10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

(Mark one)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedMarch 31, 2013

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 incorporation or organization)	(I.R.S. Employer Identification No.)
3050 Spruce Street, St. Louis, Missouri	63103
(Address of principal executive offices)	(Zip Code)
(Registrant’s telephone number, including area code):	(314) 771-5765
N/A

(Former name, former address and former fiscal year, if changed since last report)

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     

Yes   X     No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer X	Accelerated filer
Non-accelerated filer(Do not check if a smaller reporting company)	Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   No   X  

There were 120,334,566 shares of the Company’s common stock, par value $1.00 per share, outstanding on March 31, 2013.

Table of Contents

		Page
Part I	Financial Information
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	22
Item 4.	Controls and Procedures.	23
Part II	Other Information
Item 1.	Legal Proceedings.	24
Item 1A.	Risk Factors.	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	24
Item 3.	Defaults Upon Senior Securities.	24
Item 4.	Mine Safety Disclosures.	24
Item 5.	Other Information.	24
Item 6.	Exhibits.	24

-i-

Glossary

AOCI	Accumulated Other Comprehensive Income
APAC	Asia Pacific Region
Annual Report	Sigma-Aldrich Corporation Annual Report on Form 10-K for the period ended December 31, 2012
Applied	Applied Business Unit
ASU	Accounting Standards Update
BioReliance	BioReliance Holdings, Inc.
Board	Sigma-Aldrich Corporation Board of Directors
CEO	Sigma-Aldrich Corporation Chief Executive Officer
CFO	Sigma-Aldrich Corporation Chief Financial Officer
Company, we, us or our	Sigma-Aldrich Corporation
EDI	Electronic Data Interchange
Effective tax rate	Income tax expense expressed as a percentage of income before income taxes
EMEA	Europe, Middle East and Asia
EPS	Earnings Per Share
Exchange Act	Securities Exchange Act of 1934
FASB	Financial Accounting Standards Board
Gross profit margin	Gross profit as a percentage of sales
LED	Light-Emitting Diode
Operating income margin	Operating income as a percentage of sales
OCI	Other Comprehensive Income
R&D	Research and Development
Report	Sigma-Aldrich Corporation Quarterly Report on Form 10-Q for the period ended March 31, 2013
Research	Research Business Unit
Research Organics	Research Organics, Inc.
SAFC Commercial	SAFC Commercial Business Unit
SEC	U.S. Securities and Exchange Commission
SG&A	Selling, General and Administrative Expense
Total Americas	North America and South America
U.S. GAAP	U.S. Generally Accepted Accounting Principles

-ii-

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Sigma-Aldrich Corporation

Consolidated Statements of Income (Unaudited)

($ In Millions, Except Per Share Data)

	Three Months Ended March 31,
	2013		2012
Net sales	$	675	$	665
Cost of products and services sold	331		310
Gross profit	344		355
Selling, general and administrative expenses	161		160
Research and development expenses	17		18
Acquisition transaction costs	—		5
Operating income	166		172
Interest, net	1		1
Income before income taxes	165		171
Provision for income taxes	43		54
Net income	$	122	$	117
Net income per share - Basic	$	1.02	$	0.97
Net income per share - Diluted	$	1.01	$	0.96
Weighted average number of shares outstanding - Basic	120		121
Weighted average number of shares outstanding - Diluted	121		122
Dividends per share	$	0.22	$	0.20

See accompanying notes to consolidated financial statements (unaudited).

1

Sigma-Aldrich Corporation

Consolidated Statements of Comprehensive Income (Unaudited)

($ In Millions)

	Three Months Ended March 31,
	2013			2012
Net income	$	122		$	117
Other comprehensive income/(loss), net of tax:
Foreign currency translation gain/(loss), net	(55		)	20
Pension and post retirement, net	2			1
Unrealized gain on securities, net	2			2
Unrealized gain on forward exchange contracts, net	11			—
Total other comprehensive income/(loss)	(40		)	23
Comprehensive income	$	82		$	140

See accompanying notes to consolidated financial statements (unaudited).

2

Sigma-Aldrich Corporation

Consolidated Balance Sheets

($ In Millions, Except Per Share Data)

	March 31, 2013			December 31, 2012
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	471		$	724
Accounts receivable, net	398			356
Inventories	711			722
Deferred taxes	30			32
Other	90			95
Total current assets	1,700			1,929
Property, plant and equipment:
Property, plant and equipment	2,001			2,011
Less - accumulated depreciation	(1,190		)	(1,182		)
Property, plant and equipment, net	811			829
Goodwill, net	675			691
Intangibles, net	270			282
Other	125			89
Total assets	$	3,581		$	3,820
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable	$	89		$	383
Accounts payable	154			160
Payroll	52			55
Income taxes	45			26
Other	74			77
Total current liabilities	414			701
Long-term debt	300			300
Pension and post-retirement benefits	132			135
Deferred taxes	66			64
Other	72			74
Total liabilities	984			1,274
Stockholders' equity:
Common stock, $1.00 par value; 300 million shares authorized; 202 million shares issued at March 31, 2013 and December 31, 2012; 120 million shares outstanding at March 31, 2013 and December 31, 2012	202			202
Capital in excess of par value	294			276
Common stock in treasury, at cost, 82 million shares at March 31, 2013 and December 31, 2012	(2,294		)	(2,271		)
Retained earnings	4,366			4,270
Accumulated other comprehensive income	29			69
Total stockholders' equity	2,597			2,546
Total liabilities and stockholders' equity	$	3,581		$	3,820

See accompanying notes to consolidated financial statements (unaudited).

3

Sigma-Aldrich Corporation

Consolidated Statements of Cash Flows (Unaudited)

($ in Millions)

	Three Months Ended March 31,
	2013			2012
Cash flows from operating activities:
Net income	$	122		$	117
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	35			32
Deferred income taxes	6			20
Stock-based compensation expense	8			6
Other	(2		)	(3		)
Changes in operating assets and liabilities:
Accounts receivable	(51		)	(46		)
Inventories	4			(16		)
Accounts payable	(4		)	6
Income taxes	21			13
Other, net	15			15
Net cash provided by operating activities	154			144
Cash flows from investing activities:
Capital expenditures	(25		)	(32		)
Purchases of short-term investments	(51		)	(16		)
Proceeds from sales of short-term investments	20			21
Acquisitions of businesses, net of cash acquired	—			(389		)
Other, net	(3		)	(3		)
Net cash used in investing activities	(59		)	(419		)
Cash flows from financing activities:
Net issuance/(repayment) of short-term debt	(294		)	193
Dividends	(26		)	(24		)
Share repurchases	(27		)	(25		)
Proceeds from exercise of stock options	10			14
Excess tax benefits from stock-based payments	3			7
Net cash provided by/(used in) financing activities	(334		)	165
Effect of foreign currency exchange rate changes on cash	(14		)	3
Net change in cash and cash equivalents	(253		)	(107		)
Cash and cash equivalents at January 1	724			665
Cash and cash equivalents at March 31	$	471		$	558
Supplemental disclosures of cash flow information:
Income taxes paid	$	12		$	11
Interest paid, net of capitalized interest	$	—		$	—

See accompanying notes to consolidated financial statements (unaudited).

4

Sigma-Aldrich Corporation

Notes to Consolidated Financial Statements (Unaudited)

($ in Millions, Except Share and Per Share Data)

(1)Basis of Presentation

Sigma-Aldrich Corporation, headquartered in St. Louis, Missouri, is a leading Life Science and High Technology company whose biochemical and organic chemical products, kits and services are used in scientific research, including genomic and proteomic research, biotechnology, pharmaceutical development, the diagnosis of disease and as key components in pharmaceutical, diagnostics and high technology manufacturing.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information, the SEC's instructions to Form 10-Q and Article 10 of Regulation S-X and, accordingly, do not include all information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the notes to the Company's consolidated financial statements included in Part II, Item 8 of the Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included in these consolidated financial statements. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

(2)Reclassifications

Certain reclassifications of prior year amounts have been made to conform to the current year presentation.

(3)New Accounting Pronouncements

In February 2013, the FASB issued ASU No. 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income" that requires entities to disclose either on the face of or in the notes to the financial statements the effects of reclassifications out of AOCI. For items reclassified out of AOCI and into net income in their entirety, entities must disclose the effect of the reclassification on each affected net income item. For items that are not reclassified in their entirety into net income, entities must provide a cross reference to other required U.S. GAAP disclosures. This ASU does not change the items currently reported in other comprehensive income and is effective for annual reporting periods beginning after December 15, 2012 and interim periods within those years. The adoption of these provisions did not have a material impact on the consolidated financial statements of the Company.

(4)Income Taxes

There were no material changes in the unrecognized tax benefits of the Company during the three months ended March 31, 2013.

(5)Inventories

The principal categories of inventories are:

	March 31, 2013		December 31, 2012
Finished goods	$	569	$	585
Work in process	39		36
Raw materials	103		101
Total	$	711	$	722

5

(6)Intangible Assets

The Company’s amortizable and unamortizable intangible assets at March 31, 2013 and December 31, 2012 are as follows:

	Cost				Accumulated Amortization
	March 31, 2013		December 31, 2012		March 31, 2013		December 31, 2012
Amortizable intangible assets:
Patents	$	14	$	14	$	8	$	8
Licenses	47		47		18		17
Customer relationships	249		255		65		61
Technical knowledge	48		48		16		15
Other	29		29		22		22
Total amortizable intangible assets	$	387	$	393	$	129	$	123
Unamortizable intangible assets:
Goodwill	$	701	$	717	$	26	$	26
Trademarks and trade names	20		20		8		8
Total unamortizable intangible assets	$	721	$	737	$	34	$	34

The Company recorded amortization expense of $7 for the three months ended March 31, 2013 and 2012, respectively, related to amortizable intangible assets. Amortizable intangible assets are amortized over their estimated useful lives, which range from one to twenty years, using the straight-line method. The Company expects to record annual amortization expense for all existing intangible assets in a range from approximately $21 to $26 from 2013 through 2017.

The change in net goodwill for the three months ended March 31, 2013 is as follows:

Balance at December 31, 2012	$	691
Acquisitions	(1		)
Impact of foreign currency exchange rates	(15		)
Balance at March 31, 2013	$	675

Current period acquisition activity related to the finalization of purchase accounting for BioReliance and Research Organics, which were acquired in January 2012 and March 2012, respectively.

6

(7)Debt

Notes payable and long-term debt consists of the following:

	March 31, 2013				December 31, 2012
	Outstanding		Weighted Average Rate		Outstanding		Weighted Average Rate
Notes payable
Commercial paper (1)	$	89	0.2	%	$	381	0.2	%
$200.0 European revolving credit facility, due March 13, 2014 (2)	—		—		—		—
Sigma-Aldrich Korea Limited credit facility, due June 30, 2013 (3)	—		—		—		—
Sigma-Aldrich Japan GK credit facilities (4)	—		—		—		—
Other short-term credit facilities (5)	—		—		2		1.5	%
Total notes payable	89		0.2	%	383		0.2	%
Plus - current maturities of long-term debt	—		—		—		—
Total notes payable and current maturities of long-term debt	$	89	0.2	%	$	383	0.2	%
Long-term debt
Senior notes, due November 1, 2020 (6)	$	300	3.4	%	$	300	3.4	%
Total	300		3.4	%	300		3.4	%
Less - current maturities	—		—		—		—
Total long-term debt	$	300	3.4	%	$	300	3.4	%

(1) The Company has a $600five-year revolving credit facility with a syndicate of banks in the U.S. that supports the Company's commercial paper program that will mature on May 9, 2017. At March 31, 2013 and December 31, 2012, the Company did not have any borrowings outstanding under this facility. However, the amount available under the facility is reduced by the amount of commercial paper outstanding. The facility contains financial covenants that require the maintenance of a ratio of consolidated debt to total capitalization of no more than 65.0 percent and an aggregate amount of subsidiary debt plus consolidated secured debt of no more than 25.0 percent of total net worth. The Company’s total consolidated debt as a percentage of total capitalization and aggregate amount of subsidiary debt plus consolidated secured debt as a percentage of total net worth, as defined in the underlying credit agreement, was 13.4 percent and 0.0 percent, respectively, at March 31, 2013.

(2) This facility contains financial covenants that require the maintenance of consolidated net worth of at least $750, a ratio of consolidated debt to total capitalization of no more than 55.0 percent and an aggregate amount of subsidiary debt plus consolidated secured debt of no more than 25.0 percent of total net worth. The Company’s consolidated net worth, consolidated debt as a percentage of total capitalization and aggregate amount of subsidiary debt plus consolidated secured debt as a percentage of total net worth, as defined in the underlying credit agreement, were $2,511, 13.4 percent and 0.0 percent, respectively, at March 31, 2013.

(3) There were no outstanding borrowings under this facility, which had a total commitment of 20 billion Korean Won ($18), at March 31, 2013.

(4) Sigma-Aldrich Japan GK has two credit facilities having a total commitment of 2 billion Japanese Yen ($21), with one facility due April 30, 2014 and the other representing a line of credit with no expiration. There were no borrowings under the facilities at March 31, 2013.

(5) There were no borrowings under these facilities, which have total commitments in U.S. Dollar equivalents of $3, at March 31, 2013.

(6) The Company has $300 of 3.375 percent Senior Notes due November 1, 2020. Interest on the notes is payable May 1 and November 1 of each year. The notes may be redeemed, in whole or in part at the Company’s option, (i) at any time at specific redemption prices plus accrued interest or (ii) three months prior to the maturity date at a redemption price equal to 100 percent of the principal amount plus accrued interest.

The Company has provided guarantees to certain subsidiaries for any outstanding borrowings from the European revolving credit facility and the short-term credit facilities of the wholly-owned Korean and Japanese subsidiaries. At March 31, 2013, there were no existing events of default that would require the Company to honor these guarantees.

Total interest expense incurred on short-term and long-term debt, net of amounts capitalized, was $2 for the three months ended March 31, 2013 and 2012, respectively.

7

The fair value of long-term debt was approximately $310 and $315 at March 31, 2013 and December 31, 2012, respectively. The fair value of long-term debt was based upon a discounted cash flow analysis that used the aggregate cash flows from principal and interest payments over the life of the debt and current market interest rates.

As of March 31, 2013, the Company had sufficient net worth, as defined in the underlying credit agreements, to allow for borrowing the full capacity under the credit agreement for each facility without any restriction related to compliance with the respective financial debt covenants.

(8)Financial Derivatives and Risk Management

The Company transacts business in many parts of the world and is subject to risks associated with changing foreign currency exchange rates. Accordingly, the Company uses both derivative instruments designated as cash flow hedges as well as derivative instruments that are not designated as hedging instruments to mitigate this risk. These derivative instruments are primarily comprised of foreign currency forward exchange contracts, and are classified within Level 2 of the fair value hierarchy for which fair value is determined by using foreign currency market spot rates and forward points observable at commonly quoted intervals. The Company does not enter into foreign currency contracts for speculative trading purposes.

Cash Flow Hedges

A significant portion of the Company's cost of products and services sold is denominated in the U.S. Dollar, while over 60 percent of the Company's net sales are denominated in other currencies. Intercompany inventory purchases, which are sourced primarily from subsidiaries with U.S. Dollar functional currencies, are sold to customers by international subsidiaries in other local currencies. In the third quarter of 2012, the Company implemented a program to use foreign currency forward exchange contracts to mitigate the foreign currency risk associated with these forecasted intercompany inventory purchases.

These derivatives have been designated as cash flow hedges, which qualify for hedge accounting treatment, whereby changes in fair value of the derivative are deferred in AOCI within stockholders' equity until the underlying hedged items are recognized in net income. Accordingly, the Company records cash flow hedge gains or losses within cost of products and services sold when the related inventory is sold to a customer. To the extent any portion of the hedge contract is determined to be ineffective, the increase or decrease in value of the contract prior to maturity will be recognized in income immediately. The cash flow impact from these derivatives is classified in the operating activities section of the Company's consolidated statements of cash flows, which is the same category as the underlying items being hedged. Gains or losses related to the ineffective portion of these hedging instruments were not material for the period ended March 31, 2013. At March 31, 2013 and December 31, 2012, the Company had a notional principal amount of $235 and $254, respectively, in foreign currency forward contracts outstanding.

The following table summarizes the fair values of the forward foreign currency exchange contracts designated as cash flow hedges at March 31, 2013 and December 31, 2012:

Item	Reporting Location	March 31, 2013	December 31, 2012
Forward exchange contracts asset derivative	Other current assets	$11	$6
Forward exchange contracts liability derivative	Other current liabilities	—	3
Gain recognized in AOCI, net	AOCI	14	3

The following table summarizes the effect of the forward foreign currency exchange contracts designated as cash flow hedges on the Company's consolidated statements of comprehensive income during the three months ended March 31, 2013 and March 31, 2012, net of immaterial tax effects. Amounts reclassified from AOCI to net income during these same periods were immaterial.

Item	Reporting Location	March 31, 2013	March 31, 2012
Gain recognized in OCI, net	OCI	$11	—

As of March 31, 2013, the majority of these contracts are in established currencies including the Euro, Japanese Yen and U.S. Dollar. During the next 12 months, we expect that approximately $13 of derivative gains included in AOCI, based on their valuation as of March 31, 2013, will be reclassified into income. The Company generally does not hedge its exposure to the exchange rate variability of future cash flows beyond the next ensuing twenty-four months.

8

Derivatives Not Designated As Hedging Instruments

The Company also uses foreign currency forward exchange contracts, which are not designated as hedging instruments, to hedge the value of certain intercompany receivables and payables denominated in foreign currencies. The Company's objective is to minimize the impact of foreign currency exchange rate changes during the period of time between the original transaction date and its cash settlement. Gains and losses on these contracts, 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 SG&A in the Company's consolidated statements of income. The duration of the contracts typically does not exceed six months. As of March 31, 2013, the majority of these contracts are in established currencies including the British Pound, Euro and Japanese Yen. The impact of these contracts was not material to the consolidated financial statements as of and for the periods ended March 31, 2013 and December 31, 2012. The notional amount of open foreign currency forward exchange contracts at March 31, 2013 and December 31, 2012 was $142 and $116, respectively.

(9)Company Operations by Business Unit

Effective January 1, 2013, the Company's business unit structure was realigned into three market-focused business units that are defined by the customers and markets they serve: Research, Applied and SAFC Commercial. The business unit structure is the Company's approach to serving customers and reporting sales rather than any internal division used to allocate resources. Net sales for the Company's business units are as follows:

	Three Months Ended March 31,
	2013		2012
Research	$	361	$	372
Applied	159		153
SAFC Commercial	155		140
Total	$	675	$	665

During 2012, the Company operated with the business units of Research and SAFC.

The Company's Chief Operating Decision Maker is the CEO. The CEO and the Board review profit and loss information on a consolidated basis to assess performance and make overall operating decisions as well as resource allocations. The Company's business units are closely interrelated in their activities and share services such as order entry, billing, technical services, the e-commerce infrastructure, purchasing and inventory control. The business units also share production and distribution facilities. Additionally, these business units are supported by centralized functional areas such as finance, human resources, quality, safety and compliance and information technology. Further, the Company’s CEO, CFO and business unit Presidents participate in compensation programs in which all or a significant portion of their incentive compensation is based upon consolidated Company results for sales growth (and for the business unit Presidents, the sales growth in the business unit for which they are responsible), consolidated Company operating income, consolidated Company free cash flow and individual/business unit objectives based on consolidated Company EPS (and for the business unit Presidents, the profitability for certain sites within their respective business unit). Based on these factors, the Company has concluded that it operates in one segment.

Sales are attributed to countries based upon the location from which the product was shipped or services were performed. Geographic financial information is as follows:

	Three Months Ended March 31,
	2013		2012
Net sales to unaffiliated customers:
United States	$	256	$	240
Other countries	419		425
Total	$	675	$	665

9

	March 31, 2013		December 31, 2012
Long-lived assets:
United States	$	549	$	549
Other countries	371		351
Total	$	920	$	900

(10)Pension and Post-retirement Benefits

The components of net periodic benefit cost for the three months ended March 31, 2013 and 2012 are as follows:

	Pension Plans												Post-Retirement Medical  Benefit Plans
	United States						International
	2013			2012			2013			2012			2013		2012
Service cost	$	—		$	2		$	3		$	2		$	—	$	—
Interest cost	2			2			2			2			—		1
Expected return on plan assets	(3		)	(3		)	(3		)	(2		)	—		—
Amortization	1			1			1			1			—		—
Net periodic benefit cost	$	—		$	2		$	3		$	3		$	—	$	1

Pension and post-retirement benefits liabilities consisted of the following as of the dates noted:

	March 31, 2013			December 31, 2012
Retiree medical liability	$	47		$	47
Pension liability	88			91
Subtotal	135			138
Less: current portion (included in other current liabilities)	(3		)	(3		)
Pension and post-retirement benefits liabilities	$	132		$	135

In the fourth quarter of 2012, the Board approved and management communicated changes to our U.S. defined benefit pension plan so that, effective December 31, 2012, the pension plan would be frozen and future retirement service benefits would no longer be accrued under this program. Effective January 1, 2013, the affected employees were eligible for additional contributions under an enhanced defined contribution plan. As a result of the freeze, participants under the plan are no longer accruing service based benefits and are being treated as inactive for accounting purposes. The Company will amortize accumulated unrecognized losses over the remaining estimated life of participants of approximately 38 years as of March 31, 2013.

The Company is not required to make a contribution to its U.S. pension plan in 2013. The Company contributed $2 to its international pension plans in the three months ended March 31, 2013. In total, the Company expects to contribute approximately $8 to its defined benefit pension plans in 2013.

The Company's 401(k) retirement savings plan provides retirement benefits to eligible U.S. employees in addition to those provided by the pension plan. The plan permits participants to voluntarily defer a portion of their compensation, subject to

Internal Revenue Code limitations. The Company also contributes a fixed amount per year to the account of each eligible employee plus a percentage of the employee's salary deferral. The cost for this plan was $6 and $2, respectively, for the three months ended March 31, 2013 and 2012.

10

(11)Other Assets and Liabilities

Other current assets

Other current assets are summarized as follows:

	March 31, 2013		December 31, 2012
Other receivables	$	38	$	36
Prepaid expenses	24		29
Certificates of deposit	25		27
Other current assets	3		3
Total other current assets	$	90	$	95

Other assets

Other assets are summarized as follows:

	March 31, 2013		December 31, 2012
Other investments	$	21	$	16
Cash value of life insurance policies	31		29
Deferred taxes	15		17
Long term certificates of deposit	31		—
Other non-current assets	27		27
Total other assets	$	125	$	89

Other current liabilities

Other current liabilities are summarized as follows:

	March 31, 2013		December 31, 2012
Legal and professional	$	6	$	6
Pension and post-retirement	3		3
Freight	8		7
Other accrued expenses	57		61
Total other current liabilities	$	74	$	77

Other liabilities

Other liabilities are summarized as follows:

	March 31, 2013		December 31, 2012
Deferred compensation	$	28	$	31
Non-current income taxes	34		33
Other non-current liabilities	10		10
Total other non-current liabilities	$	72	$	74

11

(12)Earnings per Share

Basic EPS is calculated using the weighted average number of shares outstanding during each period. The diluted EPS calculation includes the impact of dilutive equity compensation awards.

EPS calculations have been made using the following share information (in millions):

	Three Months Ended March 31,
	2013	2012
Weighted average shares
Basic shares	120	121
Effect of dilutive securities	1	1
Diluted shares	121	122

Potential common shares totaling 1 million were excluded from the calculation of diluted weighted average shares for the three months ended March 31, 2013, because their effects were antidilutive. There were no common shares excluded from the calculation of diluted weighted average shares for the three months ended March 31, 2012.

(13)Share Repurchases

At March 31, 2013 and December 31, 2012, the Company had repurchased a total of 100 and 99 million shares, respectively, of an authorized repurchase of 110 million shares. There were 120 million shares outstanding as of March 31, 2013. The Company expects to continue to offset, in whole or in part, the dilutive impact of issuing share-based compensation with future share repurchases. The Company may repurchase additional shares, but the timing and amount will depend on market conditions and other factors.

(14)Accumulated Other Comprehensive Income

The following table shows the components of AOCI for the period ended March 31, 2013.

	Foreign Currency Translation Adjustment Income (Loss), Net			Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain on Securities, Net		Unrealized Gain on Cash Flow Hedges, Net		Total
Beginning balance	$	141		$	(78	)	$	3	$	3	$	69
Other comprehensive income (loss) before reclassification	(55		)	—			3		11		(41		)
Less: Amounts reclassified from accumulated other comprehensive income	—			(2		)	1		—		(1		)
Net current-period other comprehensive income (loss)	(55		)	2			2		11		(40		)
Ending balance	$	86		$	(76	)	$	5	$	14	$	29

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The following table shows the components of AOCI for the period ended March 31, 2012.

	Foreign Currency Translation Adjustment Income, Net		Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net			Total
Beginning balance	$	119	$	(88	)	$	(1	)	$	30
Other comprehensive income (loss) before reclassification	20		—			2			22
Less: Amounts reclassified from accumulated other comprehensive income	—		(1		)	—			(1		)
Net current-period other comprehensive income (loss)	20		1			2			23
Ending balance	$	139	$	(87	)	$	1		$	53

Adjustments to AOCI are recorded net of related tax effects, which are immaterial. Amounts reclassified from AOCI during the three months ended March 31, 2013 and 2012 were recognized in SG&A.

(15)Contingent Liabilities and Commitments

The Company is involved in legal proceedings generally incidental to its business, as described below:

The Company is a defendant in several lawsuits and claims related to the normal conduct of its business, including lawsuits and claims related to product liability and personal injury matters. The Company accrues for such liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. The Company has self-insured retention limits and has obtained insurance to provide coverage above the self-insured limits for claims made against it, including product liability and personal injury claims, subject to certain limitations and exclusions. Reserves have been provided to cover expected payments for these self-insured amounts at March 31, 2013.

At March 31, 2013, there were no contingent liabilities that management believes are reasonably likely to have a material adverse effect on the Company's consolidated financial condition, results of operations, cash flows or liquidity and there were no material commitments outside of the normal course of business. Material commitments in the normal course of business include notes payable, long-term debt, lease commitments and pension and other post-retirement benefit obligations which are disclosed in Note 6 – Notes Payable, Note 7 – Long-Term Debt, Note 9 – Lease Commitments and Note 15 – Pension and Other Post-retirement Benefit Plans, respectively, to the Company's consolidated financial statements included in Part II, Item 8 of the Annual Report, as updated in Note 7 – Debt and Note 10 – Pension and Post-retirement Benefits to the Company's consolidated financial statements included in Part I, Item 1 of this Report.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Sigma-Aldrich Corporation

Management’s Discussion and Analysis

($ in Millions, Except Share and Per Share Data)

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Report and the Annual Report. Except for historical information, the statements in this discussion may include forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements can be identified by words such as: "believes," "can," "expect," "likely," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding future sales, earnings, return on equity, cost savings, process improvements, free cash flow, share repurchases, capital expenditures, acquisitions, new products and services, technology licensing activity and other matters.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

(1) global economic conditions, particularly the uncertainties in the Eurozone and other factors affecting the creditworthiness of our Eurozone customers;

(2) changes in pricing and the competitive environment and the global demand for the Company’s products;

(3) changes in foreign currency exchange rates;

(4) changes in research funding and the success of R&D activities;

(5) failure of planned sales initiatives in our Research, Applied and SAFC Commercial business units;

(6) dependence on uninterrupted manufacturing operations and global supply chain;

(7) changes in the regulatory environment in which the Company operates;

(8) changes in worldwide tax rates or tax benefits from domestic and international operations, including the matters described in Note 4 – Income Taxes to the Company's consolidated financial statements included in Item I, Part 1 of this Report and in Note 11 – Income Taxes to the Company's consolidated financial statements included in Item 8, Part II of the Annual Report;

(9) exposure to litigation including product liability claims;

(10) the ability to maintain adequate quality standards;

(11) reliance on third party package delivery services;

(12) an unanticipated increase in interest rates;

(13) other changes in the business environment in which the Company operates;

(14) acquisitions or divestitures of businesses; and

(15) the outcome of the outstanding matters described in "Other Matters" below and in Note 12 – Contingent Liabilities and Commitments to the Company's consolidated financial statements included in Item 8, Part II of the Annual Report.

A further discussion of the Company's risk factors can be found in Item 1A, Part I of the Annual Report. Any forward-looking statement made by us in this Report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Non-GAAP Financial Measures

The Company supplements its disclosures made in accordance with U.S. GAAP with certain non-GAAP financial measures. The Company does not, and does not suggest investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, U.S. GAAP financial information. These non-GAAP measures may not be consistent with the presentation by similar companies in the Company's industry. Whenever the Company uses such non-GAAP measures, it provides a reconciliation of such measures to the most closely applicable GAAP measure.

With over 60 percent of sales denominated in currencies other than the U.S. Dollar, management uses currency adjusted growth, and believes it is useful to investors, to judge the Company's local currency performance. Organic sales growth data presented herein excludes currency impacts, and where indicated, acquisition impacts. The Company calculates the impact of

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changes in foreign currency exchange rates by multiplying current period activity by the difference between current period exchange rates and prior period exchange rates; the result is the defined impact of "changes in foreign currency exchange rates" or "changes in FX." While we are able to report currency impacts after the fact, we are unable to estimate changes that may occur to applicable exchange rates later in 2013 or any future period. Any significant changes in currency exchange rates would likely have a significant impact on our reported growth rates due to the large volume of our sales denominated in foreign currencies.

Management also uses free cash flow, a non-GAAP measure, to judge its performance and ability to pursue opportunities that enhance shareholder value. Free cash flow is defined as net cash provided by operating activities less capital expenditures. Management believes this non-GAAP information is useful to investors as well.

Overview

Background

The Company is a leading Life Science and High Technology company whose biochemical and organic chemical products, kits and services are used in scientific research, including genomic and proteomic research, biotechnology, pharmaceutical development, the diagnosis of disease and as key components in pharmaceutical, diagnostics and high technology manufacturing. Our customers include pharmaceutical and life science companies, university and government institutions, hospitals and industry. We believe over 1.4 million scientists and technologists use our products. We operate in 37 countries and have approximately 9,000 employees worldwide.

Effective January 1, 2013, the Company's business unit structure was realigned into three market-focused business units that are defined by the customers and markets they serve: Research, Applied and SAFC Commercial. The business units are closely interrelated in their activities and share services such as order entry, billing, technical support, the e-commerce infrastructure, purchasing and inventory control. The business units also share production and distribution facilities. Additionally, these business units are supported by centralized functional areas such as finance, human resources, quality, safety and compliance and information technology. During 2012, the Company operated with the business units of Research and SAFC.

Research, representing approximately 53 percent of sales for the three months ended March 31, 2013, provides reagents and consumables to life sciences and non-profit research organizations. Applied, representing approximately 24 percent of sales for the three months ended March 31, 2013, provides raw materials and solutions for testing in clinical and industrial applications. SAFC Commercial, representing approximately 23 percent of sales for the three months ended March 31, 2013, supports the manufacturing needs of commercial project managers through rapid delivery of custom products and services.

The Company has a broad customer base of commercial laboratories, pharmaceutical companies, industrial companies, universities, diagnostics companies, biotechnology companies, electronics companies, hospitals, governmental institutions and non-profit organizations located in the United States and internationally. The Company would not be significantly impacted by the loss of any one customer. However, economic conditions and government research funding in the United States, the European Union and elsewhere do have some impact on demand from certain of our customers.

Strategy

The Company's business strategy is designed to drive overall sales and earnings growth and to maintain a return on invested capital at an appropriate premium above the Company's cost of capital. Our key areas of focus address the most significant opportunities and challenges facing the Company, including:

• Improving Customer Intimacy: We constantly strive to exceed our customers' expectations through offering the right selection of high quality products and services, providing superior customer service and support as well as consistently delivering products that meet published or agreed specifications when and where our customers need them. The continued enhancement of a world-class e-commerce platform is a significant part of this approach.

• Expanding Products and Services: Increasing our geographic coverage, particularly in APAC and Brazil, pursuing new and innovative technologies and expanding our product and service offerings organically and through strategic acquisitions, should enable us to drive continued sales and earnings growth.

• Accelerating Operational Excellence: Through the optimization of our worldwide footprint, strategic sourcing of our products and materials and driving efficiencies in our distribution networks and operating expenses, we aim to continually enhance our operating margins.

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Key Business Trends and Highlights

In operating our business and monitoring its performance, the Company considers a number of performance measures, as well as trends affecting our industry as whole, which include the following:

• Macroeconomic Concerns Impacting Funding: Uncertainties in the United States and Europe around the macroeconomic environment have impacted overall research funding.

• Industry Consolidation: Our industry remains fragmented with few companies possessing a significant share in any particular market, which allows some participants to continue consolidating specialty, regional and niche players in the industry. The Company plans to continue to enhance sales growth and increase its market presence through strategic acquisitions.

• Foreign Currency Exchange Rate Fluctuations: Since we are a multinational corporation that sells and sources products in many different countries, changes in exchange rates have in the past, and could in the future, adversely affect our cash flows and results of operations. Due to the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates, we cannot predict the effect of exchange rate fluctuations on future sales and operating results.

• Emerging Market Growth: With emerging markets in APAC and Brazil growing at faster rates, we continue to focus our sales efforts on these areas. In 2012, the Company further expanded its footprint in this area with the opening of a new manufacturing facility in Kaohsiung, Taiwan that serves the fast growing LED market, an expanded distribution center and new packaging facility in Bangalore, India, and a new packaging and quality control facility in Wuxi, China.

• Growth of Internet: The internet continues to change the markets we serve in terms of access and exposure to existing and potential customers. Ensuring a strong presence in this channel is critical to our long term success. Worldwide sales of Research and Applied products through the Company's e-commerce channels, including both web-based and EDI platforms, have grown to 47 percent of the Company's total sales of Research and Applied products during the first quarter of 2013 as compared to 46 percent during the same period in 2012.

• Pharmaceutical Outsourcing: We continue to take advantage of the expanded market opportunities brought about by the outsourcing trend and shift towards biologic drug development throughout the biotechnology and pharmaceutical industries, with an increased focus on enhancing outsourcing partnerships with our customers.

• Regulations: Our industry is experiencing opportunities resulting from regulations that are directed at improving the quality of life, with significant focus in the areas of renewable energy and reduced energy consumption. The Company's Hitech business, part of the SAFC Commercial business unit, is poised to take advantage of these opportunities by supplying certain raw materials to manufacturers of LED products.

Highlights of our consolidated results for the three months ended March 31, 2013, are as follows:

• Net sales were $675, an increase of 2 percent compared to the same period last year. Excluding the sales from acquisitions, which increased sales growth by 2 percent, and changes in foreign currency exchange rates, which lowered sales by 1 percent, sales increased organically by 1 percent compared to the first quarter of 2012.

• Operating income margin was 24.6 percent, compared to 25.9 percent in the same period in 2012.

• Diluted net income per share was $1.01 compared to $0.96 in 2012. This increase was primarily driven by a lower tax rate, which increased reported diluted net income per share by $0.07.

• Net cash provided by operating activities was $154 for the three months ended March 31, 2013, an $10increase compared to the first three months of 2012.

• Total debt was $389 at March 31, 2013. Debt decreased $294 since December 31, 2012 due to decreased borrowings of commercial paper.

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Results of Operations

The following is a summary of our unaudited financial results ($ in millions, except per share amounts):

	Three Months Ended March 31,
	2013		2012
Net sales	$	675	$	665
Cost of products and services sold	331		310
Gross profit	344		355
Selling, general and administrative expenses	161		160
Research and development expenses	17		18
Acquisition transaction costs	—		5
Operating income	166		172
Interest, net	1		1
Income before income taxes	165		171
Provision for income taxes	43		54
Net income	$	122	$	117
Net income per share - Diluted	$	1.01	$	0.96

Net Sales

Net sales were $675 in the first quarter of 2013, up 2 percent from the first quarter of 2012. Our acquisitions of BioReliance and Research Organics, acquired in January 2012 and March 2012, respectively, contributed $15 or 2 percent to this sales growth. The effect of changes in foreign currency exchange rates decreased sales by $8 or 1 percent. Excluding the effects of acquisitions and changes in foreign currency exchange rates, sales increased organically by $3 or 1 percent.

The changes in net sales for the Company's business units are as follows:

	Three Months Ended March 31,
	2013		2012		Change			Impact of   Changes in FX			Increase due to Acquisitions		Organic Growth			Organic Growth %
Research	$	361	$	372	$	(11	)	$	(6	)	$	—	$	(5	)	(1	)%
Applied	159		153		6			(1		)	3		4			3	%
SAFC Commercial	155		140		15			(1		)	12		4			3	%
Total	$	675	$	665	$	10		$	(8	)	$	15	$	3		1	%

Research total sales were $361 for the first quarter of 2013 compared to $372 during the same period last year. Sales decreased organically by $5 or 1 percent compared to the same period last year. The decline in organic Research sales was primarily driven by lower government grants and other funding to academic institutions resulting from sequestration in the United States, uncertainties regarding research funding in Europe and fewer shipping days than the comparable period in 2012. The overall decline in sales was partially offset by growth in sales in our dealer networks resulting from the launch of our Dealers as Partners program in EMEA during the first quarter of 2013.

Applied total sales were $159 for the first quarter of 2013 compared to $153 during the same period last year. Sales increased organically by $4 or 3 percent compared to the same period last year. The primary driver of this growth was within the Diagnostic and Testing markets, which experienced increased sales of critical components for diagnostic kits and sales of standards and certified reference materials to clinical testing laboratories. All geographic regions contributed to Applied's overall growth.

SAFC Commercial total sales were $155 for the first quarter of 2013 compared to $140 during the same period last year. Sales grew organically by $4 or 3 percent compared to the same period last year. The organic growth was led by strong sales within

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our Life Science Products and Services business, most notably our custom pharmaceutical manufacturing and industrial cell culture media products. This growth was partially offset by lower sales in our Hitech electronics business, primarily from year-over-year pricing declines in metal organic precursors for the LED market. Geographically, the increase in SAFC Commercial's sales over the prior year was largely led by the Total Americas region.

Worldwide sales of Research and Applied products through e-commerce channels, which include the Company’s web site, were 47 percent of total Research and Applied sales for the three months ended March 31, 2013.

Gross Profit Margin and Expenses

Key items from the consolidated statements of income expressed as a percentage of sales and the effective tax rate for the three months ended March 31, 2013 and 2012 were as follows:

	Three Months Ended March 31,
	2013		2012
Gross profit margin	51.0	%	53.4	%
Selling, general and administrative expenses	23.9	%	24.1	%
Research and development expenses	2.5	%	2.7	%
Acquisition transaction costs	—	%	0.7	%
Operating income	24.6	%	25.9	%
Effective tax rate	26.1	%	31.6	%

Cost of Products and Services Sold and Gross Profit Margin

Cost of products and services sold represents direct materials, labor, distribution and overhead costs associated with the Company's products and services.

Cost of products sold for the three months ended March 31, 2013 was $331 compared to $310 for the same period in the prior year. For the three months ended March 31, 2013, the increase in cost of products and services sold when compared to the prior year was due to higher material, manufacturing and distribution expenses of $14 and additional costs contributed by acquisitions completed in 2012 of $10. These increases were partially offset by a $3 decrease resulting from changes in foreign currency exchange rates.

The following table reflects the significant contributing factors to the net change in gross profit margin for the three months ended March 31, 2013 compared to the same period in 2012:

	Three Months Ended March 31,
Gross profit margin – 2012	53.4	%
Decreases to gross profit margin:
Changes in foreign currency exchange rates	(0.2	)%
Sales volume/Product mix/Pricing/Other	(1.8	)%
Acquisitions	(0.4	)%
Gross profit margin – 2013	51.0	%

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SG&A

	Three Months Ended March 31,
	2013			2012
Selling, general and administrative expenses	$	161		$	160
Percentage of sales	23.9		%	24.1		%

SG&A as a percentage of sales was largely in line with the prior year's percentage.

R&D Expenses

	Three Months Ended March 31,
	2013			2012
Research and development expenses	$	17		$	18
Percentage of sales	2.5		%	2.7		%

R&D as a percentage of sales was largely in line with the prior year's percentage. R&D expenses relate primarily to efforts to add new manufactured products, create and develop new technologies and enhance manufacturing processes. Self-manufactured products currently account for approximately 60 percent of total sales.

Acquisition Transaction Costs

	Three Months Ended March 31,
	2013			2012
Acquisition transaction costs	$	—		$	5
Percentage of sales	—		%	0.7		%

Acquisition transaction costs of $5 were incurred during the first quarter of 2012 related to the January 2012 acquisition of BioReliance and the March 2012 acquisition of Research Organics.

Income Taxes

Income taxes, which include federal, state and international taxes, were 26.1 percent and 31.6 percent of pretax income for the three months ended March 31, 2013 and 2012, respectively. During the first quarter of 2013, the full impact of the U.S. R&D Tax Credit for all of 2012 and a portion of the credit related to 2013 were recognized as a result of the American Taxpayer Relief Act of 2012 being signed into law on January 1, 2013. This credit had a benefit to our effective tax rate of approximately 300 basis points and increased net income by $5.

The effective tax rate for the full year of 2013 is expected to be 28 to 29 percent of pretax income.

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Liquidity and Capital Resources

The Company's cash flows from operating, investing and financing activities, as reflected in the accompanying Consolidated Statements of Cash Flows (Unaudited), are summarized in the following table:

	Three Months Ended March 31, 2013
	2013			2012
Net cash provided by (used in):
Operating activities	$	154		$	144
Investing activities	(59		)	(419		)
Financing activities	(334		)	165

Operating Activities

Net cash provided by operating activities for the three months ended March 31, 2013 was $154, an increase of $10 or 7 percent compared to the same period in 2012. This increase was driven by a reduction in inventory levels in the first quarter of 2013 of $4 compared to a use of cash for inventory of $16 in the same period last year.

Investing Activities

Cash used in investing activities for the three months ended March 31, 2013decreased$360 compared to the same period in 2012. This decrease was primarily due to cash used for acquisitions during the first three months of 2012 of $389 that did not repeat in 2013. Capital spending also decreased $7 from the same period last year. The overall decrease was partially offset by the increased use of cash to purchase short-term investments of $35.

Financing Activities

Cash used in financing activities for the three months ended March 31, 2013increased$499 compared to the same period in 2012. This increase is due to the net repayment of $294 of short-term debt during the first three months of 2013, as compared to a net issuance of short-term debt of $193 in the same period of 2012.

Long-term debt was $300 at both March 31, 2013 and December 31, 2012. Consolidated total debt as a percentage of total capitalization, calculated as the sum of total stockholders' equity and total debt, was 13.0 percent at March 31, 2013 and 21.1 percent at December 31, 2012. For a description of the Company's material credit facilities and debt covenants, see Note 7 – Debt to the Company's consolidated financial statements included in Part I, Item 1 of this Report.

Share Repurchases

At March 31, 2013 and December 31, 2012, the Company had repurchased a total of 100 and 99 million shares, respectively, of an authorized repurchase of 110 million shares. There were 120 million shares outstanding as of March 31, 2013. The Company expects to continue to offset, in whole or in part, the dilutive impact of issuing share-based compensation with future share repurchases. The Company may repurchase additional shares, but the timing and amount will depend on market conditions and other factors.

Liquidity and Risk Management

Liquidity risk refers to the risk that the Company might be unable to meet its financial obligations in a timely manner or fund its business on an ongoing basis. Factors that could cause such risk to arise include a disruption in the securities markets, downgrades in the Company's credit rating or the unavailability of funds. In addition to the Company's cash flows from operations, the Company utilizes commercial paper, short-term multi-currency debt, cash on hand and long-term debt programs as funding sources. The Company maintains committed bank lines of credit to support its commercial paper borrowings and local bank lines of credit to support its international operations. Downgrades in the Company's credit rating or other limitations on the ability to access short-term financing, including the ability to refinance short-term debt as it becomes due, would increase interest costs and thereby adversely affect profitability.

The Company has considered the potential impact of recent trends in the global economic environment on its liquidity and overall financial condition, particularly with respect to the availability of and the Company's access to, short-term credit,

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including the market for commercial paper. Based on discussions held with the Company's lenders, management does not believe that a significant risk exists of commercial paper or other credit becoming unavailable within the next twelve months. Management believes that the Company's financial condition is such that internal and external resources are sufficient and available to satisfy the Company's requirements for debt service, capital expenditures, selective acquisitions, dividends, share repurchases, funding of pension and other post-retirement benefit plan obligations and working capital presently and for the next twelve months.

It is management's view that cash provided by operating activities, along with its available credit facilities, will be sufficient to fund the operations of the business for the next twelve months.

As of March 31, 2013, the Company had sufficient net worth to allow for borrowing the full capacity under the credit agreement for each facility without any restriction related to compliance with the respective debt covenants. For a description of the Company's material credit facilities and debt covenants, see Note 7 – Debt to the Company's consolidated financial statements included in Part I, Item 1 of this Report.

At March 31, 2013, substantially all of the Company's cash and cash equivalents were held by its subsidiaries outside of the United States. The Company has asserted that a majority of this cash is permanently reinvested and is one of the primary liquidity sources used to support its operations and continued growth plans outside of the United States. The Company has sufficient liquidity in the United States to fund its operations, capital plans, dividends and share repurchases and, accordingly, has no immediate need or plans to repatriate any of its cash held by these subsidiaries.

Contractual Obligations

At March 31, 2013, the Company had $89 of commercial paper outstanding and long-term borrowings of $300, for a total decrease in all outstanding debt of $294 since December 31, 2012.

Other Matters

The Company is involved in legal proceedings generally incidental to its business, as described below:

The Company is a defendant in several lawsuits and claims related to the normal conduct of its business, including lawsuits and claims related to product liability and personal injury matters. The Company accrues for such liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. The Company has self-insured retention limits and has obtained insurance to provide coverage above the self-insured limits for claims made against it, including product liability and personal injury claims, subject to certain limitations and exclusions. Reserves have been provided to cover expected payments for these self-insured amounts at March 31, 2013.

At March 31, 2013, there were no contingent liabilities that management believes are reasonably likely to have a material adverse effect on the Company’s consolidated financial condition, results of operations, cash flows or liquidity and there were no material commitments outside of the normal course of business. Material commitments in the normal course of business include notes payable, long-term debt, lease commitments and pension and other post-retirement benefit obligations which are disclosed in Note 6 – Notes Payable, Note 7 – Long-Term Debt, Note 9 – Lease Commitments and Note 15 – Pension and Other Post-retirement Benefit Plans, respectively, to the Company's consolidated financial statements included in Part II, Item 8 of the Annual Report, as updated in Note 7 – Debt and Note 10 – Pension and Post-retirement Benefits to the Company's consolidated financial statements included in Part I, Item 1 of this Report.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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 March 31, 2013, the Company's outstanding debt represented 13 percent of total book capitalization. Approximately 77 percent of the Company's outstanding debt at March 31, 2013 is at a fixed rate. Cash flows from operations, cash on hand and available credit facilities are sufficient to meet the cash requirements of operating the business. It is management's view that market risk or variable interest rate risk, based on current conditions, will not significantly impact the Company's results of operations or financial condition, including liquidity, during 2013.

Foreign Currency Exchange Rates

The functional currency of the Company's international subsidiaries is generally the currency in the respective country of residence of the subsidiary. The translation from the functional currencies to the U.S. Dollar for sales and expenses is based on the average exchange rate during the period, and for assets and liabilities, the exchange rate at the reporting date. Changes in foreign currency exchange rates have affected and may continue to affect the Company's sales, expenses, net income, assets, liabilities and cash flows. The impact of changes in foreign currency exchange rates decreased diluted EPS by $0.02 for the three months ended March 31, 2013, when compared to the same period last year.

The Company transacts business in many parts of the world and is subject to risks associated with changing foreign currency exchange rates. Accordingly, the Company uses both derivative instruments designated as cash flow hedges as well as derivative instruments that are not designated as hedging instruments to mitigate this risk.

The market risk of these contracts represents the potential loss in fair value of net currency positions at period-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 Company's policy is to manage the foreign currency risks associated with forecasted intercompany inventory purchases and existing assets and liabilities, principally intercompany receivables and payables.

Cash Flow Hedges

A significant portion of the Company's cost of products and services sold is denominated in the U.S. Dollar, while over 60 percent of the Company's net sales are denominated in other currencies. Intercompany inventory purchases, which are sourced primarily from subsidiaries with U.S. Dollar functional currencies, are sold to customers by international subsidiaries in other currencies. In the third quarter of 2012, the Company implemented a program to use foreign currency forward exchange contracts to mitigate the foreign currency risk associated with these forecasted intercompany inventory purchases.

These derivatives have been designated as cash flow hedges, which qualify for hedge accounting treatment, whereby changes in fair value of the derivative are deferred in AOCI within stockholders' equity until the underlying hedged items are recognized in net income. Accordingly, the Company records cash flow hedge gains or losses within cost of products and services sold when the related inventory is sold to a customer. As of March 31, 2013, the majority of these contracts are in established currencies such as the Euro, Japanese Yen and U.S. Dollar. The impact of these contracts was not material to the consolidated statement of income for the three months ended March 31, 2013 and the March 31, 2013 consolidated balance sheet.

Derivatives Not Designated As Hedging Instruments

The Company also uses foreign currency forward exchange contracts, which are not designated as hedging instruments, to hedge the value of certain intercompany receivables and payables denominated in foreign currencies. The Company's objective is to minimize the impact of foreign currency exchange rate changes during the period of time between the original transaction date and its cash settlement. Gains and losses on these contracts, 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 SG&A in the Company's consolidated statements of income. As of March 31, 2013, the majority of these contracts are in established currencies including the British Pound, Euro and Japanese Yen. The impact of these contracts was not material to the consolidated financial statements for the three months ended March 31, 2013.

The Company continues to assess the potential impact of recent trends in the global economic environment on the availability of and its access to these contracts in the open market, as well as the ability of the counterparties to meet their obligations. While we continue to monitor the impacts of the uncertainties in the Eurozone, management does not believe that a significant risk exists of these contracts becoming unavailable in the global marketplace within the next twelve months.

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Item 4. Controls and Procedures.

The Company's management, under the supervision and with the participation of the Company's CEO and CFO, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of March 31, 2013. Based upon their evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are effective as of that date to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. They have also determined in their evaluation that there was no change in the Company's internal controls over financial reporting during the quarter ended March 31, 2013 that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The information contained in Note 15 - Contingent Liabilities and Commitments to the Company's consolidated financial statements included in Part I, Item 1 of this Report is incorporated by reference herein.

Item 1A. Risk Factors.

There have been no material changes from the risk factors included in Part I, Item 1A of the Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table presents the information about share repurchases for the three months ended March 31, 2013:

Issuer Purchases of Equity Securities (share amounts in millions)
				Total Number	Maximum
				of Shares	Number of
				Purchased as	Shares that
				Part of	May Yet Be
	Total			Publicly	Purchased
	Number of	Average Price		Announced	Under the
	Shares	Paid		Plans or	Plans or
Period	Purchased	per Share		Programs	Programs
Jan 1, 2013 - Jan 31, 2013	—	—		99.4	10.6
Feb 1, 2013 - Feb 28, 2013	0.2	$	76.06	99.6	10.4
Mar 1, 2013 - Mar 31, 2013	0.1	78.01		99.7	10.3
Total	0.3	$	77.01	99.7	10.3

On November 8, 2011, the Board extended the authorization to repurchase the remaining 2.4 million shares under the share repurchase program that was previously approved on October 20, 2008, and authorized the repurchase of an additional 10 million shares. These authorizations expire on November 8, 2014. This brings the total authorization to 110 million shares. The timing and number of additional shares authorized and purchased, if any, will depend on market conditions and other factors.

Item 3.   Defaults Upon Senior Securities.

None.

Item 4.   Mine Safety Disclosures.

Not applicable.

Item 5.   Other Information.

None.

Item 6.   Exhibits.

See Index to Exhibits.

24

SIGNATURES

Pursuant to the requirements 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)
April 25, 2013	/s/    Michael F. Kanan
Date	Michael F. Kanan, Vice President and Corporate Controller (on behalf of the Company and as Principal Accounting Officer)

25

INDEX TO EXHIBITS

These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.

			Incorporated by Reference
Exhibit Number	Exhibit Description	Filed Herewith	Form	Period Ending	Exhibit	Filing Date
10.1	Form of Restricted Stock Unit Agreement (annual grant), issued under the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan*	X			10.1
10.2	Form of Performance Share Award Agreement (revised to replace ROE with ROIC as performance metric), issued under the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan*	X			10.2
31.1	Certification of Chief Executive Officer required by Rule 13a-15(e) and 15d-15(e) under the Exchange Act	X			31.1
31.2	Certification of Chief Financial Officer required by Rule 13a-15(e) and 15d-15(e) under the Exchange Act	X			31.2
32.1	CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X			32.1
32.2	CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X			32.2
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X
*	Represents management contract or compensatory plan or arrangement.

26

EX-10.1

Exhibit 10.1

RESTRICTED STOCK UNIT AGREEMENT UNDER THE

SIGMA-ALDRICH CORPORATION 2003 LONG-TERM INCENTIVE PLAN AS AMENDED

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) governs restricted stock unit awards issued under the Sigma-Aldrich Corporation (the “Company”) 2003 Long-Term Incentive Plan, as amended (the “Plan”), on or after January 1, 2013:

BACKGROUND

The Board of Directors of the Company has adopted and the shareholders of the Company have approved the Plan pursuant to which Other Stock-Based Awards may be acquired by employees of the Company and its affiliates in the future.

The Company desires to make an award to the Awardee (as defined herein) of restricted stock units under the terms hereinafter set forth.

TERMS

1.Award Subject to Plan. The Award (as defined herein) is made under, and is expressly subject to, all the terms and provisions of the Plan, a copy of which has been given to the Awardee and which terms are incorporated herein by reference, this Agreement and the Compensation Statement (as defined herein). Notwithstanding anything herein or to the contrary, the Award is subject to the Company’s Financial Restatement Policy as amended from time to time.

2.Terms of Award. Pursuant to action of the Committee, the Company awards to the person (the “Awardee”) identified in the Awardee’s Restricted Stock Unit Award Compensation Statement (the “Compensation Statement”), the number of restricted stock units (the “Restricted Stock Units”) set forth in the Compensation Statement (the “Award”), subject to the terms, conditions and adjustments set forth in this Agreement, the Compensation Statement and the Plan. Each Restricted Stock Unit represents the right to receive one Share to be issued and delivered at the end of the Vesting Period (as defined herein), subject to the risk of forfeiture described herein. The Restricted Stock Units are subject to forfeiture and cancellation without payment therefore for a period commencing on January 1, 2013 and ending on December 31, 2015 (the “Vesting Period”), in the event the following occurs: if the Awardee’s employment with the Company terminates during the Vesting Period for any reason other than an involuntary termination of the Awardee’s employment by the Company without Cause, death, Disability, Retirement (as defined herein) or following a Change in Control.

In the event the foregoing forfeiture trigger occurs, the Restricted Stock Units shall not vest and shall become forfeited for no value and without any issuance of Shares. If the above described forfeiture trigger does not occur during the Vesting Period, and the Awardee remains employed with the Company through the last day of the Vesting Period, the Restricted Stock Units shall become fully vested and the Shares underlying such Restricted Stock Units will be automatically issued and delivered on January 1 following the end of the Vesting Period or such later date as the Company may determine but no later than March 15 of the calendar year following the end of the Vesting Period.

Notwithstanding anything in the Plan to the contrary, for purposes of this Agreement, Retirement shall mean the voluntary termination of employment by the Awardee after the date on which the Awardee either (i) attains age sixty five (65), or (ii) both attains age fifty five (55) and completes seven (7) years of service with the Company and its affiliates, whether or not such service is consecutive.

3.Effect of Change in Control, Termination without Cause, Death, Disability or Retirement. In the event of the Awardee’s involuntary termination of employment by the Company without Cause, death, Disability or Retirement while employed with the Company during the Vesting Period, a pro rata portion of the Restricted Stock Units shall vest. Such prorated amount shall be based on the number of months in the Vesting Period during which the

Awardee is employed with the Company, and the Awardee shall be deemed to be employed for an entire month if the Awardee is so involuntarily terminated, dies, suffers a Disability or retires during such month while employed during the Vesting Period. In the case of death or Disability (provided such Disability also meets the requirements for a disability as defined under Section 409A of the Code (“Section 409A”)), the Shares underlying such Restricted Stock Units, to the extent vested in accordance with the foregoing, will be automatically issued and delivered in the month following such death or Disability, as applicable. In the case of involuntary termination without Cause, Retirement or Disability (to the extent such Disability does not meet the requirements for a disability as defined under Section 409A), the Shares underlying such Restricted Stock Units, to the extent vested, will be automatically issued and delivered January 1 following the end of the Vesting Period or such later date as the Company may determine but no later than March 15 of the calendar year following the end of the Vesting Period.

Upon the occurrence of a Change in Control while the Awardee is employed with the Company during the Vesting Period, all of the Restricted Stock Units shall vest, and the Shares underlying such Restricted Stock Units will be automatically issued and delivered on the earlier of (i) in the month following such Change in Control provided such Change in Control also meets the requirements for a change in control event as defined under Section 409A or (ii) January 1 following the end of the Vesting Period or such later date as the Company may determine but no later than March 15 of the calendar year following the end of the Vesting Period.

4.No Shareholder Rights. No rights of a shareholder shall exist with respect to the Restricted Stock Units as a result of the mere grant of the Restricted Stock Units. Such rights shall exist only after issuance of the Shares. Without limiting the foregoing, the Awardee shall not be entitled to receive, currently or on a deferred basis, any payments equivalent to cash, stock or other property paid by the Company as dividends on Stock prior to the issuance of the Shares.

5.Withholding. The Awardee is responsible for any taxes required to be withheld under Federal, state or local law in connection with the vesting of the Restricted Stock Units, the issuance and delivery of Shares to the Awardee or any other event occurring pursuant to this Agreement or the Plan. The Company shall withhold from any payment hereunder an amount of Shares sufficient to cover any required withholding taxes due at the time such Shares are otherwise due to be issued and delivered hereunder to the extent required by minimum statutory withholding requirements.

6.Definitions; Copy of Plan. To the extent not specifically defined in this Agreement or the Compensation Statement, all capitalized terms used in this Agreement will have the same meanings ascribed to them in the Plan. By execution of this Agreement, the Awardee acknowledges receipt of a copy of the Plan.

7.Administration. The Award has been made pursuant to a determination made by the Committee, and the Committee or any successor or substitute authorized in accordance with the Plan, and subject to the express terms of this Agreement, shall have plenary authority to interpret any provision of this Agreement and to make any determinations necessary or advisable for the administration of this Agreement and may waive or amend any provisions hereof in accordance with the Plan.

8.Amendment. This Agreement may be amended, in whole or in part, at any time by the Committee in accordance with the Plan.

9.Non-Transferability. The Award may not be assigned, transferred, or in any way encumbered except by will or the laws of descent and distribution.

10.Section 409A. It is intended that this Agreement shall be administered in a manner that will comply with or meet an exception from Section 409A, and this Agreement shall be administered and interpreted in accordance with such intent. The Committee may adopt rules deemed necessary or appropriate to qualify for an exception from or to comply with the requirements of Section 409A. Notwithstanding anything in this Section 10 to the contrary, no amendment to or payment under this Agreement will be made unless permitted under Section 409A. If any amount shall be payable hereunder as a result of the Awardee’s “separation from service” at such time as the Awardee is a “specified employee” (as those terms are defined for purposes of Section 409A) and such amount is subject to the

provisions of Section 409A, then no payment shall be made, except as permitted under Section 409A, prior to the first day of the seventh calendar month beginning after the Awardee’s separation from service, provided that, payment shall be made sooner upon the date of the Awardee’s earlier death following such separation from service. For the avoidance of doubt, the Awardee shall become entitled to payment at the earliest payment event, if any, described herein that occurs with respect to such Awardee, at the time and manner described herein and otherwise subject to all terms and conditions herein, and any rights hereunder shall terminate upon any payment with respect to such payment event.

EX-10.2

Exhibit 10.2

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE

SIGMA-ALDRICH CORPORATION

2003 LONG-TERM INCENTIVE PLAN, AS AMENDED

This Performance Share Award Agreement (this “Agreement”) governs performance share awards issued under the Sigma-Aldrich Corporation (the “Company”) 2003 Long-Term Incentive Plan, as amended (the “Plan”), on or after January 1, 2013:

BACKGROUND

A. The Board of Directors of the Company (the “Board”) has adopted, and the Company’s shareholders have approved, the Plan, pursuant to which performance share awards may be granted to employees of the Company and its affiliates and certain other individuals.

B. The Company desires to grant to the Awardee (as defined herein) a performance share award under the terms of the Plan and this Agreement.

TERMS

1. Grant of Award. Pursuant to action of the Committee (as defined herein), the Company has granted to the person (the “Awardee”) identified in the Awardee’s Performance Share Award Compensation Statement (the “Compensation Statement”), the number of performance shares (the “Performance Shares”) set forth in the Compensation Statement (the “Award”), subject to the terms, conditions and adjustments set forth in this Agreement and Exhibit A attached hereto, the Plan and the Compensation Statement. The Performance Shares granted under the Compensation Statement are referred to in this Agreement as the “Target Grant.” Notwithstanding anything herein or in Exhibit A, the Plan or the Compensation Statement to the contrary, the Award is subject to the Company’s Financial Restatement Policy as amended from time to time. This Agreement completely supersedes and replaces any prior form of terms, conditions and agreements with respect to performance shares granted under the Plan on and after January 1, 2013.

2. Award Subject to Plan. The Award is granted under, and is expressly subject to, all of the terms and provisions of the Plan, as amended from time to time, which terms are incorporated herein by reference, this Agreement and the Compensation Statement. The Committee described in Section 3 of the Plan (the “Committee”) has been appointed by the Board, and designated by it, as the Committee to make awards.

3. Performance Period. The performance period for the Award begins January 1, 2013, and ends December 31, 2015 (the “Performance Period”).

4. Payment. Subject to early termination of this Agreement below or as otherwise specifically provided herein, on January 1 following the end of the Performance Period or such later date as the Company may determine but no later than March 15 of the calendar year following the end of the Performance Period, the Company will deliver to the Awardee one share of Stock for each then-outstanding Performance Share under the Compensation Statement and subject to this Agreement; except that, the Committee shall take such action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes as provided in Section 7 below. No fractional Shares shall be issued, and any fractional Shares shall be rounded down to the nearest whole Share.

5. Performance Criteria and Adjustments. Forty percent (40%) of the Performance Shares in the Target Grant will increase or decrease based upon the Company’s three-year average “Adjusted Sales Growth”, forty percent (40%) of the Performance Shares in the Target Grant will increase or decrease based upon the Company’s “Return on Invested Capital” (ROIC) in each year of the three-year Performance Period and twenty percent (20%) of the Performance Shares in the Target Grant will increase or decrease based upon the Company’s three-year average relative “Total Shareholder Return” (TSR) during the Performance Period, as described more fully in Exhibit A hereto (collectively, the “Performance Criteria”).

6. Termination of Award.

(a) This Agreement and the Compensation Statement will terminate and be of no further force or effect on the date the Awardee is no longer actively employed by the Company or any of its affiliates, whether due to voluntary or involuntary termination other than on account of death, Disability, Retirement (as defined herein) or involuntary termination by the Company other than for Cause to the extent specifically provided herein, prior to the date on which the Performance Period ends. The Awardee will, however, be entitled to receive any Stock payable under Section 4 of this Agreement if the Awardee’s employment terminates after the Performance Period but before the Awardee’s receipt of such Stock. The Award shall not be affected by any change in employment responsibilities after the Award is granted, including any change in employment position with the Company that is otherwise deemed to be ineligible for the grant of an award under the Plan, so long as the Awardee continues to be actively employed by the Company or any of its affiliates.

(b) If the Awardee’s employment terminates before the end of the Performance Period on account of Retirement or involuntary termination of employment by the Company without Cause, any portion of the Award which has not yet vested shall vest at such time, but only to the extent the Performance Criteria are achieved, without regard to such termination of employment, and any payment under Section 4 hereof shall be prorated based on the number of months in the portion of the Performance Period during which the Awardee was employed by the Company. For purposes of determining such prorated amount under this subsection, the Awardee shall be deemed to be employed for an entire month if the Awardee terminates during such month while employed during the Performance Period. Without limiting the foregoing, in the event the Awardee’s employment terminates before the end of the Performance Period on account of Retirement or involuntary termination of employment by the Company without Cause, any portion of the Award which vests in accordance with the foregoing sentence shall be payable at the time and in the manner set forth in Section 4 after the end of the Performance Period, and such payment which would otherwise be received hereunder had the Awardee remained employed shall be reduced in the same proportion as the period in the Performance Period during which the Awardee was not employed due to such termination. For example, if the Awardee’s employment terminates on account of Retirement on December 31, 2013, and if the Performance Criteria are achieved at the target level at the end of the Performance Period, the Awardee shall be entitled to receive one-third of the Target Grant, payable on January 1 following the end of the Performance Period or such later date as the Company may determine but no later than March 15 of the calendar year following the end of the Performance Period, subject to all terms and conditions provided herein.

Notwithstanding anything in the Plan to the contrary, for purposes of this Agreement, Retirement shall mean the voluntary termination of employment by

the Awardee after the date on which the Awardee either (i) attains age sixty five (65), or (ii) both attains age fifty five (55) and completes seven (7) years of service with the Company and its affiliates, whether or not such service is consecutive.

(c) If the Awardee’s employment terminates before the end of the Performance Period on account of death or Disability, the Award shall vest at the Target Grant as though one hundred percent (100%) of the Performance Criteria were achieved, and any portion of the Award which vests in accordance with the foregoing shall be prorated based on the number of months in the portion of the Performance Period during which the Awardee was employed by the Company. For purposes of determining such prorated amount under this subsection, the Awardee shall be deemed to be employed for an entire month if the Awardee terminates during such month while employed during the Performance Period. Such amount shall be payable in the month following such termination on account of death or Disability; provided, in the case of Disability, such Disability also meets the requirements for a disability as defined under Section 409A of the Code (“Section 409A”). To the extent such Disability does not meet the requirements for a disability as defined under Section 409A, such amount shall be payable at the time and in the manner set forth in Section 4 above after the end of the Performance Period.

(d) Each outstanding Performance Share hereunder shall immediately and fully vest at the Target Grant as though one hundred percent (100%) of the Performance Criteria were achieved, and any restrictions shall lapse, upon the occurrence of a Change in Control that occurs while the Awardee is employed with the Company or any of its affiliates and before the end of the Performance Period. Any portion of the Award which vests in accordance with the foregoing shall be payable on the earlier of (i) in the month following such Change in Control provided such Change in Control also meets the requirements for a change in control event as defined under Section 409A or (ii) the time set forth in Section 4 above after the end of the Performance Period.

7. Tax Withholding. The Company shall withhold from any payment hereunder a number of Shares sufficient to cover any required withholding taxes to the extent required by minimum statutory withholding requirements.

8. Non‑Transferability. Neither the Award nor any rights under this Agreement or the Compensation Statement may be assigned, transferred or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, will be void and of no effect.

9. Definitions: Application of Plan. To the extent not specifically defined in this Agreement or the Compensation Statement, all capitalized terms used in this Agreement and the Compensation Statement will have the same meanings ascribed to them in the Plan. The Performance Shares are granted to the Awardee subject to all terms and conditions of the Plan. The terms set forth in this Agreement are an integral part of the Compensation Statement and should be read in conjunction therewith.

10. Choice of Law. To the extent not preempted by Federal law, this Agreement and the Compensation Statement and all determinations and actions taken hereunder and thereunder shall be governed by the laws of the State of Missouri, without giving effect to principles of conflicts or choice of law rules or principles, and construed accordingly, except for those matters subject to the General Corporation Law of Delaware, which shall be governed by such Law, without giving effect to principles of conflicts laws, and construed accordingly.

11. Adjustment. Appropriate adjustments in outstanding Performance Shares and payments with respect to such outstanding Performance Shares shall be made by the Committee to give effect to adjustments made in the number or type of Shares through a reclassification, stock dividend, stock split, stock combination or similar event in accordance with the terms of the Plan.

12. Section 409A. It is intended that this Agreement shall be administered in a manner that will comply with or meet an exception from Section 409A, and this Agreement shall be administered and interpreted in accordance with such intent. The Committee may adopt rules deemed necessary or appropriate to qualify for an exception from or to comply with the requirements of Section 409A. Notwithstanding anything in this Section 12 to the contrary, no amendment to or payment under this Agreement will be made unless permitted under Section 409A. If any amount shall be payable hereunder as a result of the Awardee’s “separation from service” at such time as the Awardee is a “specified employee” (as those terms are defined for purposes of Section 409A) and such amount is subject to the provisions of Section 409A, then no payment shall be made, except as permitted under Section 409A, prior to the first day of the seventh calendar month beginning after the Awardee’s separation from service, provided that, payment shall be made sooner upon the date of the Awardee’s earlier death following such separation from service.For the avoidance of doubt, the Awardee shall become entitled to payment at the earliest payment event, if any, described herein that occurs with respect to such Awardee, at the time and manner described herein and otherwise subject to all terms and conditions herein, and any rights hereunder shall terminate upon any payment with respect to such payment event.

Exhibit A

Performance Criteria

Forty percent (40%) of the Performance Shares in the Target Grant will increase or decrease based upon the Company’s three-year average adjusted “Sales Growth”, forty percent (40%) of the Performance Shares in the Target Grant will increase or decrease based upon the Company’s “Return on Invested Capital” (ROIC) in each year of the three-year Performance Period and twenty percent (20%) of the Performance Shares in the Target Grant will increase or decrease based upon the Company’s three-year average relative “Total Shareholder Return” (TSR) during the Performance Period in accordance with this Exhibit A.

Adjusted Sales Growth

• The Company calculates adjusted Sales Growth as follows:

◦ The Company defines sales growth in the same manner as for the Annual Bonus Plan except that acquisitions and divestitures are included in the annual growth rate

◦ The payout is calculated as by using the three-year average of year-over-year percentage changes in net sales (currency adjusted)

• Aside from currency adjustments, the Company does not anticipate any other adjustments to this criteria

Return on Invested Capital (ROIC)

• Goals for each year of the three-year Performance Period are set annually in February

◦ Acquisitions will be excluded from the results during the initial year

• The company calculates Return on Invested Capital as follows:

(Pre-tax income + Interest + Acquisition related amortization +Restructuring costs + Acquisition transactions costs) * (Assumed tax rate)

Total Equity + Debt - Cash

◦ The denominator uses a 13 month rolling average for Equity, Debt and Cash

• ROIC is computed for each year of the three-year Performance Period, with each year viewed as a separate goal, the attainment of which vests or forfeits one-third of the award subject to the ROIC Performance Criteria (subject to continued employment)

Relative Total Shareholder Return (TSR)

• Relative Total Shareholder Return compares the results of investing in SIAL vs other companies in our industry considering both the appreciation or depreciation in share price as well as the value of dividends distributed during the time period

• The calculation uses the following:

◦Dividends are treated as reinvested in company stock on the ex-dividend date

◦ Share price is calculated at the beginning and end of the period using the closing price averaged for each business day during the month of December (December 2012 and December 2015)

◦ The relative comparison is done with the same comparator group as used for executive compensation, using companies in the peer group both at the beginning and end of the Performance Period

◦ The Committee’s independent consultant will be used as the authority for this calculation

EX-31.1

Exhibit 31.1

CEO FORM 10-Q CERTIFICATION

I, Rakesh Sachdev, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Sigma-Aldrich Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 25, 2013

/s/    Rakesh Sachdev

Rakesh Sachdev

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CFO FORM 10-Q CERTIFICATION

I, Jan A. Bertsch, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Sigma-Aldrich Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 25, 2013

/s/    Jan A. Bertsch

Jan A. Bertsch

Executive Vice President, Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AND EXCHANGE ACT RULE 13a-14(b)

In connection with the quarterly report of Sigma-Aldrich Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rakesh Sachdev, President and Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    Rakesh Sachdev

Rakesh Sachdev

President and Chief Executive Officer

Sigma-Aldrich Corporation

April 25, 2013

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AND EXCHANGE ACT RULE 13a-14(b)

In connection with the quarterly report of Sigma-Aldrich Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jan A. Bertsch, Executive Vice President, Chief Financial Officer and Treasurer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    Jan A. Bertsch

Jan A. Bertsch

Executive Vice President, Chief Financial Officer and Treasurer

Sigma-Aldrich Corporation

April 25, 2013

XML

Derivative Financial Instruments and Cash Flow Hedging Strategy Schedule Of Gain Loss - Income Statement (Details) (Other Comprehensive Income (Loss) [Member], USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Other Comprehensive Income (Loss) [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	$ 11	$ 0

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Other Assets And Liabilities (Other Assets) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Other Assets And Liabilities [Abstract]
Other investments	$ 21	$ 16
Cash value of life insurance policies	31	29
Deferred taxes	15	17
Long Term Certificates of Deposit	31	0
Other non-current assets	27	27
Total other assets	$ 125	$ 89

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Pension And Post-Retirement Benefits (Pension And Post-Retirement Benefits And Liabilities) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]
Defined Contribution Plan, Cost Recognized	$ 6	$ 2
Retiree medical liability	47	47
Pension liability	88	91
Subtotal	135	138
Less: current portion (included in other current liabilities)	(3)	(3)
Pension and post-retirement benefits	$ 132	$ 135

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Intangible Assets (Amortizable And Unamortizable Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Intangible Assets [Line Items]
Total amortizable intangible assets, Cost	$ 387	$ 393
Total amortizable intangible assets, Accumulated Amortization	129	123
Goodwill, Gross	701	717
Goodwill, Cost	675	691
Total unamortizable intangible assets, Cost	721	737
Total unamortizable intangible assets, Accumulated Amortization	34	34
Goodwill [Member]
Intangible Assets [Line Items]
Goodwill, Accumulated Amortization	26	26
Trademarks And Trade Names [Member]
Intangible Assets [Line Items]
Trademarks and trade names, Cost	20	20
Trademark Indefinite-lived Intangible Assets, Accumulated Amortization	8	8
Patents [Member]
Intangible Assets [Line Items]
Total amortizable intangible assets, Cost	14	14
Total amortizable intangible assets, Accumulated Amortization	8	8
Licenses [Member]
Intangible Assets [Line Items]
Total amortizable intangible assets, Cost	47	47
Total amortizable intangible assets, Accumulated Amortization	18	17
Customer Relationships [Member]
Intangible Assets [Line Items]
Total amortizable intangible assets, Cost	249	255
Total amortizable intangible assets, Accumulated Amortization	65	61
Technical Knowledge [Member]
Intangible Assets [Line Items]
Total amortizable intangible assets, Cost	48	48
Total amortizable intangible assets, Accumulated Amortization	16	15
Other [Member]
Intangible Assets [Line Items]
Total amortizable intangible assets, Cost	29	29
Total amortizable intangible assets, Accumulated Amortization	$ 22	$ 22

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Derivative Financial Instruments and Cash Flow Hedging Strategy Financial Derivatives and Risk Management (Tables)

3 Months Ended

Mar. 31, 2013

Derivative Financial Instruments and Cash Flow Hedging Strategy [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

The following table summarizes the fair values of the forward foreign currency exchange contracts designated as cash flow hedges at March 31, 2013 and December 31, 2012:

Item	Reporting Location	March 31, 2013	December 31, 2012
Forward exchange contracts asset derivative	Other current assets	$11	$6
Forward exchange contracts liability derivative	Other current liabilities	—	3
Gain recognized in AOCI, net	AOCI	14	3

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance [Table Text Block]

The following table summarizes the effect of the forward foreign currency exchange contracts designated as cash flow hedges on the Company's consolidated statements of comprehensive income during the three months ended March 31, 2013 and March 31, 2012, net of immaterial tax effects. Amounts reclassified from AOCI to net income during these same periods were immaterial.

Item	Reporting Location	March 31, 2013	March 31, 2012
Gain recognized in OCI, net	OCI	$11	—

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Other Assets And Liabilities (Other Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Other Assets And Liabilities [Abstract]
Deferred compensation	$ 28	$ 31
Non-current income taxes	34	33
Other non-current liabilities	10	10
Total other non-current liabilities	$ 72	$ 74

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Company Operations By Business Unit (Geographic Financial Information - Net Sales To Unaffiliated Customers) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Segment Reporting Information [Line Items]
Net sales to unaffiliated customers	$ 675	$ 665
United States [Member]
Segment Reporting Information [Line Items]
Net sales to unaffiliated customers	256	240
Other Countries [Member]
Segment Reporting Information [Line Items]
Net sales to unaffiliated customers	$ 419	$ 425

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Debt (Schedule Of Notes Payable And Long-Term Debt Additional Information) (Details) In Millions, unless otherwise specified	3 Months Ended									3 Months Ended
	Mar. 31, 2013 USD ($)	Mar. 31, 2012 USD ($)	Mar. 31, 2013 Five-Year Revolving Credit Facility Maturing May 9, 2017 [Member] USD ($)	Mar. 31, 2013 $200.0 European Revolving Credit Facility, Due March 13, 2014 [Member] USD ($)	Mar. 31, 2013 Sigma-Aldrich Korea Limited Credit Facility, Due June 30, 2013 [Member] USD ($)	Mar. 31, 2013 Sigma-Aldrich Korea Limited Credit Facility, Due June 30, 2013 [Member] KRW	Mar. 31, 2013 Sigma-Aldrich Japan Credit Facility [Member] USD ($)	Mar. 31, 2013 Sigma-Aldrich Japan Credit Facility [Member] JPY (¥)	Mar. 31, 2013 Other Short-Term Credit Facilities [Member] USD ($)	Mar. 31, 2013 Senior Notes, Due November 1, 2020 [Member] USD ($)	Mar. 31, 2013 Long-Term Debt [Member] USD ($)	Dec. 31, 2012 Long-Term Debt [Member] USD ($)	Mar. 31, 2013 Long-Term Debt [Member] Senior Notes, Due November 1, 2020 [Member] USD ($)	Dec. 31, 2012 Long-Term Debt [Member] Senior Notes, Due November 1, 2020 [Member] USD ($)
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity			$ 600		$ 18	20,000	$ 21	¥ 2,000	$ 3
Line of Credit Facility, Term			5 years
Debt instrument, maturity date			May 09, 2017	Mar. 13, 2014	Jun. 30, 2013	Jun. 30, 2013	Apr. 30, 2014	Apr. 30, 2014		Nov. 01, 2020
Debt instrument covenant ratio of consolidated debt to total capitalization, maximum			65.00%	55.00%
Debt Instrument, Covenant, Ratio of Consolidated Debt Plus Subsidiary Debt to Net Worth				25.00%
Debt Instrument, Covenant, Ratio of Consolidated Debt to Total Net Worth			25.00%
Consolidated debt as percentage of total capitalization			13.40%	13.40%
Subsidiary Debt Plus Consolidated Secured Debt, as a Percent of Total Net Worth				0.00%
Debt Instrument, Covenant Ratio, Consolidated Debt Plus Subsidiary Debt as a Percentage of Total Net Worth			0.00%
Debt instrument covenant consolidated net worth, minimum				750
Consolidated net worth				2,511
Debt instrument face amount				200
Outstanding			89							300	300	300	300	300
Stated interest rate										3.375%
Interest Expense, Debt	$ 2	$ 2

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Share Repurchases (Details) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Disclosure of Repurchase Agreements [Abstract]
Authorized shares repurchase	110	110
Treasury Stock, Shares, Acquired	100	99
Shares outstanding	120	120

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Other Assets And Liabilities (Other Current Assets) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Other Assets And Liabilities [Abstract]
Other receivables	$ 38	$ 36
Prepaid expenses	24	29
Certificates of deposit	25	27
Other current assets	3	3
Total other current assets	$ 90	$ 95

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New Accounting Pronouncements

3 Months Ended

Mar. 31, 2013

New Accounting Pronouncements [Abstract]

Description of New Accounting Pronouncements Not yet Adopted [Text Block]

New Accounting Pronouncements

In February 2013, the FASB issued ASU No. 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income" that requires entities to disclose either on the face of or in the notes to the financial statements the effects of reclassifications out of AOCI. For items reclassified out of AOCI and into net income in their entirety, entities must disclose the effect of the reclassification on each affected net income item. For items that are not reclassified in their entirety into net income, entities must provide a cross reference to other required U.S. GAAP disclosures. This ASU does not change the items currently reported in other comprehensive income and is effective for annual reporting periods beginning after December 15, 2012 and interim periods within those years. The adoption of these provisions did not have a material impact on the consolidated financial statements of the Company.

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Company Operations By Business Unit (Geographic Financial Information - Long-Lived Assets) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Segment Reporting [Abstract]
United States	$ 549	$ 549
Other countries	371	351
Total	$ 920	$ 900

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Shares Used In Calculation Of Earnings Per Share

EPS calculations have been made using the following share information (in millions):

	Three Months Ended March 31,
	2013	2012
Weighted average shares
Basic shares	120	121
Effect of dilutive securities	1	1
Diluted shares	121	122

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Other Assets And Liabilities (Tables)

3 Months Ended

Mar. 31, 2013

Other Assets And Liabilities [Abstract]

Other Current Assets

Other current assets are summarized as follows:

	March 31, 2013		December 31, 2012
Other receivables	$	38	$	36
Prepaid expenses	24		29
Certificates of deposit	25		27
Other current assets	3		3
Total other current assets	$	90	$	95

Other Assets

Other assets are summarized as follows:

	March 31, 2013		December 31, 2012
Other investments	$	21	$	16
Cash value of life insurance policies	31		29
Deferred taxes	15		17
Long term certificates of deposit	31		—
Other non-current assets	27		27
Total other assets	$	125	$	89

Other Current Liabilities

Other current liabilities are summarized as follows:

	March 31, 2013		December 31, 2012
Legal and professional	$	6	$	6
Pension and post-retirement	3		3
Freight	8		7
Other accrued expenses	57		61
Total other current liabilities	$	74	$	77

Other Liabilities

Other liabilities are summarized as follows:

	March 31, 2013		December 31, 2012
Deferred compensation	$	28	$	31
Non-current income taxes	34		33
Other non-current liabilities	10		10
Total other non-current liabilities	$	72	$	74

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Pension And Post-Retirement Benefits (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Cost of 401(k) Retirement Savings Plan	$ 6	$ 2
Pension Plans, International [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer contributions to pension plans	2
U.S. Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer contributions to pension plans	0
Scenario, Forecast [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer contributions to pension plans	8
Scenario, Forecast [Member] | U.S. Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer contributions to pension plans	$ 0

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Accumulated Other Comprehensive Income Disclosure (Tables)

3 Months Ended

Mar. 31, 2013

Accumulated Other Comprehensive Income Disclosure [Abstract]

Changes in Accumulated Other Comprehensive Income by Component [Table Text Block]

The following table shows the components of AOCI for the period ended March 31, 2013.

	Foreign Currency Translation Adjustment Income (Loss), Net			Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain on Securities, Net		Unrealized Gain on Cash Flow Hedges, Net		Total
Beginning balance	$	141		$	(78	)	$	3	$	3	$	69
Other comprehensive income (loss) before reclassification	(55		)	—			3		11		(41		)
Less: Amounts reclassified from accumulated other comprehensive income	—			(2		)	1		—		(1		)
Net current-period other comprehensive income (loss)	(55		)	2			2		11		(40		)
Ending balance	$	86		$	(76	)	$	5	$	14	$	29

The following table shows the components of AOCI for the period ended March 31, 2012.

	Foreign Currency Translation Adjustment Income, Net		Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net			Total
Beginning balance	$	119	$	(88	)	$	(1	)	$	30
Other comprehensive income (loss) before reclassification	20		—			2			22
Less: Amounts reclassified from accumulated other comprehensive income	—		(1		)	—			(1		)
Net current-period other comprehensive income (loss)	20		1			2			23
Ending balance	$	139	$	(87	)	$	1		$	53

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Inventories (Principal Categories Of Inventories) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Inventory, Net [Abstract]
Inventory, Finished Goods, Net of Reserves	$ 569	$ 585
Inventory, Work in Process, Net of Reserves	39	36
Inventory, Raw Materials, Net of Reserves	103	101
Total	$ 711	$ 722

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Reclassifications

3 Months Ended

Mar. 31, 2013

Reclassifications [Abstract]

Reclassifications

Reclassifications

Certain reclassifications of prior year amounts have been made to conform to the current year presentation.

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Intangible Assets (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 7	$ 7
Finite-lived intangible assets, future amortization expense, four year estimate, minimum	21
Finite-lived intangible assets, future amortization expense, four year estimate, maximum	$ 26
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	1 year
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives (in years)	20 years

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Derivative Financial Instruments and Cash Flow Hedging Strategy General Cash Flow Hedge Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Derivative [Line Items]
Notional Amount of Foreign Currency Cash Flow Hedge Derivatives	$ 235	$ 254
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	13
Maximum Length of Time Hedged in Cash Flow Hedge	0 years 24 months 0 days
Minimum [Member]
Derivative [Line Items]
Revenue, Net, Percent denominated in Non-US Currencies	60.00%
Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Notional Amount of Foreign Currency Derivatives	$ 142	$ 116

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Changes in Accumulated Other Comprehensive Income by Component (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	$ 141		$ 119
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax	(55)		20
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment Realized upon Sale or Liquidation, Net of Tax	0		0
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	(55)	20	20
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	86	141	139
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	(78)		88
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	0		0
Other Comprehensive Income (Loss), Reclassification, Pension and Other Postretirement Benefit Plans, Net Gain (Loss) Recognized in Net Periodic Benefit Cost, Net of Tax	(2)		(1)
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax	2	1	1
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	(76)	(78)	87
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax	3		(1)
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax	3		2
Other Comprehensive Income (Loss), Reclassification Adjustment for Sale of Securities Included in Net Income, Net of Tax	1		0
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, before Reclassification Adjustments, Net of Tax	2	2	2
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax	5	3	1
Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax	3
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax	11
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax	0
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax	11
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax	14	3
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Net of Tax	69		30
Total Other Comprehensive Income Before Reclasification	(41)		22
Total Amount Reclassfied from Accumulated Other Comprehensive Income	(1)		(1)
Net Current-Period Other Comprehensive Income	(40)		23
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ 29	$ 69	$ 53

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Consolidated Statements Of Income (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Statement [Abstract]
Net sales	$ 675	$ 665
Cost of Goods and Services Sold	331	310
Gross profit	344	355
Selling, general and administrative expenses	161	160
Research and development expenses	17	18
Acquisition transaction costs	0	5
Operating income	166	172
Interest, net	1	1
Income before income taxes	165	171
Provision for income taxes	43	54
Net income	$ 122	$ 117
Net income per share - Basic	$ 1.02	$ 0.97
Net income per share - Diluted	$ 1.01	$ 0.96
Weighted average number of shares outstanding - Basic	120	121
Weighted average number of shares outstanding - Diluted	121	122
Dividends per share	$ 0.22	$ 0.20

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Pension And Post-Retirement Benefits (Components Of The Net Periodic Benefit Costs) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
U.S. Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 0	$ 2
Interest cost	2	2
Expected return on plan assets	(3)	(3)
Amortization	1	1
Net periodic benefit cost	0	2
Pension Plans, International [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	3	2
Interest cost	2	2
Expected return on plan assets	(3)	(2)
Amortization	1	1
Net periodic benefit cost	3	3
Post-Retirement Medical Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0
Interest cost	0	1
Expected return on plan assets	0	0
Amortization	0	0
Net periodic benefit cost	$ 0	$ 1

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Consolidated Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flows from operating activities:
Net income	$ 122	$ 117
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	35	32
Deferred income taxes	6	20
Stock-based compensation expense	8	6
Other	(2)	(3)
Changes in operating assets and liabilities:
Accounts receivable	(51)	(46)
Inventories	4	(16)
Accounts payable	(4)	6
Income taxes	21	13
Other, net	15	15
Net cash provided by operating activities	154	144
Cash flows from investing activities:
Capital expenditures	(25)	(32)
Purchases of short-term investments	(51)	(16)
Proceeds from sales of short-term investments	20	21
Acquisitions of businesses, net of cash acquired	0	(389)
Other, net	(3)	(3)
Net cash used in investing activities	(59)	(419)
Cash flows from financing activities:
Net issuance/(repayment) of short-term debt	(294)	193
Dividends	(26)	(24)
Share repurchases	(27)	(25)
Proceeds from exercise of stock options	10	14
Excess tax benefits from stock-based payments	3	7
Net cash provided by/(used in) financing activities	(334)	165
Effect of foreign currency exchange rate changes on cash	(14)	3
Net change in cash and cash equivalents	(253)	(107)
Cash and cash equivalents at January 1	724	665
Cash and cash equivalents at March 31	471	558
Supplemental disclosures of cash flow information:
Income taxes paid	12	11
Interest paid, net of capitalized interest	$ 0	$ 0

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Debt (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Debt Disclosure [Abstract]
Long-term Debt, Fair Value	$ 310		$ 315
Interest Expense, Debt	$ 2	$ 2

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Inventories (Tables)

3 Months Ended

Mar. 31, 2013

Inventory, Net [Abstract]

Principal Categories Of Inventories

The principal categories of inventories are:

	March 31, 2013		December 31, 2012
Finished goods	$	569	$	585
Work in process	39		36
Raw materials	103		101
Total	$	711	$	722

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Debt (Schedule Of Notes Payable And Long-Term Debt) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Short-term Debt, Weighted Average Interest Rate	0.20%	0.20%
Long-term Debt, Weighted Average Interest Rate, Current Maturities	0.00%	0.00%
Debt, Current	$ 89	$ 383
Debt, Weighted Average Interest Rate, Short-term and Current Maturities of Long-term Debt	0.20%	0.20%
Long-term Debt, Weighted Average Interest Rate, Noncurrent Maturities	3.40%	3.40%
Long-term Debt, Weighted Average Interest Rate	3.40%	3.40%
Commercial Paper [Member]
Debt Instrument [Line Items]
Short-term Debt	89	381
Short-term Debt, Weighted Average Interest Rate	0.20%	0.20%
$200.0 European Revolving Credit Facility, Due March 13, 2014 [Member]
Debt Instrument [Line Items]
Short-term Debt	0	0
Short-term Debt, Weighted Average Interest Rate	0.00%	0.00%
Sigma-Aldrich Korea Limited Credit Facility, Due June 30, 2013 [Member]
Debt Instrument [Line Items]
Short-term Debt	0	0
Short-term Debt, Weighted Average Interest Rate	0.00%	0.00%
Sigma-Aldrich Japan Credit Facility [Member]
Debt Instrument [Line Items]
Short-term Debt	0	0
Short-term Debt, Weighted Average Interest Rate	0.00%	0.00%
Other Short-Term Credit Facilities [Member]
Debt Instrument [Line Items]
Short-term Debt	0	2
Short-term Debt, Weighted Average Interest Rate	0.00%	1.50%
Senior Notes, Due November 1, 2020 [Member]
Debt Instrument [Line Items]
Outstanding	300
Long-term Debt, Weighted Average Interest Rate, Noncurrent Maturities	3.40%	3.40%
Total Notes Payable [Member]
Debt Instrument [Line Items]
Short-term Debt	89	383
Plus-Current Maturities Of Long-Term Debt [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	0	0
Total Notes Payable And Current Maturities Of Long-Term Debt [Member]
Debt Instrument [Line Items]
Debt, Current	89	383
Long-Term Debt [Member]
Debt Instrument [Line Items]
Outstanding	300	300
Long-Term Debt [Member] | Senior Notes, Due November 1, 2020 [Member]
Debt Instrument [Line Items]
Outstanding	300	300
Less - Current Maturities [Member]
Debt Instrument [Line Items]
Long-term Debt, Current Maturities	0	0
Total Long-Term Debt [Member]
Debt Instrument [Line Items]
Long-term Debt, Excluding Current Maturities	$ 300	$ 300

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Debt (Tables)

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Schedule Of Notes Payable And Long-Term Debt

Notes payable and long-term debt consists of the following:

	March 31, 2013				December 31, 2012
	Outstanding		Weighted Average Rate		Outstanding		Weighted Average Rate
Notes payable
Commercial paper (1)	$	89	0.2	%	$	381	0.2	%
$200.0 European revolving credit facility, due March 13, 2014 (2)	—		—		—		—
Sigma-Aldrich Korea Limited credit facility, due June 30, 2013 (3)	—		—		—		—
Sigma-Aldrich Japan GK credit facilities (4)	—		—		—		—
Other short-term credit facilities (5)	—		—		2		1.5	%
Total notes payable	89		0.2	%	383		0.2	%
Plus - current maturities of long-term debt	—		—		—		—
Total notes payable and current maturities of long-term debt	$	89	0.2	%	$	383	0.2	%
Long-term debt
Senior notes, due November 1, 2020 (6)	$	300	3.4	%	$	300	3.4	%
Total	300		3.4	%	300		3.4	%
Less - current maturities	—		—		—		—
Total long-term debt	$	300	3.4	%	$	300	3.4	%

(1) The Company has a $600five-year revolving credit facility with a syndicate of banks in the U.S. that supports the Company's commercial paper program that will mature on May 9, 2017. At March 31, 2013 and December 31, 2012, the Company did not have any borrowings outstanding under this facility. However, the amount available under the facility is reduced by the amount of commercial paper outstanding. The facility contains financial covenants that require the maintenance of a ratio of consolidated debt to total capitalization of no more than 65.0 percent and an aggregate amount of subsidiary debt plus consolidated secured debt of no more than 25.0 percent of total net worth. The Company’s total consolidated debt as a percentage of total capitalization and aggregate amount of subsidiary debt plus consolidated secured debt as a percentage of total net worth, as defined in the underlying credit agreement, was 13.4 percent and 0.0 percent, respectively, at March 31, 2013.

(2) This facility contains financial covenants that require the maintenance of consolidated net worth of at least $750, a ratio of consolidated debt to total capitalization of no more than 55.0 percent and an aggregate amount of subsidiary debt plus consolidated secured debt of no more than 25.0 percent of total net worth. The Company’s consolidated net worth, consolidated debt as a percentage of total capitalization and aggregate amount of subsidiary debt plus consolidated secured debt as a percentage of total net worth, as defined in the underlying credit agreement, were $2,511, 13.4 percent and 0.0 percent, respectively, at March 31, 2013.

(3) There were no outstanding borrowings under this facility, which had a total commitment of 20 billion Korean Won ($18), at March 31, 2013.

(4) Sigma-Aldrich Japan GK has two credit facilities having a total commitment of 2 billion Japanese Yen ($21), with one facility due April 30, 2014 and the other representing a line of credit with no expiration. There were no borrowings under the facilities at March 31, 2013.

(5) There were no borrowings under these facilities, which have total commitments in U.S. Dollar equivalents of $3, at March 31, 2013.

(6) The Company has $300 of 3.375 percent Senior Notes due November 1, 2020. Interest on the notes is payable May 1 and November 1 of each year. The notes may be redeemed, in whole or in part at the Company’s option, (i) at any time at specific redemption prices plus accrued interest or (ii) three months prior to the maturity date at a redemption price equal to 100 percent of the principal amount plus accrued interest.

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Basis Of Presentation

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis Of Presentation

Basis of Presentation

Sigma-Aldrich Corporation, headquartered in St. Louis, Missouri, is a leading Life Science and High Technology company whose biochemical and organic chemical products, kits and services are used in scientific research, including genomic and proteomic research, biotechnology, pharmaceutical development, the diagnosis of disease and as key components in pharmaceutical, diagnostics and high technology manufacturing.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information, the SEC's instructions to Form 10-Q and Article 10 of Regulation S-X and, accordingly, do not include all information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the notes to the Company's consolidated financial statements included in Part II, Item 8 of the Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included in these consolidated financial statements. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

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Consolidated Statements Of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Statement of Other Comprehensive Income [Abstract]
Net income	$ 122	$ 117
Other comprehensive income, net of tax:
Foreign currency translation adjustments	(55)	20
Other Comprehensive Income (Loss), Reclassification, Pension and Other Postretirement Benefit Plans, Net Gain (Loss) Recognized in Net Periodic Benefit Cost, Net of Tax	2	1
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, before Reclassification Adjustments, Net of Tax	2	2
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Parent	11	0
Other comprehensive income, net of tax	(40)	23
Comprehensive income	$ 82	$ 140

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Other Assets And Liabilities

3 Months Ended

Mar. 31, 2013

Other Assets And Liabilities [Abstract]

Other Assets And Liabilities

Other Assets and Liabilities

Other current assets

Other current assets are summarized as follows:

	March 31, 2013		December 31, 2012
Other receivables	$	38	$	36
Prepaid expenses	24		29
Certificates of deposit	25		27
Other current assets	3		3
Total other current assets	$	90	$	95

Other assets

Other assets are summarized as follows:

	March 31, 2013		December 31, 2012
Other investments	$	21	$	16
Cash value of life insurance policies	31		29
Deferred taxes	15		17
Long term certificates of deposit	31		—
Other non-current assets	27		27
Total other assets	$	125	$	89

Other current liabilities

Other current liabilities are summarized as follows:

	March 31, 2013		December 31, 2012
Legal and professional	$	6	$	6
Pension and post-retirement	3		3
Freight	8		7
Other accrued expenses	57		61
Total other current liabilities	$	74	$	77

Other liabilities

Other liabilities are summarized as follows:

	March 31, 2013		December 31, 2012
Deferred compensation	$	28	$	31
Non-current income taxes	34		33
Other non-current liabilities	10		10
Total other non-current liabilities	$	72	$	74

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Document And Entity Information	3 Months Ended
	Mar. 31, 2013
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Entity Registrant Name	SIGMA ALDRICH CORP
Entity Central Index Key	0000090185
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	120,334,566

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Earnings Per Share

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share

Earnings per Share

Basic EPS is calculated using the weighted average number of shares outstanding during each period. The diluted EPS calculation includes the impact of dilutive equity compensation awards.

EPS calculations have been made using the following share information (in millions):

	Three Months Ended March 31,
	2013	2012
Weighted average shares
Basic shares	120	121
Effect of dilutive securities	1	1
Diluted shares	121	122

Potential common shares totaling 1 million were excluded from the calculation of diluted weighted average shares for the three months ended March 31, 2013, because their effects were antidilutive. There were no common shares excluded from the calculation of diluted weighted average shares for the three months ended March 31, 2012.

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 471	$ 724
Accounts receivable, net	398	356
Inventories	711	722
Deferred taxes	30	32
Other	90	95
Total current assets	1,700	1,929
Property, plant and equipment:
Property, Plant and Equipment, Gross	2,001	2,011
Less - accumulated depreciation	(1,190)	(1,182)
Property, plant and equipment, net	811	829
Goodwill, net	675	691
Intangibles, net	270	282
Other	125	89
Total assets	3,581	3,820
Current liabilities:
Notes payable	89	383
Accounts payable	154	160
Payroll	52	55
Income taxes	45	26
Other	74	77
Total current liabilities	414	701
Long-term debt	300	300
Pension and post-retirement benefits	132	135
Deferred taxes	66	64
Other	72	74
Total liabilities	984	1,274
Stockholders' equity:
Common stock, $1.00 par value; 300 million shares authorized; 202 million shares issued at March 31, 2013 and December 31, 2012; 120 million shares outstanding at March 31, 2013 and December 31, 2012	202	202
Capital in excess of par value	294	276
Common stock in treasury, at cost, 82 million shares at March 31, 2013 and December 31, 2012	(2,294)	(2,271)
Retained earnings	4,366	4,270
Accumulated other comprehensive income	29	69
Total stockholders' equity	2,597	2,546
Total liabilities and stockholders' equity	$ 3,581	$ 3,820

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Intangible Assets

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible Assets

The Company’s amortizable and unamortizable intangible assets at March 31, 2013 and December 31, 2012 are as follows:

	Cost				Accumulated Amortization
	March 31, 2013		December 31, 2012		March 31, 2013		December 31, 2012
Amortizable intangible assets:
Patents	$	14	$	14	$	8	$	8
Licenses	47		47		18		17
Customer relationships	249		255		65		61
Technical knowledge	48		48		16		15
Other	29		29		22		22
Total amortizable intangible assets	$	387	$	393	$	129	$	123
Unamortizable intangible assets:
Goodwill	$	701	$	717	$	26	$	26
Trademarks and trade names	20		20		8		8
Total unamortizable intangible assets	$	721	$	737	$	34	$	34

The Company recorded amortization expense of $7 for the three months ended March 31, 2013 and 2012, respectively, related to amortizable intangible assets. Amortizable intangible assets are amortized over their estimated useful lives, which range from one to twenty years, using the straight-line method. The Company expects to record annual amortization expense for all existing intangible assets in a range from approximately $21 to $26 from 2013 through 2017.

The change in net goodwill for the three months ended March 31, 2013 is as follows:

Balance at December 31, 2012	$	691
Acquisitions	(1		)
Impact of foreign currency exchange rates	(15		)
Balance at March 31, 2013	$	675

Current period acquisition activity related to the finalization of purchase accounting for BioReliance and Research Organics, which were acquired in January 2012 and March 2012, respectively.

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Inventories

3 Months Ended

Mar. 31, 2013

Inventory, Net [Abstract]

Inventories

Inventories

The principal categories of inventories are:

	March 31, 2013		December 31, 2012
Finished goods	$	569	$	585
Work in process	39		36
Raw materials	103		101
Total	$	711	$	722

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill [Table Text Block]

The Company’s amortizable and unamortizable intangible assets at March 31, 2013 and December 31, 2012 are as follows:

	Cost				Accumulated Amortization
	March 31, 2013		December 31, 2012		March 31, 2013		December 31, 2012
Amortizable intangible assets:
Patents	$	14	$	14	$	8	$	8
Licenses	47		47		18		17
Customer relationships	249		255		65		61
Technical knowledge	48		48		16		15
Other	29		29		22		22
Total amortizable intangible assets	$	387	$	393	$	129	$	123
Unamortizable intangible assets:
Goodwill	$	701	$	717	$	26	$	26
Trademarks and trade names	20		20		8		8
Total unamortizable intangible assets	$	721	$	737	$	34	$	34

Change In Net Goodwill

The change in net goodwill for the three months ended March 31, 2013 is as follows:

Balance at December 31, 2012	$	691
Acquisitions	(1		)
Impact of foreign currency exchange rates	(15		)
Balance at March 31, 2013	$	675

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Share Repurchases

3 Months Ended

Mar. 31, 2013

Disclosure of Repurchase Agreements [Abstract]

Share Repurchases

Share Repurchases

At March 31, 2013 and December 31, 2012, the Company had repurchased a total of 100 and 99 million shares, respectively, of an authorized repurchase of 110 million shares. There were 120 million shares outstanding as of March 31, 2013. The Company expects to continue to offset, in whole or in part, the dilutive impact of issuing share-based compensation with future share repurchases. The Company may repurchase additional shares, but the timing and amount will depend on market conditions and other factors.

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Company Operations By Business Unit

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Company Operations By Business Unit

Company Operations by Business Unit

Effective January 1, 2013, the Company's business unit structure was realigned into three market-focused business units that are defined by the customers and markets they serve: Research, Applied and SAFC Commercial. The business unit structure is the Company's approach to serving customers and reporting sales rather than any internal division used to allocate resources. Net sales for the Company's business units are as follows:

	Three Months Ended March 31,
	2013		2012
Research	$	361	$	372
Applied	159		153
SAFC Commercial	155		140
Total	$	675	$	665

During 2012, the Company operated with the business units of Research and SAFC.

The Company's Chief Operating Decision Maker is the CEO. The CEO and the Board review profit and loss information on a consolidated basis to assess performance and make overall operating decisions as well as resource allocations. The Company's business units are closely interrelated in their activities and share services such as order entry, billing, technical services, the e-commerce infrastructure, purchasing and inventory control. The business units also share production and distribution facilities. Additionally, these business units are supported by centralized functional areas such as finance, human resources, quality, safety and compliance and information technology. Further, the Company’s CEO, CFO and business unit Presidents participate in compensation programs in which all or a significant portion of their incentive compensation is based upon consolidated Company results for sales growth (and for the business unit Presidents, the sales growth in the business unit for which they are responsible), consolidated Company operating income, consolidated Company free cash flow and individual/business unit objectives based on consolidated Company EPS (and for the business unit Presidents, the profitability for certain sites within their respective business unit). Based on these factors, the Company has concluded that it operates in one segment.

Sales are attributed to countries based upon the location from which the product was shipped or services were performed. Geographic financial information is as follows:

	Three Months Ended March 31,
	2013		2012
Net sales to unaffiliated customers:
United States	$	256	$	240
Other countries	419		425
Total	$	675	$	665

	March 31, 2013		December 31, 2012
Long-lived assets:
United States	$	549	$	549
Other countries	371		351
Total	$	920	$	900

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Debt

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Debt

Debt

Notes payable and long-term debt consists of the following:

	March 31, 2013				December 31, 2012
	Outstanding		Weighted Average Rate		Outstanding		Weighted Average Rate
Notes payable
Commercial paper (1)	$	89	0.2	%	$	381	0.2	%
$200.0 European revolving credit facility, due March 13, 2014 (2)	—		—		—		—
Sigma-Aldrich Korea Limited credit facility, due June 30, 2013 (3)	—		—		—		—
Sigma-Aldrich Japan GK credit facilities (4)	—		—		—		—
Other short-term credit facilities (5)	—		—		2		1.5	%
Total notes payable	89		0.2	%	383		0.2	%
Plus - current maturities of long-term debt	—		—		—		—
Total notes payable and current maturities of long-term debt	$	89	0.2	%	$	383	0.2	%
Long-term debt
Senior notes, due November 1, 2020 (6)	$	300	3.4	%	$	300	3.4	%
Total	300		3.4	%	300		3.4	%
Less - current maturities	—		—		—		—
Total long-term debt	$	300	3.4	%	$	300	3.4	%

(1) The Company has a $600five-year revolving credit facility with a syndicate of banks in the U.S. that supports the Company's commercial paper program that will mature on May 9, 2017. At March 31, 2013 and December 31, 2012, the Company did not have any borrowings outstanding under this facility. However, the amount available under the facility is reduced by the amount of commercial paper outstanding. The facility contains financial covenants that require the maintenance of a ratio of consolidated debt to total capitalization of no more than 65.0 percent and an aggregate amount of subsidiary debt plus consolidated secured debt of no more than 25.0 percent of total net worth. The Company’s total consolidated debt as a percentage of total capitalization and aggregate amount of subsidiary debt plus consolidated secured debt as a percentage of total net worth, as defined in the underlying credit agreement, was 13.4 percent and 0.0 percent, respectively, at March 31, 2013.

(2) This facility contains financial covenants that require the maintenance of consolidated net worth of at least $750, a ratio of consolidated debt to total capitalization of no more than 55.0 percent and an aggregate amount of subsidiary debt plus consolidated secured debt of no more than 25.0 percent of total net worth. The Company’s consolidated net worth, consolidated debt as a percentage of total capitalization and aggregate amount of subsidiary debt plus consolidated secured debt as a percentage of total net worth, as defined in the underlying credit agreement, were $2,511, 13.4 percent and 0.0 percent, respectively, at March 31, 2013.

(3) There were no outstanding borrowings under this facility, which had a total commitment of 20 billion Korean Won ($18), at March 31, 2013.

(4) Sigma-Aldrich Japan GK has two credit facilities having a total commitment of 2 billion Japanese Yen ($21), with one facility due April 30, 2014 and the other representing a line of credit with no expiration. There were no borrowings under the facilities at March 31, 2013.

(5) There were no borrowings under these facilities, which have total commitments in U.S. Dollar equivalents of $3, at March 31, 2013.

(6) The Company has $300 of 3.375 percent Senior Notes due November 1, 2020. Interest on the notes is payable May 1 and November 1 of each year. The notes may be redeemed, in whole or in part at the Company’s option, (i) at any time at specific redemption prices plus accrued interest or (ii) three months prior to the maturity date at a redemption price equal to 100 percent of the principal amount plus accrued interest.

The Company has provided guarantees to certain subsidiaries for any outstanding borrowings from the European revolving credit facility and the short-term credit facilities of the wholly-owned Korean and Japanese subsidiaries. At March 31, 2013, there were no existing events of default that would require the Company to honor these guarantees.

Total interest expense incurred on short-term and long-term debt, net of amounts capitalized, was $2 for the three months ended March 31, 2013 and 2012, respectively.

The fair value of long-term debt was approximately $310 and $315 at March 31, 2013 and December 31, 2012, respectively. The fair value of long-term debt was based upon a discounted cash flow analysis that used the aggregate cash flows from principal and interest payments over the life of the debt and current market interest rates.

As of March 31, 2013, the Company had sufficient net worth, as defined in the underlying credit agreements, to allow for borrowing the full capacity under the credit agreement for each facility without any restriction related to compliance with the respective financial debt covenants.

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Derivative Financial Instruments and Cash Flow Hedging Strategy Financial Derivatives and Risk Management (Notes)

3 Months Ended

Mar. 31, 2013

Financial Derivatives and Risk Management [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

Financial Derivatives and Risk Management

The Company transacts business in many parts of the world and is subject to risks associated with changing foreign currency exchange rates. Accordingly, the Company uses both derivative instruments designated as cash flow hedges as well as derivative instruments that are not designated as hedging instruments to mitigate this risk. These derivative instruments are primarily comprised of foreign currency forward exchange contracts, and are classified within Level 2 of the fair value hierarchy for which fair value is determined by using foreign currency market spot rates and forward points observable at commonly quoted intervals. The Company does not enter into foreign currency contracts for speculative trading purposes.

Cash Flow Hedges

A significant portion of the Company's cost of products and services sold is denominated in the U.S. Dollar, while over 60 percent of the Company's net sales are denominated in other currencies. Intercompany inventory purchases, which are sourced primarily from subsidiaries with U.S. Dollar functional currencies, are sold to customers by international subsidiaries in other local currencies. In the third quarter of 2012, the Company implemented a program to use foreign currency forward exchange contracts to mitigate the foreign currency risk associated with these forecasted intercompany inventory purchases.

These derivatives have been designated as cash flow hedges, which qualify for hedge accounting treatment, whereby changes in fair value of the derivative are deferred in AOCI within stockholders' equity until the underlying hedged items are recognized in net income. Accordingly, the Company records cash flow hedge gains or losses within cost of products and services sold when the related inventory is sold to a customer. To the extent any portion of the hedge contract is determined to be ineffective, the increase or decrease in value of the contract prior to maturity will be recognized in income immediately. The cash flow impact from these derivatives is classified in the operating activities section of the Company's consolidated statements of cash flows, which is the same category as the underlying items being hedged. Gains or losses related to the ineffective portion of these hedging instruments were not material for the period ended March 31, 2013. At March 31, 2013 and December 31, 2012, the Company had a notional principal amount of $235 and $254, respectively, in foreign currency forward contracts outstanding.

The following table summarizes the fair values of the forward foreign currency exchange contracts designated as cash flow hedges at March 31, 2013 and December 31, 2012:

Item	Reporting Location	March 31, 2013	December 31, 2012
Forward exchange contracts asset derivative	Other current assets	$11	$6
Forward exchange contracts liability derivative	Other current liabilities	—	3
Gain recognized in AOCI, net	AOCI	14	3

The following table summarizes the effect of the forward foreign currency exchange contracts designated as cash flow hedges on the Company's consolidated statements of comprehensive income during the three months ended March 31, 2013 and March 31, 2012, net of immaterial tax effects. Amounts reclassified from AOCI to net income during these same periods were immaterial.

Item	Reporting Location	March 31, 2013	March 31, 2012
Gain recognized in OCI, net	OCI	$11	—

As of March 31, 2013, the majority of these contracts are in established currencies including the Euro, Japanese Yen and U.S. Dollar. During the next 12 months, we expect that approximately $13 of derivative gains included in AOCI, based on their valuation as of March 31, 2013, will be reclassified into income. The Company generally does not hedge its exposure to the exchange rate variability of future cash flows beyond the next ensuing twenty-four months.

Derivatives Not Designated As Hedging Instruments

The Company also uses foreign currency forward exchange contracts, which are not designated as hedging instruments, to hedge the value of certain intercompany receivables and payables denominated in foreign currencies. The Company's objective is to minimize the impact of foreign currency exchange rate changes during the period of time between the original transaction date and its cash settlement. Gains and losses on these contracts, 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 SG&A in the Company's consolidated statements of income. The duration of the contracts typically does not exceed six months. As of March 31, 2013, the majority of these contracts are in established currencies including the British Pound, Euro and Japanese Yen. The impact of these contracts was not material to the consolidated financial statements as of and for the periods ended March 31, 2013 and December 31, 2012. The notional amount of open foreign currency forward exchange contracts at March 31, 2013 and December 31, 2012 was $142 and $116, respectively.

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Pension And Post-Retirement Benefits

3 Months Ended

Mar. 31, 2013

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Pension And Post-Retirement Benefits

Pension and Post-retirement Benefits

The components of net periodic benefit cost for the three months ended March 31, 2013 and 2012 are as follows:

	Pension Plans												Post-Retirement Medical  Benefit Plans
	United States						International
	2013			2012			2013			2012			2013		2012
Service cost	$	—		$	2		$	3		$	2		$	—	$	—
Interest cost	2			2			2			2			—		1
Expected return on plan assets	(3		)	(3		)	(3		)	(2		)	—		—
Amortization	1			1			1			1			—		—
Net periodic benefit cost	$	—		$	2		$	3		$	3		$	—	$	1

Pension and post-retirement benefits liabilities consisted of the following as of the dates noted:

	March 31, 2013			December 31, 2012
Retiree medical liability	$	47		$	47
Pension liability	88			91
Subtotal	135			138
Less: current portion (included in other current liabilities)	(3		)	(3		)
Pension and post-retirement benefits liabilities	$	132		$	135

In the fourth quarter of 2012, the Board approved and management communicated changes to our U.S. defined benefit pension plan so that, effective December 31, 2012, the pension plan would be frozen and future retirement service benefits would no longer be accrued under this program. Effective January 1, 2013, the affected employees were eligible for additional contributions under an enhanced defined contribution plan. As a result of the freeze, participants under the plan are no longer accruing service based benefits and are being treated as inactive for accounting purposes. The Company will amortize accumulated unrecognized losses over the remaining estimated life of participants of approximately 38 years as of March 31, 2013.

The Company is not required to make a contribution to its U.S. pension plan in 2013. The Company contributed $2 to its international pension plans in the three months ended March 31, 2013. In total, the Company expects to contribute approximately $8 to its defined benefit pension plans in 2013.

The Company's 401(k) retirement savings plan provides retirement benefits to eligible U.S. employees in addition to those provided by the pension plan. The plan permits participants to voluntarily defer a portion of their compensation, subject to

Internal Revenue Code limitations. The Company also contributes a fixed amount per year to the account of each eligible employee plus a percentage of the employee's salary deferral. The cost for this plan was $6 and $2, respectively, for the three months ended March 31, 2013 and 2012.

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Intangible Assets (Change In Net Goodwill) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]
Balance at December 31, 2012	$ 691
Acquisitions	(1)
Impact of foreign currency exchange rates	(15)
Balance at March 31, 2013	$ 675

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Earnings Per Share (Shares Used In Calculation Of Earnings Per Share) (Details) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Earnings Per Share [Abstract]
Basic shares	120	121
Effect of dilutive securities	1	1
Diluted shares	121	122
Number of potential common shares from the calculation of weighted average shares considered to be antidilutive	1	0

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Contingent Liabilities And Commitments

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Contingent Liabilities And Commitments

Contingent Liabilities and Commitments

The Company is involved in legal proceedings generally incidental to its business, as described below:

The Company is a defendant in several lawsuits and claims related to the normal conduct of its business, including lawsuits and claims related to product liability and personal injury matters. The Company accrues for such liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. The Company has self-insured retention limits and has obtained insurance to provide coverage above the self-insured limits for claims made against it, including product liability and personal injury claims, subject to certain limitations and exclusions. Reserves have been provided to cover expected payments for these self-insured amounts at March 31, 2013.

At March 31, 2013, there were no contingent liabilities that management believes are reasonably likely to have a material adverse effect on the Company's consolidated financial condition, results of operations, cash flows or liquidity and there were no material commitments outside of the normal course of business. Material commitments in the normal course of business include notes payable, long-term debt, lease commitments and pension and other post-retirement benefit obligations which are disclosed in Note 6 – Notes Payable, Note 7 – Long-Term Debt, Note 9 – Lease Commitments and Note 15 – Pension and Other Post-retirement Benefit Plans, respectively, to the Company's consolidated financial statements included in Part II, Item 8 of the Annual Report, as updated in Note 7 – Debt and Note 10 – Pension and Post-retirement Benefits to the Company's consolidated financial statements included in Part I, Item 1 of this

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Company Operations By Business Unit (Tables)

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Net Sales For The Company's Business Units

Net sales for the Company's business units are as follows:

	Three Months Ended March 31,
	2013		2012
Research	$	361	$	372
Applied	159		153
SAFC Commercial	155		140
Total	$	675	$	665

Geographic Financial Information - Net Sales To Unaffiliated Customers

Sales are attributed to countries based upon the location from which the product was shipped or services were performed. Geographic financial information is as follows:

	Three Months Ended March 31,
	2013		2012
Net sales to unaffiliated customers:
United States	$	256	$	240
Other countries	419		425
Total	$	675	$	665

Geographic Financial Information - Long-Lived Assets

	March 31, 2013		December 31, 2012
Long-lived assets:
United States	$	549	$	549
Other countries	371		351
Total	$	920	$	900

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Other Assets And Liabilities (Other Current Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Other Assets And Liabilities [Abstract]
Legal and professional	$ 6	$ 6
Pension and post-retirement	3	3
Freight	8	7
Other accrued expenses	57	61
Total other current liabilities	$ 74	$ 77

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Company Operations By Business Unit (Net Sales For The Company's Business Units) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Segment Reporting Information [Line Items]
Net sales	$ 675	$ 665
Research Business Unit [Member]
Segment Reporting Information [Line Items]
Net sales	361	372
Applied Business Unit [Member]
Segment Reporting Information [Line Items]
Net sales	159	153
SAFC Commercial Business Unit [Member]
Segment Reporting Information [Line Items]
Net sales	$ 155	$ 140

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Common Stock, par value	$ 1.00	$ 1.00
Common Stock, shares authorized	300	300
Common Stock, shares issued	202	202
Common Stock, shares outstanding	120	120
Common Stock in treasury, shares	82	82

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Income Taxes

3 Months Ended

Mar. 31, 2013

Income Tax Expense (Benefit) [Abstract]

Income Taxes

Income Taxes

There were no material changes in the unrecognized tax benefits of the Company during the three months ended March 31, 2013.

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Pension And Post-Retirement Benefits (Tables)

3 Months Ended

Mar. 31, 2013

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Components Of The Net Periodic Benefit Costs

The components of net periodic benefit cost for the three months ended March 31, 2013 and 2012 are as follows:

	Pension Plans												Post-Retirement Medical  Benefit Plans
	United States						International
	2013			2012			2013			2012			2013		2012
Service cost	$	—		$	2		$	3		$	2		$	—	$	—
Interest cost	2			2			2			2			—		1
Expected return on plan assets	(3		)	(3		)	(3		)	(2		)	—		—
Amortization	1			1			1			1			—		—
Net periodic benefit cost	$	—		$	2		$	3		$	3		$	—	$	1

Pension And Post-Retirement Benefits And Liabilities

Pension and post-retirement benefits liabilities consisted of the following as of the dates noted:

	March 31, 2013			December 31, 2012
Retiree medical liability	$	47		$	47
Pension liability	88			91
Subtotal	135			138
Less: current portion (included in other current liabilities)	(3		)	(3		)
Pension and post-retirement benefits liabilities	$	132		$	135

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Derivative Financial Instruments and Cash Flow Hedging Strategy Fair Value of Derivatives - Balance Sheet (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax	$ 14	$ 3
Foreign Exchange Forward [Member] | Cash Flow Hedging [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Foreign Currency Derivative Assets at Fair Value	11	6
Foreign Exchange Forward [Member] | Cash Flow Hedging [Member] | Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Foreign Currency Derivative Liabilities at Fair Value	0	3
Other Comprehensive Income (Loss) [Member]
Derivatives, Fair Value [Line Items]
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax	$ 14	$ 3

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Accumulated Other Comprehensive Income Disclosure (Notes)

3 Months Ended

Mar. 31, 2013

Accumulated Other Comprehensive Income Disclosure [Abstract]

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income

The following table shows the components of AOCI for the period ended March 31, 2013.

	Foreign Currency Translation Adjustment Income (Loss), Net			Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain on Securities, Net		Unrealized Gain on Cash Flow Hedges, Net		Total
Beginning balance	$	141		$	(78	)	$	3	$	3	$	69
Other comprehensive income (loss) before reclassification	(55		)	—			3		11		(41		)
Less: Amounts reclassified from accumulated other comprehensive income	—			(2		)	1		—		(1		)
Net current-period other comprehensive income (loss)	(55		)	2			2		11		(40		)
Ending balance	$	86		$	(76	)	$	5	$	14	$	29

The following table shows the components of AOCI for the period ended March 31, 2012.

	Foreign Currency Translation Adjustment Income, Net		Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net			Total
Beginning balance	$	119	$	(88	)	$	(1	)	$	30
Other comprehensive income (loss) before reclassification	20		—			2			22
Less: Amounts reclassified from accumulated other comprehensive income	—		(1		)	—			(1		)
Net current-period other comprehensive income (loss)	20		1			2			23
Ending balance	$	139	$	(87	)	$	1		$	53

Adjustments to AOCI are recorded net of related tax effects, which are immaterial. Amounts reclassified from AOCI during the three months ended March 31, 2013 and 2012 were recognized in SG&A.