10-K 1 d10k.txt FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 ------------------ 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: $3,326,480,264 March 8,2002 ------------------------ ---------------------------- Value Date of Valuation Number of shares of the registrant's common stock, $1.00 par value, outstanding as of March 8, 2002 was 73,100,217. 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 16-36 of the Annual Report to Shareholders for the year ended December 31, 2001 Parts I, II and IV Proxy Statement for the 2002 Annual Meeting of Shareholders Part III The Index to Exhibits is located on page F-2 of this report. 1 This Annual Report on Form 10-K (the Report) may be deemed to include or incorporate 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 preceded by, followed by, or that include the words "believes," "expects," "anticipates," "should" or similar expressions, and other statements contained herein regarding matters that are not historical facts. Additionally, the Report contains forward-looking statements relating to future performance, goals, strategic actions and initiatives and similar intentions and beliefs, including without limitation statements regarding the Company's expectations, goals, beliefs, intentions and the like regarding future sales, earnings, return on equity and other matters. These statements involve assumptions regarding the Company's operations, investments and acquisitions and the conditions in the markets the Company serves. Although the Company believes its expectations are based on reasonable assumptions, such statements are subject to risks and uncertainties, including, among others, certain economic, political and technological factors. Actual results could differ materially from those stated or implied in the forward-looking statements herein, due to, but not limited to, such factors as changes in prices and the competitive business environment, other changes in the business environment in which the Company operates, changes in research funding, uncertainties surrounding government healthcare reform, government regulations applicable to the business, including without limitation, export controls, the impact of fluctuations in interest rates and foreign currency exchange rates and the effectiveness of the Company's further implementation of its global software systems. The Company does not undertake any obligation to update these forward-looking statements. PART I -------------------------------------------------------------------------------- Item 1. Business. -------------------------------------------------------------------------------- (a) General development of business. -------------------------------------------------------------------------------- Sigma-Aldrich Corporation ("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. The Company's principal executive offices are located at 3050 Spruce Street, St. Louis, Missouri, 63103. On February 16, 2001, the Company acquired the stock of Isotec, Inc., a leading producer and supplier of stable isotopes and isotopically labeled compounds used in life science research, medical diagnostics and PET imaging applications. The purchase price was $37.2 million. In August 2000, the Company acquired the assets of Amelung GmbH for $28 million, which included an initial payment of $25 million and assumed debt of $3 million. A payment of up to an additional $6 million may be made in mid-2003 if there have been no adverse impacts against the seller's representations at that time. Amelung GmbH uses leading edge technology to develop and manufacture coagulation analyzer instruments. In July 2000, the Company acquired the stock of First Medical, Inc. First Medical has developed a rapid immunoassay system that provides results to diagnose acute myocardial infarction. The initial investment was $15 million, with additional payments required if certain contingent sales and income growth targets are met through 2005. In May 2000, the Company acquired the stock of ARK Scientific GmbH for $2 million. ARK is among the leading manufacturers and suppliers of custom synthetic DNA (oligonucleotides or "oligos") to life science researchers in Europe. On March 27, 2000, the Company reached an agreement to sell its B-Line Systems metal business to Cooper Industries, Inc. On May 1, 2000, the Company completed the sale to Cooper Industries, Inc. for $425.2 million. Final purchase price adjustments increased the sale amount to $430.4 million. The funds received from the sale were used to repurchase shares and reduce outstanding borrowings and for other general corporate purposes. 2 The metal operations are accounted for as discontinued operations, and accordingly, operating results are segregated in the Consolidated Statements of Income. (b) Financial information about segments. -------------------------------------------------------------------------------- Information concerning the Company's business units is provided in Note 12 to the Company's consolidated financial statements on page 30 of the 2001 Annual Report which is incorporated herein by reference. (c) Narrative description of business. -------------------------------------------------------------------------------- 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 chemical products and kits are used in scientific and genomic research, biotechnology, pharmaceutical development, the chemical industry and for the diagnosis of disease. The Company operates in 33 countries, offers more than 85,000 chemical products and distributes these products in over 160 countries. Products: The Company's life science products are used in many applications and disciplines, including molecular biology, cell biology, cell culture, protein analysis and chromatography, DNA sequencing and gene studies. Approximately 70% of the products supplied through the Scientific Research unit consist of biochemicals, organic chemicals, reagents and other products used by customers at universities, government institutions, non-profit organizations, pharmaceutical, diagnostic and biotechnology companies. The remaining 30% of the Scientific Research products are complex and very pure organic and inorganic chemicals and analytical reagents used in high technology research. The products marketed through the Biotechnology unit are biochemicals and kits used in biotechnology, genomic and proteomic research and chromotography applications. Additional products supplied in Biotechnology relate to the areas of immunology, cell culture, molecular biology, cell signaling and neuroscience. The Fine Chemicals unit is a top 25 supplier of large scale organic chemicals and biochemicals used in development and production by pharmaceutical, biotechnology and diagnostic companies. The Diagnostics unit is a niche supplier of diagnostic reagents and instruments used in the diagnosis of disease. The main focus for diagnostics is in clinical chemistry, coagulation and immunochemistry, including coagulation analyzers and point-of-care cardiac testing. Customers for the Company's diagnostic reagents and equipment include hospitals, doctors and commercial laboratories and universities. Status of products: Due to continuing developments in life science and other scientific 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. Sales and Distribution: During the year ended December 31, 2001, products were sold to over 60,000 accounts representing over 1,000,000 individual customers, including hospitals, universities, pharmaceutical companies and clinical laboratories as well as private and governmental research laboratories. Small orders in laboratory quantities averaging approximately $300 accounted for 76% of the Company's sales in 2001. The Company also makes its chemical products available in larger-than-normal laboratory quantities for use in manufacturing. Sales of these products accounted for 18% of sales. 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 the remaining 6% of the Company's sales. 3 Customers and potential customers, wherever located, are encouraged to contact the Company by telephone ("collect" or on "toll-free" WATS lines) or via its homepage on the World Wide Web (sigma-aldrich.com) for technical staff consultation or for placing orders. 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 inventory levels required to maintain this policy. Production and Purchasing: The Company has chemical production facilities in Milwaukee and Sheboygan, Wisconsin; St. Louis, Missouri; Houston, Texas; Bellefonte, Pennsylvania; Germany; Israel; Switzerland and the United Kingdom. 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 over 85,000 products listed in the Sigma, Aldrich, Fluka/Riedel-de Haen and Supelco catalogs, of which the Company produces approximately 40,000 products, or roughly 55% of sales in 2001. Products not manufactured by the Company are purchased from many sources either under contract or in the open market. No one of the Company's 10,000 suppliers 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. Quality control is performed by a staff of chemists and lab technicians utilizing highly calibrated equipment. Patents and Trademarks: The Company holds approximately 180 issued or pending patents and has roughly 425 licensing agreements worldwide. The Company's significant trademarks are the brand names, "Sigma", "Aldrich", "Fluka", "Riedel-de Haen" and "Supelco". The brands are marketed through business units called "Sigma-Aldrich Scientific Research", Sigma-Aldrich Biotechnology", "Sigma-Aldrich Fine Chemicals" and "Sigma Diagnostics". Their related registered logos, which have various expiration dates, are expected to be renewed indefinitely. Dependence on a single customer or product: During the year ended December 31, 2001, no single customer or product accounted for more than 2% of the Company's net sales. Backlog: The majority of customer orders are shipped from inventory on the day ordered, resulting in limited back-log. Individual items may occasionally be out of stock. These items are shipped as soon as they become available. Some orders for larger-than-normal quantities specify a future delivery date which can create a small backlog; however on December 31, 2001 and 2000, the back-log of firm orders and orders for future delivery was not significant. The Company anticipates that substantially all of the December 31, 2001 back-log will be shipped during 2002. 4 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. While the Company generally offers thousands of chemicals and stock and analyzes many of its products, some of the Company's products are unusual and have relatively little demand. There are many competitors who offer a limited quantity of chemicals. In addition, 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. In all product areas the Company competes primarily on the basis of customer service, product quality and price. The Company markets its chemical products through its four business units: Scientific Research, Biotechnology, Fine Chemicals and Diagnostics. The Company had over 3,500,000 catalogs in the market place in 2001 for the Sigma, Aldrich, Fluka, Riedel-de Haen and Supelco brands with customers and potential customers throughout the world. This is supplemented with advertisements in chemical and other scientific journals, through the use of mailing of special product brochures and by personal visits by sales and technical representatives with customers. Compliance with 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"). However, 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 promulgated under the Act. 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 regulate 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 regulate 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 require the labeling of hazardous substance containers, the supplying of Material Safety Data Sheets ("MSDS") on hazardous products to customers and hazardous substances to which an employee may be exposed in the workplace, the training of 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 require 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's 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. Number of persons employed: The Company had 6,467 employees as of December 31, 2001. The total number employed in the United States was 3,587 with the remaining 2,880 employed by the Company's foreign subisidaries. The Company employs over 2,000 people who have degrees in chemistry, biochemistry, engineering or other scientific disciplines, including approximately 300 with Ph.D. degrees. (d) Financial information about geographic areas. -------------------------------------------------------------------------------- Information concerning geographic segments for the years ended December 31, 2001, 2000 and 1999, is located in Note 12 to the Company's consolidated financial statements on page 30 of the 2001 Annual Report which is incorporated herein by reference. In the year ended December 31, 2001, approximately 52% of the Company's sales were to customers located outside the United States. 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, Korea, Malaysia, Mexico, Netherlands, Norway, Poland, Portugal, Russia, Singapore, South Africa, Spain, Sweden, Switzerland and the 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's FSC subsidiary is taxed at a lower effective tax rate on its income from U.S. export sales. The increase in the FSC benefit in 2001 results from prior year redeterminations. The FSC has been replaced by the Extraterritorial Income Exclusion (EIE) on the Company's U.S. export sales for 2002 and beyond. The EIE will lower the effective tax rate on income from U.S. export sales and produce approximately the same benefit as was provided by the FSC. The Company intends to continue to comply with the provisions of the Internal Revenue Code relating to FSCs and EIE. 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, 2001, approximately 12% of the Company's United States operations' chemical purchases were from international suppliers. 6 (e) Executive Officers of the Registrant. -------------------------------------------------------------------------------- Information regarding executive officers is contained in Part III, Item 10 hereof, and is incorporated herein by reference. Item 2. Properties. -------------------------------------------------------------------------------- The following table shows the location, land area, building area and function of the properties the Company owns or leases. Building Area Land Area (Sq. Ft.) Country (Acres) (In thousands) Function ------- ------- -------------- -------- United States 1,622 3,824 admin.,production,warehousing,distrib. Germany 45 588 admin.,production,warehousing,distrib. Switzerland 13 382 admin.,production,warehousing,distrib. United Kingdom 240 311 admin.,production,warehousing,distrib. Israel 5 131 admin.,production,warehousing,distrib. All Other 34 514 admin.,warehousing,distrib. ------ ----- Total 1,959 5,750 Percent Owned 88% Percent Leased 12% 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 selected 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 Company to the stockholders for a vote during the fourth quarter of 2001. PART II -------------------------------------------------------------------------------- Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. -------------------------------------------------------------------------------- Information concerning the market price of the Company's Common Stock and related shareholder information for the years ended December 31, 2001 and 2000 is located on page 36 of the 2001 Annual Report, which is incorporated herein by reference. As of March 8, 2002, there were 1,214 record holders of the Company'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 16-36 of the 2001 Annual Report. See Index to Financial Statements and Schedules on page F-1 of this report. Those pages of the Company's 2001 Annual Report listed in the Index or referred to in Items 1 through 4 are incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures. -------------------------------------------------------------------------------- Not applicable. ________________________________________________________________________________ 7 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" and section 16(a) "Beneficial Ownership Reporting Compliance" of the 2002 Proxy Statement is incorporated herein by reference. ________________________________________________________________________________ The executive officers of the Registrant are: Name of Executive Officer Age Positions and Offices Held ------------------------- --- ---------------------------------------- Larry S. Blazevich 54 Vice President, Information Systems Terry R. Colvin 46 Vice President, Human Resources David R. Harvey 62 Chairman, President and Chief Executive Officer Michael R. Hogan 48 Chief Financial Officer, Chief Administrative Officer and Secretary David W. Julien 47 President, Biotechnology Rodney L. Kelley 48 Vice President, Safety and Compliance James W. Meteer 51 Vice President, Quality Systems Karen J. Miller 44 Controller Robert Monaghan 55 President, Diagnostics Jai P. Nagarkatti 55 President, Fine Chemicals Kirk A. Richter 55 Treasurer Frank D. Wicks 48 President, Scientific Research There is no family relationship between any of the officers or directors. Mr. Blazevich has been Vice President, Information Systems for more than five years. 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. Dr. Harvey has been Chairman of the Board since January 2001 and became Chief Executive Officer of the Company in November 1999. He served as the Chief Operating Officer of the Company for more than five years until November 1999. He has been President of the Company for more than five years. Mr. Hogan joined Sigma-Aldrich in April 1999 as 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. Mr. Julien was named President of the Biotechnology division in November 1999. Previously he served as President of Sigma from August 1998 to November 1999 and as Vice President of Sigma from November 1995 to August 1998. Mr. Kelley was elected Vice President of Safety and Compliance in August of 1998. He served as Director of Safety for over four years prior to August 1998. Mr. Meteer has been Vice President, Quality Systems of the Company for more than five years. Ms. Miller joined Sigma-Aldrich as Controller 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. 8 Dr. Nagarkatti was named President of the Fine Chemicals 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. Dr. Wicks was named President of the Scientific Research 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 2002 Proxy Statement is incorporated herein by reference. 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 2002 Proxy Statement is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions. -------------------------------------------------------------------------------- Information under the caption "Director Compensation and Transactions" of the 2002 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 2001 Annual Report listed in such Index or referred to in Items 1 through 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-2 of this report. (b) Reports on Form 8-K: None filed in the fourth quarter. 9 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 29, 2002 --------------------------------- -------------- Karen J. Miller, Controller Date KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints 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 or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her 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 or she 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/ David R. Harvey March 29, 2002 ------------------------------------------ -------------- David R. Harvey, Director, Chairman, Date President and Chief Executive Officer By /s/ Karen J. Miller March 29, 2002 ------------------------------------------ -------------- Karen J. Miller, Controller Date By /s/ Michael R. Hogan March 29, 2002 ------------------------------------------ -------------- Michael R. Hogan, Chief Financial Officer, Date Chief Administrative Officer and Secretary By /s/ D. Dean Spatz March 29, 2002 ---------------------------------------- -------------- D. Dean Spatz, Director Date By /s/ Nina V. Fedoroff March 29, 2002 ------------------------------------------- -------------- Nina V. Fedoroff, Director Date By /s/ W. Lee McCollum March 29, 2002 ----------------------------------------- -------------- W. Lee McCollum, Director Date By /s/ Jerome W. Sandweiss March 29, 2002 ------------------------------------------ -------------- Jerome W. Sandweiss, Director Date 10 SIGMA-ALDRICH CORPORATION AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AND SCHEDULES -------------------------------------------------------------------------------- Page Number Reference ------------- Annual Report to Shareholders --------------- Selected financial data for the years 2001, 2000, and 1999 36 Management's discussion and analysis 16 Market risk disclosure 20 FINANCIAL STATEMENTS: Consolidated Balance Sheets December 31, 2001 and 2000 22 Consolidated statements for the years ended December 31, 2001, 2000 and 1999 Income 21 Stockholders' Equity 23 Cash Flows 24 Notes to consolidated financial statements 25 Report of independent public accountants 35 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: Exhibits -------- 2 (a) Sale and Purchase Agreement dated March 27, 2000 by and among --------------------------- Sigma-Aldrich Corporation, a Delaware corporation ("SIAL"), Sigma-Aldrich Co., an Illinois corporation ("SAC"), Sigma-Aldrich Canada Ltd., a corporation organized under the laws of Canada ("Sigma Canada"), Sigma-Aldrich Company Ltd., a corporation organized under the laws of the United Kingdom ("Sigma UK"), Sigma-Aldrich Chemie GmbH, a corporation organized under the laws of Germany("Sigma Germany"), Cooper Industries, Inc., an Ohio corporation ("Cooper"), CBL Acquisition Corp., a Delaware corporation ("CBL") and Cooper Technologies Company, a Delaware Corporation ("CTC", and with SIAL, SAC, Sigma Canada, Sigma UK, Sigma Germany, Cooper and CBL, the "Parties") Sigma-Aldrich Corporation, Sigma-Aldrich Co., Sigma-Aldrich Canada Ltd., Sigma-Aldrich Company Ltd., Sigma-Aldrich Chemie GmbH, as sellers and Cooper Industries, Inc., CBL Acquisition Corp., Cooper Technologies Company, as buyers (schedules omitted). - Incorporated by reference to Exhibit 2(a) of Form 10-Q filed for the quarter ended March 31, 2000, Commission File number 0-8135. (b) First Amendment to the Sale and Purchase Agreement - Incorporated by -------------------------------------------------- reference to Exhibit 2(b) of Form 10-Q for the quarter ended March 31, 2000, Commission File number 0-8135. 3 (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 - Incorporated by reference to Exhibit 3(b) of Form ------------------ 10-K for the period ended December 31, 2000, 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 February 20, 2001 See Exhibit 3(b) above. (c) Rights Agreement, dated as of August 8, 2000 between Sigma-Aldrich ---------------- Corporation and Computershare Investor Services, LLC, as Rights Agent, which includes the form of Right Certificate as Exhibit A and the Summary of Common Stock Purchase Rights as Exhibit B. - Incorporated by reference to Exhibit 1 of Form 8-A12(g) filed on August 10, 2000, Commission File number 0-8135. (d) 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 any 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 of the Incentive Stock Bonus Plan* - ----------------------------------------------------------------- Incorporated by reference to Exhibit 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 Plan of 1987* - Incorporated by reference -------------------------------------------- to Exhibit 10(e) of Form 10-K filed for the year ended December 31, 1992, Commission File Number 0-8135. F-2 (d) Second Amendment to Share Option Plan of 1987* - Incorporated by --------------------------------------------- reference to Exhibit 10(f) of Form 10-K filed for the Year ended December 31, 1994, Commission File Number 0-8135. (e) Third Amendment to Share Option Plan of 1987* - Incorporated by -------------------------------------------- reference to Exhibit 10(e) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135. (f) Fourth Amendment to Share Option Plan of 1987* - Incorporated by --------------------------------------------- reference to Exhibit 10(f) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135. (g) Form of Employment Agreement with former Chairman Carl T. ---------------------------- Cori*(Similar Employment Agreements also exist with David R. Harvey, Larry S. Blazevich, Terry R. Colvin, 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)Incorporated by reference to Exhibit 10 (f) of Form 10-K filed for the year ended December 31, 1992, Commission File Number 0-8135. (h) 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) First Amendment to Share Option Plan of 1995* - Incorporated by -------------------------------------------- reference to Exhibit 10(i) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135. (j) Second Amendment to Share Option Plan of 1995* - Incorporated by --------------------------------------------- reference to Exhibit 10(j) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135. (k) Third Amendment to Share Option Plan of 1995* - Incorporated by -------------------------------------------- reference to Exhibit 10(k) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135. (l) Fourth Amendment to Share Option Plan of 1995* - Incorporated by --------------------------------------------- reference to Exhibit 10(l) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135. (m) Fifth Amendment to Share Option Plan of 1995* - Incorporated by -------------------------------------------- reference to Exhibit 10(m) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135. (n) Directors' Nonqualified Share Option Plan of 1998* - Incorporated by ------------------------------------------------- reference to Exhibit A of the Company's Definitive Proxy statement filed March 27, 1998, Commission File Number 0-8135. (o) First Amendment to Directors' Nonqualified Share Option Plan of 1998* -------------------------------------------------------------------- - Incorporated by reference to Exhibit 10(o) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135. (p) 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 Net Earnings Per Share- --------------------------------------------------------- Incorporated by reference to the information on net earnings per share included in Note 15 to the Company's 2001 financial statements filed as Exhibit 13 below. (13) Pages 16-36 of the Annual Report to Shareholders for the year ended ------------------------------------------------ December 31, 2001. (21) Subsidiaries of Registrant -------------------------- (23) Consent of Independent Public Accountants ----------------------------------------- (99.1) Letter to the Commission Pursuant to Temporary Note 3T to Article 3 of ---------------------------------------------------------------------- Regulation S-X -------------- *Represents management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K. F-3