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, 1996
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, 1997
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
For the Years Ended December 31, 1996 and 1995
MILLIPORE CORPORATION EMPLOYEES' PARTICIPATION
AND SAVINGS PLAN
Index to Financial Statements and Supplemental Schedules
Financial Statements and Exhibits
Page(s)
Report of Independent Accountants 1
Statements of Net Assets Available for Plan Benefits, with
Fund Information, at December 31, 1996 and 1995 2 - 5
Statement of Changes in Net Assets Available for Plan
Benefits, with Fund Information, for the year ended
December 31, 1996 6 - 7
Notes to Financial Statements 8 - 17
Line 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1996 18 - 20
Line 27d - Schedule of Reportable Transactions for the year
ended December 31, 1996 21
Consent of Independent Accountants 22
Report of Independent Accountants
To the Trustees of the 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, 1996
and 1995, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1996.
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, 1996
and 1995 and the changes in net assets available for plan
benefits for the year ended December 31, 1996 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 purposes 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
available for plan benefits and the statement of changes in net
assets available for plan 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 16, 1997
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
December 31, 1996 and 1995
1996
Millipore AIM Ltd F&G Investment
Stock Maturity Balanced GIC Co of Loan
Fund Fund Fund Fund America Fund
Fund
Assets
Investments, at
fair value:
Common stock of
Millipore
Corporation,
101,673
shares with a
cost
of $2,483,677 $4,206,737 $ - $ - $ - $ - $ -
Plan's
Interest in
Master Trust - - 49,596,242 - - -
Other
Investments - 5,439,244 - 2,759,091 5,596,516 -
Participant
loan receivable 1,954 111 - 747 690 2,751,378
Contributions
receivable:
Participation
Plan - - 3,532,968 - - -
Savings Plan:
Employee
contrib. 50,950 57,500 55,807 58,925 47,267 -
Employer
contrib. 11,359 15,688 13,628 8,884 14,998 -
Dividends
/interestreceiv 32,645 80,905 385,695 10,277 269,756 -
Total assets $4,303,645 $5,593,448 $53,584,340 $2,837,924 $5,929,227 $2,751,378
Liabilities and
Net Assets
Available for
Plan Benefits
Fund payables $ 56,428 $ 22,881 $ 100,451 $ 59,777 $ 67,356 $ -
Net assets
available for
plan benefits 4,247,217 5,570,567 53,483,889 2,778,147 5,861,871 2,751,378
Total
liabilities and
net assets
available for
plan benefits $4,303,645 $5,593,448 $53,584,340 $2,837,924 $5,929,227 $2,751,378
The accompanying notes are an integral part of the financial
statements.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
(Continued)
December 31, 1996 and 1995
1996
Invesco Dodge & Vanguard AIM Warburg
Stable Cox S&P Index Constella- Pincus
Value Balanced Fund tion Int'l Total
Fund Fund Fund Equity
Fund
Assets
Investments, at
fair value:
Common stock of
Millipore
Corporation,
101,673
shares with a
cost
of $2,483,677 $ - $ - $ - $ - $ - $4,206,737
Plan's
Interest in
Master Trust - - - - - 49,596,242
Other
Investments 1,155,197 5,066,649 3,308,890 6,964,359 1,916,376 32,206,322
Participant
loan receivable 68 11,550 72 1,653 202 2,768,425
Contributions
receivable:
Participation
Plan - - - - - 3,532,968
Savings Plan:
Employee
contrib. 18,803 41,095 53,728 83,500 28,379 495,954
Employer
contrib. 4,037 13,483 10,635 22,794 6,219 121,725
Dividends /
interest
receiv. 9,554 105 39,758 7,003 78,178 913,876
Total assets $1,187,659 $5,132,882 $3,413,083 $7,079,309 $2,029,354 $93,842,249
Liabilities and
Net Assets
Available for
Plan Benefits
Fund payables $ 19,820 $ 103,081 $ 22,848 $ 32,602 $ 25,552 $ 510,796
Net assets
available for
plan benefits 1,167,839 5,029,801 3,390,235 7,046,707 2,003,802 93,331,453
Total
liabilities and
net assets
available for
plan benefits $1,187,659 $5,132,882 $3,413,083 $7,079,309 $2,029,354 $93,842,249
The accompanying notes are an integral part of the financial
statements.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
December 31, 1996 and 1995
1995
Millipore AIM Ltd F&G Investment
Stock Maturity Balanced GIC Co of Loan
Fund Fund Fund Fund America Fund
Fund
Assets
Investments, at
fair value:
Common stock of
Millipore
Corporation,
87,719
shares with a
cost
of $1,807,599 $3,607,444 $ - $ - $ - $ - $ -
Plan's
Interest in
Master Trust - - 44,877,343 - - -
Other
Investments 247,952 6,236,713 - 2,693,618 4,625,106 -
Participant
loan receivable - 111 109 - 782 2,608,539
Contributions
receivable:
Participation
Plan - - 3,494,659 - - -
Savings Plan:
Employee
contrib. 80,665 74,164 118,693 26,297 47,374 -
Employer
contrib. 10,750 15,206 15,873 8,766 14,865 -
Dividends
/interestreceiv 27,598 29,760 645,173 222 259 -
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
Fund payables $ 9,124 $ 10,630 $ 99,789 $ 45,052 $ 181,708 $ -
Net assets
available for
plan benefits 3,965,285 6,345,324 49,052,061 2,683,851 4,506,678 2,608,539
Total
liabilities and
net assets
available for
plan benefits $3,974,409 $6,355,954 $49,151,850 $2,728,903 $4,688,386 $2,608,539
The accompanying notes are an integral part of the financial
statements.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
(Continued)
December 31, 1996 and 1995
1995
Invesco Dodge & Vanguard AIM Warburg
Stable Cox S&P Index Constellat Pincus
Value Balanced Fund ion Int'l Total
Fund Fund Fund Equity
Fund
Assets
Investments, at
fair value:
Common stock of
Millipore
Corporation,
87,719
shares with a
cost
of $1,807,599 $ - $ - $ - $ - $ - $3,607,444
Plan's
Interest in
Master Trust - - - - - 44,877,343
Other
Investments 1,112,315 3,654,663 1,515,948 4,627,117 1,234,165 25,947,597
Participant
loan receivable 72 - 72 36 - 2,609,721
Contributions
receivable:
Participation
Plan - - - - - 3,494,659
Savings Plan:
Employee
contrib. 15,658 71,917 94,961 160,859 17,473 708,061
Employer
contrib. 3,731 14,199 7,368 21,836 5,808 118,402
Dividends
/interestreceiv 897 334 108 300 79 704,730
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
Fund payables $ 38,790 $ 39,041 $ 28,495 $ 29,873 $ 22,345 $ 504,847
Net assets
available for
plan benefits 1,093,883 3,702,072 1,589,962 4,780,275 1,235,180 81,563,110
Total
liabilities and
net assets
available for
plan benefits $1,132,673 $3,741,113 $1,618,457 $4,810,148 $1,257,525 $82,067,957
The accompanying notes are an integral part of the financial
statements.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
December 31, 1996
1996
Millipore AIM Ltd F&G Investment
Stock Maturity Balanced GIC Co of Loan
Fund Fund Fund Fund America Fund
Fund
Investment income:
Dividends on
Millipore
Corporation
common stock $35,562 $ - $ - $ - $ - $ -
Plan's Interest
in Master Trust
Investment income
(Note D) - - 5,119,331 - - -
Dividends and
interest 2,099 302,138 - 17,001 349,169 143,566
Net appreciation /
(depreciation) in
fair value
of investments 125,276 (40,100) - - 559,861 -
Total
investment income 162,937 262,038 5,119,331 117,001 909,030 143,566
Contributions:
Company
contributions:
Participation Plan
- - 3,532,968 - - -
Savings Plan 102,998 128,040 118,215 72,798 140,197 -
Employee Savings
Plan
contributions 494,158 402,281 453,055 274,689 630,314 -
Total
contributions 597,156 530,321 4,104,238 347,487 770,511 -
Benefit payments (176,873) (842,543) (4,056,499) (251,793) (360,239) (67,361)
Administrative
expenses (4,728) (5,168) - (2,504) (5,294) -
Loans to
participants, net (10,297) 33,673 12,366 (7,402) (5,563) 66,634
Participant
interfund
transfers (286,263) (753,078) (747,608) (108,493) 46,748 -
Net increase/
(decrease) 281,932 (774,757) 4,431,828 94,296 1,355,193 142,839
Net assets
available
for plan benefits
at January 1
3,965,285 6,345,324 49,052,061 2,683,851 4,506,678 2,608,539
Net assets
available for plan
benefits at
December 31 $4,247,217 $5,570,567 $53,483,889 $2,778,147 $5,861,871 $2,751,378
The accompanying notes are an integral part of the financial
statements.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION (Continued)
December 31, 1996
1996
Invesco Dodge & Vanguard AIM Warburg
Stable Cox S&P Index Constella- Pincus
Value Balanced Fund tion Int'l Total
Fund Fund Fund Equity
Fund
Investment income:
Dividends on
Millipore
Corporation
common stock $ - $ - $ - $ - $ - $35,562
Plan's Interest
in Master Trust
Investment income
(Note D) - - - - - 5,119,331
Dividends and
interest 70,853 214,719 65,489 240,615 79,505 1,585,154
Net appreciation /
(depreciation) in
fair value of
investments - 415,384 424,061 624,463 75,425 2,184,370
Total
investment income 70,853 630,103 489,550 865,078 154,930 8,924,417
Contributions:
Company
contributions:
Participation Plan
- - - - - 3,532,968
Savings Plan 34,370 130,266 78,927 193,718 58,956 1,058,485
Employee Savings
Plan
contributions 170,169 659,458 419,141 942,434 277,743 4,723,442
Total
contributions 204,539 789,724 498,068 1,136,152 336,699 9,314,895
Benefit payments (141,167) (101,036) (107,087) (121,957) (206,314) (6,432,869)
Administrative
expenses (5,112) (4,175) (2,510) (6,470) (2,139) (38,100)
Loans to
participants, net (43,255) (58,879) (89) 41,227 (28,415) -
Participant
interfund
transfers (11,902) 71,992 922,341 352,402 513,861 -
Net increase/
(decrease) 73,956 1,327,729 1,800,273 2,266,432 768,622 11,768,343
Net assets
available
for plan benefits
at January 1
1,093,883 3,702,072 1,589,962 4,780,275 1,235,180 81,563,110
Net assets
available for plan
benefits at
December 31 $1,167,839 $5,029,801 $3,390,235 $7,046,707 $2,003,802 $93,331,453
The accompanying notes are an integral part of the financial
statements.
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 of 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 of the Company.
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 15% of their eligible compensation.
All participants with 10 or more years of service receive a
Company match of 50% of their contribution up to 6% of their
eligible compensation. Participants with less than 10 years
of service receive a Company match of 25% of their
contribution up to 6% of their eligible compensation.
Contributions under the Savings Plan and the Company's
matching amount may be invested, at the participants'
election, in any of the funds available in the Plan.
Participants are permitted to invest in more than one fund
and are generally allowed to borrow from the Plan the
amounts contributed by them and the Company's matching
amount.
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 %.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
A. Description of the Plan (Continued)
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 some 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. Participant loans are valued at cost
which approximates fair value.
The F&G GIC Fund is a fully benefit-responsive contract fund, which
carries no set limitations. The minimum credited interest
rates for December 31, 1996 and 1995 are 4.5% and 5.0% respectively.
These rates are adjusted annually to reflect the anticipated
yields. The average yields for the years ended December 31, 1996
and 1995 are 4.5% and 5.3% respectively. The Invesco Stable Value
Fund is a common collective trust GIC Fund (or pooled GIC Fund)
which has been valued by the Fund's investment advisor,
in the absence of a readily ascertainable market value,
based on the best information available as of the end of the
period. Such valuation has been approved by the Committee.
Investments in insurance contracts are valued at their contract
value, which 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.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
B. Summary of Significant Accounting Policies (Continued)
Use of Estimates
The preparation of the financial statements in conformity
with generally accepted accounting principles requires the
Trustees to make significant estimates and assumptions that
affect the reported amounts of net assets available for plan
benefits at the date of the financial statements and the
changes in net assets available for plan benefits during the
reporting period and, when applicable, disclosures of
contingent assets and liabilities at the date of the
financial statements. Actual results could differ from
those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any
combination of stocks, bonds, fixed income securities,
mutual funds, money market funds, and other investment
securities. Investment securities are exposed to various
risks such as interest rate, market, and credit risks. Due
to the level of risk associated with certain investment
securities, and a level of uncertainty related to changes in
the value of investment securities, it is at least
reasonably possible that changes in risks in the near term
could materially affect participants' account balances, the
amounts reported in the statement of net assets available
for plan benefits, and the statement of changes in net
assets available for plan benefits.
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 years'
financial statements to conform with the 1996 presentation.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
C. Investment Programs
The Plan's assets are invested among ten investment funds
and a loan fund. Five of these investment funds were new as
of April 1995. All of the investment funds available to
employees have been approved by the Trustees of the Plan.
Employees are allowed to invest in all ten investment funds
and may invest in more than one fund. Upon enrollment in
the Plan, a participant may direct employee contributions
and matching company contributions, as well as change their
investment options monthly. All Company contributions to
the Participation Plan are invested in the Balanced Fund.
The mix of investments within the Balanced Fund is
determined by the Trustees of the Plan. Income earned by
each investment 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. The investment
funds available to employees are as follows:
Millipore Common Stock Fund:
This fund's investments consist primarily of Millipore
Common Stock.
AIM LTD Maturity Fund:
This fund invests exclusively in U.S. Treasury Securities. The
Fund's investment strategy is designed to provide a high level
of principal protection.
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:
Investments of this fund include a guaranteed insurance
contract with a fixed rate of interest which is determined
annually.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
C. Investment Programs (Continued)
Investment Co. of America:
This fund seeks long term growth of capital and income.
The fund invests primarily in common stocks but may also
invest in high-quality convertibles and debt securities.
Invesco Stable Value Fund:
This fund seeks stability of principal and consistent income
through an actively managed pool of investment contracts.
Dodge & Cox Balanced Fund:
This fund seeks regular income, conservation of principal and
long-term growth. The fund invests in a diversified portfolio
common stocks, preferred stocks and bonds.
Vanguard S&P Index Fund:
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 fund seeks capital appreciation. The fund invests in
small and medium size emerging growth companies.
Warburg Pincus International Equity Fund:
This fund seeks long-term capital appreciation by investing
primarily in a broadly diversified portfolio of equity securities
of companies that have their principal business activities
and interests outside the U.S.
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 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, 1996 and 1995.
1996 1995
Balanced Fund Investments $49,596,242 $44,877,343
AIM Equity FDS Constellation 6,962,500 4,588,383
Investment Co. America 5,583,904 4,603,890
AIM Ltd. Maturity Treasury Shares
5,396,480 6,216,189
Dodge & Cox Balanced 5,055,168 -
Participant and Non-Participant 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.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
C. Investment Programs (Continued)
December 31, 1996 December 31, 1995
Participant Nonparticip Participant Nonparticip
Balanced Fund Directed Directed Total Directed Directed Total
Assets
Other
Investments $5,455,587 $44,140,655 $49,596,242 $5,385,281 $39,492,062 $44,877,343
Loan
repayment
receiv. - - - 109 - 109
Contribution
Receivable:
Participation
Plan - 3,532,968 3,532,968 - 3,494,659 3,494,659
Savings Plan:
Employee
contribution 55,807 - 55,807 118,693 - 118,693
Employer
contribution 13,628 - 13,628 15,873 - 15,873
Dividend /
interest
receiv 42,427 343,268 385,695 77,421 567,752 645,173
Total Assets $5,567,449 $48,016,891 $53,584,340 $5,597,377 $43,554,473 $49,151,850
Liabilities &
Net Assets
Available for
Plan Benefits
Fund payables $ 11,050 $ 89,401 $ 100,451 $ 11,975 $ 87,814 $ 99,789
Net assets
available for
plan
benefits 5,556,399 47,927,490 53,483,889 5,585,402 43,466,659 49,052,061
Total
liabilities &
net assets
available for
plan benefits $5,567,449 $48,016,891 $53,584.340 $5,597,377 $43,554,473 $49,151,850
December 31, 1996
Participant Non-
Balanced Fund Directed participant Total
Directed
Investment Income $551,581 $4,567,750 $5,119,331
Company contributions:
Participation plan - 3,532,968 3,532,968
Savings plan 118,215 - 118,215
Employee savings plan
contributions 453,055 - 453,055
Benefit Payments (416,612) (3,639,887) (4,056,499)
Loans to participants, net 12,366 - 12,366
Participant
interfund transfers (747,608) - (747,608)
Net (decrease) / increase (29,003) 4,460,831 4,431,828
Net assets available for
plan benefits at Jan. 1 5,585,402 43,466,659 49,052,061
Net assets available for
plan benefits at Dec. 31 $5,556,399 $47,927,490 $53,483,889
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
D. Interest in Master Trust
A portion of the assets of the Plan and the assets of the
Retirement Plan are commingled and jointly invested in the
Balanced Fund. The 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
86.7% and 86.0% of the Fund's investments at December 31,
1996 and 1995 respectively.
1996 1995
Fair Value Fair Value
Money Market Funds $ 134,305 $29,470,065
Mutual Funds 57,070,126 22,712,920
Total Investments $57,204,431 $52,182,985
Portion attributable to $49,596,242 $44,877,343
the Plan
Income earned on commingled investments of the Balanced Fund
for the year ended December 31, 1996 is as follows:
Interest and dividends $4,245,513
Net appreciation of
investments 1,713,108
Expenses (50,852)
Total net investment income $5,907,769
Portion attributable to the $5,119,331
Plan
Investment income and administrative expenses relating to
the Master Trust are allocated to the individual plans based
upon their pro rata share.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
E. 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:
1996 1995
Net assets available for plan benefits
per the financial statements $93,331,453 $81,563,110
Amounts allocated to withdrawing
participants (891,560) (1,142,676)
Net Assets available for benefits per
the Form 5500 $92,439,893 $80,420,434
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, 1996:
1996
Benefit payments per the statement of changes
in net assets available for plan benefits $6,432,869
Add: Amounts allocated to withdrawing
participants at December 31, 1996 891,560
Less: Amounts allocated to withdrawing
participants at December 31, 1995 (1,142,676)
Benefits paid to participants per the Form 5500 $6,181,753
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.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Notes to Financial Statements (Continued)
F. 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.
G. Tax Status
The Internal Revenue Service has determined and informed the
Company by a letter dated April 28, 1995, that the Plan is
qualified 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.
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1996
Fair
Security Description Units Cost Value
MILLIPORE COMMON
STOCK FUND
Common Stock:
Millipore Corp.
** 101,673 $ 2,483,677 $ 4,206,720
Total Common Stock 2,483,677 4,206,720
Money Market:
Provident Instit.
FDS/Tempfund 17 17 17
Total Money Market 17 17
Participant loan
receivable - - 1,954
TOTAL FUND
INVESTMENTS $ 2,483,694 $4,208,691
AIM LTD MATURITY FUND
Money Market:
Provident Instit.
FDS/Tempfund 42,764 $42,764 $ 42,764
Total Money Market 42,764 42,764
Mutual Fund:
AIM Ltd. Maturity
Treas. Shares 538,034 5,407,883 5,396,480
Total Mutual Fund 5,407,883 5,396,480
Participant loan
receivable - - 111
TOTAL FUND
INVESTMENTS $5,450,647 $5,439,355
INTEREST IN MASTER
TRUST - $52,567,889 $49,596,242
F&G GIC FUND
Money Market:
Provident Instit.
FDS/Tempfund 13,294 $13,294 $ 13,294
Total Money Market 13,294 13,294
Insurance Contract:
Fidelity & Guaranty
Life Ins. Co. 2,745,797 2,745,797 2,745,797
Total Insurance
Contract 2,745,797 2,745,797
Participant loan
receivable - - 747
TOTAL FUND
INVESTMENTS $2,759,091 $ 2,759,838
INVESTMENT CO. OF
AMERICA
Money Market:
Provident Instit.
FDS/Tempfund 12,612 $12,612 $ 12,612
Total Money Market 12,612
12,612
Mutual Fund:
Investment Co.
America 230,454 4,320,717 5,583,904
Total Mutual Fund 4,320,717 5,583,904
Participant loan
receivable - - 690
TOTAL FUND
INVESTMENTS $4,333,329 $5,597,206
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1996 (continued)
Fair
Security Description Units Cost Value
INVESCO STABLE VALUE
FUND
Money Market:
Provident Instit.
FDS/Tempfund 13,136 $ 13,136 $ 13,136
Total Money Market 13,136 13,136
Insurance Contract:
Invesco Stable Asset
Value 1,142,061 1,142,061 1,142,061
Total Insurance
Contract 1,142,061 1,142,061
Participant loan
receivable - - 68
TOTAL FUND
INVESTMENTS $1,155,197 $1,155,265
DODGE & COX BALANCED
FUND
Money Market:
Provident Instit.
FDS/Tempfund 11,481 $ 11,481 $ 11,481
Total Money Market 11,481 11,481
Mutual Fund:
Dodge & Cox Balanced
Fund 84,506 4,369,498 5,055,168
Total Mutual Fund 4,369,498 5,055,168
Participant loan - - 11,550
receivable
TOTAL FUND
INVESTMENTS $4,380,979 $5,078,199
VANGUARD S&P INDEX
FUND
Money Market:
Provident Instit.
FDS/Tempfund 4 $ 4 $ 4
Total Money Market 4 4
Mutual Fund:
Vanguard Index TR500
Portfolio 47,844 2,693,788 3,308,886
Total Mutual Fund 2,693,788 3,308,886
Participant loan
receivable - - 72
TOTAL FUND
INVESTMENTS $2,693,792 $3,308,962
AIM CONSTELLATION
FUND
Money Market:
Provident Instit.
FDS/Tempfund 1,859 $ 1,859 $ 1,859
Total Money Market 1,859 1,859
Mutual Fund:
AIM Equity FDS
Constellation 275,633 6,067,004 6,962,500
Total Mutual Fund 6,067,004 6,962,500
Participant loan
receivable - - 1,653
TOTAL FUND
INVESTMENTS $6,068,863 $6,966,012
WARBURG PINCUS FUND
Money Market:
Provident Instit.
FDS/Tempfund 2,065 $ 2,065 $ 2,065
Total Money Market 2,065 2,065
Mutual Fund:
Warburg Pincus Equity
91,858 1,773,275 1,914,311
Total Mutual Fund 1,773,275 1,914,311
Participant loan
receivable - - 202
TOTAL FUND
INVESTMENTS $1,775,340 $1,916,578
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1996 (continued)
Fair
Security Description Units Cost Value
LOAN FUND
Participant Loans
(Int rate of 5.5%)
** - $ - $2,751,378
TOTAL FUND
INVESTMENTS $ - $2,751,378
TOTAL INVESTMENTS $83,668,821 $88,777,726
**Parties-in-interest
MILLIPORE CORPORATION
EMPLOYEES' PARTICIPATION AND SAVINGS PLAN
Line 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996
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, 1996
in 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, 1996.
Number of Purchase Number Sales Historical Realized
Description of Purchases Price of Proceeds Cost Net Gain
Asset Sales /(Loss)
Series of transactions:
Provident Inst. 330 $9,734,419 241 $10,027,097 $19,761,516 $ -
AIM Equity FDS 12 2,248,965 4 448,561 2,642,879 54,647
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 16, 1997 on our audit of the financial
statements of the Millipore Corporation Employees' Participation
and Savings Plan as of December 31, 1996 and 1995, and for the
year ended December 31, 1996 which report is included in this
Annual Report on Form 11-K.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 23, 1997