investments
Loan 109 - 109 42,504 - 42,504
repayment
receiv.
Contribution
Receivable:
Participation - 3,494,659 3,494,659 - 3,474,703 3,474,703
Plan
Savings Plan:
Employee 118,693 - 118,693 102,354 - 102,354
contribution
Employer 15,873 - 15,873 33,344 - 33,344
contribution
Dividends and 62,663 459,526 522,189 36,554 166,526 203,080
Interest
Total Assets $5,597,377 $43,554,473 $49,151,850 $8,121,155 $39,659,271 $47,780,426
Liabilities &
Net Assets
Available
for Plan Benefits
Accounts
payable $ 11,975 $ 87,814 $ 99,789 $ 8,303 $ 37,826 $ 46,129
Net assets
available for 5,585,402 43,466,659 49,052,061 8,112,852 39,621,445 47,734,297
plan benefits
Total
liabilities & $5,597,377 $43,554,473 $49,151,850 $8,121,155 $39,659,271 $47,780,426
net assets
available for
plan benefits
December 31, 1995
Participant Nonparticipant
Balanced Fund Directed Directed Total
Investment Income $917,807 $5,757,046 $6,674,853
Company contributions:
Participation plan - 3,494,659 3,494,659
Savings plan 176,740 - 176,740
Employee savings plan
contributions 685,495 - 685,495
Waters transfers (8,025) - (8,025)
Benefit Payments (938,125) (5,406,491) (6,344,616)
Loans to participants, net 47,060 - 47,060
Participant (3,408,402) - (3,408,402)
interfund transfers
Net increase/(decrease) (2,527,450) 3,845,214 1,317,764
Net assets available for 8,112,852 39,621,445 47,734,297
plan benefits at Jan. 1
Net assets available for $5,585,402 $43,466,659 $49,052,061
plan benefits at Dec. 31
F-13
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
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 of approximately
14% and 12% of the Fund's investments at December 31, 1995
and 1994 respectively.
E. Investment Income
Income earned on commingled investments of the Balanced Fund
(Note D) for the year ended December 31, 1995.
Interest and dividends $3,046,590
Realized gain on sales of
investments 3,363,508
Unrealized appreciation of
investments 1,357,836
Expenses (92,833)
Total net investment income $7,675,101
Portion attributable to the $6,674,853
Plan
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,
1995, there were 449 employees participating in Millipore
Common Stock Fund, 522 in the AIM LTD Maturity Fund
(formerly Short-Term Income Fund), 1,651 in the Balanced
Fund, 310 in the F&G GIC Fund (formerly Guarantee Income
Fund), 495 in the Investment Co. of America Fund (formerly
Equity Fund), 169 in the Invesco Stable Value Fund, 394 in
the Dodge & Cox Fund, 222 in the Vanguard S&P Index Fund,
469 in the AIM Constellation Fund, and 202 in the Warburg
Pincus Fund. There were 404 participants with loans
outstanding from the Loan Fund at December 31, 1995.
Employees are permitted to invest in more than one fund.
F-14
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
F. 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:
1995 1994
Net assets available for plan benefits
per the financial statements $81,563,110 $70,704,840
Amounts allocated to withdrawing part (1,142,676) (2,323,852)
Net Assets available for benefits $80,420,434 $68,380,988
per the Form 5500
The following is a reconciliation of benefit payments per the
statement of changes in net assets available for plan ben
efits to the Form 5500 for the year ended
December 31, 1995:
1995
Benefit payments per the statement of changes
in net assets available for plan benefits $9,471,948
Add: Amounts allocated to withdrawing
participants at December 31, 1995 1,142,676
Less: Amounts allocated to withdrawing
participants at December 31, 1994 (2,323,852)
Benefits paid to participants $8,290,772
per the Form 5500
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.
F-15
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
H. 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-16
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1995
Fair
Security Description Units Cost Value
MILLIPORE COMMON STOCK
FUND
Money Market:
Provident Instit. 247,952 $ 247,952 $ 247,952
FDS/Tempfund
Total Money Market 247,952 247,952
Common Stock:
Millipore Corp. 87,719 1,807,599 3,607,444
**
Total Common Stock 1,807,599 3,607,444
TOTAL FUND INVESTMENTS $2,055,551 $3,855,396
AIM LTD MATURITY FUND
Provident Instit. 20,524 $ 20,524 $ 20,524
FDS/Tempfund
AIM Ltd. Maturity Treas. 616,074 6,193,457 6,216,189
Shares
Participant loan - - 111
receivable
TOTAL FUND INVESTMENTS $6,213,981 $6,236,824
BALANCED FUND
Money Market:
Provident Instit. 12,655,486 $12,655,486 $12,655,486
FDS/Tempfund
Vanguard MM Reserve US 501,358 501,358 501,358
Treas
Aim S-T Investment Co. 563,858 563,858 563,858
Prime
AIM Ltd. Maturity Treas. 1,532,448 15,523,056 15,462,396
Shares
Putnam Money Market 158,413 158,413 158,413
Cash Management Treas. 434,452 434,452 434,452
America
U.S. Treas Bill DTD 6,500,000 6,167,292 6,167,292
1/11/96
U.S. Treas Bill DTD 1,000,000 975,593 975,593
3/7/96
U.S. Treas Bill DTD 10,000,000 9,671,694 9,671,694
5/30/96
Total Money Market 46,651,202 46,590,542
Mutual Funds:
AMCAP Fund 45,162 524,435 617,365
Investment Co. of Amer. 29,016 446,198 627,026
Putnam FD For Growth & 39,643 484,383 641,828
Income
Twentieth Century Inv. - 29,092 513,735 564,102
Growth
Twentieth Century Inv. - 16,594 607,230 591,068
Select
Washington Mutual Inv. 20,297 290,260 445,914
FD Inc.
Vanguard/Windsor Fund 27,638 369,687 401,575
Inc.
Vanguard Index TR500 11,494 463,739 662,047
Portfolio
American Mutual FD Inc. 17,326 334,712 421,535
AIM Weingarten Fund 34,968 437,377 619,983
Total Mutual Funds 4,471,756 5,592,443
TOTAL FUND INVESTMENTS $51,122,958 $52,182,985
LESS: Retirement Plan (7,034,254) (7,182,658)
TOTAL PLAN INVESTMENTS $44,088,704 $45,000,327
Participant loan - - 109
receivable
TOTAL PLAN INVESTMENTS $44,088,704 $45,000,436
F-17
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1995 (continued)
Fair
Security Description Units Cost Value
F&G GIC FUND
Money Market:
Provident Instit. 18,114 $ 18,114 $ 18,114
FDS/Tempfund
Total Money Market 18,114 18,114
Insurance Contract:
Fidelity & Guaranty 2,675,504 2,675,504 2,675,504
Life Ins. Co.
Total Insurance 2,675,504 2,675,504
Contract
TOTAL FUND $2,693,618 $2,693,618
INVESTMENTS
INVESTMENT CO. OF
AMERICA
Money Market:
Provident Instit. 21,216 $ 21,216 $ 21,216
FDS/Tempfund
Total Money Market 21,216 21,216
Mutual Fund:
Investment Co. Amer. 213,044 3,821,727 4,603,890
Total Mutual Fund 3,821,727 4,603,890
Participant loan - - 782
receivable
TOTAL FUND $3,842,943 $4,625,888
INVESTMENTS
INVESCO STABLE VALUE
FUND
Money Market:
Provident Instit. 1,563 $ 1,563 $ 1,563
FDS/Tempfund
Total Money Market 1,563 1,563
Insurance Contract:
Invesco Stable Asset 1,110,752 $1,110,752 $1,110,752
Value
Total Insurance 1,110,752 1,110,752
Contract
Participant loan - - 72
receivable
TOTAL FUND $1,112,315 $1,112,387
INVESTMENTS
DODGE & COX BALANCED
FUND
Money Market:
Provident Instit. 41,979 $ 41,979 $ 41,979
FDS/Tempfund
Total Money Market 41,979 41,979
Mutual Fund:
Dodge & Cox Balanced 66,166 $3,327,192 $3,612,684
Fund
Total Mutual Fund 3,327,192 3,612,684
TOTAL FUND $3,369,171 $3,654,663
INVESTMENTS
F-18
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1995 (continued)
Fair
Security Description Units Cost Value
VANGUARD S&P INDEX
FUND
Money Market:
Provident Instit. 3,054 $ 3,054 $ 3,054
FDS/Tempfund
Total Money Market 3,054 3,054
Mutual Fund:
Vanguard Index TR500 26,266 $1,320,477 $1,512,894
Portfolio
Total Mutual Fund 1,320,477 1,512,894
Participant loan - - 72
receivable
TOTAL FUND $1,323,531 $1,516,020
INVESTMENTS
AIM CONSTELLATION
FUND
Money Market:
Provident Instit. 38,734 $ 38,734 $ 38,734
FDS/Tempfund
Total Money Market 38,734 38,734
Mutual Fund:
AIM Equity FDS 203,838 $4,211,954 $4,588,383
Constellation
Total Mutual Fund 4,211,954 4,588,383
Participant loan - - 36
receivable
TOTAL FUND $4,250,688 $4,627,153
INVESTMENTS
WARBURG PINCUS FUND
Money Market:
Provident Instit. 18,280 $ 18,280 $ 18,280
FDS/Tempfund
Total Money Market 18,280 18,280
Mutual Fund:
Warburg Pincus Equity 61,909 $1,132,146 $1,215,885
Total Mutual Fund 1,132,146 1,215,885
TOTAL FUND $1,150,426 $1,234,165
INVESTMENTS
LOAN FUND
Participant Loans - $ - $2,608,539
(Int rate of 5.5%)
**
TOTAL FUND $ - $2,608,539
INVESTMENTS
TOTAL INVESTMENTS $70,100,928 $77,165,089
**Parties-in-interest.
F-19
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Line 27d - Schedule of Reportable Transactions for the year ended
December 31, 1995
When the assets of two or more plans are maintained in one trust
(Master Trust), such as the Balanced Fund, which holds assets for both
the Savings and Participation Plan and Retirement Plan, the value
of plan assets held in the Master Trust are subtracted from the
current value of all plan assets at the beginning of the plan
year in determining the 5% limitation. The following securities
were traded during the year ended December 31, 1995 in
transactions or series of transactions that were in excess of 5%
of the Participation Plan total assets excluding the assets of the
Balanced Fund at January 1, 1995.
Sales
Description of Security Purchase Proceeds Gain /
Cost (Loss)
Single transactions:
Provident Institutional $1,750,000 $1,750,000 $ -
Provident Institutional 1,750,000 1,750,000 -
AIM Ltd Mat Treasury 1,768,279 1,750,000 18,279
Shares
Series of transactions:
Provident Institutional 28,533,972 28,533,972 -
AIM Ltd Mat Treasury 3,490,679 3,472,642 18,037
Shares
Dodge & Cox Balanced 3,327,192 3,327,192 -
Invesco Stable Value 1,206,208 1,206,208 -
F-20
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 May 24, 1996 on our audit of the financial
statements of the Millipore Corporation Employees' Participation
and Savings Plan as of December 31, 1995 and 1994, and for the
year ended December 31, 1995 which report is included in this
Annual Report on Form 11-K.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 20, 1996