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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
x | Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year end: December 31, 2007
¨ | Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number: 333-30528
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
Sigma-Aldrich 401(k) Retirement Savings Plan
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Sigma-Aldrich Corporation
3050 Spruce Street
St. Louis, MO 63103
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SIGMA-ALDRICH CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedule
December 31, 2007 and 2006
(With Report of Independent Registered Public Accounting Firm Thereon)
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401(k) RETIREMENT SAVINGS PLAN
Table of Contents and Definitions
Page | ||
Table of Contents: | ||
1 | ||
Statements of Net Assets Available for Benefits, December 31, 2007 and 2006 | 2 | |
3 | ||
4 | ||
Schedule: | ||
1 Schedule H, Line 4i-Schedule of Assets (Held at End of Year), December 31, 2007 | 8 |
Definitions:
Plan | – | Sigma-Aldrich Corporation 401(k) Retirement Savings Plan | ||
Trustee | – | Fidelity Management Trust Company | ||
ERISA | – | Employee Retirement Income Security Act of 1974 | ||
Company | – | Sigma-Aldrich Corporation | ||
Plan Administrator | – | Sigma-Aldrich Corporation | ||
IRC | – | Internal Revenue Code |
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401(k) RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
2007 | 2006 | |||||||
Assets: | ||||||||
Investments | $ | 287,303,993 | $ | 247,873,570 | ||||
Loans to participants | 5,610,415 | 5,384,231 | ||||||
Total assets | 292,914,408 | 253,257,801 | ||||||
Liabilities: | ||||||||
Other liabilities | (289,812 | ) | ||||||
Excess contributions payable to participants | (78,163 | ) | (94,563 | ) | ||||
Total liabilities | (367,975 | ) | (94,563 | ) | ||||
Net assets available for benefits | $ | 292,546,433 | $ | 253,163,238 | ||||
See accompanying notes to financial statements.
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401(k) RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2007 and 2006
2007 | 2006 | |||||||
Additions: | ||||||||
Additions to net assets attributed to: | ||||||||
Contributions: | ||||||||
Employee contributions | $ | 17,014,164 | $ | 15,063,705 | ||||
Employer contributions | 8,326,792 | 7,651,139 | ||||||
Rollovers | 3,679,323 | 1,991,787 | ||||||
Total contributions | 29,020,279 | 24,706,631 | ||||||
Dividends | 18,815,967 | 17,040,932 | ||||||
Interest | 1,476,088 | 1,232,930 | ||||||
Net appreciation in fair value of investments | 6,549,469 | 6,130,064 | ||||||
Total gain from investments | 26,841,524 | 24,403,926 | ||||||
Total additions | 55,861,803 | 49,110,557 | ||||||
Deductions: | ||||||||
Deductions from net assets attributed to: | ||||||||
Benefit payments to participants | (16,447,978 | ) | (14,907,564 | ) | ||||
Administrative expenses | (30,630 | ) | (31,057 | ) | ||||
Total deductions | (16,478,608 | ) | (14,938,621 | ) | ||||
Increase in net assets available for benefits | 39,383,195 | 34,171,936 | ||||||
Net assets available for benefits, beginning of year | 253,163,238 | 218,991,302 | ||||||
Net assets available for benefits, end of year | $ | 292,546,433 | $ | 253,163,238 | ||||
See accompanying notes to financial statements.
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401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
(1) | Description of Plan |
The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
(a) | General |
The Plan is a defined contribution retirement plan covering eligible employees of the Company and its domestic subsidiaries. The Plan includes the required provisions relating to eligibility, fiduciary standards, and other technical provisions under ERISA.
(b) | Vesting |
Participants are always fully vested in participant contributions. The Company’s matching contribution for participants becomes vested as follows:
Completed years of service | Vested percentage | ||
Less than 3 | 0 | % | |
3 or more | 100 | % |
(c) | Contributions |
Employees not considered highly compensated may contribute 1% – 75% of eligible earnings, not to exceed the IRS dollar limitation. Employees that are highly compensated (defined as employees receiving compensation greater than $100,000) may contribute 1% – 15% of their eligible earnings, not to exceed the IRS dollar limitation. The Company contributes a match that equals 60% of the first 6% of the deferral percentage times the participant’s compensation. Catch-up contributions are not eligible for matching. The Company also makes a fixed contribution of $150 per full-time participant and $75 per part-time participant each quarter.
Employees hired after August 1, 2004 shall be deemed to have elected to make a salary deferral of 6% of compensation effective on the date which the employee is first eligible to participate in the Plan, unless the employee files a written election before this date.
(d) | Loans to Participants |
Participants may borrow from their fund accounts a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. The loans are secured by the balance in the participant’s account and bear interest at rates that are commensurate with local prevailing rates as determined periodically by the retirement savings committee. Principal and interest payments are made by participants through payroll deductions.
(Continued)
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SIGMA-ALDRICH CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
(e) | Payment of Benefits |
Participants are entitled to receive the vested balance of their accounts upon retirement or termination of employment. A hardship withdrawal, if approved, cannot exceed the amount required to meet the immediate need created by the hardship and must not be reasonably available from other means.
(2) | Summary of Significant Accounting Policies |
(a) | Basis of Accounting |
The accompanying financial statements have been prepared on the accrual basis of accounting except for benefit payments, which are recorded when paid.
(b) | Use of Estimates |
The preparation of the accompanying financial statements, in conformity with accounting principles generally accepted in the United States of America, requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(c) | Valuation of Investments |
Purchases and sales are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Investments are recorded at fair market values, as determined by the Trustee, using available current market information.
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 the level of uncertainty related to changes in the value of investment securities, changes in risks in the near term could materially affect the amounts reported in the accompanying financial statements.
The mutual funds are managed by the Trustee in accordance with the various fund objectives. The Plan documents or fund prospectus describe the risk/return relationships of each specific investment option.
(d) | Administrative Expenses |
Costs of administering the Plan are paid by the Company and are not reimbursed by the Plan.
(e) | Forfeitures |
Forfeitures of $504,296 and $321,886 in 2007 and 2006, respectively, were used to reduce Company contributions.
(Continued)
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SIGMA-ALDRICH CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
(3) | Trust Fund Managed by the Trustee |
The Plan assets are maintained in a trust fund. The investments, and changes therein, of this trust fund have been reported to the Plan by the Trustee. Therefore, these transactions qualify as party-in-interest transactions. Fees paid by the plan for the investment management services amounted to $30,630 and $31,057 for the years ended December 31, 2007 and 2006 respectively.
(4) | Tax Status |
The Internal Revenue Service issued a favorable determination letter dated July 30, 2004 stating that the Plan is tax exempt under Section 401 of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan’s administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
(5) | Plan Termination |
The Company intends to continue the Plan; however, the Company reserves the right to terminate the Plan. In the event the Plan terminates, participants will generally become fully vested in the employer match portion of their account balances.
(6) | Investments |
The following table presents the fair value of investments which represent greater than 5% of the Plan’s net assets:
December 31 | |||||
2007 | 2006 | ||||
Fidelity Growth and Income Fund | $ | 38,654,671 | 45,844,132 | ||
Fidelity Blue Chip Growth Fund | < 5% | 31,156,623 | |||
Fidelity Retirement Money Market Fund | 20,797,790 | 19,214,917 | |||
Fidelity Balanced Fund | 31,121,370 | 27,339,064 | |||
Fidelity Intermediate Bond Fund | < 5% | 11,930,703 | |||
Fidelity Diversified International Fund | 29,219,228 | 22,525,203 | |||
Sigma-Aldrich Company Stock Fund | 23,143,286 | 13,432,947 | |||
Fidelity Contrafund | 47,599,408 | < 5% |
During 2007 and 2006, the Plan’s investments (including realized and unrealized gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $6,549,469 and $6,130,064, respectively, as follows:
2007 | 2006 | ||||
Mutual funds | $ | 402,818 | 3,906,114 | ||
Sigma-Aldrich Company Stock Fund | 6,146,651 | 2,223,950 | |||
$ | 6,549,469 | 6,130,064 | |||
(Continued)
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SIGMA-ALDRICH CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
As of December 31, 2007 and 2006, investments include 400,782 shares and 163,357 shares of Sigma-Aldrich Corporation common stock, respectively, having an aggregate fair value of $21,882,697 and $12,696,106 respectively.
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SIGMA-ALDRICH CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Schedule H, Line 4i—Schedule of Assets (Held at End of Year)
December 31, 2007
Market value | |||
Mutual funds: | |||
*Fidelity Retirement Money Market Fund | $ | 20,797,790 | |
*Fidelity Intermediate Bond Fund | 13,332,481 | ||
*Fidelity Balanced Fund | 31,121,370 | ||
*Fidelity Growth and Income Fund | 38,654,671 | ||
*Fidelity Low Price Stock Fund | 6,459,937 | ||
*Fidelity Diversified International Fund | 29,219,228 | ||
*Fidelity Freedom Income Fund | 989,780 | ||
*Fidelity Freedom 2000 Fund | 685,479 | ||
*Fidelity Freedom 2005 Fund | 302,397 | ||
*Fidelity Freedom 2010 Fund | 3,570,149 | ||
*Fidelity Freedom 2015 Fund | 4,338,225 | ||
*Fidelity Freedom 2020 Fund | 7,858,696 | ||
*Fidelity Freedom 2025 Fund | 3,394,745 | ||
*Fidelity Freedom 2030 Fund | 10,874,406 | ||
*Fidelity Freedom 2035 Fund | 4,231,114 | ||
*Fidelity Freedom 2040 Fund | 4,636,076 | ||
Spartan U.S. Equity Index Fund | 5,906,567 | ||
*Fidelity Sm-Cap Stock Fund | 6,128,357 | ||
*Fidelity Mid-Cap Stock Fund | 14,337,564 | ||
*Fidelity Contrafund | 47,599,408 | ||
*Fidelity Large-Cap Value | 2,377,074 | ||
*Fidelity Freedom 2045 Fund | 622,091 | ||
*Fidelity Freedom 2050 Fund | 570,668 | ||
American Fund Fundamental Investors R5 | 1,228,425 | ||
American Beacon Fund Large-Cap Value | 2,452,565 | ||
Goldman Sachs Mid-Cap Value | 2,181,632 | ||
*Sigma-Aldrich Company Stock Fund | 23,143,286 | ||
*Participant Loans (range of interest rates 4.5% – 10.0%) | 5,610,415 | ||
$ | 292,624,596 | ||
* | Represents a party-in-interest. |
See accompanying independent auditors’ report.
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Pursuant to the requirements of the Securities Exchange Act of 1934, Sigma-Aldrich Corporation, as Plan Administrator of the 401(k) Retirement Savings Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
SIGMA-ALDRICH CORPORATION | ||
401(k) RETIREMENT SAVINGS PLAN | ||
By: | /s/ Mike Hollenkamp | |
Mike Hollenkamp, Director of Global Treasury | ||
June 27, 2008 |
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EXHIBIT INDEX
Exhibit | ||
23 | Consent of Independent Registered Public Accounting Firm – Brown Smith Wallace LLC |
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