Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
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Notes to Financial Statements [Abstract] | |
(1) Basis of Presentation |
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (GAAP) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and, accordingly, do not include all information and footnotes required by GAAP for complete financial statements. For further information, refer to the notes to consolidated financial statements included in the Annual Report of Sigma-Aldrich Corporation (the Company) on Form 10-K for the year ended December31, 2008. 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 six months ended June30, 2009 are not necessarily indicative of the results that may be expected for the year ending December31, 2009. |
(2) Reclassifications |
(2) Reclassifications
Certain reclassifications of prior year amounts have been made to conform to the current year presentation. |
(3) New Accounting Pronouncements |
(3) New Accounting Pronouncements
The Financial Accounting Standards Board (FASB) issued Statement No.168, The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No.162, in June 2009. The Codification will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This Statement is effective for financial statements issued for interim and annual periods ending after September15, 2009. This statement is not intended to change existing GAAP and as such will not have an impact on the consolidated financial statements of the Company.
The FASB issued Staff Position (FSP) No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, in April 2009. This FSP amends the other-than-temporary impairment guidance in GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The FSP is effective for interim and annual reporting periods ending after June15, 2009. The issuance of this FSP did not have a significant impact on the consolidated financial statements of the Company.
The FASB issued Statement of Financial Accounting Standards No.161 Disclosures about Derivative Instruments and Hedging Activities An Amendment of FASB Statement No.133 (SFAS 161), in March 2008. SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities and expands the disclosure requirements of FASB Statement No.133. SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, and disclosures about credit-risk-related contingent features in derivative agreements. Tabular format disclosure by accounting designation of each type of derivative and its impact on an entitys financial statements is expected to provide a more complete picture of the impacts of the Companys use of derivatives. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November15, 2008. The adoption of SFAS 161 did not have a significant impact on the consolidated financial statements of the Company or the notes thereto, as the impact of derivatives on the Companys financial position, results of operations and cash flows is not significant.
The FASB issued Staff Position No. FAS 132(R)-1, Employers Disclosures about Postretirement Benefit Plan Assets, in December 2008, to provide guidance on an employers disclosures about plan assets of a defined benefit pension or other postretirement plan. This FSP requires enhanced disclosures about fair value of plan assets including major categories of plan assets, inputs an |
(4) Uncertainty in Income Taxes |
(4) Uncertainty in Income Taxes
There were no material changes in the unrecognized tax benefits of the Company during the three or six months ended June30, 2009.
The Company believes it is reasonably possible that the liability for unrecognized tax benefits at June30, 2009 may decrease by approximately $5.0 due to the completion of examinations and the expiration of statutes in several jurisdictions within twelve months of June30, 2009. |
(5) Inventories |
(5) Inventories
The principal categories of inventories are:
June30, 2009 December31, 2008
Finished goods $ 564.8 $ 566.9
Work in process 29.1 27.2
Raw materials 69.1 67.7
Total $ 663.0 $ 661.8
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(6) Intangible Assets |
(6) Intangible Assets
The Companys amortizable and unamortizable intangible assets at June30, 2009 and December31, 2008 are as follows:
Cost AccumulatedAmortization
June30, 2009 December31, 2008 June30, 2009 December31, 2008
Amortizable intangible assets:
Patents $ 16.7 $ 16.7 $ 7.2 $ 6.6
Licenses 21.1 20.1 6.5 5.8
Customer relationships 97.1 95.1 26.7 23.1
Technical knowledge 21.6 21.1 6.6 5.6
Other 12.9 12.5 11.7 11.4
Total amortizable intangible assets $ 169.4 $ 165.5 $ 58.7 $ 52.5
Unamortizable intangible assets:
Goodwill $ 426.0 $ 414.2 $ 26.0 $ 25.9
Trademarks and trade names 15.6 15.4 7.8 7.8
Total unamortizable intangible assets $ 441.6 $ 429.6 $ 33.8 $ 33.7
For the three months ended June30, 2009 and 2008, the Company recorded amortization expense of $2.7 and $2.8, respectively, related to amortizable intangible assets. For the six months ended June30, 2009 and 2008, the Company recorded amortization expense of $5.4 and $5.8, respectively, related to amortizable intangible assets. The Company expects to record annual amortization expense for intangible assets of approximately $11.0 in 2009 and in each of the following four years.
The change in the net goodwill for the six months ended June30, 2009 is as follows:
Balance at December31, 2008 $ 388.3
Acquisitions 0.3
Impact of foreign currency exchange rates 11.4
Balance at June30, 2009 $ 400.0
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(7) Debt |
(7) Debt
Notes payable and long-term debt consist of the following:
June30, 2009 December31, 2008
Outstanding Weighted Average Rate Outstanding Weighted Average Rate
Notes payable
Commercial paper $ 378.5 0.3 % $ 378.7 0.5 %
$200.0 European revolving credit facility, due March13, 2014 (1) 32.9 0.8 % 135.9 0.6 %
Sigma-Aldrich Korea limited credit facility, due June11, 2009 5.1 6.2 %
Other short-term credit facilities 2.2 1.5 %
Total notes payable 411.4 0.3 % 521.9 0.6 %
Plus current maturities of long-term debt 6.9 5.3 %
Total notes payable and current maturities of long-term debt $ 411.4 0.3 % $ 528.8 0.6 %
Long-term debt
Senior notes, due September12, 2010 (2) $ 100.0 7.7 % $ 100.0 7.7 %
Senior notes, due December5, 2011 (3) 100.0 5.1 % 100.0 5.1 %
Other 7.0 5.3 %
Total 200.0 6.4 % 207.0 6.4 %
Less current maturities (6.9 ) 5.3 %
Total long-term debt $ 200.0 6.4 % $ 200.1 6.4 %
(1) Facility contains financial covenants that require the maintenance of consolidated net worth of at least $750.0 and a ratio of consolidated debt to total capitalization of no more than 55.0%. The Companys consolidated net worth and consolidated debt as a percentage of total capitalization, as defined in the respective agreement, were $1,409.1 and 30.3%, respectively, at June30, 2009.
(2) Note agreement contains financial covenants that require the maintenance of consolidated net worth of at least $750.0, a ratio of consolidated debt to total capitalization of no more than 55.0% and an aggregate amount of all consolidated priority debt of no more than 30.0% of consolidated net worth. Consolidated priority debt includes all unsecured debt of any subsidiary in which the Company owns a majority of the voting shares. The Companys consolidated net worth, consolidated debt as a percentage of total capitalization and consolidated priority debt as a percentage of total consolidated net worth, as defined in the respective agreement, were $1,409.1, 30.3% and 2.3%, respectively, at June30, 2009.
(3) Note agreement contains financial covenants that require a ratio of consolidated debt to total capitalization of no more than 60.0% and an aggregate amount of all consolidated priority debt of no more than 30.0% of consolidated net worth. The Companys consolidated debt as a percentage of total capitalization and consolidated priority debt as a percentage of total consolidated net worth, as defined in the respective agreement, were 28.6% and 2.1%, respectively, at June30, 2009.
The Company has provided guarantees to financial institutions of certain subsidiaries for any outstanding borrowings from the European revolving credit facility and the sho |
(8) Earnings per Share |
(8) Earnings per Share
Earnings per share has been calculated using the following share information:
ThreeMonthsEnded June30, SixMonthsEnded June30,
2009 2008 2009 2008
Weighted average shares
Basic shares 121.9 127.5 122.0 128.3
Effect of dilutive securities 1.8 2.7 1.5 2.7
Diluted shares 123.7 130.2 123.5 131.0
Potential common shares totaling 0.7 and 0.4 were excluded from the calculation of weighted average shares for the three months ended June30, 2009 and 2008, respectively, because their effect was considered to be antidilutive. Potential common shares totaling 1.6 and 0.2 were excluded from the calculation of weighted average shares for the six months ended June30, 2009 and 2008, respectively, because their effect was considered to be antidilutive. |
(9) Comprehensive Income |
(9) Comprehensive Income
Comprehensive income refers to net income adjusted by gains and losses that in conformity with GAAP are excluded from net income. Other comprehensive items are amounts that are included in stockholders equity in the consolidated balance sheets, including cumulative translation adjustments net of tax, unrealized gains and losses on securities and pension and post-retirement benefit liability adjustments. For the Company, the difference between net income and comprehensive income is primarily cumulative translation adjustments arising from the translation of assets and liabilities of foreign operating units from their local currency to the reporting currency.
For the three months ended June30, 2009 and 2008, comprehensive income was $165.6 and $84.3, respectively. For the six months ended June30, 2009 and 2008, comprehensive income was $198.0 and $234.2, respectively. |
(10) Company Operations by Business Unit |
(10) Company Operations by Business Unit
The Company consists of four business units, which define the Companys approach to serving customers and reporting sales rather than any internal division used to allocate resources or assess performance. The Companys Chief Operating Decision Maker and Board of Directors review profit and loss information on a consolidated basis to assess performance, make overall operating decisions and make resource allocations. The Companys business units are closely interrelated in their activities and share services such as order entry, billing, technical services, internet, purchasing, inventory control as well as production and distribution facilities. Additionally, centralized functional areas such as finance, human resources, quality, safety and compliance and information technology support these units. Further, the Companys Chief Operating Decision Maker, Chief Financial Officer and Business Unit presidents participate in compensation programs which reward performance based upon consolidated Company results for sales growth, operating income and free cash flow. Based on these factors, the Company has concluded that it operates in one segment.
Net sales by business unit are as follows:
ThreeMonthsEnded June30, Six Months Ended June30,
2009 2008 2009 2008
Research Essentials $ 104.2 $ 109.4 $ 209.9 $ 219.5
Research Specialties 192.8 214.5 388.4 427.8
Research Biotech 79.2 86.4 161.6 175.1
Research Chemicals 376.2 410.3 759.9 822.4
SAFC 145.8 170.4 281.4 327.9
Total $ 522.0 $ 580.7 $ 1,041.3 $ 1,150.3
Sales are attributed to countries based upon the location of product shipped. Geographic financial information is as follows:
ThreeMonthsEnded June30, Six Months Ended June30,
2009 2008 2009 2008
Net sales to unaffiliated customers:
United States $ 197.5 $ 205.4 $ 389.8 $ 400.2
Germany 50.7 60.0 104.8 119.3
International 273.8 315.3 546.7 630.8
Total $ 522.0 $ 580.7 $ 1,041.3 $ 1,150.3
June30, 2009 December31, 2008
Long-lived assets:
United States $ 454.9 $ 440.2
International 264.3 254.6
Total $ 719.2 $ 694.8
The December31, 2008 long-lived asset balances reflected above have been revised. |
(11) Share Repurchases |
(11) Share Repurchases
At June30, 2009 and December31, 2008, the Company had repurchased a total of 92.9 and 92.3 shares, respectively, of an authorized repurchase of 100.0 shares. The Company has 7.1 remaining shares authorized for purchase, but the timing and number of shares purchased, if any, depends upon market conditions and other factors. There were 121.8 shares outstanding as of June30, 2009. |
(12) Pension and Other Post-Retirement Benefit Plans |
(12) Pension and Other Post-Retirement Benefit Plans
The components of the net periodic benefit costs for the three months ended June30, 2009 and 2008 are as follows:
Pension Plans
United States International Post-Retirement MedicalBenefitPlans
2009 2008 2009 2008 2009 2008
Service cost $ 1.5 $ 1.5 $ 1.7 $ 1.9 $ 0.3 $ 0.2
Interest cost 1.6 1.5 1.8 2.0 0.7 0.6
Expected return on plan assets (1.7 ) (2.0 ) (1.7 ) (2.4 )
Amortization 1.2 0.3 0.8 0.2 (0.3 ) (0.3 )
Net periodic benefit cost $ 2.6 $ 1.3 $ 2.6 $ 1.7 $ 0.7 $ 0.5
The components of the net periodic benefit costs for the six months ended June30, 2009 and 2008 are as follows:
Pension Plans
United States International Post-Retirement MedicalBenefitPlans
2009 2008 2009 2008 2009 2008
Service cost $ 3.1 $ 2.9 $ 3.3 $ 3.9 $ 0.5 $ 0.5
Interest cost 3.2 3.0 3.7 4.0 1.3 1.2
Expected return on plan assets (3.5 ) (4.0 ) (3.4 ) (4.8 )
Amortization 2.4 0.7 1.6 0.3 (0.5 ) (0.6 )
Net periodic benefit cost $ 5.2 $ 2.6 $ 5.2 $ 3.4 $ 1.3 $ 1.1
The Company is not required to make a contribution to its U.S. pension plan in 2009. The Company contributed $2.3 to its international pension plans in the six months ended June30, 2009. In total, the Company expects to contribute approximately $4.6 to its pension plans in 2009.
The Companys 401(k) retirement savings plan provides retirement benefits to eligible U.S. employees in addition to those provided by the pension plan. The plan permits participants to voluntarily defer a portion of their compensation, subject to Internal Revenue Code limitations. The Company also contributes a fixed amount per year to the account of each eligible employee plus a percentage of the employees salary deferral. The cost for this plan was $2.2 and $2.3 for the three months ended June30, 2009 and 2008, respectively, and $4.6 and $4.6 for the six months ended June30, 2009 and 2008, respectively. |
(13) Contingent Liabilities and Commitments |
(13) Contingent Liabilities and Commitments
The Company is involved in legal proceedings generally incidental to its business, as described below:
Insurance and Other Contingent Liabilities and Commitments
The Company is a defendant in several lawsuits and claims related to the normal conduct of its business, including lawsuits and claims related to product liability and personal injury matters. The Company accrues for such liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. The Company has self-insured retention limits and has obtained insurance to provide coverage above the self-insured limits for product liability and personal injury claims, subject to certain limitations and exclusions. Reserves have been provided to cover expected payments for these self-insured amounts at June30, 2009.
In one group of lawsuits and claims, the Company, as well as others engaged in manufacturing and distributing similar products, is a defendant in multiple claims alleging injuries from exposure to various chemicals by a limited number of employees of one electronics manufacturer. These claims have been filed in three states. A global settlement has been reached for all cases, which has been approved by the court. The settlement is not significant to the Companys consolidated financial statements.
In another group of lawsuits and claims, the Company provided a product for use in research activities in developing various vaccines at pharmaceutical companies. The Company, together with other manufacturers and distributors offering the same product and several pharmaceutical companies, has been named as a defendant and served in 294 lawsuits, of which 59 lawsuits have been dismissed to date. Several of the outstanding suits have been stayed by various state and federal courts pending a decision on coverage available under a U.S. federal government relief program. No definite date has been set for this decision. In all cases, the Company believes its products in question were restricted to research use and that proper information for safe use of the products was provided to the customer.
In another group of lawsuits and claims, the Company, as well as others engaged in manufacturing and distributing flavoring products, is a defendant in multiple claims alleging personal injuries from exposure to the products. The Company has been named as a defendant and served in 16 lawsuits, 7 of which have been dismissed or settled. These claims have been filed in four states. On November4, 2008 a settlement, which was not material to the Companys consolidated financial condition, results of operations or liquidity, was reached in one case. Additionally, the Company believes the settlement reached does not change its position as it relates to other claims in this group. The Company is vigorously defending its rights as to the remaining claims. The Company believes it is covered by insurance for the above matters, subject to its self-insurance retention limits.
A class action complaint was filed against a subsidiary of the Company in the Montgomery County, Ohio Cour |
(14) Subsequent Events |
(14) Subsequent Events
The Company has evaluated events and transactions subsequent to June30, 2009 through August3, 2009, the date the financial statements were filed with the SEC as part of Form 10-Q. No events require recognition in the consolidated financial statements or disclosures of the Company per the definitions and requirements of Statement of Financial Accounting Standards No.165, Subsequent Events. |