Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2015shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q3 |
Entity Registrant Name | SIGMA ALDRICH CORP |
Entity Central Index Key | 90,185 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 119,992,547 |
Consolidated Statements Of Inco
Consolidated Statements Of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Sales | $ 703 | $ 690 | $ 2,076 | $ 2,080 |
Cost of products and services sold | 344 | 342 | 1,003 | 1,023 |
Gross profit | 359 | 348 | 1,073 | 1,057 |
Selling, general and administrative expenses | 170 | 152 | 497 | 469 |
Research and development expenses | 18 | 17 | 54 | 49 |
Other charges | 9 | 25 | 16 | 27 |
Operating income | 162 | 154 | 506 | 512 |
Interest, net | 2 | 2 | 3 | 3 |
Income before income taxes | 160 | 152 | 503 | 509 |
Provision for income taxes | 46 | 44 | 143 | 142 |
Net income | $ 114 | $ 108 | $ 360 | $ 367 |
Net income per share - Basic (in dollars per share) | $ 0.95 | $ 0.91 | $ 3 | $ 3.08 |
Net income per share - Diluted (in dollars per share) | $ 0.94 | $ 0.90 | $ 2.98 | $ 3.06 |
Weighted average number of shares outstanding - Basic (in shares) | 120 | 119 | 120 | 119 |
Weighted average number of shares outstanding - Diluted (in shares) | 121 | 120 | 121 | 120 |
Dividends per share (in dollars per share) | $ 0.23 | $ 0.23 | $ 0.69 | $ 0.69 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 114 | $ 108 | $ 360 | $ 367 |
Other comprehensive income/(loss), net of tax: | ||||
Foreign currency translation gain/(loss), net | (47) | (87) | (76) | (57) |
Pension and post retirement, net | 0 | (7) | 1 | 9 |
Unrealized gain/(loss) on forward exchange contracts, net | (6) | 20 | (15) | 17 |
Total other comprehensive income/(loss) | (53) | (74) | (90) | (31) |
Comprehensive income | $ 61 | $ 34 | $ 270 | $ 336 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 1,175 | $ 958 |
Accounts receivable | 407 | 397 |
Inventories | 771 | 699 |
Deferred taxes | 57 | 46 |
Other | 92 | 147 |
Total current assets | 2,502 | 2,247 |
Property, plant and equipment: | ||
Property, plant and equipment | 2,156 | 2,108 |
Less - accumulated depreciation | (1,369) | (1,322) |
Property, plant and equipment, net | 787 | 786 |
Goodwill | 741 | 756 |
Intangibles, net | 285 | 292 |
Other | 111 | 114 |
Total assets | 4,426 | 4,195 |
Current liabilities: | ||
Notes payable | 0 | 145 |
Accounts payable | 209 | 183 |
Payroll | 104 | 81 |
Income taxes | 92 | 0 |
Other | 100 | 81 |
Total current liabilities | 505 | 490 |
Long-term debt | 300 | 300 |
Pension and post-retirement benefits | 103 | 103 |
Deferred taxes | 52 | 69 |
Other | 108 | 103 |
Total liabilities | 1,068 | 1,065 |
Stockholders' equity: | ||
Preferred stock, $1.00 par value; 10 million shares authorized at September 30, 2015 and December 31, 2014; none issued or outstanding at September 30, 2015 and December 31, 2014 | 0 | 0 |
Common stock, $1.00 par value; 450 million shares authorized at September 30, 2015 and December 31, 2014; 202 million shares issued at September 30, 2015 and December 31, 2014; 120 million shares outstanding at September 30, 2015 and 119 million shares outstanding at December 31, 2014 | 202 | 202 |
Capital in excess of par value | 426 | 383 |
Common stock in treasury, at cost, 82 million shares at September 30, 2015 and 83 million shares at December 31, 2014 | (2,488) | (2,486) |
Retained earnings | 5,326 | 5,049 |
Accumulated other comprehensive income/(loss) | (108) | (18) |
Total stockholders' equity | 3,358 | 3,130 |
Total liabilities and stockholders' equity | $ 4,426 | $ 4,195 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 1 | $ 1 |
Common Stock, shares authorized | 450,000,000 | 450,000,000 |
Common Stock, shares issued | 202,000,000 | 202,000,000 |
Common Stock, shares outstanding | 120,000,000 | 119,000,000 |
Common Stock in treasury, shares | 82,000,000 | 83,000,000 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 360 | $ 367 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 98 | 99 |
Deferred income taxes | (29) | (4) |
Stock-based compensation expense | 9 | 18 |
Restructuring, net of payments | 0 | 9 |
Other | (5) | (3) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (28) | (34) |
Inventories | (87) | (28) |
Accounts payable | 30 | 33 |
Income taxes | 98 | 5 |
Other | 57 | 22 |
Net cash provided by operating activities | 503 | 484 |
Cash flows from investing activities: | ||
Capital expenditures | (85) | (89) |
Purchases of investments | (28) | (7) |
Proceeds from sales of investments | 68 | 8 |
Purchases of technology | (13) | 0 |
Other | (7) | (3) |
Net cash (used in) investing activities | (65) | (91) |
Cash flows from financing activities: | ||
Net repayment of short-term debt | (145) | (65) |
Dividends | (83) | (82) |
Share repurchases | 0 | (85) |
Proceeds from exercise of stock options | 28 | 19 |
Other | 5 | 2 |
Net cash (used in) financing activities | (195) | (211) |
Effect of foreign currency exchange rate changes on cash | (26) | (18) |
Net change in cash and cash equivalents | 217 | 164 |
Cash and cash equivalents at January 1 | 958 | 722 |
Cash and cash equivalents at September 30 | 1,175 | 886 |
Supplemental disclosures of cash flow information: | ||
Income taxes paid | 61 | 142 |
Interest paid, net of capitalized interest | $ 3 | $ 3 |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Sigma-Aldrich Corporation, headquartered in St. Louis, Missouri, is a leading Life Science and Technology company whose biochemical and organic chemical products, kits and services are used in scientific research, including genomic and proteomic research, biotechnology, pharmaceutical development, the diagnosis of disease and as key components in pharmaceutical, diagnostics and high technology manufacturing. The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information, the SEC's instructions to Form 10-Q and Article 10 of Regulation S-X and, accordingly, do not include all information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the notes to the Company's consolidated financial statements included in Part II, Item 8 of the Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included in these consolidated financial statements. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . |
Proposed Merger with Merck KGaA
Proposed Merger with Merck KGaA | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Proposed Merger with Merck KGaA | Proposed Merger with Merck KGaA On September 22, 2014, the Company entered into the Merger Agreement. The Merger Agreement, among other things, provides for Merck KGaA to acquire the Company at a price of $140 per share in cash, without interest. The acquisition will be accomplished through the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and an indirect wholly-owned subsidiary of Merck KGaA. The Merger Agreement and the consummation of the transactions contemplated thereby were unanimously approved by the Board. A special meeting of stockholders of the Company was held on December 5, 2014, whereby stockholders voted upon and approved a proposal to adopt the Merger Agreement. The Merger Agreement remains subject to the satisfaction or waiver of specified closing conditions, including the unconditional approval from the European Commission and other customary closing conditions. Pursuant to its terms, the Merger Agreement between Merck KGaA and the Company has been extended to December 22, 2015 to enable the parties to finalize the satisfaction of the remaining conditions to closing of the transaction. Other than the costs associated with this Merger Agreement discussed in Note 10 - Other Charges to the Company's consolidated financial statements contained in Part I, Item 1 of this Report, no other effects of the transaction have been recorded in the Company's consolidated financial statements. In certain circumstances, upon termination of the Merger Agreement termination fees would be payable. The Company is also subject to restrictions on the conduct of our business prior to the consummation of the merger as provided in the Merger Agreement, including, among other things, certain restrictions on capital spending levels, our ability to repurchase shares, increase our dividend, acquire other businesses, sell, transfer or license our assets, amend our organizational documents and incur indebtedness. For additional information related to the Merger Agreement, please refer to the Company's September 22, 2014 Form 8-K. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to the September 22, 2014 Form 8-K. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The principal categories of inventories are: September 30, December 31, 2014 Finished goods $ 626 $ 568 Work in process 35 28 Raw materials 110 103 Total $ 771 $ 699 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The Company's amortizable and unamortizable intangible assets at September 30, 2015 and December 31, 2014 were as follows: Cost Accumulated Amortization September 30, December 31, 2014 September 30, December 31, 2014 Amortizable intangible assets: Patents $ 21 $ 15 $ 10 $ 10 Licenses 54 49 26 23 Customer relationships 294 299 102 91 Technical knowledge 62 57 24 22 Other 30 29 26 23 Total amortizable intangible assets $ 461 $ 449 $ 188 $ 169 Unamortizable intangible assets: Goodwill $ 766 $ 781 $ 25 $ 25 Trademarks and trade names 22 22 10 10 Total unamortizable intangible assets $ 788 $ 803 $ 35 $ 35 On October 31, 2014, the Company acquired Cell Marque, a provider of in vitro diagnostic antibody reagents and kits, for approximately $170 in cash. The preliminary purchase price allocation is subject to potential adjustment as the Company finalizes its fair value determination of net assets acquired. Any adjustments to the preliminary purchase price allocation may impact the amounts of recognized intangible assets and goodwill. Cell Marque's operations were not material to the Company's consolidated statements of income for both the three and nine months ended September 30, 2014, on a pro forma basis. The Company recorded amortization expense related to amortizable intangible assets of $7 and $6 for the three months ended September 30, 2015 and 2014 , respectively. The Company recorded amortization expense related to amortizable intangible assets of $21 and $19 for the nine months ended September 30, 2015 and 2014, respectively. Amortizable intangible assets are amortized over their estimated useful lives, which range from one to twenty years , using the straight-line method. The Company expects to record annual amortization expense for all existing intangible assets in a range from approximately $26 to $28 from 2015 through 2019 . The change in net goodwill for the nine months ended September 30, 2015 is as follows: Balance at December 31, 2014 $ 756 Impact of foreign currency exchange rates (15 ) Balance at September 30, 2015 $ 741 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Notes payable and long-term debt consisted of the following: September 30, 2015 December 31, 2014 Outstanding Weighted Average Rate Outstanding Weighted Average Rate Notes payable Commercial paper (1) $ — — % $ 145 0.3 % Sigma-Aldrich Japan GK credit facilities (2) — — — — Other short-term credit facilities (3) — — — — Total notes payable $ — — % $ 145 0.3 % Long-term debt Senior notes, due November 1, 2020 (4) $ 300 3.4 % $ 300 3.4 % Total long-term debt $ 300 3.4 % $ 300 3.4 % (1) The Company has a $600 five -year revolving credit facility with a syndicate of banks in the United States that supports the Company's commercial paper program. The facility matures on May 10, 2018 . At September 30, 2015 and December 31, 2014 , the Company did not have any borrowings outstanding under this facility. The amount available under the facility is reduced by the amount of commercial paper outstanding. The carrying value of the commercial paper outstanding approximates its fair value. The facility contains financial covenants that require the maintenance of a ratio of consolidated debt to total capitalization of no more than 65.0 percent and an aggregate amount of subsidiary debt plus consolidated secured debt of no more than 25.0 percent of total net worth, as defined in the underlying credit agreement. The Company's total consolidated debt as a percentage of total capitalization and aggregate amount of subsidiary debt plus consolidated secured debt as a percentage of total net worth were 8.1 percent and 0.0 percent , respectively, at September 30, 2015 . (2) Sigma-Aldrich Japan GK has a credit facility with a total commitment of 1 billion Japanese Yen (approximately $9 ), expiring April 30, 2016. No borrowings were outstanding under the facility at both September 30, 2015 and December 31, 2014 . (3) These facilities were closed out as of September 30, 2015. There were no borrowings under these facilities at December 31, 2014. (4) The Company has $300 of 3.375 percent Senior Notes due November 1, 2020 . Interest on the notes is payable May 1 and November 1 of each year. The notes may be redeemed, in whole or in part at the Company’s option, (i) at any time at specific redemption prices plus accrued interest or (ii) three months prior to the maturity date at a redemption price equal to 100 percent of the principal amount plus accrued interest. The Company has provided a guarantee for any outstanding borrowings from the short-term credit facility of its wholly-owned Japanese subsidiary. At September 30, 2015, there were no existing events of default that would require the Company to honor this guarantee. Total interest expense, incurred on short-term and long-term debt, net of amounts capitalized, was $2 for both the three months ended September 30, 2015 and 2014. Total interest expense, incurred on short-term and long-term debt, net of amounts capitalized, was $5 and $6 for the nine months ended September 30, 2015 and 2014, respectively. The fair value of long-term debt was approximately $303 and $312 at September 30, 2015 and December 31, 2014 , respectively. The fair value of long-term debt was based upon a discounted cash flow analysis that used the aggregate cash flows from principal and interest payments over the life of the debt and current market interest rates. |
Financial Derivatives and Risk
Financial Derivatives and Risk Management | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Derivatives and Risk Management | Financial Derivatives and Risk Management The Company conducts business in many parts of the world and is subject to risks associated with changing foreign currency exchange rates. Accordingly, the Company uses derivative instruments designated as cash flow hedges and net investment hedges, as well as derivative instruments that are not designated as hedging instruments to mitigate a portion of this risk. These derivative instruments are primarily comprised of foreign currency forward exchange contracts, and are classified within Level 2 of the fair value hierarchy for which fair value is determined by using foreign currency market spot rates and forward points observable at commonly quoted intervals. The Company does not enter into foreign currency forward exchange contracts for speculative trading purposes. Cash Flow Hedges A significant portion of the Company's cost of products and services sold is denominated in the U.S. Dollar, while approximately 60 percent of the Company's sales are denominated in other currencies. Intercompany inventory purchases, which are sourced primarily from subsidiaries with U.S. Dollar functional currencies, are sold to customers by international subsidiaries in other local currencies. The Company uses foreign currency forward exchange contracts to mitigate a portion of the foreign currency risks associated with these forecasted intercompany inventory purchases. These foreign currency forward exchange contracts have been designated as hedges of the variability of cash flows related to forecasted inventory purchases due to changes in foreign currency exchange rates. Changes in fair value of these derivatives are deferred in AOCI within stockholders' equity until the underlying hedged items are recognized in net income. Accordingly, the Company records cash flow hedge gains or losses within cost of products and services sold when the related inventory is sold to a customer. To the extent any portion of the hedge contract is determined to be ineffective, the increase or decrease in value of the contract prior to maturity will be recognized in income immediately. The cash flow impact from these derivatives is classified in the operating activities section of the Company's consolidated statements of cash flows, which is the same category as the underlying items being hedged. Gains or losses related to the ineffective portion of these hedging instruments were not material for each of the three and nine months ended September 30, 2015 and 2014 . At September 30, 2015 and December 31, 2014 , the Company had outstanding notional principal amounts of $ 47 and $187 , respectively, in foreign currency forward exchange contracts associated with cash flow hedging transactions. The following table summarizes the fair values of the foreign currency forward exchange contracts designated as cash flow hedges at September 30, 2015 and December 31, 2014 : Item Reporting Location September 30, 2015 December 31, 2014 Forward exchange contracts asset derivative Other current assets $ 8 $ 23 Forward exchange contracts liability derivative Other current liabilities — — Gain recognized in AOCI, net AOCI 9 24 The following table summarizes the effect of the foreign currency forward exchange contracts designated as cash flow hedges on the Company's consolidated statements of comprehensive income during the three and nine months ended September 30, 2015 and 2014, net of immaterial tax effects. Item Reporting Location Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Gain recognized in OCI, net OCI $ — $ 20 Gain reclassified from AOCI into net income Costs of products and services sold 6 — Item Reporting Location Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 Gain recognized in OCI, net OCI $ 10 $ 17 Gain reclassified from AOCI into net income Costs of products and services sold 25 — As of September 30, 2015 , the majority of these contracts are in established currencies including the Euro, Japanese Yen and British Pound. During the next twelve months the Company expects $9 of unrealized gains included in AOCI, based on the value of these contracts as of September 30, 2015 , will be reclassified into income. The Company generally does not hedge its exposure to the exchange rate variability of future cash flows beyond the next ensuing twenty-four months . Net Investment Hedges The Company also holds investments in international subsidiaries that own net assets denominated in foreign currencies. The U.S. Dollar value of these foreign currency denominated net assets fluctuate as the exchange rate fluctuates. From time to time the Company will enter into net investment hedges to reduce the variability in the U.S. Dollar equivalent of net asset values due to changes in exchange rates. These hedges have been designated as net investment hedges and qualify for hedge accounting treatment, whereby changes in fair value of the derivative are reported in OCI. To the extent any portion of the hedge contract is determined to be ineffective, the increase or decrease in value of the contract prior to maturity will be recognized in income immediately. The cash flow impact from these derivatives is classified in the investing activities section of the Company's consolidated statements of cash flows. At September 30, 2015 and December 31, 2014 , the Company did not have any outstanding foreign currency forward exchange contracts associated with net investment hedging transactions. Derivatives Not Designated As Hedges The Company also uses foreign currency forward exchange contracts, which are not designated as hedging instruments, primarily to hedge a portion of the value of certain intercompany receivables and payables denominated in foreign currencies. The Company's objective is to minimize the impact of foreign currency exchange rate changes during the period of time between the original transaction date and its cash settlement. Gains and losses on these contracts are recorded in SG&A, based on the difference in the contract rate and the fair value at the end of each month for all contracts still in force, and are typically offset either partially or completely by transaction gains and losses on the related intercompany receivables and payables. The duration of the contracts typically does not exceed six months. As of September 30, 2015 , the majority of these contracts are in established currencies including the British Pound, Euro and the Taiwan Dollar. The impact of these contracts was not material to the consolidated statement of income for both the three and nine months ended September 30, 2015 and 2014. The notional amount of open foreign currency forward exchange contracts for derivatives not designated as hedges at September 30, 2015 and December 31, 2014 was $240 and $195 , respectively. |
Company Operations By Business
Company Operations By Business Unit | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Company Operations by Business Unit | Company Operations by Business Unit The business unit structure is the Company's approach to serving customers and reporting sales rather than any internal division used to allocate resources. Net sales for the Company's business units are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Research $ 346 $ 347 $ 1,021 $ 1,063 Applied 177 170 530 513 SAFC Commercial 180 173 525 504 Total $ 703 $ 690 $ 2,076 $ 2,080 The Company's Chief Operating Decision Maker is the CEO. The CEO and the Board review profit and loss information on a consolidated basis to assess performance and make overall operating decisions as well as resource allocations. The Company's business units are closely interrelated in their activities and share services such as order entry, billing, technical services, e-commerce, purchasing and inventory control, and also share production and distribution facilities. Additionally, these units are supported by centralized functional areas such as finance, human resources, quality, safety and compliance and information technology. Further, the Company's CEO, CFO and business unit Presidents participate in compensation programs in which a portion of their incentive compensation is based upon consolidated Company results for sales growth (and for the business unit Presidents, the sales growth in the business unit for which they are responsible), consolidated adjusted Company EBITDA and individual/business unit objectives which are funded based on achievement of consolidated adjusted Company EBITDA. Based on these factors, the Company has concluded that it operates in one segment. Sales are attributed to countries based upon the location from which the product was shipped or services were performed. Geographic financial information is as follows: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Sales to unaffiliated customers: United States $ 307 $ 269 $ 878 $ 788 International 396 421 1,198 1,292 Total $ 703 $ 690 $ 2,076 $ 2,080 September 30, December 31, Long-lived assets: United States $ 567 $ 556 International 305 320 Total $ 872 $ 876 |
Pension And Post-Retirement Ben
Pension And Post-Retirement Benefits | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Post-Retirement Benefits | Pension and Post-retirement Benefits The components of net periodic benefit cost for the three months ended September 30, 2015 and 2014 were as follows: Pension Plans Post-Retirement Medical Benefit Plans United States International 2015 2014 2015 2014 2015 2014 Service cost $ — $ — $ 3 $ 1 $ — $ — Interest cost 1 2 2 3 1 — Expected return on plan assets — (3 ) (4 ) (3 ) — — Amortization — — 2 — (2 ) (1 ) Settlement Loss Recognized — — — — — — Net periodic benefit cost $ 1 $ (1 ) $ 3 $ 1 $ (1 ) $ (1 ) The components of net periodic benefit cost for the nine months ended September 30, 2015 and 2014 were as follows: Pension Plans Post-Retirement Medical Benefit Plans United States International 2015 2014 2015 2014 2015 2014 Service cost $ — $ — $ 7 $ 5 $ — $ — Interest cost 5 6 5 7 1 — Expected return on plan assets (2 ) (10 ) (10 ) (9 ) — — Amortization — — 4 — (4 ) (3 ) Settlement Loss Recognized — 1 — — — — Net periodic benefit cost $ 3 $ (3 ) $ 6 $ 3 $ (3 ) $ (3 ) Pension and post-retirement benefits liabilities consisted of the following as of the dates noted: September 30, December 31, 2014 Retiree medical liability $ 21 $ 22 Pension liability 84 83 Subtotal 105 105 Less: current portion (included in other current liabilities) (2 ) (2 ) Pension and post-retirement benefits liabilities $ 103 $ 103 The U.S. defined benefit pension plan was frozen in 2012 and as a result, future retirement service costs are no longer being recorded. Further, as a result of the freeze, the Company will amortize accumulated unrecognized losses over the remaining estimated life of participants. Effective January 1, 2013, the affected employees were eligible for additional Company contributions under the Company's 401(k) retirement savings plan. The Company made a decision to terminate its U.S. defined benefit pension plan effective December 31, 2014 and received approval of the termination from the Internal Revenue Service during the third quarter of 2015. The Company is not required to make a contribution to the U.S. defined benefit pension plan in 2015 . The Company contributed $4 to its international pension plans in the nine months ended September 30, 2015 . In total, the Company expects to contribute approximately $5 to its defined benefit pension plans in 2015 . The Company's 401(k) retirement savings plan provides retirement benefits to eligible U.S. employees in addition to those provided by the frozen defined benefit pension plan. The 401(k) plan permits participants to voluntarily defer a portion of their compensation, subject to Internal Revenue Code limitations. The Company also contributes a percentage of the employee's salary per year to the account of each eligible employee plus a percentage of the employee's salary deferral. The cost for this plan was $6 and $5 for the three months ended September 30, 2015 and 2014 , respectively. The cost for this plan was $19 and $17 for the nine months ended September 30, 2015 and 2014, respectively. |
Other Assets And Liabilities
Other Assets And Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Other Assets And Liabilities [Abstract] | |
Other Assets And Liabilities | Other Assets and Liabilities Other current assets Other current assets are summarized as follows: September 30, December 31, Other receivables $ 58 $ 69 Prepaid expenses 18 20 Short-term investment securities 14 56 Other current assets 2 2 Total other current assets $ 92 $ 147 Other assets Other assets are summarized as follows: September 30, December 31, Other investments $ 18 $ 14 Cash value of life insurance policies 44 40 Deferred taxes 15 13 Pension and post-retirement asset 11 11 Other non-current assets 23 36 Total other assets $ 111 $ 114 Other current liabilities Other current liabilities are summarized as follows: September 30, December 31, Legal and professional $ 5 $ 7 Pension and post-retirement liability 2 2 Freight 10 7 Other accrued expenses 83 65 Total other current liabilities $ 100 $ 81 Other liabilities Other liabilities are summarized as follows: September 30, December 31, Deferred compensation $ 42 $ 36 Non-current income taxes 53 52 Other non-current liabilities 13 15 Total other non-current liabilities $ 108 $ 103 |
Other Charges
Other Charges | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Other Charges | Other Charges Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Restructuring costs $ 1 $ 14 $ 1 $ 16 Costs related to mergers and acquisitions 8 11 15 11 Total other charges $ 9 $ 25 $ 16 $ 27 Restructuring Costs In the third quarter of 2014, the Company committed to a facility consolidation restructuring plan in Europe. This consolidation impacted approximately 80 employees and better aligned the Company's present supply chain with its long term strategy. Total restructuring costs were $16 , comprised of $12 to reduce the value of the assets impacted by these restructuring activities and $4 of employee termination costs. During the three and nine months ended September 30, 2015, $1 of these restructuring costs were recognized. During the three and nine months ended September 30, 2014, $14 of these restructuring costs were recognized. In the third quarter of 2013, the Company committed to a restructuring plan to exit a manufacturing site in Europe. This exit activity impacted approximately 90 employees and reduced the Company's fixed cost structure. Total restructuring costs were $12 , comprised of $9 to reduce the value of the assets impacted by these restructuring activities and $3 of employee termination costs. During the six months ended June 30, 2014, the remaining $2 of restructuring costs were recognized. Costs Related to Mergers and Acquisitions The Company recorded costs associated with the pending Merck KGaA merger of $8 and $15 for the three and nine months ended September 30, 2015, respectively. The Company recorded costs associated with the pending Merck KGaA merger of $11 for the three and nine months ended September 30, 2014. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per Share Basic EPS is calculated using the weighted average number of shares outstanding during each period. The diluted EPS calculation includes the impact of dilutive equity compensation awards. EPS calculations have been made using the following share information (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Weighted average shares Basic shares 120 119 120 119 Effect of dilutive securities 1 1 1 1 Diluted shares 121 120 121 120 There were no potential common shares excluded from the calculation of diluted weighted average shares for the three and nine months ended September 30, 2015 and September 30, 2014. |
Share Repurchases
Share Repurchases | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Repurchase Agreements [Abstract] | |
Share Repurchases | Share Repurchases As of September 30, 2015 and December 31, 2014 , the Company had repurchased a total of 102 million shares of an authorized repurchase program of 110 million shares. The Company's authorization to repurchase shares expired in November 2014 and was not extended due to the pending Merck KGaA transaction. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The following table shows the components of AOCI for the three months ended September 30, 2015 : Foreign Currency Translation Adjustment Income (Loss), Net Pension and Post-Retirement Benefit Plans Income (Loss), Net Unrealized Gain (Loss) on Cash Flow Hedges, Net Total Beginning balance: June 30, 2015 $ (8 ) $ (62 ) $ 15 $ (55 ) Other comprehensive income (loss) before reclassification (47 ) — — (47 ) Less: Amounts reclassified from accumulated other comprehensive income to net income — — 6 6 Net current-period other comprehensive income (loss) (47 ) — (6 ) (53 ) Ending balance: September 30, 2015 $ (55 ) $ (62 ) $ 9 $ (108 ) The following table shows the components of AOCI for the nine months ended September 30, 2015: Foreign Currency Translation Adjustment Income (Loss), Net Pension and Post-Retirement Benefit Plans Income (Loss), Net Unrealized Gain (Loss) on Cash Flow Hedges, Net Total Beginning balance: December 31, 2014 $ 21 $ (63 ) $ 24 $ (18 ) Other comprehensive income (loss) before reclassification (76 ) — 10 (66 ) Less: Amounts reclassified from accumulated other comprehensive income to net income — (1 ) 25 24 Net current-period other comprehensive income (loss) (76 ) 1 (15 ) (90 ) Ending balance: September 30, 2015 $ (55 ) $ (62 ) $ 9 $ (108 ) The following table shows the components of AOCI for the three months ended September 30, 2014 : Foreign Currency Translation Adjustment Income (Loss), Net Pension and Post-Retirement Benefit Plans Income (Loss), Net Unrealized Gain (Loss) on Cash Flow Hedges, Net Total Beginning balance: June 30, 2014 $ 171 $ (7 ) $ (1 ) $ 163 Other comprehensive income (loss) before reclassification (87 ) (7 ) 20 (74 ) Less: Amounts reclassified from accumulated other comprehensive income to net income — — — — Net current-period other comprehensive income (loss) (87 ) (7 ) 20 (74 ) Ending balance: September 30, 2014 $ 84 $ (14 ) $ 19 $ 89 The following table shows the components of AOCI for the nine months ended September 30, 2014 : Foreign Currency Translation Adjustment Income (Loss), Net Pension and Post-Retirement Benefit Plans Income (Loss), Net Unrealized Gain (Loss) on Cash Flow Hedges, Net Total Beginning balance: December 31, 2013 $ 141 $ (23 ) $ 2 $ 120 Other comprehensive income (loss) before reclassification (57 ) 10 17 (30 ) Less: Amounts reclassified from accumulated other comprehensive income to net income — 1 — 1 Net current-period other comprehensive income (loss) (57 ) 9 17 (31 ) Ending balance: September 30, 2014 $ 84 $ (14 ) $ 19 $ 89 During the three months ended September 30, 2015, amounts reclassified from AOCI included gains of $6 recognized into cost of products and services sold. During the nine months ended September 30, 2015, amounts reclassified from AOCI included losses of $1 recognized into SG&A and gains of $25 recognized into cost of products and services sold. During the nine months ended September 30, 2014, amounts reclassified from AOCI included gains of $1 recognized into SG&A. These adjustments are net of immaterial tax effects. |
Contingent Liabilities And Comm
Contingent Liabilities And Commitments | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities And Commitments | Contingent Liabilities and Commitments The Company is subject to potential liabilities arising out of present and future lawsuits and claims related to product liability, personal injury, contract, commercial, intellectual property, tax, environmental, employment, compliance and other matters that arise in the ordinary course of business, as well as putative state class action lawsuits arising out of the proposed merger transaction with Merck KGaA. The Company's operations and a number of its products are highly regulated by various governmental agencies around the world and the Company is periodically involved in reviews, investigations and proceedings by governmental agencies. Failure to meet the standards and licensing requirements of these agencies can lead to penalties which can include substantial fines and/or operating restrictions. The Company accrues for potential liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. Although the Company believes the amounts reserved are probable and appropriate based on available information, the process of estimating losses involves a considerable degree of judgment by management and the ultimate amounts could vary materially. The Company has self-insured retention limits and has obtained insurance to provide coverage above the self-insured limits for claims made against it, subject to certain limitations and exclusions. At September 30, 2015 , (i) reserves have been provided to cover expected payments for these self-insured amounts, (ii) there were no contingent liabilities that management believes are reasonably likely to have a material adverse effect on the Company's consolidated financial condition, results of operations, cash flows or liquidity and (iii) there were no material commitments outside of the normal course of business. Material commitments in the normal course of business include notes payable, long-term debt, lease commitments and pension and other post-retirement benefit obligations which are disclosed in Note 7 - Notes Payable, Note 8 - Long-Term Debt, Note 10 - Lease Commitments and Note 16 - Pension and Post-retirement Benefit Plans, respectively, to the Company's consolidated financial statements included in Part II, Item 8 of the Annual Report, as updated in Note 5 – Debt and Note 8 – Pension and Post-retirement Benefits to the Company's consolidated financial statements included in Part I, Item 1 of this Report. Effective April 1, 2015, the Company entered into an obligation to purchase a minimum of $390 of inventory over five years and has fulfilled $34 of that commitment though September 30, 2015. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Event s On October 20, 2015, the Company announced its intention to sell its Sigma-Aldrich-branded solvents and inorganics business in the European Economic Area to Honeywell. The sale will also include global rights to the Company's Fluka brand. This sale is intended to fulfill the commitments the Company made to the European Union in order to receive final approval for the sale of the Company to Merck KGaA. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Principal Categories Of Inventories | The principal categories of inventories are: September 30, December 31, 2014 Finished goods $ 626 $ 568 Work in process 35 28 Raw materials 110 103 Total $ 771 $ 699 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The Company's amortizable and unamortizable intangible assets at September 30, 2015 and December 31, 2014 were as follows: Cost Accumulated Amortization September 30, December 31, 2014 September 30, December 31, 2014 Amortizable intangible assets: Patents $ 21 $ 15 $ 10 $ 10 Licenses 54 49 26 23 Customer relationships 294 299 102 91 Technical knowledge 62 57 24 22 Other 30 29 26 23 Total amortizable intangible assets $ 461 $ 449 $ 188 $ 169 Unamortizable intangible assets: Goodwill $ 766 $ 781 $ 25 $ 25 Trademarks and trade names 22 22 10 10 Total unamortizable intangible assets $ 788 $ 803 $ 35 $ 35 |
Change In Net Goodwill | The change in net goodwill for the nine months ended September 30, 2015 is as follows: Balance at December 31, 2014 $ 756 Impact of foreign currency exchange rates (15 ) Balance at September 30, 2015 $ 741 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule Of Notes Payable And Long-Term Debt | Notes payable and long-term debt consisted of the following: September 30, 2015 December 31, 2014 Outstanding Weighted Average Rate Outstanding Weighted Average Rate Notes payable Commercial paper (1) $ — — % $ 145 0.3 % Sigma-Aldrich Japan GK credit facilities (2) — — — — Other short-term credit facilities (3) — — — — Total notes payable $ — — % $ 145 0.3 % Long-term debt Senior notes, due November 1, 2020 (4) $ 300 3.4 % $ 300 3.4 % Total long-term debt $ 300 3.4 % $ 300 3.4 % (1) The Company has a $600 five -year revolving credit facility with a syndicate of banks in the United States that supports the Company's commercial paper program. The facility matures on May 10, 2018 . At September 30, 2015 and December 31, 2014 , the Company did not have any borrowings outstanding under this facility. The amount available under the facility is reduced by the amount of commercial paper outstanding. The carrying value of the commercial paper outstanding approximates its fair value. The facility contains financial covenants that require the maintenance of a ratio of consolidated debt to total capitalization of no more than 65.0 percent and an aggregate amount of subsidiary debt plus consolidated secured debt of no more than 25.0 percent of total net worth, as defined in the underlying credit agreement. The Company's total consolidated debt as a percentage of total capitalization and aggregate amount of subsidiary debt plus consolidated secured debt as a percentage of total net worth were 8.1 percent and 0.0 percent , respectively, at September 30, 2015 . (2) Sigma-Aldrich Japan GK has a credit facility with a total commitment of 1 billion Japanese Yen (approximately $9 ), expiring April 30, 2016. No borrowings were outstanding under the facility at both September 30, 2015 and December 31, 2014 . (3) These facilities were closed out as of September 30, 2015. There were no borrowings under these facilities at December 31, 2014. (4) The Company has $300 of 3.375 percent Senior Notes due November 1, 2020 . Interest on the notes is payable May 1 and November 1 of each year. The notes may be redeemed, in whole or in part at the Company’s option, (i) at any time at specific redemption prices plus accrued interest or (ii) three months prior to the maturity date at a redemption price equal to 100 percent of the principal amount plus accrued interest. |
Financial Derivatives and Ris25
Financial Derivatives and Risk Management (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table summarizes the fair values of the foreign currency forward exchange contracts designated as cash flow hedges at September 30, 2015 and December 31, 2014 : Item Reporting Location September 30, 2015 December 31, 2014 Forward exchange contracts asset derivative Other current assets $ 8 $ 23 Forward exchange contracts liability derivative Other current liabilities — — Gain recognized in AOCI, net AOCI 9 24 |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The following table summarizes the effect of the foreign currency forward exchange contracts designated as cash flow hedges on the Company's consolidated statements of comprehensive income during the three and nine months ended September 30, 2015 and 2014, net of immaterial tax effects. Item Reporting Location Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Gain recognized in OCI, net OCI $ — $ 20 Gain reclassified from AOCI into net income Costs of products and services sold 6 — Item Reporting Location Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 Gain recognized in OCI, net OCI $ 10 $ 17 Gain reclassified from AOCI into net income Costs of products and services sold 25 — |
Company Operations By Busines26
Company Operations By Business Unit (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Net Sales For The Company's Business Units | Net sales for the Company's business units are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Research $ 346 $ 347 $ 1,021 $ 1,063 Applied 177 170 530 513 SAFC Commercial 180 173 525 504 Total $ 703 $ 690 $ 2,076 $ 2,080 |
Geographic Financial Information - Net Sales To Unaffiliated Customers | Sales are attributed to countries based upon the location from which the product was shipped or services were performed. Geographic financial information is as follows: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Sales to unaffiliated customers: United States $ 307 $ 269 $ 878 $ 788 International 396 421 1,198 1,292 Total $ 703 $ 690 $ 2,076 $ 2,080 |
Geographic Financial Information - Long-Lived Assets | September 30, December 31, Long-lived assets: United States $ 567 $ 556 International 305 320 Total $ 872 $ 876 |
Pension And Post-Retirement B27
Pension And Post-Retirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Components Of The Net Periodic Benefit Costs | The components of net periodic benefit cost for the three months ended September 30, 2015 and 2014 were as follows: Pension Plans Post-Retirement Medical Benefit Plans United States International 2015 2014 2015 2014 2015 2014 Service cost $ — $ — $ 3 $ 1 $ — $ — Interest cost 1 2 2 3 1 — Expected return on plan assets — (3 ) (4 ) (3 ) — — Amortization — — 2 — (2 ) (1 ) Settlement Loss Recognized — — — — — — Net periodic benefit cost $ 1 $ (1 ) $ 3 $ 1 $ (1 ) $ (1 ) The components of net periodic benefit cost for the nine months ended September 30, 2015 and 2014 were as follows: Pension Plans Post-Retirement Medical Benefit Plans United States International 2015 2014 2015 2014 2015 2014 Service cost $ — $ — $ 7 $ 5 $ — $ — Interest cost 5 6 5 7 1 — Expected return on plan assets (2 ) (10 ) (10 ) (9 ) — — Amortization — — 4 — (4 ) (3 ) Settlement Loss Recognized — 1 — — — — Net periodic benefit cost $ 3 $ (3 ) $ 6 $ 3 $ (3 ) $ (3 ) |
Pension And Post-Retirement Benefits And Liabilities | Pension and post-retirement benefits liabilities consisted of the following as of the dates noted: September 30, December 31, 2014 Retiree medical liability $ 21 $ 22 Pension liability 84 83 Subtotal 105 105 Less: current portion (included in other current liabilities) (2 ) (2 ) Pension and post-retirement benefits liabilities $ 103 $ 103 |
Other Assets And Liabilities (T
Other Assets And Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Assets And Liabilities [Abstract] | |
Other Current Assets | Other current assets are summarized as follows: September 30, December 31, Other receivables $ 58 $ 69 Prepaid expenses 18 20 Short-term investment securities 14 56 Other current assets 2 2 Total other current assets $ 92 $ 147 |
Other Assets | Other assets are summarized as follows: September 30, December 31, Other investments $ 18 $ 14 Cash value of life insurance policies 44 40 Deferred taxes 15 13 Pension and post-retirement asset 11 11 Other non-current assets 23 36 Total other assets $ 111 $ 114 |
Other Current Liabilities | Other current liabilities are summarized as follows: September 30, December 31, Legal and professional $ 5 $ 7 Pension and post-retirement liability 2 2 Freight 10 7 Other accrued expenses 83 65 Total other current liabilities $ 100 $ 81 |
Other Liabilities | Other liabilities are summarized as follows: September 30, December 31, Deferred compensation $ 42 $ 36 Non-current income taxes 53 52 Other non-current liabilities 13 15 Total other non-current liabilities $ 108 $ 103 |
Other Charges (Tables)
Other Charges (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Restructuring costs $ 1 $ 14 $ 1 $ 16 Costs related to mergers and acquisitions 8 11 15 11 Total other charges $ 9 $ 25 $ 16 $ 27 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Shares Used In Calculation Of Earnings Per Share | EPS calculations have been made using the following share information (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Weighted average shares Basic shares 120 119 120 119 Effect of dilutive securities 1 1 1 1 Diluted shares 121 120 121 120 |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income by Component | The following table shows the components of AOCI for the three months ended September 30, 2015 : Foreign Currency Translation Adjustment Income (Loss), Net Pension and Post-Retirement Benefit Plans Income (Loss), Net Unrealized Gain (Loss) on Cash Flow Hedges, Net Total Beginning balance: June 30, 2015 $ (8 ) $ (62 ) $ 15 $ (55 ) Other comprehensive income (loss) before reclassification (47 ) — — (47 ) Less: Amounts reclassified from accumulated other comprehensive income to net income — — 6 6 Net current-period other comprehensive income (loss) (47 ) — (6 ) (53 ) Ending balance: September 30, 2015 $ (55 ) $ (62 ) $ 9 $ (108 ) The following table shows the components of AOCI for the nine months ended September 30, 2015: Foreign Currency Translation Adjustment Income (Loss), Net Pension and Post-Retirement Benefit Plans Income (Loss), Net Unrealized Gain (Loss) on Cash Flow Hedges, Net Total Beginning balance: December 31, 2014 $ 21 $ (63 ) $ 24 $ (18 ) Other comprehensive income (loss) before reclassification (76 ) — 10 (66 ) Less: Amounts reclassified from accumulated other comprehensive income to net income — (1 ) 25 24 Net current-period other comprehensive income (loss) (76 ) 1 (15 ) (90 ) Ending balance: September 30, 2015 $ (55 ) $ (62 ) $ 9 $ (108 ) The following table shows the components of AOCI for the three months ended September 30, 2014 : Foreign Currency Translation Adjustment Income (Loss), Net Pension and Post-Retirement Benefit Plans Income (Loss), Net Unrealized Gain (Loss) on Cash Flow Hedges, Net Total Beginning balance: June 30, 2014 $ 171 $ (7 ) $ (1 ) $ 163 Other comprehensive income (loss) before reclassification (87 ) (7 ) 20 (74 ) Less: Amounts reclassified from accumulated other comprehensive income to net income — — — — Net current-period other comprehensive income (loss) (87 ) (7 ) 20 (74 ) Ending balance: September 30, 2014 $ 84 $ (14 ) $ 19 $ 89 The following table shows the components of AOCI for the nine months ended September 30, 2014 : Foreign Currency Translation Adjustment Income (Loss), Net Pension and Post-Retirement Benefit Plans Income (Loss), Net Unrealized Gain (Loss) on Cash Flow Hedges, Net Total Beginning balance: December 31, 2013 $ 141 $ (23 ) $ 2 $ 120 Other comprehensive income (loss) before reclassification (57 ) 10 17 (30 ) Less: Amounts reclassified from accumulated other comprehensive income to net income — 1 — 1 Net current-period other comprehensive income (loss) (57 ) 9 17 (31 ) Ending balance: September 30, 2014 $ 84 $ (14 ) $ 19 $ 89 |
Proposed Merger with Merck KG32
Proposed Merger with Merck KGaA (Details) | Sep. 22, 2014$ / shares |
Merck KGaA [Member] | Sigma-Aldrich Corporation [Member] | |
Business Acquisition [Line Items] | |
Price per share offered (in dollars per share) | $ 140 |
Inventories (Principal Categori
Inventories (Principal Categories Of Inventories) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 626 | $ 568 |
Work in process | 35 | 28 |
Raw materials | 110 | 103 |
Total | $ 771 | $ 699 |
Intangible Assets (Amortizable
Intangible Assets (Amortizable And Unamortizable Intangible Assets) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Amortizable intangible assets: | ||
Total amortizable intangible assets, Cost | $ 461 | $ 449 |
Total amortizable intangible assets, Accumulated Amortization | 188 | 169 |
Indefinite-Lived Intangible Assets (Including Goodwill) [Abstract] | ||
Goodwill, Gross | 766 | 781 |
Goodwill, Accumulated Amortization | 25 | 25 |
Total unamortizable intangible assets, Cost | 788 | 803 |
Total unamortizable intangible assets, Accumulated Amortization | 35 | 35 |
Trademarks and trade names | ||
Indefinite-Lived Intangible Assets (Including Goodwill) [Abstract] | ||
Trademarks and trade names, Cost | 22 | 22 |
Trademarks and trade names, Accumulated Amortization | 10 | 10 |
Patents | ||
Amortizable intangible assets: | ||
Total amortizable intangible assets, Cost | 21 | 15 |
Total amortizable intangible assets, Accumulated Amortization | 10 | 10 |
Licenses | ||
Amortizable intangible assets: | ||
Total amortizable intangible assets, Cost | 54 | 49 |
Total amortizable intangible assets, Accumulated Amortization | 26 | 23 |
Customer relationships | ||
Amortizable intangible assets: | ||
Total amortizable intangible assets, Cost | 294 | 299 |
Total amortizable intangible assets, Accumulated Amortization | 102 | 91 |
Technical knowledge | ||
Amortizable intangible assets: | ||
Total amortizable intangible assets, Cost | 62 | 57 |
Total amortizable intangible assets, Accumulated Amortization | 24 | 22 |
Other | ||
Amortizable intangible assets: | ||
Total amortizable intangible assets, Cost | 30 | 29 |
Total amortizable intangible assets, Accumulated Amortization | $ 26 | $ 23 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 7 | $ 6 | $ 21 | $ 19 | |
Finite-lived intangible assets, future amortization expense, four year estimate, minimum | 26 | ||||
Finite-lived intangible assets, future amortization expense, four year estimate, maximum | $ 28 | ||||
Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 1 year | ||||
Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 20 years | ||||
Cell Marque [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Cash consideration | $ 170 |
Intangible Assets (Change In Ne
Intangible Assets (Change In Net Goodwill) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2014 | $ 756 |
Impact of foreign currency exchange rates | (15) |
Balance at September 30, 2015 | $ 741 |
Debt (Schedule Of Notes Payable
Debt (Schedule Of Notes Payable And Long-Term Debt) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Notes payable | ||
Outstanding | $ 0 | $ 145 |
Weighted Average Rate | 0.00% | 0.30% |
Long-term debt | ||
Outstanding | $ 300 | $ 300 |
Weighted Average Rate | 3.40% | 3.40% |
Commercial Paper [Member] | ||
Notes payable | ||
Outstanding | $ 0 | $ 145 |
Weighted Average Rate | 0.00% | 0.30% |
Sigma-Aldrich Japan Credit Facility [Member] | ||
Notes payable | ||
Outstanding | $ 0 | $ 0 |
Weighted Average Rate | 0.00% | 0.00% |
Other Short-Term Credit Facilities [Member] | ||
Notes payable | ||
Outstanding | $ 0 | $ 0 |
Weighted Average Rate | 0.00% | 0.00% |
Senior Notes, Due November 1, 2020 [Member] | ||
Long-term debt | ||
Outstanding | $ 300 | $ 300 |
Weighted Average Rate | 3.40% | 3.40% |
Debt (Notes Payable And Long-Te
Debt (Notes Payable And Long-Term Debt - Additional Information) (Details) | 9 Months Ended | |
Sep. 30, 2015USD ($) | Sep. 30, 2015JPY (Â¥) | |
Five-Year Revolving Credit Facility Maturing May 10, 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, maximum borrowing capacity | $ 600,000,000 | |
Line of credit facility, term | 5 years | |
Debt instrument, maturity date | May 10, 2018 | |
Debt instrument covenant ratio of consolidated debt to total capitalization, maximum | 65.00% | |
Debt Instrument covenant ratio of consolidated debt to total net worth, maximum | 25.00% | |
Consolidated debt as percentage of total capitalization | 8.10% | |
Consolidated debt plus subsidiary debt as a percentage of total net worth | 0.00% | |
Sigma-Aldrich Japan Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, maximum borrowing capacity | $ 9,000,000 | ¥ 1,000,000,000 |
Debt instrument, maturity date | Apr. 30, 2016 | |
Senior Notes, Due November 1, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, maximum borrowing capacity | $ 300,000,000 | |
Debt instrument, maturity date | Nov. 1, 2020 | |
Stated interest rate | 3.375% | 3.375% |
Duration debt can be redeemed at 100 percent plus accrued interest | 3 months | |
Debt redemption price, percentage | 100.00% |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |||||
Interest expense, debt | $ 2 | $ 2 | $ 5 | $ 6 | |
Long-term debt, fair value | $ 303 | $ 303 | $ 312 |
Financial Derivatives and Ris40
Financial Derivatives and Risk Management (Fair Value of Derivatives) - Balance Sheet (Details) - Cash Flow Hedging [Member] - Foreign Exchange Forward [Member] - Designated as Hedging Instrument [Member] - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Other Comprehensive Income (Loss) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Gain (loss) recognized in AOCI, net | $ 9 | $ 24 |
Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Forward exchange contracts asset derivative | 8 | 23 |
Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Forward exchange contracts liability derivative | $ 0 | $ 0 |
Financial Derivatives and Ris41
Financial Derivatives and Risk Management (Schedule Of Gain Loss) - Income Statement (Details) - Cash Flow Hedging [Member] - Foreign Exchange Forward [Member] - Designated as Hedging Instrument [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Cost of Sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain reclassified from AOCI into net income | $ 6 | $ 0 | $ 25 | $ 0 |
Other Comprehensive Income (Loss) [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain recognized in OCI, net | $ 0 | $ 20 | $ 10 | $ 17 |
Financial Derivatives and Ris42
Financial Derivatives and Risk Management (General Cash Flow Hedge Information) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | ||
Cash flow hedge gain (loss) to be reclassified within twelve months | $ 9 | |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Maximum length of time hedged in cash flow hedge | 24 months | |
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 47 | $ 187 |
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 240 | $ 195 |
Maximum length of time hedged in foreign currency cash flow hedge | 6 months | |
Minimum [Member] | ||
Derivative [Line Items] | ||
Percent of net revenue denominated in Non-US currencies (over) | 60.00% |
Company Operations By Busines43
Company Operations By Business Unit (Net Sales For The Company's Business Units) (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)segment | Sep. 30, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||||
Net sales to unaffiliated customers | $ 703 | $ 690 | $ 2,076 | $ 2,080 |
Number of operating segments | segment | 1 | |||
Research Business Unit [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales to unaffiliated customers | 346 | 347 | $ 1,021 | 1,063 |
Applied Business Unit [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales to unaffiliated customers | 177 | 170 | 530 | 513 |
SAFC Commercial Business Unit [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales to unaffiliated customers | $ 180 | $ 173 | $ 525 | $ 504 |
Company Operations By Busines44
Company Operations By Business Unit (Geographic Financial Information - Net Sales To Unaffiliated Customers) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net sales to unaffiliated customers | $ 703 | $ 690 | $ 2,076 | $ 2,080 |
United States [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales to unaffiliated customers | 307 | 269 | 878 | 788 |
International [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales to unaffiliated customers | $ 396 | $ 421 | $ 1,198 | $ 1,292 |
Company Operations By Busines45
Company Operations By Business Unit (Geographic Financial Information - Long-Lived Assets) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 872 | $ 876 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 567 | 556 |
International [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 305 | $ 320 |
Pension And Post-Retirement B46
Pension And Post-Retirement Benefits (Components Of The Net Periodic Benefit Costs) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
United States [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 1 | 2 | 5 | 6 |
Expected return on plan assets | 0 | (3) | (2) | (10) |
Amortization | 0 | 0 | 0 | 0 |
Settlement Loss Recognized | 0 | 0 | 0 | 1 |
Net periodic benefit cost | 1 | (1) | 3 | (3) |
International [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 3 | 1 | 7 | 5 |
Interest cost | 2 | 3 | 5 | 7 |
Expected return on plan assets | (4) | (3) | (10) | (9) |
Amortization | 2 | 0 | 4 | 0 |
Settlement Loss Recognized | 0 | 0 | 0 | 0 |
Net periodic benefit cost | 3 | 1 | 6 | 3 |
Post-Retirement Medical Benefit Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 1 | 0 | 1 | 0 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization | (2) | (1) | (4) | (3) |
Settlement Loss Recognized | 0 | 0 | 0 | 0 |
Net periodic benefit cost | $ (1) | $ (1) | $ (3) | $ (3) |
Pension And Post-Retirement B47
Pension And Post-Retirement Benefits (Pension And Post-Retirement Benefits And Liabilities) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Compensation and Retirement Disclosure [Abstract] | ||
Retiree medical liability | $ 21 | $ 22 |
Pension liability | 84 | 83 |
Subtotal | 105 | 105 |
Less: current portion (included in other current liabilities) | (2) | (2) |
Pension and post-retirement benefits liabilities | $ 103 | $ 103 |
Pension And Post-Retirement B48
Pension And Post-Retirement Benefits (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | |
Forecast [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employer contributions to pension plans | $ 5 | ||||
United States Postretirement Benefit Plan of US Entity [Member] | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Cost of 401(k) retirement savings plan | $ 6 | $ 5 | $ 19 | $ 17 | |
International [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employer contributions to pension plans | $ 4 |
Other Assets And Liabilities (O
Other Assets And Liabilities (Other Current Assets) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Other Assets And Liabilities [Abstract] | ||
Other receivables | $ 58 | $ 69 |
Prepaid expenses | 18 | 20 |
Short-term investment securities | 14 | 56 |
Other current assets | 2 | 2 |
Total other current assets | $ 92 | $ 147 |
Other Assets And Liabilities 50
Other Assets And Liabilities (Other Assets) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Other Assets And Liabilities [Abstract] | ||
Other investments | $ 18 | $ 14 |
Cash value of life insurance policies | 44 | 40 |
Deferred taxes | 15 | 13 |
Pension and post-retirement asset | 11 | 11 |
Other non-current assets | 23 | 36 |
Total other assets | $ 111 | $ 114 |
Other Assets And Liabilities 51
Other Assets And Liabilities (Other Current Liabilities) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Other Assets And Liabilities [Abstract] | ||
Legal and professional | $ 5 | $ 7 |
Pension and post-retirement liability | 2 | 2 |
Freight | 10 | 7 |
Other accrued expenses | 83 | 65 |
Total other current liabilities | $ 100 | $ 81 |
Other Assets And Liabilities 52
Other Assets And Liabilities (Other Liabilities) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Other Assets And Liabilities [Abstract] | ||
Deferred compensation | $ 42 | $ 36 |
Non-current income taxes | 53 | 52 |
Other non-current liabilities | 13 | 15 |
Total other non-current liabilities | $ 108 | $ 103 |
Other Charges (Details)
Other Charges (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($)employee | Sep. 30, 2013USD ($)employee | Jun. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | $ 1 | $ 14 | $ 1 | $ 16 | ||
Costs related to mergers and acquisitions | 8 | 11 | 15 | 11 | ||
Total other charges | 9 | 25 | 16 | 27 | ||
Merck KGaA [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Costs related to mergers and acquisitions | 8 | 11 | 15 | 11 | ||
Facility Consolidation Plan in Europe [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | $ 1 | $ 14 | $ 1 | 14 | ||
Number of employees impacted by the restructuring | employee | 80 | |||||
Expected restructuring costs | $ 16 | 16 | ||||
Facility Consolidation Plan in Europe [Member] | Reduction of Value of Assets Impacted by Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring costs | 12 | 12 | ||||
Facility Consolidation Plan in Europe [Member] | Employee Severance [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring costs | $ 4 | $ 4 | ||||
Exit Manufacturing Site in Europe [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | $ 2 | |||||
Number of employees impacted by the restructuring | employee | 90 | |||||
Expected restructuring costs | $ 12 | |||||
Exit Manufacturing Site in Europe [Member] | Reduction of Value of Assets Impacted by Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring costs | 9 | |||||
Exit Manufacturing Site in Europe [Member] | Employee Severance [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring costs | $ 3 |
Earnings Per Share (Shares Used
Earnings Per Share (Shares Used In Calculation Of Earnings Per Share) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Weighted average shares | ||||
Basic shares | 120,000,000 | 119,000,000 | 120,000,000 | 119,000,000 |
Effect of dilutive securities (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Diluted shares | 121,000,000 | 120,000,000 | 121,000,000 | 120,000,000 |
Number of potential common shares from the calculation of weighted average shares considered to be antidilutive | 0 | 0 | 0 | 0 |
Share Repurchases (Details)
Share Repurchases (Details) - shares | Sep. 30, 2015 | Dec. 31, 2014 |
Disclosure of Repurchase Agreements [Abstract] | ||
Cumulative shares repurchased (in shares) | 102,000,000 | 102,000,000 |
Authorized shares repurchase (in shares) | 110,000,000 | 110,000,000 |
Accumulated Other Comprehensi56
Accumulated Other Comprehensive Income (Changes in Accumulated Other Comprehensive Income by Component) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | $ (55) | $ 163 | $ (18) | $ 120 |
Other comprehensive income (loss) before reclassification | (47) | (74) | (66) | (30) |
Less: Amounts reclassified from accumulated other comprehensive income to net income | 6 | 0 | 24 | 1 |
Net current-period other comprehensive income (loss) | (53) | (74) | (90) | (31) |
Ending Balance | (108) | 89 | (108) | 89 |
Foreign Currency Translation Adjustment Income (Loss), Net [Member] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (8) | 171 | 21 | 141 |
Other comprehensive income (loss) before reclassification | (47) | (87) | (76) | (57) |
Less: Amounts reclassified from accumulated other comprehensive income to net income | 0 | 0 | 0 | 0 |
Net current-period other comprehensive income (loss) | (47) | (87) | (76) | (57) |
Ending Balance | (55) | 84 | (55) | 84 |
Pension and Post-Retirement Benefit Plans Income (Loss), Net [Member] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (62) | (7) | (63) | (23) |
Other comprehensive income (loss) before reclassification | 0 | (7) | 0 | 10 |
Less: Amounts reclassified from accumulated other comprehensive income to net income | 0 | 0 | (1) | 1 |
Net current-period other comprehensive income (loss) | 0 | (7) | 1 | 9 |
Ending Balance | (62) | (14) | (62) | (14) |
Unrealized Gain (Loss) on Cash Flow Hedges, Net [Member] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | 15 | (1) | 24 | 2 |
Other comprehensive income (loss) before reclassification | 0 | 20 | 10 | 17 |
Less: Amounts reclassified from accumulated other comprehensive income to net income | 6 | 0 | 25 | 0 |
Net current-period other comprehensive income (loss) | (6) | 20 | (15) | 17 |
Ending Balance | $ 9 | $ 19 | $ 9 | $ 19 |
Accumulated Other Comprehensi57
Accumulated Other Comprehensive Income (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Amounts reclassified from accumulated other comprehensive income to net income | $ 6 | $ 0 | $ 24 | $ 1 |
Cost of Sales [Member] | ||||
Amounts reclassified from accumulated other comprehensive income to net income | $ 6 | 25 | ||
Selling, General and Administrative Expenses [Member] | ||||
Amounts reclassified from accumulated other comprehensive income to net income | $ (1) | $ 1 |
Contingent Liabilities And Co58
Contingent Liabilities And Commitments (Details) - Inventories [Member] - USD ($) $ in Millions | Apr. 01, 2015 | Sep. 30, 2015 |
Long-term Purchase Commitment [Line Items] | ||
Purchase commitment | $ 390 | |
Purchase commitment, term | 5 years | |
Purchase commitment, purchases | $ 34 |