-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WejIN+K0W7b81pPRr4weN/QLPfewAztI9GAy533MnIjNoomA4weS41hNSrlfLN8j bPH4fEKRAGZYSgKGOEsgfQ== 0000950131-00-002203.txt : 20000331 0000950131-00-002203.hdr.sgml : 20000331 ACCESSION NUMBER: 0000950131-00-002203 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGMA ALDRICH CORP CENTRAL INDEX KEY: 0000090185 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 431050617 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-08135 FILM NUMBER: 585406 BUSINESS ADDRESS: STREET 1: 3050 SPRUCE ST CITY: ST LOUIS STATE: MO ZIP: 63103 BUSINESS PHONE: 3147715765 MAIL ADDRESS: STREET 1: 3050 SPRUCE STREET CITY: ST LOUIS STATE: MO ZIP: 63103 FORMER COMPANY: FORMER CONFORMED NAME: SIGMA INTERNATIONAL LTD DATE OF NAME CHANGE: 19750925 FORMER COMPANY: FORMER CONFORMED NAME: ALDRICH CHEMICAL CO INC DATE OF NAME CHANGE: 19750908 10-K 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _________________ Commission file number 0-8135 SIGMA-ALDRICH CORPORATION (Exact name of Registrant as specified in its charter) Delaware 43-1050617 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3050 Spruce Street, St. Louis, Missouri 63103 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 314-771-5765 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $1.00 par value (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Aggregate market value of the voting stock held by non-affiliates of the Registrant: $2,038,610,275 March 3, 2000 Value Date of Valuation Number of shares of the registrant's common stock, $1.00 par value, outstanding as of March 3, 2000 was 90,353,918. The following documents are incorporated by reference in the Parts of Form 10-K indicated below: Documents Incorporated by Reference Parts of Form 10-K into which Incorporated - ----------------------------------- ------------------------------------------ Pages 16-32 of the Annual Report to Shareholders for the year ended December 31, 1999 Parts I, II and IV Proxy Statement for the 2000 Annual Meeting of Shareholders Part III The Index to Exhibits is located on page F-3 of this report. 1 This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of The Securities Exchange Act of 1934 that involve risk and uncertainty, including financial, business environment and projections, as well as any statements preceded by, followed by, or that include the words "believes," "expects," "anticipates" or similar expressions, and other statements contained herein regarding matters that are not historical facts. Although the Company believes its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved. The important factors that could cause actual results to differ materially from those in the forward-looking statements herein include, without limitation, reduced growth in research funding, uncertainties surrounding possible government health care reform, government regulations applicable to the Company's business, the effectiveness of the Company's further implementation of its global software system, SAP, the highly competitive environment in which the Company operates, the impact of fluctuation in interest rates and foreign currency exchange rates and the Company's decision to sell its B-Line Systems metal business. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by such cautionary statements. The Company does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events. PART I - -------------------------------------------------------------------------------- Item 1. Business. - -------------------------------------------------------------------------------- Sigma-Aldrich Corporation ("the Company") develops, manufactures and distributes the broadest range of high quality biochemicals, organic chemicals, chromatography products and diagnostic reagents available in the world. These products are used in high technology research and development in the life sciences, at universities and in industry, for the diagnosis of disease, and as specialty chemicals for pharmaceutical and other manufacturing purposes in more than 160 countries. The Company's principal executive offices are located at 3050 Spruce Street, St. Louis, Missouri, 63103. The Company was incorporated under the laws of the State of Delaware in May 1975. Effective July 31, 1975 ("Reorganization"), the Company succeeded, as a reporting company, Sigma International, Ltd., the predecessor of Sigma Chemical Company ("Sigma"), and Aldrich Chemical Company, Inc. ("Aldrich"), both of which had operated continuously for more than 20 years prior to the Reorganization. Effective December 9, 1980, B-Line Systems, Inc.("B-Line"), previously a subsidiary of Sigma, became a subsidiary of the Company. On June 16, 1997, the Company purchased a 75% interest in Riedel-de Haen. Effective December 23, 1998, the Company acquired the net assets and business of Genosys Biotechnologies, Inc. ("Genosys"), a leading supplier of custom synthetic DNA products, which are essential in gene research. On March 31, 1999, the Company purchased the remaining 25% interest in Riedel-de Haen. B-Line Systems manufactures and markets a complete line of metal products used in the installation and retrofitting of electrical, mechanical and telecommunications applications. The metal operations are accounted for as discontinued operations, and accordingly, operating results and net assets are segregated in the Consolidated Statements of Income and Consolidated Balance Sheets. On March 27, 2000, the Company announced it has reached agreement to sell its B-Line Systems business to Cooper Industries, Inc. for approximately $425 million. The closing 2 is subject to regulatory approval and other closing conditions and is expected to take place no later than June 30, 2000. (a) Chemical Products. - -------------------------------------------------------------------------------- 1) Products: The Company distributes more than 85,000 chemical products for use in life science research, laboratory applications, pharmaceutical manufacturing, and as diagnostic reagents. The Company's life science products are used in many techniques and disciplines including molecular biology, cell biology, cell culture, protein analysis and chromatography. The acquisition of Genosys in December 1998 added custom synthetic DNA products, synthetic peptides and genes to the life science product categories. Products for laboratory applications are used in university, governmental and agency research and consist of biochemicals, organic and inorganic compounds, solvents, buffers and related equipment. The Company also markets bulk quantities of organic, inorganic and biochemicals to pharmaceutical and industrial customers. Diagnostic reagents, controls and instrumentation are marketed to hospitals and clinical laboratories. Because of continuing developments in the field of research, there can be no assurance of a continuing market for each of the Company's products. However, through ongoing reviews of technical literature, along with regular communications with customers, the Company's goal is to keep abreast of the trends in research and diagnostic techniques. This information, along with its own research technology, determines the Company's development of improved and/or additional products. 2) Production and Purchasing: The Company has chemical production facilities in Milwaukee and Sheboygan, Wisconsin (Aldrich); St. Louis, Missouri (Sigma); Houston, Texas (Sigma); Bellefonte, Pennsylvania (Supelco); Germany (Aldrich Chemie GmbH & Co. K.G., RdH Laborchemikalien GmbH); Israel (Sigma Israel Chemicals Ltd.); Switzerland (Fluka Chemie GmbH, "Fluka"), and the United Kingdom (Sigma-Aldrich Company Ltd.). A minor amount of production is done by some of the Company's other subsidiaries. Biochemicals and diagnostic reagents are primarily produced by extraction and purification from yeasts, bacteria and other naturally occurring animal and plant sources. Organic and inorganic chemicals and radiolabeled chemicals are primarily produced by synthesis. Chromatography media and columns are produced using proprietary chemical synthesis and proprietary preparation processes. Similar processes are used for filtration and sample collection processes. There are more than 85,000 products listed in the Sigma, Aldrich, Fluka, Riedel-de Haen and Supelco catalogs, of which the Company produced approximately 40,000, or approximately 50% of the net sales of chemical products for the year ended December 31, 1999. The remainder of products were purchased from a large number of sources either under contract or in the open market. No one supplier accounts for more than 10% of the Company's chemical purchases. The Company has generally been able to obtain adequate supplies of products and materials to meet its needs, although no assurance can be given that shortages will not occur in the future. Whether a product is produced by the Company or purchased from outside suppliers, it is subjected to quality control procedures, including the verification of purity, prior to final packaging. This is done by a combined staff of approximately 290 chemists and lab technicians utilizing sophisticated scientific equipment. 3 3) Distribution and Sales: The Company markets its chemical products through sales and marketing units for life science, lab products, fine chemicals and diagnostics and distributes over 2,100,000 comprehensive catalogs for the Sigma, Aldrich, Fluka, Riedel-de Haen and Supelco brands to customers and potential customers throughout the world. This is supplemented by certain specialty catalogs, by advertising in chemical and other scientific journals, by direct mail distribution of in-house publications and special product brochures and by personal visits by sales and technical representatives with customers. During the year ended December 31, 1999, products were sold to approximately 151,000 customers, including hospitals, universities, pharmaceutical companies and clinical laboratories as well as private and governmental research laboratories. The majority of the Company's sales are small orders in laboratory quantities averaging approximately $300. The Company also makes its chemical products available in larger-than-normal laboratory quantities for use in manufacturing. Sales of these products accounted for approximately 15% of chemical sales in 1999. The Company also packages certain individual products in diagnostic kit form. A diagnostic kit contains products which, when used in a series of manual and/or automated testing procedures, aid in detecting particular conditions or diseases. Diagnostic products accounted for approximately 8% of the Company's sales of chemical products in the year ended December 31, 1999. During the year ended December 31, 1999, no one customer and no one product accounted for more than 2% of the net sales of chemical products. Customers and potential customers, wherever located, are encouraged to contact the Company by telephone ("collect" or on "toll-free" WATS lines) or via our homepage on the World Wide Web (www.sigma-aldrich.com) for technical staff consultation or for placing orders. Order processing, shipping, invoicing and product inventory are computerized. Shipments are made six days a week from St. Louis, Milwaukee, the United Kingdom, Germany, Israel and Japan and five days a week from all other locations. The Company strives to ship its products to customers on the same day an order is received and carries significant inventories to maintain this policy. 4) International Operations: In the year ended December 31, 1999, 55% of the Company's net sales of chemical products were to customers located in foreign countries. These sales were made directly by the Company, through distributors and by subsidiaries (noted in Exhibit 21) organized in Argentina, Australia, Austria, Belgium, Brazil, Canada, Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, India, Ireland, Israel, Italy, Japan, Malaysia, Mexico, The Netherlands, Norway, Poland, Portugal, Russia, Singapore, South Africa, South Korea, Spain, Sweden, Switzerland and United Kingdom. For sales with final destinations in an international market, the Company has a Foreign Sales Corporation ("FSC") subsidiary, which provides certain Federal income tax advantages. The effect of the tax rules governing the FSC is to lower the effective Federal income tax rate on export income. The Company intends to continue to comply with the provisions of the Internal Revenue Code relating to FSCs. The Company's international operations and United States export sales are subject to certain risks such as changes in the legal and regulatory policies of foreign jurisdictions, local political and economic developments, currency fluctuations, exchange controls, changes in tariff restrictions, royalty and tax increases, export and import restrictions and restrictive regulations of foreign governments, among other factors inherent in these operations. The Company is unable to predict the extent to which its business may be affected in the future by these matters. During the year ended December 31, 1999, approximately 12% of the Company's United States operations' chemical purchases were from international suppliers. Additional information regarding 4 international operations is included in Note 12 to the consolidated financial statements on page 29 of the 1999 Annual Report, which is incorporated herein by reference. 5) Patents and Trademarks: The Company's patents are not material to its operations. The Company's significant trademarks are the brand names, "Sigma", "Aldrich", "Fluka", "Riedel-de Haen", "Supelco" and "B-Line" and marketing units, "Sigma-Aldrich Research", "Sigma-Aldrich Fine Chemicals" and "Sigma Diagnostics". Their related registered logos, which have various expiration dates, are expected to be renewed indefinitely. 6) Regulations: The Company engages principally in the business of selling products which are not foods or food additives, drugs or cosmetics within the meaning of the Federal Food, Drug and Cosmetic Act, as amended (the "Act"). A limited number of the Company's products, including in-vitro diagnostic reagents, are subject to labeling, manufacturing and other provisions of the Act. The Company believes it is in compliance in all material respects with the applicable regulations. The Company believes that it is in compliance in all material respects with Federal, state and local regulations relating to the manufacture, sale and distribution of its products. The following are brief summaries of some of the Federal laws and regulations, which may have an impact on the Company's business. These summaries are only illustrative of the extensive regulatory requirements of the Federal, state and local governments and are not intended to provide the specific details of each law or regulation. The Clean Air Act (CAA), as amended, and the regulations promulgated thereunder, regulates the emission of harmful pollutants to the air outside of the work environment. Federal or state regulatory agencies may require companies to acquire permits, perform monitoring and install control equipment for certain pollutants. The Clean Water Act (CWA), as amended, and the regulations promulgated thereunder, regulates the discharge of harmful pollutants into the waters of the United States. Federal or state regulatory agencies may require companies to acquire permits, perform monitoring and to treat waste water before discharge to the waters of the United States or a Publicly Owned Treatment Works (POTW). The Occupational Safety and Health Act of 1970 (OSHA), including the Hazard Communication Standard ("Right to Know"), and the regulations promulgated thereunder, requires the labeling of hazardous substance containers, the supplying of Material Safety Data Sheets ("MSDS") on hazardous products to customers and hazardous substances the employee may be exposed to in the workplace, the training of the employees in the handling of hazardous substances and the use of the MSDS, along with other health and safety programs. The Resource Conservation and Recovery Act of 1976 (RCRA), as amended, and the regulations promulgated thereunder, requires certain procedures regarding the treatment, storage and disposal of hazardous waste. The Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) and the Superfund Amendments and Reauthorization Act of 1986 (SARA), and the regulations promulgated thereunder, require notification of certain chemical spills and notification to state and local emergency response groups of the availability of MSDS and the quantities of hazardous materials in the Company's possession. 5 The Toxic Substances Control Act of 1976 (TSCA), requires reporting, testing and pre-manufacture notification procedures for certain chemicals. Exemptions are provided from some of these requirements with respect to chemicals manufactured in small quantities solely for research and development use. The Department of Transportation (DOT) has promulgated regulations pursuant to the Hazardous Materials Transportation Act, referred to as the Hazardous Material Regulations (HMR), which set forth the requirements for hazard labeling, classification and packaging of chemicals, shipment modes and other goods destined for shipment in interstate commerce. Approximately 1,000 products, for which sales are immaterial to the total sales of the Company, are subject to control by either the Drug Enforcement Administration ("DEA") or the Nuclear Regulatory Commission ("NRC"). The DEA and NRC have issued licenses to several Company sites to permit importation, manufacture, research, analysis, distribution and export of certain products. The Company screens customer orders involving products regulated by the NRC and the DEA to verify that a license, if necessary, has been obtained. Approximately 200 products, for which sales are immaterial to the total sales of the Company, are subject to control by the Department of Commerce ("DOC"). The DOC has promulgated the Export Administration Regulations pursuant to the Export Administration Act of 1979, as amended, to regulate the export of certain products by requiring a special export license. (b) Metal Products. - -------------------------------------------------------------------------------- On November 22, 1999, the Company announced its strategic decision to seek a buyer for its B-Line Systems metal business. The sale of the metal operations is expected to be completed during fiscal year 2000. Components for strut, cable tray and pipe support systems are manufactured by B-Line at its facilities in Highland and Troy, Illinois, Norcross, Georgia and Reno, Nevada. Electrical and electronic enclosures are manufactured at facilities in Aurora, Colorado, Portland, Oregon, Modesto, California, and Sherman, Texas. Components and complete systems used to support telecommunications apparatus and cabling are manufactured at the plant in Reno, Nevada, Sherman, Texas, and Aurora, Colorado. Strut and pipe support systems are metal frameworks and related accessories used in industry to support pipes, lighting fixtures and conduit. Strut systems can be easily assembled with bolts and spring-loaded nuts, eliminating the necessity of drilling or welding associated with other types of frameworks. B-Line manufactures and sells a wide variety of components for these systems, including steel struts rolled from coils, stamped steel fittings for interconnecting struts, shelf-supporting brackets, pipe and conduit supporting clamps, and accessories for the installation of strut systems on location. Pipe hangers are generally used in conjunction with strut systems to support heavy and light duty piping runs in the mechanical, plumbing and refrigeration industry. The principal materials used by B-Line in manufacturing are coils of steel and extruded aluminum, which B-Line purchases from a number of suppliers. No one supplier is essential to B-Line's production. A limited number of components for strut and pipe support systems, including bolts and nuts and certain forged and cast components, are purchased from numerous sources and sold by B-Line as accessories to its own manufactured products. Cable tray systems are continuous networks of ventilated or solid trays used primarily in the routing of power cables and control wiring in power plant or industrial installations. The systems are generally hung from ceilings or supported by strut frameworks. Cable tray is produced from either extruded aluminum or roll-formed steel 6 in various configurations to offer versatility to designers and installers. Non-metallic strut and cable tray products, which are used primarily in corrosive environments, are also available. Telecommunications equipment racks and cable runways are manufactured from aluminum or steel. The systems are used in commercial installations as well as installed in the central offices of telephone operating companies. As switching equipment is changed and upgraded, the systems are replaced. Electrical and electronic enclosures are metal enclosure boxes, generally manufactured from steel, that are used to contain and protect electric meters, fuse and circuit breaker boards and electrical panels. These products are used in industrial, commercial and residential installations. B-Line also manufactures a line of lightweight support fasteners to be used in commercial and industrial facilities to attach electrical and acoustical fixtures. B-Line sells primarily to electrical, mechanical and telecommunications wholesalers. Products are marketed directly by district sales offices and by regional sales managers through independent manufacturers' representatives. Products are shipped to customers from the Highland and Troy, Illinois; Norcross, Georgia; Reno, Nevada; Portland, Oregon; Modesto, California; Sherman, Texas; and Aurora, Colorado plants, from two regional warehouses and 27 consigned stock locations. B-Line's products are advertised in trade journals and by circulation of comprehensive catalogs. (c) Competition - -------------------------------------------------------------------------------- Substantial competition exists in all of the Company's marketing and production areas. Although no comprehensive statistics are available, the Company believes it is a major supplier of organic chemicals and biochemicals for research and for diagnostic testing procedures involving enzymes and of chromatography products for analyzing and separating complex chemical mixtures. A few competitors offer thousands of chemicals and stock and analyze many of their products. While the Company generally offers a larger number of products, some of the Company's products are unusual and have relatively little demand. In addition, there are many competitors who offer a limited quantity of chemicals, and several companies compete with the Company by offering thousands of chemicals, although few of them stock or analyze substantially all of the chemicals they offer for sale. Additionally, the Company is experiencing competition from marketers on e-commerce. The Company believes its B-Line subsidiary to be among the five largest producers of metal strut framing, pipe hangers, cable tray component systems and enclosures, although reliable industry statistics are not available. In all product areas the Company competes primarily on the basis of customer service, product quality and price. (d) Employees. - -------------------------------------------------------------------------------- The Company employed 7,322 persons as of December 31, 1999. Of these, 5,768 were engaged in production and distribution of chemical products. The B-Line subsidiary employs 1,554 persons. The total number of persons employed within the United States was 4,807, with the balance employed by the international subsidiaries. The Company employs over 2,000 persons who have degrees in chemistry, biochemistry, engineering or other scientific disciplines, including approximately 260 with Ph.D. degrees. Employees engaged in chemical production, research and distribution are not represented by any organized labor group. B-Line's production workers at the Highland 7 and Troy, Illinois facilities are members of the International Association of Machinists and Aerospace Workers, District No. 9 (AFL-CIO). The labor agreement covering these employees expires November 14, 2004. B-Line's production workers at the Norcross, Georgia facility are members of the United Food and Commercial Workers Union(AFL-CIO). The labor agreement covering these employees expires June 15, 2002. (e) Back-log of Orders. The majority of orders for chemical products in laboratory quantities are shipped from inventory, resulting in no back-log of these orders. However, individual items may occasionally be out of stock. These items are shipped as soon as they become available. Some orders for larger-than-normal laboratory quantities are for future delivery. On December 31, 1999 and 1998, the back-log of firm orders and orders for future delivery of chemical products was not significant. The Company expects that substantially all of the December 31, 1999 back-log will be shipped during 2000. On December 31, 1999 and 1998, the back-log of orders at B-Line was not significant. B-Line expects that substantially all of the December 31, 1999 back-log will be shipped during 2000. (f) Information as to Geographic Segments. - -------------------------------------------------------------------------------- Information concerning geographic segments for the years ended December 31, 1999, 1998 and 1997, is located in Note 12 to the consolidated financial statements on page 29 of the 1999 Annual Report which is incorporated herein by reference. (g) Executive Officers of the Registrant. - -------------------------------------------------------------------------------- Information regarding executive officers is contained in Part III, Item 10, and is incorporated herein by reference. Item 2. Properties. - -------------------------------------------------------------------------------- The Company's primary chemical production facilities are located in St. Louis, Missouri; Milwaukee and Sheboygan, Wisconsin; Bellefonte, Pennsylvania and Buchs, Switzerland. In St. Louis, the Company owns a 328,000 square foot building used for manufacturing, a complex of buildings aggregating 391,000 square feet which is used for warehousing and production, a 75,000 square foot building used for warehousing, a 23,000 square foot building used for warehousing and office space, a 98,000 square foot building used for production, quality control and packaging and a 19,000 square foot production facility. The Company owns a 280,000 square foot building in St. Louis which is being partially utilized for warehousing. Also in St. Louis, the Company owns 30 acres upon which is located a 287,000 square foot administration and distribution facility, in which its principal executive offices are located, and a 175,000 square foot diagnostic production and office building. In Milwaukee, the Company owns a 178,000 square foot building which is used for manufacturing, warehousing and offices, a 100,000 square foot building which is used for additional manufacturing and warehousing and a complex of buildings aggregating 322,000 square feet which is used primarily for warehousing and distribution. Also in Milwaukee, the Company owns a 152,000 square foot building, which is used for warehousing, a 56,000 square foot administration facility and a 627,000 square foot distribution facility. The Company also owns 513 acres in Sheboygan, Wisconsin, upon which are located multiple buildings totaling 332,000 square feet for production and packaging. The Company also owns a 30,000 square foot administration, production and warehousing facility in Natick, Massachusetts. Fluka owns a 13-acre site in Buchs, Switzerland, upon which are located its primary production facilities. Approximately 357,000 square feet of owned production, warehousing and office facilities are at this site. In Greenville, Illinois, the Company owns 555 acres 8 of land for future development of biochemical production facilities. Supelco owns 71 acres near Bellefonte, Pennsylvania, upon which is located a 153,000 square foot building used for manufacturing, warehousing, research and administration. Riedel-de Haen leases a 200,000 square foot production facility and an administration building in Seelze, Germany. The Company's B-Line manufacturing business is located in Highland and Troy, Illinois; Norcross, Georgia; Sherman, Texas; Reno, Nevada; Portland, Oregon; Modesto, California; and Aurora, Colorado. B-Line owns a 273,000 square foot building in Highland, Illinois, a 115,000 square foot building in Troy, Illinois, a 115,000 square foot building in Portland, Oregon, a 238,000 square foot building in Sherman, Texas, a 173,000 square foot building in Reno, Nevada and a 102,000 square foot building in Modesto, California. B-Line leases a 100,000 square foot facility in Norcross, Georgia and a 113,000 square foot facility in Aurora, Colorado. The Company also owns a 173,000 square foot warehouse and distribution facility in Allentown, Pennsylvania, leases a 20,000 square foot administration and production facility in The Woodlands, Texas and leases warehouses in Chicago, Illinois and in Bethany, Connecticut under short-term leases. Manufacturing and/or warehousing facilities are also owned or leased in the United Kingdom, Australia, Canada, Denmark, Finland, France, Germany, Israel, Japan, Mexico, Norway, Scotland, South Korea, Sweden and Switzerland. Sales offices are leased in all other locations. The Company considers the properties to be well maintained, in sound condition and repair, and adequate for its present needs. The Company expects to continue to expand its production and distribution capabilities in select markets. Item 3. Legal Proceedings. - -------------------------------------------------------------------------------- There are no material pending legal proceedings. Item 4. Submission of Matters to a Vote of Security Holders. - -------------------------------------------------------------------------------- No matters were submitted by the Registrant to the stockholders for a vote during the fourth quarter of 1999. PART II - -------------------------------------------------------------------------------- Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. - -------------------------------------------------------------------------------- Information concerning market price of the Registrant's Common Stock and related shareholder information for the years ended December 31, 1999 and 1998 is located on page 32 of the 1999 Annual Report which is incorporated herein by reference. As of March 3, 2000, there were 1,600 record holders of the Registrant's Common Stock. Items 6 through 8. Selected Financial Data, Management's Discussion and Analysis of Financial Condition and Results of Operations, Qualitative and Quantitative Disclosures about Market Risk and Financial Statements and Supplementary Data. The information required by Items 6 through 8 is incorporated herein by reference to pages 16-32 of the 1999 Annual Report. See Index to Financial Statements and Schedules on page F-1 of this report. Those pages of the Company's 1999 Annual Report 9 listed in such Index or referred to in Items 1(a)(4), 1(f) and 5 are incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. - -------------------------------------------------------------------------------- Not applicable. PART III - -------------------------------------------------------------------------------- Item 10. Directors and Executive Officers of the Registrant. - -------------------------------------------------------------------------------- Information under the captions "Nominees for Board of Directors" and "Security Ownership of Directors, Executive Officers and Principal Beneficial Owners" of the 2000 Proxy Statement is incorporated herein by reference. - -------------------------------------------------------------------------------- The executive officers of the Registrant are:
Name of Executive Officer Age Positions and Offices Held - ------------------------- --- -------------------------- Thomas E. Briggs 54 Vice President and President, B-Line Larry S. Blazevich 52 Vice President and Chief Information Officer Terry R. Colvin 44 Vice President, Human Resources Carl T. Cori 63 Chairman of the Board David R. Harvey 60 President and Chief Executive Officer Michael R. Hogan 47 Vice President, Chief Financial Officer, Chief Administrative Officer and Secretary David W. Julien 45 President, Life Sciences Rodney Kelley 45 Vice President, Safety James W. Meteer 49 Vice President, Quality Karen J. Miller 42 Controller Robert Monaghan 53 President, Sigma Diagnostics Jai Nagarkatti 52 President, Fine Chemicals Kirk A. Richter 53 Treasurer Frank D. Wicks 46 President, Laboratory Products
There is no family relationship between any of the officers. Mr. Briggs has been Vice-President and President of B-Line for more than five years. Mr. Blazevich joined Sigma-Aldrich in April 1996 as Director of Information Services and was elected Vice President, Information Services and Chief Information Officer in June 1996. Previously, Mr. Blazevich was employed with Thomas and Betts, an electrical manufacturing company, for sixteen years where he served as Vice President of Information Services from 1988-1996. Mr. Colvin was elected Vice President, Human Resources of the Company in March 1998. He served as Vice President, Human Resources at Sigma from January 1995 to February 1998 and as Director of Human Resources at B-Line from January 1987 to December 1994. Dr. Cori has been Chairman of the Board of the Company for more than five years. He served as Chief Executive Officer for more than five years until November 1999 and President of the Company for more than five years until March 1995. 10 Dr. Harvey has been Chief Executive Officer of the Company since November 1999. He served as the Chief Operating Officer of the Company for more than five years until November 1999. He was elected President of the Company in March 1995, after serving as Executive Vice President for more than five years. Mr. Hogan joined Sigma-Aldrich in April 1999 as Vice President and Chief Financial Officer. Since then, his duties have been expanded to include leadership of the Human Resources, Information Systems and Quality functions when he was named Chief Administrative Officer in November 1999. Before joining the Company, Mr. Hogan served as Corporate Vice President and Controller of Monsanto Company from January of 1996 through March of 1999. Prior to joining Monsanto, he held a number of senior management positions for ten years at General American Life Insurance Company, he served as Chairman and Chief Executive Officer of Cova Corp. from January through December 1995 and as President of GenCare Health Systems, Inc. from March 1990 through January 1995. Mr. Julien was named President of the Life Science division in November 1999. Previously he served as President of Sigma from August 1998 to November 1999. He served as Vice-President of Sigma from January 1998 to August 1998 and as Vice-President of Marketing from November 1995 to January 1998. Previously, Mr. Julien served as Director of Biotechnology Facilities Design at Jacobs Engineering Group from more than four year until November 1995. Mr. Kelley was elected Vice President of Safety in August of 1998. He served as Director of Safety for over four years prior to August 1998. Mr. Meteer was elected Vice President, Quality of the Company in September 1996 after serving as Director of Quality since 1995. Previously, Mr. Meteer was a Vice President of Supelco from 1993-1995. He held several positions within Supelco/Rohm & Haas from 1988-1993. Ms. Miller was elected Controller of the Company in May 1997. Previously, Ms. Miller was employed as Controller of several divisions at Allergan, Inc. for more than five years until February 1997. Mr. Monaghan joined Sigma-Aldrich in July 1998 as President of Sigma Diagnostics. Previously, Mr. Monaghan was employed as Vice-President of Dade Behring and Vice-President of Behring Diagnostics from October 1997 to July 1998 and from April 1991 to October 1997, respectively. Dr. Nagarkatti was named President of the Fine Chemical division in November 1999. Previously, he had served as President of Aldrich for more than five years. Mr. Richter was elected Treasurer in May 1997 after serving as Controller for more than five years. Mr. Wicks was named President of the Laboratory Products division in November 1999. He served as Vice President of Operations from August 1998 until November 1999. Previously, he served as President of Sigma for five years. The present terms of office of the officers will expire when the next annual meeting of the Directors is held and their successors are elected. Item 11. Executive Compensation. - -------------------------------------------------------------------------------- Information under the captions "Director Compensation and Transactions" and "Information Concerning Executive Compensation" of the 2000 Proxy Statement is incorporated herein by reference. 11 Item 12. Security Ownership of Certain Beneficial Owners and Management. - -------------------------------------------------------------------------------- Information under the caption "Security Ownership of Directors, Executive Officers and Principal Beneficial Owners" of the 2000 Proxy Statement is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions. - -------------------------------------------------------------------------------- Information under the caption "Director Compensation and Transactions" of the 2000 Proxy Statement is incorporated herein by reference. PART IV - -------------------------------------------------------------------------------- Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. - -------------------------------------------------------------------------------- (a) Documents filed as part of this report: 1. Financial Statements. See Index to Financial Statements and Schedules on page F-1 of this report. Those pages of the Company's 1999 Annual Report listed in such Index or referred to in Items 1(a)(4), 1(f) and 5 are incorporated herein by reference. 2. Financial Statement Schedules. See Index to Financial Statements and Schedules on page F-1 of this report. 3. Exhibits. See Index to Exhibits on page F-3 of this report. (b) Reports on Form 8-K: A current report on Form 8-K was filed on December 22, 1999, to announce under Item 5 the Company amended its By-laws on December 20, 1999 to, among other things, amend advance notice provisions relating to the proposal of business and nominations of directors at meetings of shareholders. 12 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGMA-ALDRICH CORPORATION (Registrant) By /s/ Karen J. Miller March 30, 2000 -------------------------------------- -------------- Karen J. Miller, Controller Date KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carl T. Cori, David R. Harvey, Karen J. Miller, Kirk A. Richter and Michael R. Hogan and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By /s/ Carl T. Cori March 30, 2000 ----------------------------------------- -------------- Carl T. Cori, Director, Chairman of the Date Board By /s/ David R. Harvey March 30, 2000 ------------------------------------------ -------------- David R. Harvey, Director, President and Date Chief Executive Officer By /s/ Karen J. Miller March 30, 2000 ------------------------------------------ -------------- Karen J. Miller, Controller Date By /s/ Kirk A. Richter March 30, 2000 ------------------------------------------ -------------- Kirk A. Richter, Treasurer Date By /s/ Michael R. Hogan March 30, 2000 ------------------------------------------ -------------- Michael R. Hogan, Vice President, Chief Date Financial Officer, Chief Administrative Officer and Secretary By /s/ David M. Kipnis March 30, 2000 ------------------------------------------ -------------- David M. Kipnis, Director Date By /s/ Andrew E. Newman March 30, 2000 ------------------------------------------ -------------- Andrew E. Newman, Director Date By /s/ Jerome W. Sandweiss March 30, 2000 ------------------------------------------- -------------- Jerome W. Sandweiss, Director Date 13 SIGMA-ALDRICH CORPORATION AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AND SCHEDULES - --------------------------------------------------------------------------------
Page Number Reference --------------- Annual Report to Shareholders --------------- Annual financial data for the years 1999, 1998, 1997, 1996 and 1995 32 Management's discussion and analysis 16 Market Risk Disclosure 18 FINANCIAL STATEMENTS: Consolidated Balance Sheets December 31, 1999 and 1998 21 Consolidated statements for the years ended December 31, 1999, 1998 and 1997 Income 20 Stockholders' Equity 22 Cash Flows 23 Notes to consolidated financial statements 24 Report of independent public accountants 20
FINANCIAL STATEMENT SCHEDULES: All schedules are omitted as they are not applicable, not required or the information is included in the consolidated financial statements or related notes to the consolidated financial statements. F-1 INDEX TO EXHIBITS These Exhibits are numbered in accordance with the Exhibit Table of Item 6.01 of Regulation S-K:
Exhibit Reference ------- --------- (3) Certificate of Incorporation and By-Laws: (a) Certificate of Incorporation and Amendments Incorporated by reference to Exhibit 3(a) of Form 10-Q Filed for the quarter ended September 30, 1996, Commission File Number 0-8135. (b) By-Laws as amended December 1999 Incorporated by reference to Exhibit 3.1 of Form 8-K filed On December 22, 1999. Commission File Number 0-8135. (4) Instruments Defining the Rights of Shareholders, Including Indentures: (a) Certificate of Incorporation and Amendments See Exhibit 3(a) above. (b) By-Laws as amended December 1999 See Exhibit 3(b) above. (c) The Company agrees to furnish to the Securities and Exchange Commission upon request pursuant to Item 601(b)(4)(iii) of Regulation S-K copies of instruments defining the rights of holders of long-term debt of the Company and its consolidated subsidiaries. (10) Material Contracts: (a) Third Amendment and Restatement Incorporated by reference to Exhibit of the Incentive Stock Bonus Plan* 10(d) of Form 10-K filed for the year ended December 31, 1996, Commission File Number 0-8135. (b) Share Option Plan of 1987* Incorporated by reference to Exhibit 10(d) of Form 10-K filed for the year ended December 31, 1992, Commission File Number 0-8135. (c) First Amendment to Share Option Incorporated by reference to Exhibit Plan of 1987* 10(e) of Form 10-K filed for the Year ended December 31, 1992, Commission File Number 0-8135. (d) Second Amendment to Share Option Incorporated by reference to Exhibit Plan of 1987* 10(f) of Form 10-K filed for the Year ended December 31, 1994, Commission File Number 0-8135.
(e) Employment Agreement with Carl T. Cori* Incorporated by reference to Exhibit (Similar Employment Agreements also 10 (f) of Form 10-K filed for the exist with Thomas E. Briggs, Larry S. year ended December 31, 1992, Blazevich, Terry R. Colvin, David R. Commission File Number 0-8135. Harvey, Michael R. Hogan, David W. Julien, Rodney L. Kelley, James W. Meteer, Karen J. Miller, Robert Monaghan, Jai P. Nagarkatti, Kirk A. Richter, and Frank D. Wicks) (g) Share Option Plan of 1995* Incorporated by reference to Appendix A of the Company's Definitive Proxy statement filed March 30, 1995, Commission File Number 0-8135. (i) Consulting Agreement and Release with Incorporated by reference to Floyd Worley Exhibit 10(i) of Form 10-K filed for the year ended December 31, 1998, Commission File Number 0-8135. (j)Share Option Plan of 2000* Incorporated by reference to Appendix A of the Company's Definitive Proxy Statement filed March 30, 2000, Commission File Number 0-8135. (11) Statement Regarding Computation of Per Incorporated by reference to the Share Earnings information on net income per share included in Note 15 to the Company's 1999 financial statements filed as Exhibit 13 below. (13) Pages 16-32 of the Annual Report to See Exhibit 13. Shareholders for the year ended December 31, 1999 (21) Subsidiaries of Registrant See Exhibit 21. (23) Consent of Independent Public Accountants Page F-2 of this report. (27) Financial Data Schedule See Exhibit 27.
*Represents management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
EX-23 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS - -------------------------------------------------------------------------------- As independent public accountants, we hereby consent to the incorporation of our report incorporated by references in this Form 10-K, into the Company's previously filed registration statement on Form S-3, file number 33-74163 and on Form S-8, file numbers 33-24415, 33-62541, 33-64661 and 333-30528. ARTHUR ANDERSEN LLP St. Louis, Missouri March 29, 2000 EX-13 3 ANNUAL REPORT TO SHAREHOLDERS DATED 12/31/1999 Exhibit 13 Management's Discussion and Analysis (in millions, except per share data) The following should be read in conjunction with the consolidated financial statements and related notes. HIGHLIGHTS Net income increased 3.6% to $172.3 for 1999 compared to $166.3 in 1998. Net income per share in 1999 is $1.71 on a basic and diluted basis, compared to $1.65 and $1.64, respectively, in 1998. Net income from continuing operations for 1999 increased 2.6% to $148.6 from $144.8 in 1998. Net income per basic and diluted share was $1.47 in 1999 compared to $1.44 and $1.43, respectively, in 1998. This increase in net income resulted from higher sales levels in 1999, the acquisition of Genosys Biotechnologies, Inc. in December 1998 and improvement in operating cost levels. Unusual items increased net income from continuing operations by $2.6 or $.02 per basic and diluted share in 1999 and $4.1 or $.04 per basic and diluted share in 1998. The following unusual items increased net income from continuing operations by $2.6 in 1999: a tax benefit of $9.8 for research and development and other tax credits, offset by net after tax charges of $4.0 for an additional provision for bad debts, $2.6 for restructuring to reorganize the Company and a one-time after tax charge of $0.6 associated with the realignment of our European legal structure. The following unusual items increased net income from continuing operations by $4.1 in 1998: a tax benefit of $7.0 from our enhanced research and development activities over the last several years, offset by a charge of $2.9 relating to in-process research and development acquired with Sigma-Genosys. On November 22, 1999, the Company decided to seek a buyer for its B-Line Systems metal business. Accordingly, results for metal operations are reflected as net income from discontinued operations and amounted to $23.7 and $21.5 for 1999 and 1998, respectively. ITEMS AFFECTING COMPARABILITY OF RESULTS The following items affect the comparability of our results: o The metal operations are accounted for as discontinued operations and accordingly, operating results and net assets are segregated in the accompanying Consolidated Statements of Income and Consolidated Balance Sheets. o On March 31, 1999 the Company purchased the remaining 25% interest in Riedel-de Haen. o On December 23, 1998 the Company purchased Genosys Biotechnologies, Inc. o On June 16, 1997 the Company purchased a 75% interest in Riedel-de Haen. OPERATING RESULTS FROM CONTINUING OPERATIONS Sales Chemical sales increased 7.5%, 7.1% and 8.3% in 1999, 1998 and 1997, respectively. The sales growth is attributed to selected price increases, the annual addition of new products, acquisitions of Genosys and Riedel-de Haen and the opening of new international sales offices. Price increases for products listed in the general chemical sales catalogs averaged 3.0%, 3.0% and 3.5% in 1999, 1998 and 1997, respectively. New product sales, while not material in the year introduced, contribute to sales growth in subsequent years. Acquisitions contributed 2.9%, 2.4% and 3.3% to the 1999, 1998 and 1997 sales increases, respectively. The effect of translating foreign currency sales into U.S. dollars reduced the 1999, 1998, and 1997 sales growth by 0.8%, 1.8% and 4.4%, respectively. Sales increases for laboratory and life science products were in line with the overall Company growth rate. This growth benefited from an expanded life science product line through the addition of Sigma-Genosys in December 1998 and new product introductions. Sales gains were also aided by the continuing expansion of e-commerce sales, which contributed 5% of U.S. based research sales in the fourth quarter of 1999. Increased demand from pharmaceutical customers provided above average increases in Fine Chemical sales. Diagnostic sales were in line with 1998 levels as gains in reagent sales were offset by fewer instrument placements. International direct sales increased 13.8%, 19.3% and 30.6% in 1999, 1998 and 1997, respectively, after eliminating the effect of changes in currency exchange rates. The increase in international direct sales is partially offset by slowing export sales in the United States. Export sales Exhibit 13 declined 39.8%, 28.6% and 22.0% in 1999, 1998 and 1997, respectively, reflecting the continued transfer of those sales to both our existing and new international offices. Cost of Products Sold Cost of Products Sold was 46.2%, 44.1% and 43.4% in 1999, 1998 and 1997, respectively. The decline in the gross profit rate in 1999 reflects the continuing investment in research and development that will benefit new product offerings for the next several years, higher costs of new facilities, inventory revaluation charges, and product mix changes to lower margin business. Overall, the cost of products sold increased 12.4% compared to a sales increase of 7.5% in 1999. Selling, General and Administrative Expenses Excluding unusual items, selling, general and administrative expenses were 33.1%, 34.0% and 32.7% of sales in 1999, 1998 and 1997, respectively. In 1999, selling, general and administrative expenses excluding unusual items decreased 0.9% as a percent of sales as process improvements and cost controls were only partially offset by higher costs of new systems. In 1998, selling, general and administrative expenses excluding unusual items increased 1.3% as a percent of sales primarily due to incremental expenses associated with new systems, sales offices and additional warehouse facilities, offset by ongoing efforts to effectively manage staffing levels and control other significant operating expenses. Net interest income contributed $3.7, $2.9 and $4.8 to pretax earnings in 1999, 1998 and 1997, respectively. Income Taxes Excluding unusual items, income taxes, which include federal, state and international taxes, were 31.9%, 33.4% and 33.8% of pretax income from continuing operations in 1999, 1998 and 1997, respectively. The reduction in the income tax rate from 1998 to 1999 is a result of an increase in the Foreign Sales Corporation ("FSC") benefit derived on export sales and a decrease in state income taxes. LIQUIDITY AND CAPITAL RESOURCES Operating Activities Cash flow from operations is the Company's primary source of liquidity. Cash provided by operating activities was $230.9 in 1999, an increase of $68.9 or 42.5% from 1998. The increase resulted from higher net income of $5.9, slower growth in inventories and accounts receivable of $29.4 and $25.6, respectively, and higher depreciation and amortization of $5.1 in 1999 compared to 1998. Investing Activities Cash used in investing activities was $98.7 in 1999 compared to $175.2 in 1998 and $157.9 for 1997. In 1999, the cash used is primarily for capital expenditures of $91.8. The higher level of capital expenditures in 1998 of $130.4 is primarily due to significant expenditures made in support of new customer service and warehouse systems and distribution and production facility expansions, both domestically and internationally. Also, in 1998 the Company acquired Genosys Biotechnologies, Inc., for $39.5. During 2000 we expect capital spending of approximately $75 to continue to enhance distribution and production facilities and information systems and begin construction on a new research and development facility for Life Sciences. Financing Activities In 1999, the Company used cash in financing activities primarily for payments of dividends and common stock repurchases. The Board of Directors authorized the purchase of ten million shares of Company stock, of which approximately 2.6 million shares were repurchased by December 31, 1999. These outflows totaled $29.7 and $77.8 Exhibit 13 for dividend payments and stock repurchases, respectively, in 1999 compared to dividends paid of $28.4 and $25.8 for 1998 and 1997, respectively. Subsequent to December 31, 1999, the Company completed the repurchase of the ten million shares and the Board of Directors has authorized the repurchase of an additional ten million shares. The Company expects to continue the repurchase of the additional shares authorized, however, the timing of the repurchases and the number of shares repurchased will depend upon market conditions and other factors. At December 31, 1999, the Company had credit facilities totaling $100, of which $86.5 was unused. In January 2000, the the Board of Directors authorized an increase in short term borrowing capacity to $500 of which $300 is currently in place. These facilities can be used to fund acquisitions, repurchase shares or for general corporate purposes. Total debt as a percentage of total capitalization was 1.7% and 2.5% for 1999 and 1998, respectively. EURO On January 1, 1999, eleven member countries of the European Community established fixed conversion rates between their existing currencies and the European Economic and Monetary Union's new common currency, the Euro. The transition period for the introduction of the Euro is January 1, 1999 through January 1, 2002. During the transition period, payment and billing may be conducted in the Euro or the relevant legacy currency. The Company is currently developing and implementing plans to address the conversion to the Euro, including updating certain information technology systems and evaluating currency risk, impacts on financial transactions and competitive activity. The cost associated with addressing the Euro conversion is not expected to be material. The Company believes the conversion to the Euro will not have a material impact on its financial condition or results of its operations. ENVIRONMENTAL MATTERS The operations of the Company, like those of other companies engaged in similar lines of business, are subject to various federal, state, foreign and local laws and regulations intended to protect the public health and the environment. These regulations primarily relate to worker safety, air and water quality, and waste handling. The Company believes it is in compliance with these regulations. INFLATION Management recognizes that inflationary pressures may have an adverse effect on the Company through higher asset replacement costs and related depreciation and higher material costs. The Company tries to minimize these effects through cost reductions and productivity improvements as well as price increases to maintain reasonable profit margins. It is management's view, however, that inflation has not had a significant impact on operations in the three years ended December 31, 1999. MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS The market risk inherent in the Company's financial instruments and positions represents the potential loss arising from adverse changes in interest rates and foreign currency exchange rates. Interest Rates At December 31, 1999, the Company's outstanding debt represents less than 5% of total capitalization. Cash flows from operations and available credit facilities are sufficient to meet the working capital requirements of the Company. It is management's view that market risk or variable interest rate risk would not significantly impact the Company's results of operations. Exhibit 13 Foreign Currency Exchange Rates The Company uses forward currency contracts to hedge certain receivables and payables denominated in foreign currencies. Most of the contracts are single currency. Gains and losses on these hedges, based on the difference in the contract rate and the spot rate at the end of each month for all contracts still in force, are typically offset either partially or completely by transaction gains and losses, with any net gains and losses included in selling, general and administrative expenses. The market risk of foreign currency rate changes represents the potential loss in fair value of net currency positions for outstanding foreign currency contracts at year end due to an adverse change in foreign currency exchange rates. The Company does not enter into foreign currency contracts for speculative trading purposes. The market risk of the Company's foreign currency positions at December 31, 1999, assuming a hypothetical 10% change in foreign currency exchange rates, would be $2.9. RESTRUCTURING ACTIVITIES In 1999, the Company recorded charges for restructuring in the amount of $3.9 ($2.6 after taxes or $.03 per basic and diluted share). These charges relate primarily to termination costs associated with the reorganization of the company. YEAR 2000 As of March 15, 2000, the Company has not encountered any significant business disruptions as a result of internal or external Year 2000 issues. However, while no such occurrence has developed, Year 2000 issues may arise that may not be immediately apparent. The Company will continue to monitor and work to remediate any issues that may arise. Although the Company expects no material impact, such future events cannot be known with certainty. DISCONTINUED OPERATIONS Results from discontinued operations represent the activity of the B-Line Systems metal business. Metal sales increased 10.6%, 1.3% and 11.8% for 1999, 1998 and 1997, respectively. The growth in 1999 is attributed to strong demand for telecommunications and enclosure products. The slower growth in 1998 reflects the weakness in the industrial construction market which was only partially offset by the fast-growing demand for the telecommunications and enclosures products. The annual pretax profit margin of 14.9% for 1999 is equal to the prior year level, but reflects reduced selling prices due to market conditions offset by process improvements. FORWARD-LOOKING STATEMENTS The discussion and analysis and other sections of the Annual Report to shareholders should be read in conjunction with the consolidated financial statements and notes thereto. Except for historical information, the statements in this discussion may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risk and uncertainty, including financial, business environment and projections, as well as statements that are preceded by, followed by, or that include words "believes," "expects," "anticipates," or similar expressions, and other statements contained herein regarding matters that are not historical facts. Although the Company believes its expectations are based upon reasonable assumptions, it can give no assurance that its goals will be achieved. The important factors that could cause actual results to differ materially from those in the forward-looking statements herein include, without limitation, reduced growth in research funding, uncertainties surrounding government health care reform, government regulations applicable to the Company's business, the effectiveness of the Company's further implementation of its global software system, SAP, the highly competitive environment in which the Company operates, the impact of Exhibit 13 fluctuations in interest rates and foreign currency exchange rates and the Company's decision to sell its B-Line Systems metal business. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by such cautionary statements. The Company does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect occurrence of unanticipated events. Exhibit 13 Consolidated Statements of Income (in thousands, except per share data)
Years Ended December 31, 1999 1998 1997 - ----------------------------------------------------------------------------------------- Net sales $1,037,945 $965,927 $901,701 Cost of products sold 479,406 426,354 391,644 - ----------------------------------------------------------------------------------------- Gross profit 558,539 539,573 510,057 Selling, general and administrative expenses 350,922 331,031 294,426 Provision for restructuring 3,900 -- -- - ----------------------------------------------------------------------------------------- Income from continuing operations before provision for income taxes 203,717 208,542 215,631 Provision for income taxes 55,112 63,646 72,960 - ----------------------------------------------------------------------------------------- Net income from continuing operations 148,605 144,896 142,671 Net income from discontinued operations 23,665 21,451 23,388 - ----------------------------------------------------------------------------------------- Net income $172,270 $166,347 $166,059 - ----------------------------------------------------------------------------------------- Weighted average number of shares outstanding - Basic 100,672 100,540 100,210 Weighted average number of shares outstanding - Diluted 100,984 101,188 102,804 Net income per share - Basic: Net income from continuing operations $1.47 $1.44 $1.43 Net income from discontinued operations .24 .21 .23 - ----------------------------------------------------------------------------------------- Net income $1.71 $1.65 $1.66 - ----------------------------------------------------------------------------------------- Net income per share-Diluted: Net income from continuing operations $1.47 $1.43 $1.39 Net income from discontinued operations .24 .21 .23 - ----------------------------------------------------------------------------------------- Net income $1.71 $1.64 $1.62 - -----------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Sigma-Aldrich Corporation: We have audited the accompanying consolidated balance sheets of Sigma-Aldrich Corporation (a Delaware Corporation) and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sigma-Aldrich Corporation and subsidiaries as of December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. ARTHUR ANDERSEN, LLP St. Louis, Missouri February 14, 2000 Exhibit 13 Consolidated Balance Sheets (in thousands)
December 31, 1999 1998 - ------------------------------------------------------------------------------------------- Assets Current assets: Cash and cash equivalents $ 43,847 $ 24,345 Accounts receivable, less allowance for doubtful accounts of $9,695 and $6,473, respectively 193,471 194,063 Inventories 408,518 414,559 Other current assets 59,774 54,135 Net current assets of discontinued operations 68,961 69,792 - ------------------------------------------------------------------------------------------- Total current assets 774,571 756,894 - ------------------------------------------------------------------------------------------- Property, plant and equipment: Land 34,534 29,891 Buildings and improvements 328,275 291,937 Machinery and equipment 427,820 384,666 Construction in progress 53,636 79,252 Less -- accumulated depreciation (362,529) (324,420) - ------------------------------------------------------------------------------------------- Net property, plant and equipment 481,736 461,326 - ------------------------------------------------------------------------------------------- Goodwill, net 90,938 101,484 Other assets 18,569 27,175 Net noncurrent assets of discontinued operations 66,187 69,793 - ------------------------------------------------------------------------------------------- Total assets $ 1,432,001 $ 1,416,672 =========================================================================================== Liabilities and Stockholders' Equity Current liabilities: Notes payable $ 20,665 $ 29,598 Current maturities of long-term debt 143 624 Accounts payable 41,995 54,001 Accrued payroll and payroll taxes 20,890 14,264 Other accrued expenses 21,919 27,722 - ------------------------------------------------------------------------------------------- Total current liabilities 105,612 126,209 - ------------------------------------------------------------------------------------------- Long-term debt 205 415 Deferred postretirement benefits 42,931 40,663 Deferred compensation 6,128 7,894 Other liabilities 17,774 25,111 - ------------------------------------------------------------------------------------------- Total liabilities 172,650 200,292 - ------------------------------------------------------------------------------------------- Stockholders' equity: Common stock 100,905 100,623 Capital in excess of par value 35,783 29,238 Common stock in treasury, at cost, 2,613 shares in 1999 (77,785) -- Retained earnings 1,240,184 1,097,653 Accumulated other comprehensive loss (39,736) (11,134) - ------------------------------------------------------------------------------------------- Total stockholders' equity 1,259,351 1,216,380 - ------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 1,432,001 $ 1,416,672 ===========================================================================================
The accompanying notes are an integral part of these statements. Exhibit 13 Exhibit 13 Consolidated Statement of Stockholders' Equity (in thousands, except per share data)
- ------------------------------------------------------------------------------------------------------------------------------------ Accumulated Other Common Stock Capital in Compre- Compre- 200,000 Shares Authorized Excess of Common Stock Retained hensive hensive ($1.00 Par) Par Value in Treasury Earnings Income/(Loss) Income - ------------------------------------------------------------------------------------------------------------------------------------ Shares Issued Amount - ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1996 100,044 $ 100,044 $ 17,002 $ -- $ 819,467 $ 5,761 Net income -- -- -- -- 166,059 -- $166,059 Other comprehensive loss-foreign currency translation -- -- -- -- -- (29,689) (29,689) -------- Comprehensive income -- -- -- -- -- -- $136,370 ======== Dividends ($.2575 per share) -- -- -- -- (25,809) -- Awards under deferred compensation plan 23 23 682 -- -- -- Exercise of stock options 310 310 6,484 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1997 100,377 100,377 24,168 -- 959,717 (23,928) Net income -- -- -- -- 166,347 -- $166,347 Other comprehensive income-foreign currency translation -- -- -- -- -- 12,794 12,794 -------- Comprehensive income -- -- -- -- -- -- $179,141 ======== Dividends ($.2825 per share) -- -- -- -- (28,411) -- Awards under deferred compensation plan 38 38 1,480 -- -- -- Shares exchanged for options (79) (79) -- -- -- -- Exercise of stock options 287 287 3,590 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1998 100,623 100,623 29,238 -- 1,097,653 (11,134) Net income -- -- -- -- 172,270 -- $172,270 Other comprehensive loss-foreign currency translation -- -- -- -- -- (28,602) (28,602) -------- Comprehensive income -- -- -- -- -- -- $143,668 ======== Dividends ($.2950 per share) -- -- -- -- (29,739) -- Awards under deferred compensation plan 29 29 848 -- -- -- Exercise of stock options 253 253 5,697 -- -- -- Stock repurchase -- -- -- (77,785) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1999 100,905 $ 100,905 $ 35,783 $ (77,785) $ 1,240,184 $ (39,736) - ------------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of this statement. Exhibit 13 Consolidated Statements of Cash Flows (in thousands)
Years Ended December 31, 1999 1998 1997 - ------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net income $ 172,270 $ 166,347 $ 166,059 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 66,919 61,827 48,053 Deferred income taxes 7,086 11,111 4,994 Postretirement benefits expense 4,695 4,072 3,792 Deferred compensation, net (1,766) (3,349) 2,809 Changes in assets and liabilities: Increase in accounts receivable (12,342) (37,917) (30,077) Increase in inventories (7,016) (36,401) (63,390) Other 1,083 (3,620) (163) - ------------------------------------------------------------------------------------------------- Net cash provided by operating activities 230,929 162,070 132,077 - ------------------------------------------------------------------------------------------------- Cash flows from investing activities: Property, plant and equipment additions (91,810) (130,378) (108,740) Sale of equipment 990 2,383 1,963 Acquisition of businesses, net of cash acquired -- (39,500) (51,083) Other, net (7,913) (7,700) -- - ------------------------------------------------------------------------------------------------- Net cash used in investing activities (98,733) (175,195) (157,860) - ------------------------------------------------------------------------------------------------- Cash flows from financing activities: Issuance (repayment) of notes payable (10,093) 23,211 4,155 Issuance (repayment) of long-term debt (160) 57 (11,895) Payment of dividends (29,739) (28,411) (25,809) Stock repurchase (77,785) -- -- Exercise of employee stock options 5,950 3,798 6,794 - ------------------------------------------------------------------------------------------------- Net cash used in financing activities (111,827) (1,345) (26,755) - ------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash (867) (7,413) (4,919) - ------------------------------------------------------------------------------------------------- Net change in cash and cash equivalents 19,502 (21,883) (57,457) Cash and cash equivalents at beginning of year 24,345 46,228 103,685 - ------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of year $ 43,847 $ 24,345 $ 46,228 ================================================================================================= Supplemental disclosures of cash flow information: Income taxes paid $ 65,818 $ 81,497 $ 74,518 Interest paid, net of capitalized interest 1,765 926 783
The accompanying notes are an integral part of these statements Exhibit 13 Notes to Consolidated Financial Statements NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations: Sigma-Aldrich Corporation ("the Company") develops, manufactures and distributes the broadest range of high quality biochemicals, organic chemicals, chromatography products and diagnostic reagents available in the world. These products are used in high tech research and development in the life sciences, at universities and in industry, for the diagnosis of disease, and as specialty chemicals for pharmaceutical and other manufacturing purposes in more than 160 countries. Principles of Consolidation: The consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Financial Instruments: The Company has no financial instruments that have a materially different fair value than the respective instrument's carrying value. Gains and losses on hedges of existing assets or liabilities are recognized monthly and are included in selling, general and administrative expenses. See Note 7 for further information regarding the Company's hedging activities. Property, Plant and Equipment: The cost of property, plant and equipment is depreciated over the estimated useful lives of the assets using the straight-line method with lives ranging from three to twelve years for machinery and equipment and fifteen to forty years for buildings and improvements. The Company capitalizes interest as part of the cost of constructing major facilities and equipment. Goodwill: Goodwill arising from acquisitions made by the Company is capitalized and amortized over a period of five to forty years. Accumulated Goodwill amortization at December 31, 1999 and 1998 was $12,060,000 and $7,147,000 respectively. Foreign Currency Translation: Foreign currency assets and liabilities are translated at current exchange rates and profit and loss accounts are translated at weighted average exchange rates. Resulting translation gains and losses are included as a separate component of stockholders' equity, as accumulated other comprehensive income or loss. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. Reclassifications: The accompanying consolidated financial statements for prior years contain certain reclassifications to conform with the presentation used in 1999. The consolidated financial statements have been restated to reflect the Company's B-Line Systems metal business as a discontinued operation. Exhibit 13 Effect of New Accounting Standards: The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS No. 133). SFAS No. 133 establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value and be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that a company formally document, designate, and assess the effectiveness of transactions that receive hedge accounting. The FASB has delayed the effective date of SFAS No. 133 to fiscal periods beginning after June 15, 2000. The Company has not yet quantified the effects of adopting SFAS No. 133 on its consolidated financial statements nor has it determined the timing or method of its adoption of SFAS No. 133. However, SFAS No. 133 could increase volatility in earnings and other comprehensive income. NOTE 2: ALLOWANCE FOR DOUBTFUL ACCOUNTS Changes in the allowance for doubtful accounts for the years ended December 31, 1999, 1998 and 1997 are as follows (in thousands):
1999 1998 1997 - -------------------------------------------------------------------------------- Balance, beginning of year $ 6,473 $ 6,325 $ 6,891 Additions to reserves 10,968 1,829 429 Deductions from reserves 7,746 1,681 995 - -------------------------------------------------------------------------------- Balance, end of year $ 9,695 $ 6,473 $ 6,325 ================================================================================
NOTE 3: INVENTORIES The principal categories of inventories are (in thousands):
December 31, 1999 1998 - -------------------------------------------------------------------------------- Finished goods $342,351 $344,235 Work in process 18,556 17,565 Raw materials 47,611 52,759 - -------------------------------------------------------------------------------- Total $408,518 $414,559 ================================================================================
Chemical products are valued at the lower of cost or market. Costs for certain domestic chemical inventories (24% of total chemical inventories) are determined using the last-in, first-out method. Costs for other chemical inventories are determined by specific lot using purchase price and cost to manufacture, which includes material, labor and overhead. If the cost of all chemical inventories had been determined using the specific cost method, inventories would have been $1,627,000, $3,161,000, $3,252,000 and $6,538,000 higher than reported at December 31, 1999, 1998, 1997 and 1996, respectively. NOTE 4: DISCONTINUED OPERATIONS On November 22, 1999, the Company announced its strategic decision to seek a buyer for its B-Line Systems metal business. B-Line Systems manufactures and markets a complete line of metal products used in the installation and retrofitting of electrical, mechanical and telecommunications applications. The sale of the metal operations is expected to be completed during fiscal year 2000. The metal operations are accounted for as discontinued operations, and accordingly, operating results and net assets are segregated in the accompanying Consolidated Statements of Income and Consolidated Balance Sheets. The net current assets of this discontinued operation are primarily accounts receivable, inventory, accounts payable and accrued expenses. Net noncurrent assets are primarily property, plant and equipment and goodwill. Operating results for the metal business are included in the Consolidated Statements of Income as net income from discontinued operations for all periods presented. Results for discontinued operations are as follows (in thousands): Exhibit 13
Years ended December 31, 1999 1998 1997 - -------------------------------------------------------------------------------- Net sales $252,587 $228,363 $225,383 - -------------------------------------------------------------------------------- Income before income taxes $ 37,563 $ 34,048 $ 37,123 Provision for income taxes 13,898 12,597 13,735 - -------------------------------------------------------------------------------- Net income $ 23,665 $ 21,451 $ 23,388 - --------------------------------------------------------------------------------
NOTE 5: NOTES PAYABLE At December 31, 1999 the Company had credit facilities totaling $100,000,000. Borrowings under these facilities of $13,500,000 at a weighted average interest rate of 5.9% and $25,250,000 at a weighted average interest rate of 5.5% were outstanding at December 31, 1999 and 1998, respectively. Part of the credit facilities contain financial covenants related to working capital and net worth. The Company is in full compliance with these covenants. In January 2000, the Company increased its credit facilities with various commercial banks to $300,000,000 expiring at different times through December 15, 2000. The Company intends to renew these facilities as they expire or substitute similar facilities for any that are not renewed. All of these facilities may be terminated before their expiration dates upon notice by either party. Interest rates for all facilities are based on federal funds, LIBOR, prime, eurocurrency or other rates offered by the lending banks. Notes payable by international subsidiaries were $7,165,000 and $4,348,000 at December 31, 1999 and 1998, respectively. The notes are payable in local currencies with weighted average interest rates of 2.2% and 5.3% at December 31, 1999 and 1998, respectively. NOTE 6: LONG TERM DEBT Long-term debt consists of the following (in thousands):
December 31, 1999 1998 - -------------------------------------------------------------------------------- Total $ 348 $ 1,039 Less-Current maturities (143) (624) - -------------------------------------------------------------------------------- $ 205 $ 415 - --------------------------------------------------------------------------------
Total interest expense incurred by the Company, net of immaterial amounts capitalized, was $918,000, $920,000 and $734,000 in 1999, 1998 and 1997, respectively. NOTE 7: FINANCIAL DERIVATIVES & RISK MANAGEMENT The Company transacts business in many parts of the world and is subject to risks associated with changing foreign exchange rates. The Company's objective is to minimize the impact of foreign exchange rate changes during the period of time between the original transaction date and its cash settlement. Accordingly, the Company enters into forward currency contracts in order to stabilize the value of receivables and payables denominated in foreign currencies. The Company does not enter into foreign currency transactions for speculative trading purposes. The Company's policy is to maintain hedge coverage only on existing receivables, payables and commitments. The gains and losses on these contracts offset changes in the value of the related exposures. The principal currencies hedged are the British pound, the Euro, German mark, Swiss franc, Japanese yen and Canadian dollar. The duration of the hedge contracts typically does not exceed six months. The counterparties to the contracts are large, reputable commercial banks and, accordingly, the Company expects all counterparties to meet their obligations. The amount of open forward exchange contracts at December 31, 1999 and 1998 was $335.2 million and $294.5 million, respectively. Exhibit 13 NOTE 8: LEASE COMMITMENTS The Company and its subsidiaries lease manufacturing, office and warehouse facilities and computer equipment under non-cancelable leases expiring at various dates. Rent charged to operations was $13,764,000, $11,253,000 and $8,225,000 in 1999, 1998 and 1997, respectively. Minimum rental commitments for non-cancelable leases in effect at December 31, 1999, are as follows (in thousands): 2000..................$10,234 2001....................7,131 2002....................4,903 2003....................3,341 2004....................2,531 2005 and thereafter....17,095
NOTE 9: INCOME TAXES The provision for income taxes for continuing operations consists of the following (in thousands):
1999 1998 1997 - ------------------------------------------------------------------------------- Current: Federal $ 34,110 $ 39,017 $ 53,392 State 2,410 3,163 5,547 International 12,519 11,613 9,107 - ------------------------------------------------------------------------------- Total current 49,039 53,793 68,046 - ------------------------------------------------------------------------------- Deferred: Federal 6,320 7,290 4,458 State 479 588 631 International (726) 1,975 (175) - ------------------------------------------------------------------------------- Total deferred 6,073 9,853 4,914 - ------------------------------------------------------------------------------- Provision for income taxes $ 55,112 $ 63,646 $ 72,960 - -------------------------------------------------------------------------------
A reconciliation of statutory and effective tax rates is as follows:
- ------------------------------------------------------------------------------- 1999 1998 1997 - ------------------------------------------------------------------------------- Statutory tax rate 35.0% 35.0% 35.0% FSC benefits (2.7) (2.1) (2.3) State income taxes, net of federal benefits 1.1 1.3 1.9 Research and development credits (2.9) (4.1) -- International taxes (3.1) .2 (1.1) Other, net (.3) .2 .3 - ------------------------------------------------------------------------------- Total effective tax rate on continuing operations 27.1% 30.5% 33.8% - -------------------------------------------------------------------------------
Exhibit 13 The research and development credit is a benefit of the Company's commitment of resources to new and enhanced products. The international tax rate reduction of 3.1% in 1999 is a benefit from international restructuring. Deferred income tax provisions reflect the effect of temporary differences between financial statement and tax reporting of income and expense items. The net deferred tax liability at December 31, which is included in other liabilities in the consolidated balance sheets, results from the following temporary differences (in thousands):
1999 1998 - -------------------------------------------------------------------------------- Gross deferred assets: Inventories $ 20,600 $ 17,377 Pension and postretirement benefit plans 12,806 12,645 - -------------------------------------------------------------------------------- Total 33,406 30,022 Gross deferred liabilities: Depreciation (35,501) (31,335) Other (19,314) (13,010) - -------------------------------------------------------------------------------- Total (54,815) (44,345) - -------------------------------------------------------------------------------- Net deferred tax liability $(21,409) $(14,323) - --------------------------------------------------------------------------------
United States taxes are not provided on unremitted earnings and related cumulative translation adjustments of international subsidiaries because the Company intends to reinvest the earnings indefinitely. The estimated amount of income taxes that would be incurred should such earnings be distributed is not significant due to the availability of foreign tax credits. The Company has a Foreign Sales Corporation ("FSC") subsidiary which is taxed at a lower effective tax rate on its income from U.S. export sales. NOTE 10: CONTINGENT LIABILITIES AND COMMITMENTS At December 31, 1999, there were no known contingent liabilities (including guarantees, pending litigation, taxes and other claims) that management believes will be material in relation to the Company's financial position, nor were there any material commitments outside the normal course of business. NOTE 11: COMMON STOCK The Company's deferred compensation plan provides for cash and common stock payments to certain key employees. Under this plan, a bonus pool is calculated by a formula based on the amount of increase in profitability. Bonus units are then awarded. Bonus units are distributed five years after being awarded in the form of one share of common stock for each bonus unit. In addition, the Company makes cash payments equal to the amount of Federal income taxes the employee would be required to pay for the receipt of such stock and cash at the highest marginal Federal income tax rate. Expenses for this plan are recorded during the period for which the calculation is made. During 1999, 1998 and 1997, 28,700, 38,200 and 23,000 shares of common stock, respectively, were issued under this plan. At December 31, 1999, 88,750 bonus units were awarded but not distributed. This plan permits issuance of a maximum of 2,400,000 shares of the Company's common stock, of which 1,521,010 shares remain to be awarded. The Company has a Directors' Non-Qualified Share Option Plan. This plan permits the award of non-qualified stock options to purchase up to 400,000 shares of the Company's common stock to those members of the Board of Directors who are not employees of the Company. Under this plan, the seven non-employee directors received an initial option to purchase 10,000 shares of common stock. Additional awards of options to purchase 2,000 shares are made to each eligible director on the day after each annual shareholder's meeting. Options were granted in the amount of 14,000 shares and 84,000 shares for 1999 and 1998, respectively, at prices ranging from $33.125 to $40.13. Options for 302,000 shares remain to be granted at December 31, 1999. Exhibit 13 The Company's Share Option Plan of 1995, which replaced the Share Option Plan of 1987, permits the granting of incentive stock options or non-qualified options to purchase up to 4,000,000 shares of the Company's common stock through 2005. Incentive stock options may not have an option price of less than the fair market value of the shares at the date of the grant. Options generally become exercisable one year following the grant date and expire ten years after the grant date. Options granted in 1999, 1998 and 1997 to purchase 312,000, 235,000 and 160,000 shares, respectively, become exercisable over a one to five year period. Options granted in 1998 for 25,000 shares become exercisable over a ten year period. Options to purchase 371,732 shares of the Company's common stock under this plan remain to be granted at December 31, 1999. The Company's Share Option Plan of 1987 permitted the granting of incentive stock options or non-qualified options to purchase up to 2,000,000 shares of the Company's common stock through 1997. Options granted had an option price equal to the market value of the shares at the date of the grant. The options expire no later than 2005. The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation." Accordingly, no compensation cost has been recognized for the stock option plans. Had compensation cost for the Company's stock option plans been determined based on the fair value at the grant date for awards in 1999, 1998 and 1997 consistent with the provisions of this statement, the Company's net income and net income per share would have been as follows (in thousands, except net income per share):
1999 1998 1997 - -------------------------------------------------------------------------------- Pro-forma net income $ 164,326 $ 164,368 $ 157,478 Net income per share - Basic $ 1.63 $ 1.63 $ 1.57 Net income per share - Diluted $ 1.63 $ 1.62 $ 1.53
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for 1999: dividend yield of .86%, expected volatility of 24.2%, risk-free interest rate of 6.69% and expected life based on historical exercise periods of 6.0 years. The weighted-average assumptions for 1998 and 1997 were as follows: dividend yield of .80% and .70%, expected volatility of 23.7% and 17.9%, risk-free interest rate of 4.68% and 5.75% and expected life based on historical exercise periods of 6.0 years and 6.5 years, respectively. The following table summarizes information about stock options outstanding at December 31, 1999:
Options Outstanding Options Exercisable --------------------------------------------------- --------------------------------------- Number Wtd. Avg. Wtd. Avg. Wtd.Avg. Outstanding Remaining Exercise Number Exercisable Exercise Range of Exercise Prices at 12/31/99 Contractual Life Price at 12/31/99 Price - ------------------------------------------------------------------------------------------------------------------------------------ $16.25 to $24.00 501,450 51.2 months $19.59 501,450 $19.59 $24.875 to $31.25 2,235,561 88.8 months 26.90 1,051,061 26.71 $31.75 to $36.00 908,000 94.2 months 35.49 886,000 35.56 $36.875 to $40.75 253,000 97.7 months 38.30 253,000 38.30 - ------------------------------------------------------------------------------------------------------------------------------------ 3,898,011 85.8 months 28.67 2,691,511 29.35 - ------------------------------------------------------------------------------------------------------------------------------------
A summary of the combined activity and balances for the Company's stock options for the plans as of December 31, 1999, 1998 and 1997 and changes during the years ended on those dates is as follows: Exhibit 13
1999 1998 1997 -------------------- ---------------------- ------------------- Wtd. Avg. Wtd. Avg. Wtd. Avg. Exercise Exercise Exercise Shares Price Shares Price Shares Price - ------------------------------------------------------------------------------------------------- Options outstanding, beginning of year 3,242,257 $29.05 3,228,698 $27.91 2,396,636 $23.43 Options granted 1,240,000 27.16 362,000 34.95 1,170,000 35.42 Options exercised (253,114) 23.47 (286,709) 21.02 (310,388) 22.17 Options cancelled (331,132) 32.70 (61,732) 28.95 (27,550) 24.17 - ------------------------------------------------------------------------------------------------- Options outstanding, end of year 3,898,011 28.67 3,242,257 29.05 3,228,698 27.91 - ------------------------------------------------------------------------------------------------- Options exercisable at year-end 2,691,511 29.35 2,880,257 28.48 2,066,702 23.64 Weighted average fair value of options granted during the year $9.69 $10.77 $11.16
NOTE 12: COMPANY OPERATIONS BY GEOGRAPHIC SEGMENT The United States sales to unaffiliated customers presented in the summary below include sales to international markets as follows (in thousands): Year Amount Year Amount Year Amount 1999 $33,754 1998 $56,078 1997 $78,576
- -------------------------------------------------------------------------------------------- 1999 1998 1997 - -------------------------------------------------------------------------------------------- Net sales to unaffiliated customers: United States $ 499,647 $ 486,951 $ 486,685 International 538,298 478,976 415,016 Net intercompany sales between geographic areas: United States 214,904 199,438 190,952 International 41,796 52,337 42,252 Eliminations (256,700) (251,775) (233,204) - -------------------------------------------------------------------------------------------- Total $ 1,037,945 $ 965,927 $ 901,701 - -------------------------------------------------------------------------------------------- Income before provision for income taxes: United States $ 164,603 $ 166,726 $ 188,095 International 40,261 40,412 31,689 Eliminations (1,147) 1,404 (4,153) - -------------------------------------------------------------------------------------------- Total $ 203,717 $ 208,542 $ 215,631 - -------------------------------------------------------------------------------------------- Identifiable assets at December 31: United States $ 815,133 $ 823,292 $ 685,876 International 534,684 552,930 448,054 Eliminations (52,964) (99,135) (42,784) Net assets from discontinued operations 135,148 139,585 134,964 - -------------------------------------------------------------------------------------------- Total $ 1,432,001 $ 1,416,672 $ 1,226,110 - --------------------------------------------------------------------------------------------
NOTE 13: RESTRUCTURING ACTIVITIES Exhibit 13 On November 22, 1999, the Company announced plans to reorganize the chemical business based upon an evaluation of competitive conditions in the market. Accordingly, the Company recorded a restructuring charge of $3,900,000, of which $400,000 was paid through December 31, 1999. The major component of the restructuring charge relates to severance packages for positions eliminated in the reorganization. NOTE 14: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS The Company maintains several retirement plans covering substantially all U.S. employees who are not members of a collective bargaining unit and employees of certain international subsidiaries. Pension benefits are generally based on years of service and compensation. The Company also maintains postretirement health and welfare benefit plans covering most of its U.S. employees who are not members of a collective bargaining unit. Benefits are subject to deductibles, co-payment provisions and coordination with benefits available under Medicare. The Company may amend the plans periodically. The following chart summarizes the balance sheet impact, as well as the benefit obligation, assets, funded status and rate assumptions associated with the pension and postretirement medical benefit plans. Exhibit 13
Pension Plans ------------------------------------------------- Postretirement medical United States International benefit plans - ----------------------------------------------------------------------------------------------------------- 1999 1998 1999 1998 1999 1998 --------------------------------------------------------------------------- Reconciliation of funded status of the plans and the amounts included in the Company's consolidated balance sheets (in thousands): Change in benefit obligations Beginning obligations $ 60,090 $ 52,372 $ 50,564 $ 45,655 $ 38,078 $ 35,898 Service cost 3,634 3,350 2,532 2,614 1,908 1,628 Interest cost 4,188 3,939 2,561 2,484 2,788 2,444 Plan participant contributions -- -- 1,158 1,201 -- -- Amendments -- -- 598 -- -- -- Foreign currency exchange rate changes -- -- (4,572) 1,211 -- -- Actuarial (gains)/losses (2,718) 4,448 259 (1,725) (4,392) (767) Benefits paid (6,414) (4,019) (948) (876) (1,479) (1,125) - ----------------------------------------------------------------------------------------------------------- Ending obligations 58,780 60,090 52,152 50,564 36,903 38,078 - ----------------------------------------------------------------------------------------------------------- Changes in plans' assets Beginning fair value 72,818 59,188 58,693 50,629 -- -- Actual return on plans' assets 14,497 8,693 5,334 4,499 -- -- Foreign currency exchange rate exchanges -- -- (5,150) 1,317 -- -- Employer contributions 3,650 8,956 1,872 1,923 1,479 1,125 Plan participant contributions -- -- 1,158 1,201 -- -- Benefits paid (6,414) (4,019) (948) (876) (1,479) (1,125) - ----------------------------------------------------------------------------------------------------------- Ending fair value 84,551 72,818 60,959 58,693 -- -- - ----------------------------------------------------------------------------------------------------------- Balance sheet amount Funded status 25,771 12,728 8,807 8,129 (36,903) (38,078) Unrecognized net actuarial gain (14,204) (3,670) (6,221) (5,375) (5,736) (1,344) Unrecognized prior service cost 8,634 9,424 1,763 1,366 -- -- Unrecognized net transition asset (454) (545) (127) (173) -- -- - ----------------------------------------------------------------------------------------------------------- Net balance sheet asset/(liability) $ 19,747 $ 17,937 $ 4,222 $ 3,947 $(42,639) $(39,422) - ----------------------------------------------------------------------------------------------------------- Weighted average assumptions as of December 31 Discount rate 8.00% 6.75% 5.50% 5.30% 8.00% 6.75% Expected return on plan assets 9.50% 9.50% 7.00% 6.90% n/a n/a Compensation rate increase 5.50% 4.25% 4.40% 4.30% n/a n/a
Exhibit 13 The components of the net periodic benefit costs are as follows (in thousands):
Pension plans --------------------------------------------------------------- Postretirement medical United States International benefit plans --------------------------------------------------------------------------------------------- 1999 1998 1997 1999 1998 1997 1999 1998 1997 - -------------------------------------------------------------------------------------------------------------------- Service cost $ 3,634 $ 3,350 $ 3,159 $ 2,532 $ 2,614 $ 2,149 $ 1,908 $ 1,628 $ 1,436 Interest cost 4,188 3,939 3,765 2,561 2,484 2,269 2,787 2,444 2,362 Expected return on plan assets (6,680) (5,630) (4,557) (3,823) (3,641) (3,169) -- -- -- Amortization 699 699 699 (12) (17) 62 -- -- (6) - -------------------------------------------------------------------------------------------------------------------- Net periodic benefit cost $ 1,841 $ 2,358 $ 3,066 $ 1,258 $ 1,440 $ 1,311 $ 4,695 $ 4,072 $ 3,792 - --------------------------------------------------------------------------------------------------------------------
Assumed health care cost trend rates have a significant effect on the amounts reported for the postretirement health and welfare benefit plans. Medical costs were assumed to increase at an annual rate of 6.5% in 1999, decreasing ratably to a growth rate of 5% in 2002 and remaining at 5% per year thereafter. The effects of a one percentage point decrease in the assumed health care cost trend rates on the aggregate service and interest cost components and on the postretirement benefit obligations are decreases of $262,000 and $1,958,000, respectively. The effects of a one percentage point increase on the aggregate service and interest cost components and on the postretirement benefit obligations are increases of $281,000 and $2,120,000, respectively. Benefits are funded as claims are paid. The Company's 401(k) retirement savings plan provides retirement benefits to eligible U.S. employees in addition to those provided by the defined benefit plan. The plan permits participants to voluntarily defer up to 15% 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 employee's salary deferral. The Company's policy is to fully fund this plan. The cost for this plan was $5,831,000, $6,008,000 and $5,798,000 for the years ended December 31, 1999, 1998 and 1997, respectively. NOTE 15: EARNINGS PER SHARE A reconciliation of basic and diluted earnings per share, together with the related shares outstanding is as follows (in thousands, except per share amounts):
1999 1998 1997 - ----------------------------------------------------------------------------------------------- Net income available to common shareholders Net income from continuing operations ............. $ 148,605 $ 144,896 $ 142,671 Net income from discontinued operations ........... 23,665 21,451 23,388 - ----------------------------------------------------------------------------------------------- Net income ........................................ $ 172,270 $ 166,347 $ 166,059 - ----------------------------------------------------------------------------------------------- Weighted average shares Basic shares ...................................... 100,672 100,540 100,210 Effect of dilutive securities - options outstanding 312 648 2,594 - ----------------------------------------------------------------------------------------------- Diluted shares .................................... 100,984 101,188 102,804 - ----------------------------------------------------------------------------------------------- Net income per share - Basic Net income from continuing operations ............. $ 1.47 $ 1.44 $ 1.43 Net income from discontinued operations ........... .24 .21 .23 - ----------------------------------------------------------------------------------------------- Net income ........................................ $ 1.71 $ 1.65 $ 1.66 - ----------------------------------------------------------------------------------------------- Net income per share - Diluted Net income from continuing operations ............. $ 1.47 $ 1.43 $ 1.39 Net income from discontinued operations ........... .24 .21 .23 - ----------------------------------------------------------------------------------------------- Net income ........................................ $ 1.71 $ 1.64 $ 1.62 - -----------------------------------------------------------------------------------------------
Exhibit 13 Selected Financial Data (unaudited) - -------------------------------------------------------------------------------- Common Stock Data: (per share) - --------------------------------------------------------------------------------
1999 Price Range 1998 Price Range Dividends ------------------------------------------------------------------- High Low High Low 1999 1998 ------------------------------------------------------------------- First Quarter ... $30-3/4 $24-1/2 $42-3/4 $35-3/4 $ .0725 $ .0700 Second Quarter .. 35-1/4 28-5/8 41-5/8 32-9/16 .0725 .0700 Third Quarter ... 35-1/4 30-3/8 36 25-3/4 .0725 .0700 Fourth Quarter .. 33-3/16 26-9/16 33-3/4 27-11/16 .0775 .0725
The common stock is traded on the National Market System ("NMS") of the National Association of Securities Dealers Automated Quotation System ("NASDAQ"). The trading symbol is SIAL. Options in the Company's common stock are traded on the Chicago Board Options Exchange. Annual Financial Data: (in millions, except per share data)
- ------------------------------------------------------------------------------------------------------------------------ 1999 1998 1997 1996 1995 - ------------------------------------------------------------------------------------------------------------------------ Net sales ........................................ $ 1,037.9 $ 965.9 $ 901.7 $ 833.0 $ 775.8 Net income from continuing operations ............ 148.6 144.8 142.7 128.3 114.3 Per share: Net income from continuing operations - Basic . 1.47 1.44 1.43 1.28 1.15 Net income from continuing operations - Diluted 1.47 1.43 1.39 1.26 1.13 Dividends ..................................... .2950 .2825 .2575 .2275 .1900 Total assets ..................................... 1,432.0 1,416.7 1,226.2 1,080.2 967.0 Long-term debt ................................... .2 .4 .6 3.8 7.7
Quarterly Financial Data: (in millions, except per share data) - --------------------------------------------------------------------------------
1999 Quarter Ended ------------------ March 31 June 30 Sept. 30 Dec. 31 - ------------------------------------------------------------------------------------------------------------- Net sales ............................................... $ 272.3 $ 256.4 $ 257.1 $ 252.1 Gross profit ............................................ 149.8 141.6 140.0 127.1 Net income from continuing operations ................... 39.1 38.8 38.0 32.7 Net income per share from continuing operations - Basic . .39 .38 .38 .33 Net income per share from continuing operations - Diluted .39 .38 .38 .33 1998 Quarter Ended ------------------ March 31 June 30 Sept. 30 Dec.31 - ------------------------------------------------------------------------------------------------------------- Net sales ............................................... $ 249.9 $ 234.5 $ 241.8 $ 239.7 Gross profit ............................................ 138.3 132.4 133.3 135.6 Net income from continuing operations ................... 38.2 35.0 36.1 35.5 Net income per share from continuing operations - Basic . .38 .35 .36 .35 Net income per share from continuing operations - Diluted .37 .34 .36 .35
EX-21 4 SUBSIDIARIES OF REGISTRANT Exhibit 21 SIGMA-ALDRICH CORPORATION PRINCIPAL SUBSIDIARIES Sigma-Aldrich Corporation (Delaware), the Registrant: 1) Sigma-Aldrich Co. (Illinois) (A) Sigma Chemical Company (Missouri) (B) Sigma Israel Chemicals, Ltd. (Israel) (C) Sigma-Aldrich Chemie Holding GmbH (Germany) (1) Sigma-Aldrich Chemie GmbH (Germany) (a) Sigma-Aldrich Laborchemikalien GmbH (Germany) (2) Sigma-Aldrich Producktions GmbH (Germany) (D) Aldrich Chemical Company, Inc. (Delaware) (E) Sigma-Aldrich N.V./S.A. (Belgium) (1) Sigma Chemie B.V. (The Netherlands) (F) Aldrich-Chemie GmbH & Co. K.G. (Germany) (G) Aldrich-Chemie Verwaltungs GmbH (Germany) (H) Sigma-Aldrich S.r.l. (Italy) (I) Sigma-Aldrich Chimie S.N.C. (France) (1) Sigma-Aldrich Chemie S.a.r.l. (France) (J) Supelco, Inc. (Delaware) (K) Genosys Biotechnologies, Inc. (Texas) (L) Sigma-Aldrich Business Holdings, Inc. (Delaware) (1) Sigma-Aldrich Research Biochemicals, Inc. (Massachusetts) (M) Sigma-Aldrich Lancaster, Inc. (Missouri) (1) Carbolabs, Inc. (Connecticut) (2) Techcare Systems, Inc. (California) (N) Sigma Diagnostics, Inc.(Missouri) (O) B-Line Systems Manufacturing, Inc.(Delaware) 2) B-Line Systems, Inc. (Illinois) 3) Sigma-Aldrich, Inc. (Wisconsin) 4) Sigma-Aldrich & Subs Foreign Sales Corporation (Barbados) 5) Fluka Holding AG (Switzerland) (A) Fluka Chemie GmbH (B) Fluka Production GmbH (C) Fluka GmbH 6) Sigma-Aldrich Company, Ltd. (United Kingdom) (A) Sigma-Genosys Limited 7) Sigma-Aldrich Foreign Holding Co. (Missouri) (A) Sigma-Aldrich Quimica S.A. (Spain) (B) Sigma-Aldrich Pty., Limited (Australia) (C) Sigma-Aldrich Canada Ltd. (Canada) (D) Sigma-Aldrich Spol. s.r.o. (Czech Republic) (E) Sigma-Aldrich Quimica Brasil Ltda. (Brazil) (F) Sigma-Aldrich Quimica, S.A. de C.V. (Mexico) (G) Sigma-Aldrich Handels GmbH (Austria) (H) Sigma-Aldrich Kft (Hungary) (I) Sigma-Aldrich Sp. zo.o (Poland) (J) Sigma-Aldrich Japan KK (Japan) (K) Sigma-Aldrich Ireland Ltd. (Ireland) (L) Sigma-Aldrich (OM) Ltd. (Greece) (M) Sigma-Aldrich de Argentina, S.A. (Argentina) (N) Sigma-Aldrich (Pty.) Ltd. (South Africa) (O) Sigma-Aldrich Pte. Ltd. (Singapore) F-5 Exhibit 21 (P) Sigma-Aldrich Korea Ltd. (Korea) (Q) Sigma-Aldrich Sweden AB (Sweden) (R) Sigma-Aldrich Norway AS (Norway) (S) Sigma-Aldrich A/S (Denmark) (T) Ya-Kemia Oy (Finland) (U) Sigma-Aldrich Financial Services Limited (Ireland) 8) Sigma-Aldrich Finance Co. (Missouri) F-6 EX-27.1 5 FINANCIAL DATA SCHEDULE DATED 12/31/1999
5 1,000 YEAR DEC-31-1999 DEC-31-1999 43,847 0 193,471 9,695 408,518 774,571 844,265 362,529 1,432,001 105,612 205 0 0 100,905 1,158,446 1,432,001 1,037,945 1,037,945 479,406 479,406 350,922 0 844 203,717 55,112 148,605 23,665 0 0 172,270 1.71 1.71
EX-27.2 6 FINANCIAL DATA SCHEDULE DATED 12/31/1998
5 1,000 YEAR DEC-31-1998 DEC-31-1998 24,345 0 194,063 6,473 414,559 756,894 786,106 324,420 1,423,819 126,209 415 0 0 100,623 1,216,380 1,416,672 965,927 965,927 426,355 426,355 331,030 0 881 208,542 63,646 144,896 21,451 0 0 166,347 1.65 1.64
EX-27.3 7 FINANCIAL DATA SCHEDULE DATED 12/31/1999
5 1,000 YEAR DEC-31-1997 DEC-31-1997 46,226 0 151,284 0 371,742 689,488 661,233 276,558 1,226,110 102,293 205 0 0 100,377 959,957 1,226,110 901,701 901,701 391,644 391,644 294,426 0 625 215,631 72,960 142,671 23,388 0 0 166,059 1.66 1.62
EX-27.4A 8 FINANCIAL DATA SCHEDULE DATED 12/13/1999
5 1,000 3-MOS DEC-31-1999 MAR-31-1999 51,385 0 215,144 0 412,463 807,748 796,198 332,614 1,459,765 160,035 785 0 0 100,778 1,137,490 1,459,765 272,250 272,250 122,416 122,416 91,969 0 0 57,865 18,811 39,054 5,548 0 0 44,602 .44 .44
EX-27.4B 9 FINANCIAL DATA SCHEDULE DATED 3/31/1998
5 1,000 3-MOS DEC-31-1998 MAR-31-1998 44,418 0 180,414 0 378,757 729,951 682,911 285,211 1,278,728 120,708 1,044 0 0 100,503 993,131 1,278,728 249,910 249,910 111,593 111,593 80,866 0 0 57,481 19,193 38,258 5,902 0 0 44,160 .44 .43
EX-27.5A 10 FINANCIAL DATA SCHEDULE DATED 6/30/1999
5 1,000 6-MOS DEC-31-1999 JUN-30-1999 31,423 0 214,433 0 410,113 779,570 809,962 342,481 1,428,605 101,707 358 0 0 100,799 1,166,950 1,428,605 528,648 528,648 237,136 237,136 176,724 0 0 114,788 36,911 77,877 11,151 0 0 89,028 .88 .88
EX-27.5B 11 FINANCIAL DATA SCHEDULE DATED 6/30/1998
5 1,000 6-MOS DEC-31-1998 JUN-30-1998 18,560 0 186,631 0 390,920 720,218 715,103 295,618 1,298,136 103,423 1,020 0 0 100,588 1,030,322 1,298,136 484,384 484,384 213,732 213,732 160,735 0 0 109,947 36,686 78,231 12,029 0 0 85,260 .85 .84
EX-27.6A 12 FINANCIAL DATA SCHEDULE DATED 9/30/1999
5 1,000 9-MOS DEC-31-1999 SEP-30-1999 90,821 0 215,320 0 416,379 836,283 835,661 357,957 1,492,132 116,075 362 0 0 100,889 1,215,558 1,492,132 785,814 785,814 354,338 354,338 260,981 0 0 170,495 54,572 115,923 17,351 0 0 133,274 1.32 1.32
EX-27.6B 13 FINANCIAL DATA SCHEDULE DATED 9/30/1998
5 1,000 9-MOS DEC-31-1998 SEP-30-1998 25,077 0 205,380 0 406,770 750,552 752,470 313,367 1,356,625 105,799 1,020 0 0 100,614 1,085,828 1,356,625 726,178 726,178 322,213 322,213 239,748 0 0 164,247 54,842 109,375 17,291 0 0 126,666 1.26 1.25
-----END PRIVACY-ENHANCED MESSAGE-----