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 endedSeptember 30, 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 119,665,716 shares of the Company's common stock, par value $1.00 per share, outstanding on September 30, 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.	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	24
Item 4.	Controls and Procedures.	25
Part II	Other Information
Item 1.	Legal Proceedings.	26
Item 1A.	Risk Factors.	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	26
Item 3.	Defaults Upon Senior Securities.	26
Item 4.	Mine Safety Disclosures.	26
Item 5.	Other Information.	26
Item 6.	Exhibits.	26

-i-

Glossary

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:

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, as amended
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 September 30, 2013
Research	Research Business Unit
Research Organics	Research Organics, Inc.
SAFC Commercial	SAFC Commercial Business Unit
SAGE Labs	Sigma Advanced Genetic Engineering Labs
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 September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Sales	$	664	$	639	$	2,020	$	1,968
Cost of products and services sold	330		315		1,001		949
Gross profit	334		324		1,019		1,019
Selling, general and administrative expenses	150		147		458		458
Research and development expenses	16		17		49		53
Restructuring and other charges	10		4		22		13
Operating income	158		156		490		495
Interest, net	1		1		3		3
Income before income taxes	157		155		487		492
Provision for income taxes	38		43		127		148
Net income	$	119	$	112	$	360	$	344
Net income per share - Basic	$	0.99	$	0.93	$	3.00	$	2.84
Net income per share - Diluted	$	0.98	$	0.92	$	2.98	$	2.82
Weighted average number of shares outstanding - Basic	120		121		120		121
Weighted average number of shares outstanding - Diluted	121		122		121		122
Dividends per share	$	0.22	$	0.20	$	0.65	$	0.60

See accompanying notes to consolidated financial statements (unaudited).

1

Sigma-Aldrich Corporation

Consolidated Statements of Comprehensive Income (Unaudited)

($ In Millions)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2013			2012		2013			2012
Net income	$	119		$	112	$	360		$	344
Other comprehensive income/(loss), net of tax:
Foreign currency translation gain/(loss), net	60			31		(12		)	9
Pension and post retirement, net	1			1		3			4
Unrealized gain/(loss) on securities, net	(1		)	1		(3		)	4
Unrealized gain/(loss) on forward exchange contracts, net	(11		)	—		(1		)	—
Total other comprehensive income/(loss)	49			33		(13		)	17
Comprehensive income	$	168		$	145	$	347		$	361

See accompanying notes to consolidated financial statements (unaudited).

2

Sigma-Aldrich Corporation

Consolidated Balance Sheets

($ In Millions, Except Per Share Data)

	September 30, 2013			December 31, 2012
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	688		$	724
Accounts receivable	390			356
Inventories	715			722
Deferred taxes	30			32
Other	82			95
Total current assets	1,905			1,929
Property, plant and equipment:
Property, plant and equipment	2,073			2,011
Less - accumulated depreciation	(1,267		)	(1,182		)
Property, plant and equipment, net	806			829
Goodwill	687			691
Intangibles, net	261			282
Other	120			89
Total assets	$	3,779		$	3,820
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable	$	114		$	383
Accounts payable	165			160
Payroll	66			55
Income taxes	30			26
Other	87			77
Total current liabilities	462			701
Long-term debt	300			300
Pension and post-retirement benefits	133			135
Deferred taxes	59			64
Other	77			74
Total liabilities	1,031			1,274
Stockholders' equity:
Common stock, $1.00 par value; 300 million shares authorized; 202 million shares issued at September 30, 2013 and December 31, 2012; 120 million shares outstanding at September 30, 2013 and December 31, 2012	202			202
Capital in excess of par value	315			276
Common stock in treasury, at cost, 82 million shares at September 30, 2013 and December 31, 2012	(2,377		)	(2,271		)
Retained earnings	4,552			4,270
Accumulated other comprehensive income	56			69
Total stockholders' equity	2,748			2,546
Total liabilities and stockholders' equity	$	3,779		$	3,820

See accompanying notes to consolidated financial statements (unaudited).

3

Sigma-Aldrich Corporation

Consolidated Statements of Cash Flows (Unaudited)

($ in Millions)

	Nine Months Ended September 30,
	2013			2012
Cash flows from operating activities:
Net income	$	360		$	344
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	103			101
Deferred income taxes	(2		)	23
Stock-based compensation expense	18			13
Restructuring	8			1
Other	(13		)	(6		)
Changes in operating assets and liabilities:
Accounts receivable	(39		)	(38		)
Inventories	(2		)	(43		)
Accounts payable	6			(6		)
Income taxes	5			(17		)
Other, net	42			7
Net cash provided by operating activities	486			379
Cash flows from investing activities:
Capital expenditures	(75		)	(89		)
Purchases of investments	(96		)	(77		)
Proceeds from sales of investments	74			81
Acquisitions of businesses, net of cash acquired	—			(389		)
Proceeds from sale of net assets	9			—
Other, net	—			(6		)
Net cash used in investing activities	(88		)	(480		)
Cash flows from financing activities:
Net issuance/(repayment) of short-term debt	(269		)	152
Dividends	(78		)	(73		)
Share repurchases	(115		)	(99		)
Proceeds from exercise of stock options	25			31
Excess tax benefits from stock-based payments	6			10
Net cash provided by/(used in) financing activities	(431		)	21
Effect of foreign currency exchange rate changes on cash	(3		)	4
Net change in cash and cash equivalents	(36		)	(76		)
Cash and cash equivalents at January 1	724			665
Cash and cash equivalents at September 30	$	688		$	589
Supplemental disclosures of cash flow information:
Income taxes paid	$	116		$	130
Interest paid, net of capitalized interest	$	4		$	4

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 nine months ended September 30, 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 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 and nine months ended September 30, 2013.

(5)Inventories

The principal categories of inventories are:

	September 30, 2013		December 31, 2012
Finished goods	$	579	$	585
Work in process	34		36
Raw materials	102		101
Total	$	715	$	722

5

(6)Intangible Assets

The Company’s amortizable and unamortizable intangible assets at September 30, 2013 and December 31, 2012 are as follows:

	Cost				Accumulated Amortization
	September 30, 2013		December 31, 2012		September 30, 2013		December 31, 2012
Amortizable intangible assets:
Patents	$	15	$	14	$	9	$	8
Licenses	48		47		20		17
Customer relationships	252		255		73		61
Technical knowledge	48		48		18		15
Other	29		29		23		22
Total amortizable intangible assets	$	392	$	393	$	143	$	123
Unamortizable intangible assets:
Goodwill	$	713	$	717	$	26	$	26
Trademarks and trade names	20		20		8		8
Total unamortizable intangible assets	$	733	$	737	$	34	$	34

The Company recorded amortization expense of $6 and $8 for the three months ended September 30, 2013 and 2012, respectively, related to amortizable intangible assets. For the nine months ended September 30, 2013 and 2012, the Company recorded amortization expense of $20 and $24, 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 $27 from 2013 through 2017.

The change in net goodwill for the nine months ended September 30, 2013 is as follows:

Balance at December 31, 2012	$	691
Acquisitions and Divestitures	(2		)
Impact of foreign currency exchange rates	(2		)
Balance at September 30, 2013	$	687

Acquisition and divestiture activity during the nine months ended September 30, 2013 is related to the finalization of purchase accounting for certain acquisitions as well as the writeoff of goodwill associated with the sale of the net assets of SAGE Labs in April 2013.

6

(7)Debt

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

	September 30, 2013				December 31, 2012
	Outstanding		Weighted Average Rate		Outstanding		Weighted Average Rate
Notes payable
Commercial paper (1)	$	114	0.1	%	$	381	0.2	%
$200 European revolving credit facility, due March 13, 2014 (2)	—		—		—		—
Sigma-Aldrich Korea Limited credit facility, due June 30, 2014 (3)	—		—		—		—
Sigma-Aldrich Japan GK credit facilities (4)	—		—		—		—
Other short-term credit facilities (5)	—		—		2		1.5	%
Total notes payable	$	114	0.1	%	$	383	0.2	%
Long-term debt
Senior notes, due November 1, 2020 (6)	$	300	3.4	%	$	300	3.4	%
Total long-term debt	$	300	3.4	%	$	300	3.4	%

(1) The Company has a $600five-year revolving credit facility that will mature on May 9, 2017 with a syndicate of banks in the U.S. supporting the Company's commercial paper program. At September 30, 2013 and December 31, 2012, the Company did not have any borrowings outstanding under the 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 13.7 percent and 0.0 percent, respectively, at September 30, 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 $2,618, 13.7 percent and 0.0 percent, respectively, at September 30, 2013.

(3) There were no outstanding borrowings under this facility, which had a total commitment of 20 billion Korean Won ($19), at September 30, 2013.

(4) Sigma-Aldrich Japan GK has two credit facilities having a total commitment of 2 billion Japanese Yen ($20), 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 September 30, 2013.

(5) There were no borrowings under these facilities, which have total commitments in U.S. Dollar equivalents of $3, at September 30, 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 September 30, 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 both the three months ended September 30, 2013 and 2012. Total interest expense incurred on short-term and long-term debt, net of amounts capitalized, was $7 and $6 for the nine months ended September 30, 2013 and 2012, respectively.

The fair value of long-term debt was approximately $290 and $315 at September 30, 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.

7

(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 comprised of foreign currency forward exchange contracts and 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 three and nine months ended September 30, 2013. At September 30, 2013 and December 31, 2012, the Company had a notional principal amount of $305 and $234, respectively, in foreign currency forward exchange contracts outstanding.

The following table summarizes the fair values of the foreign currency forward exchange contracts designated as cash flow hedges at September 30, 2013 and December 31, 2012:

Item	Reporting Location	September 30, 2013	December 31, 2012
Forward exchange contracts asset derivative	Other current assets	$4	$6
Forward exchange contracts liability derivative	Other current liabilities	5	3
Gain recognized in AOCI, net	AOCI	2	3

The following tables summarize the effect of the foreign currency forward exchange contracts designated as cash flow hedges on the Company's consolidated statements of comprehensive income during the three and nine months ended September 30, 2013 and September 30, 2012, net of immaterial tax effects.

Item	Reporting Location	Three Months Ended September 30, 2013	Three Months Ended September 30, 2012
Loss recognized in OCI, net	OCI	$(11)	—
Gain reclassified from AOCI into net income	Costs of products and services sold	3	—

Item	Reporting Location	Nine Months Ended September 30, 2013	Nine Months Ended September 30, 2012
Loss recognized in OCI, net	OCI	$(1)	—
Gain reclassified from AOCI into net income	Costs of products and services sold	5	—

8

As of September 30, 2013, the majority of these contracts are in established currencies including the Euro, Japanese Yen and British Pound. During the next 12 months, we expect that approximately $2 of unrealized gains included in AOCI, based on their valuation as of September 30, 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 are recorded in SG&A, based on the difference in the contract rate and the spot rate at the end of each month for all contracts still in force, and are typically offset either partially or completely by transaction gains and losses. The duration of the contracts typically does not exceed six months. As of September 30, 2013, the majority of these contracts are in established currencies including the Euro, British Pound and Japanese Yen. The impact of these contracts was not material to the consolidated financial statements as of and for the periods ended September 30, 2013 and December 31, 2012. The notional amount of open foreign currency forward exchange contracts at September 30, 2013 and December 31, 2012 was $171 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. Sales for the Company's business units are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Research	$	341	$	335	$	1,055	$	1,055
Applied	154		148		473		452
SAFC Commercial	169		156		492		461
Total	$	664	$	639	$	2,020	$	1,968

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. 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 business unit/individual objectives funded by the achievement of consolidated Company EPS goals. 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 September 30,				Nine months ended September 30,
	2013		2012		2013		2012
Sales to unaffiliated customers:
United States	$	259	$	248	$	775	$	746
Other countries	405		391		1,245		1,222
Total	$	664	$	639	$	2,020	$	1,968

9

	September 30, 2013		December 31, 2012
Long-lived assets:
United States	$	527	$	549
Other countries	350		351
Total	$	877	$	900

(10)Pension and Post-retirement Benefits

The components of net periodic benefit cost for the three months ended September 30, 2013 and 2012 are as follows:

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

The components of net periodic benefit cost for the nine months ended September 30, 2013 and 2012 are as follows:

	Pension Plans												Post-Retirement Medical  Benefit Plans
	United States						International
	2013			2012			2013			2012			2013			2012
Service cost	$	—		$	7		$	7		$	6		$	1		$	1
Interest cost	5			5			7			7			1			2
Expected return on plan assets	(9		)	(8		)	(8		)	(7		)	—			—
Amortization	1			4			3			3			(1		)	(1		)
Net periodic benefit cost	$	(3	)	$	8		$	9		$	9		$	1		$	2

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

	September 30, 2013			December 31, 2012
Retiree medical liability	$	49		$	47
Pension liability	87			91
Subtotal	136			138
Less: current portion (included in other current liabilities)	(3		)	(3		)
Pension and post-retirement benefits liabilities	$	133		$	135

Effective December 31, 2012, the pension plan has been frozen and future retirement service benefits are no longer accrued under this program. Effective January 1, 2013, the affected employees became eligible for additional contributions under the Company's 401(k) retirement savings 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 September 30, 2013.

The Company does not anticipate that it will be required to make a cash contribution to its U.S. pension plan in 2013. The Company contributed $5 to its international pension plans in the nine months ended September 30, 2013. In total, the Company expects to contribute approximately $8 to its defined benefit pension plans in 2013.

10

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 of the employee's salary deferral. The cost for this plan was $5 and $3, respectively, for the three months ended September 30, 2013 and 2012 and $17 and $8, for the nine months ended September 30, 2013 and 2012.

(11)Other Assets and Liabilities

Other current assets

Other current assets are summarized as follows:

	September 30, 2013		December 31, 2012
Other receivables	$	32	$	36
Prepaid expenses	21		29
Certificates of deposit	27		27
Other current assets	2		3
Total other current assets	$	82	$	95

Other assets

Other assets are summarized as follows:

	September 30, 2013		December 31, 2012
Other investments	$	12	$	16
Cash value of life insurance policies	34		29
Deferred taxes	15		17
Long term certificates of deposit	32		—
Other non-current assets	27		27
Total other assets	$	120	$	89

Other current liabilities

Other current liabilities are summarized as follows:

	September 30, 2013		December 31, 2012
Legal and professional	$	5	$	6
Pension and post-retirement	3		3
Freight	9		7
Other accrued expenses	70		61
Total other current liabilities	$	87	$	77

Other liabilities

Other liabilities are summarized as follows:

	September 30, 2013		December 31, 2012
Deferred compensation	$	30	$	31
Non-current income taxes	35		33
Other non-current liabilities	12		10
Total other non-current liabilities	$	77	$	74

11

(12)Restructuring and Other Charges

Restructuring and other charges are summarized as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Restructuring costs	$	10	$	4	$	10	$	8
Licensing dispute settlement	—		—		7		—
Costs related to mergers and acquisitions	—		—		5		5
Total restructuring and other charges	$	10	$	4	$	22	$	13

In the third quarter of 2013, the Company committed to a restructuring plan to exit a manufacturing site in Europe. This exit activity impacts approximately 90 employees and is intended to further reduce the Company's fixed cost structure. Total restructuring costs are expected to be $12, comprised of $9 to reduce the value of the assets impacted by these restructuring activities and $3 of employee termination costs. Once fully implemented, the Company expects annual pre-tax savings associated with these activities in a range from $3 to $4. During the three and nine months ended September 30, 2013, $10 of these restructuring costs were recorded.

In the second quarter of 2012, the Company committed to a restructuring plan to exit various sales office locations in Europe. These exit activities impacted approximately 30 employees and were intended to further reduce the Company's fixed cost structure by streamlining the sales force in Europe. The total cost of this restructuring action was approximately $4 and was recorded in the second quarter of 2012.

Other costs of $7 were incurred during the second quarter of 2013 for the settlement of a licensing dispute associated with certain products.

Third party costs of $5 associated with merger and acquisition activity were incurred during the second quarter of 2013. Third party 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.

(13)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 September 30,		Nine Months Ended September 30,
	2013	2012	2013	2012
Weighted average shares
Basic shares	120	121	120	121
Effect of dilutive securities	1	1	1	1
Diluted shares	121	122	121	122

Potential common shares totaling 1 million were excluded from the calculation of diluted weighted average shares for the three and nine months ended September 30, 2013, and for the nine months ended September 30, 2012, because their effects were antidilutive. There were no common shares excluded from the calculation of weighted average shares for the three months ended September 30, 2012.

(14)Share Repurchases

At September 30, 2013 and December 31, 2012, the Company had repurchased a total of 101 and 99 million shares, respectively, of an authorized repurchase of 110 million shares.

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(15)Accumulated Other Comprehensive Income

The following table shows the components of AOCI for the three months ended September 30, 2013

	Foreign Currency Translation Adjustment Income (Loss), Net		Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net			Unrealized Gain (Loss) on Cash Flow Hedges, Net			Total
Beginning balance	$	69	$	(76	)	$	1		$	13		$	7
Other comprehensive income (loss) before reclassification	60		—			1			(8		)	53
Less: Amounts reclassified from accumulated other comprehensive income to net income	—		(1		)	2			3			4
Net current-period other comprehensive income (loss)	60		1			(1		)	(11		)	49
Ending balance	$	129	$	(75	)	$	—		$	2		$	56

The following table shows the components of AOCI for the nine months ended September 30, 2013.

	Foreign Currency Translation Adjustment Income (Loss), Net			Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net			Unrealized Gain (Loss) on Cash Flow Hedges, Net			Total
Beginning balance	$	141		$	(78	)	$	3		$	3		$	69
Other comprehensive income (loss) before reclassification	(12		)	—			3			4			(5		)
Less: Amounts reclassified from accumulated other comprehensive income to net income	—			(3		)	6			5			8
Net current-period other comprehensive income (loss)	(12		)	3			(3		)	(1		)	(13		)
Ending balance	$	129		$	(75	)	$	—		$	2		$	56

The following table shows the components of AOCI for the three months ended September 30, 2012.

	Foreign Currency Translation Adjustment Income (Loss), Net		Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net		Total
Beginning balance	$	97	$	(85	)	$	2	$	14
Other comprehensive income (loss) before reclassification	31		—			1		32
Less: Amounts reclassified from accumulated other comprehensive income to net income	—		(1		)	—		(1		)
Net current-period other comprehensive income (loss)	31		1			1		33
Ending balance	$	128	$	(84	)	$	3	$	47

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The following table shows the components of AOCI for the nine months ended September 30, 2012.

	Foreign Currency Translation Adjustment Income (Loss), 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	9		—			4			13
Less: Amounts reclassified from accumulated other comprehensive income to net income	—		(4		)	—			(4		)
Net current-period other comprehensive income (loss)	9		4			4			17
Ending balance	$	128	$	(84	)	$	3		$	47

During the three months ended September 30, 2013, amounts reclassified from AOCI include gains of $1 into SG&A and gains of $3 into cost of products and services sold. During the nine months ended September 30, 2013, amounts reclassified from AOCI include gains of $3 into SG&A and gains of $5 into cost of products and services sold. During the three months ended September 30, 2012, amounts reclassified from AOCI include losses of $1 into SG&A. During the nine months ended September 30, 2012, amounts reclassified from AOCI include losses of $4 into SG&A. These adjustments are net of immaterial tax effects.

(16)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's operations and a number of its products are highly regulated by various governmental agencies around the world. Failure to meet the standards and licensing requirements of these agencies can lead to penalties which can include fines and/or operating restrictions. The Company accrues for potential 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 September 30, 2013.

At September 30, 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 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.

14

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," "strive," "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, return on invested capital, 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 and other factors affecting the creditworthiness of our customers around the world;

(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, including as a result of the U.S. federal government shutdown, 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 a 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 1, Part I 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 16 – Contingent Liabilities and Commitments to the Company's consolidated financial statements included in Item 1, Part I of this Report 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 II of this report and 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.

15

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, changes due to acquisitions and divestitures. The Company calculates the impact of 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 a wide range of industrial companies. We believe over 1.4 million scientists and technologists use our products. We operate in 37 countries and have approximately 9,100 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 52 percent of sales for the nine months ended September 30, 2013, provides reagents and consumables to life sciences and non-profit research organizations. Applied, representing approximately 24 percent of sales for the nine months ended September 30, 2013, provides raw materials and solutions for testing in clinical and industrial applications. SAFC Commercial, representing approximately 24 percent of sales for the nine months ended September 30, 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: To exceed our customers' expectations, we strive to offer the right selection of high quality products and services, to provide superior customer service and support as well as to consistently deliver products that meet published or agreed specifications when and where our customers need them. The continued enhancement of a leading e-commerce platform is a significant part of this approach.

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

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

16

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 a whole, which include the following:

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

• Industry Consolidation: Competition in the markets we serve 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 explore opportunities 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 the APAC region 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 48 percent of the Company's total sales of Research and Applied products during the third quarter of 2013 as compared to 45 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.

Highlights of our consolidated results for the three months ended September 30, 2013, are as follows:

• Sales were $664, an increase of 4 percent compared to the same period last year. Excluding changes in foreign currency exchange rates, which lowered sales by 1 percent, sales increased organically by 5 percent compared to the third quarter of 2012.

• Operating income margin was 23.8 percent, compared to 24.4 percent in the same period in 2012. Included in the operating income during the three months ended September 30, 2013 was $10 million of restructuring charges primarily associated with the closure of a Life Science Products manufacturing facility in Europe. Restructuring charges were $4 million during the three months ended September 30, 2012.

• Diluted net income per share was $0.98 compared to $0.92 in 2012. Income taxes were 24.2 percent and 27.7 percent of pretax income for the three months ended September 30, 2013 and 2012, respectively.

Net cash provided by operating activities was $486 for the nine months ended September 30, 2013, a $107 increase compared to the first nine months of 2012. Total debt was $414 at September 30, 2013. Debt decreased $269 since December 31, 2012 as a result of the use of cash to repay a portion of notes payable.

17

Results of Operations

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Sales	$	664	$	639	$	2,020	$	1,968
Cost of products and services sold	330		315		1,001		949
Gross profit	334		324		1,019		1,019
Selling, general and administrative expenses	150		147		458		458
Research and development expenses	16		17		49		53
Restructuring and other charges	10		4		22		13
Operating income	158		156		490		495
Interest, net	1		1		3		3
Income before income taxes	157		155		487		492
Provision for income taxes	38		43		127		148
Net income	$	119	$	112	$	360	$	344
Net income per share - Diluted	$	0.98	$	0.92	$	2.98	$	2.82

Sales

Sales were $664 in the third quarter of 2013, up 4 percent from the third quarter of 2012. The effect of changes in foreign currency exchange rates decreased sales by $4 or 1 percent. Excluding the effects of changes in foreign currency exchange rates, sales increased organically by $30 or 5 percent. Factors contributing to the organic growth included volume, which added approximately 4 percent and pricing, which added approximately 1 percent.

Sales were$2,020in thenine months ended September 30, 2013, up3 percentfrom the prior year period in2012. Our acquisitions of BioReliance and Research Organics, acquired in January 2012 and March 2012, respectively, partially offset by the April 2013 sale of the net assets of SAGE Labs, contributed $13 or 1 percent to this sales growth. The effect of changes in foreign currency exchange rates decreased sales by $17 or 1 percent. Excluding the effects of acquisitions and divestitures and changes in foreign currency exchange rates, sales increased organically by $56 or 3 percent. Factors contributing to the organic growth included volume, which added approximately 2 percent and pricing, which added approximately 1 percent.

The change in sales for each of the Company's business units is as follows:

	Three Months Ended September 30,
	2013		2012		Change		Impact of   Changes in FX			Change due to Acquisitions & Divestitures			Organic Growth		Organic Growth %
Research	$	341	$	335	$	6	$	(4	)	$	(1	)	$	11	3	%
Applied	154		148		6		—			—			6		4	%
SAFC Commercial	169		156		13		—			—			13		8	%
Total	$	664	$	639	$	25	$	(4	)	$	(1	)	$	30	5	%

18

	Nine Months Ended September 30,
	2013		2012		Change		Impact of   Changes in FX			Change due to Acquisitions & Divestitures			Organic Growth		Organic   Growth %
Research	$	1,055	$	1,055	$	—	$	(14	)	$	(2	)	$	16	2	%
Applied	473		452		21		(1		)	3			19		4	%
SAFC Commercial	492		461		31		(2		)	12			21		5	%
Total	$	2,020	$	1,968	$	52	$	(17	)	$	13		$	56	3	%

Research total sales were $341 for the third quarter of 2013 compared to $335 during the same period last year. Sales increased organically by $11 or 3 percent for the third quarter of 2013 compared to the same period last year. The increase in organic Research sales was primarily driven by growth in sales through our dealer networks from recently launched dealer programs and an increase in sales to our Pharmaceutical customers and the Academic, Government and Hospital markets. The increase within the global Academic market was offset by declines in the U.S. academic sales as a result of the slowdown in purchases by U.S. academic customers that began in August and continued through September. Geographically, the increase in Research's sales for the three months ended September 30, 2013 compared to the same period in the prior year was led by the EMEA and APAC regions.

Research total sales were $1,055 for the first nine months of 2013 and 2012. Sales increased organically by $16 or 2 percent for the first nine months of 2013 compared to the same period last year. The increase in organic Research sales was primarily driven by growth in sales through our dealer networks from recently launched dealer programs and an increase in sales to our Pharmaceutical customers. The overall increase was partially offset by a decline in sales to the Academic, Government and Hospital markets due largely to lower government grants and other funding to academic institutions resulting primarily from sequestration in the United States. Geographically, the increase in Research's organic sales for the nine months ended September 30, 2013 compared to the same period in the prior year was led by the EMEA and APAC regions.

Applied total sales were $154 for the third quarter of 2013 compared to $148 during the same period last year. Sales increased organically by $6 or 4 percent for the third quarter of 2013 compared to the same period last year. Applied total sales were $473 for the first nine months of 2013 compared to $452 during the same period last year. Sales increased organically by $19 or 4 percent for the first nine months of 2013 compared to the same period last year. In both the three and nine month periods ended September 30, 2013, the primary driver of growth were sales to customers in the Diagnostic and Testing markets, where our products are used as critical components for diagnostic kits and sales and standards and certified reference materials to clinical testing laboratories. All geographic regions contributed to Applied's overall growth in both periods.

SAFC Commercial total sales were $169 for the third quarter of 2013 compared to $156 during the same period last year. Sales grew organically by $13 or 8 percent for the third quarter of 2013 compared to the same period last year. SAFC Commercial total sales were $492 for the first nine months of 2013 compared to $461 during the same period last year. Sales increased organically by $21 or 5 percent for the first nine months of 2013 compared to the same period last year. In both the three and nine month periods ended September 30, 2013, the organic growth was led by strong sales within 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. Geographically, the increase in SAFC Commercial's sales over the prior year in both periods was largely led by the Total Americas and EMEA regions.

19

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 and nine months ended September 30, 2013 and 2012 were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Gross profit margin	50.3	%	50.7	%	50.4	%	51.8	%
Selling, general and administrative expenses	22.6	%	23.0	%	22.7	%	23.3	%
Research and development expenses	2.4	%	2.7	%	2.4	%	2.7	%
Restructuring and other charges	1.5	%	0.6	%	1.0	%	0.6	%
Operating income	23.8	%	24.4	%	24.3	%	25.2	%
Effective tax rate	24.2	%	27.7	%	26.1	%	30.1	%

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 and nine months ended September 30, 2013 was $330 and $1,001 compared to $315 and $949 for the same periods in the prior year, respectively.

For the three months ended September 30, 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 $20, principally as a result of higher sales volumes. These increases were partially offset by a $4 decrease resulting from changes in foreign currency exchange rates.

For the nine months ended September 30, 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 $55, principally as a result of higher sales volumes, and additional cost contributed by acquisitions completed in 2012 of $10. These increases were partially offset by an $11 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 and nine months ended September 30, 2013 compared to the same periods in 2012:

	Three Months Ended September 30,		Nine Months Ended September 30,
Gross profit margin – 2012	50.7	%	51.8	%
Decreases to gross profit margin:
Changes in foreign currency exchange rates	0.3	%	0.1	%
Sales volume/Product mix/Pricing/Other	(0.8	)%	(1.4	)%
Acquisitions	0.1	%	(0.1	)%
Gross profit margin – 2013	50.3	%	50.4	%

SG&A

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Selling, general and administrative expenses	$	150		$	147		$	458		$	458
Percentage of sales	22.6		%	23.0		%	22.7		%	23.3		%

For the three months ended September 30, 2013, SG&A increased by $3 compared to the same prior year period as a result of higher compensation costs in 2013 that were partially offset by $3 in asset sales. SG&A expenses for the nine month period

20

ended September 30, 2013 were flat compared to the same prior year period. Gains of $9 related to asset sales during the nine months ended September 30, 2013 were offset by higher compensation costs.

R&D Expenses

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Research and development expenses	$	16		$	17		$	49		$	53
Percentage of sales	2.4		%	2.7		%	2.4		%	2.7		%

R&D as a percentage of sales was slightly lower than 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.

Restructuring and Other Charges

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Restructuring costs	$	10		$	4		$	10		$	8
Licensing dispute settlement	—			—			7			—
Costs related to mergers and acquisitions	—			—			5			5
Total restructuring and other charges	$	10		$	4		$	22		$	13
Percentage of sales	1.5		%	0.6		%	1.0		%	0.6		%

In the third quarter of 2013, the Company committed to a restructuring plan to exit a manufacturing site in Europe. This exit activity impacts approximately 90 employees and is intended to further reduce the Company's fixed cost structure. Total restructuring costs are expected to be $12, comprised of $9 to reduce the value of the assets impacted by these restructuring activities and $3 of employee termination costs. Once fully implemented, the Company expects annual pre-tax savings associated with these activities in a range from $3 to $4. During the three and nine months ended September 30, 2013, $10 of these restructuring costs were recorded.

In the second quarter of 2012, the Company committed to a restructuring plan to exit various sales office locations in Europe. These exit activities impacted approximately 30 employees and were intended to further reduce the Company's fixed cost structure by streamlining the sales force in Europe. The total cost of this restructuring action was approximately $4 and was recorded in the second quarter of 2012.

Other costs of $7 were incurred during the second quarter of 2013 for the settlement of a licensing dispute associated with certain products.

Third party costs of $5 associated with merger and acquisition activity were incurred during the second quarter of 2013. Third party 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 24.2 percent and 27.7 percent of pretax income for the three months ended September 30, 2013 and 2012, respectively. The lower effective tax rate for the third quarter of 2013 when compared to the third quarter of 2012 is largely due to the increased benefits from favorable tax rates in foreign jurisdictions and finalizing our prior year tax filings. The third quarter of 2013 also had $4 of non-recurring tax benefits from changes in the UK statutory tax rate. These benefits were partially offset by a modest increase in our uncertain tax positions.

21

Income taxes were 26.1 percent and 30.1 percent of pretax income for the nine months ended September 30, 2013 and 2012, respectively. The lower effective tax rate for the first nine months of 2013 when compared to the similar period in 2012 is primarily attributable to the factors listed above for the three month periods in addition to the reinstatement of the U.S. R & D Tax Credit during the first quarter of 2013. During the first nine months 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 2, 2013.

The effective tax rate for full year 2013 is expected to be about 27 percent of pretax income.

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:

	Nine Months Ended September 30,
	2013			2012
Net cash provided by (used in):
Operating activities	$	486		$	379
Investing activities	(88		)	(480		)
Financing activities	(431		)	21

Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2013 was $486, an increase of $107 or 28 percent compared to the same period in 2012. This increase was largely driven by a lower use of cash for working capital of $52, particularly inventory, resulting from initiatives implemented during 2013 to control inventory spending without sacrificing customer service levels. Also contributing to the increase was higher net income after adjusting for depreciation and amortization of $18 and lower tax payments of $14.

Investing Activities

Cash used in investing activities for the nine months ended September 30, 2013decreased$392 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.

Financing Activities

Cash used in financing activities for the nine months ended September 30, 2013increased$452 compared to the same period in 2012. This increase is due to the net repayment of $269 of short-term debt during the first nine months of 2013, as compared to a net issuance of short-term debt of $152 in the same period of 2012. During the nine months ended September 30, 2012, additional debt was issued to fund acquisition activity. Strong free cash flow during the nine months ended September 30, 2013 enabled the Company to repay a substantial amount of this debt. Cash used for share repurchases increased to $115, up from $99 in the same period in 2012.

Long-term debt was $300 at both September 30, 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 13.1 percent at September 30, 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 September 30, 2013 and December 31, 2012, the Company had repurchased a total of 101 and 99 million shares, respectively, of an authorized repurchase of 110 million shares. There were 120 million shares outstanding as of September 30, 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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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 also maintains committed bank lines of credit to support its commercial paper borrowings. 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, including the market for commercial paper. Supported by 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.

As of September 30, 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 September 30, 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 believes it has sufficient liquidity or access to capital 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 September 30, 2013, the Company had $114 of commercial paper outstanding and long-term borrowings of $300, for a total of $414, representing a decrease in all outstanding debt of $269 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's operations and a number of its products are highly regulated by various governmental agencies around the world. Failure to meet the standards and licensing requirements of these agencies can lead to penalties which can include fines and/or operating restrictions. The Company accrues for potential 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 September 30, 2013.

At September 30, 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 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 September 30, 2013, the Company's outstanding debt represented 13.1 percent of total book capitalization. Approximately 73 percent of the Company's outstanding debt at September 30, 2013 is at a fixed rate. Cash flows from operations, cash on hand and available credit facilities are expected to be sufficient to meet the anticipated cash requirements of operating the business. It is management's view that market risk or variable interest rate risk 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 increased diluted EPS by $0.01 for the three months ended September 30, 2013, when compared to the same period last year. The impact of changes in foreign currency exchange rates decreased diluted EPS by $0.02 for the nine months ended September 30, 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, through foreign currency forward exchange contracts.

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 September 30, 2013, the majority of these contracts are in established currencies such as the Euro, Japanese Yen and British Pound. The impact of these contracts was not material to the consolidated statement of income for the three and nine months ended September 30, 2013 or the September 30, 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 recorded in SG&A and are typically offset either partially or completely by transaction gains and losses. As of September 30, 2013, the majority of these contracts are in established currencies including the Euro, British Pound and Japanese Yen. The impact of these contracts was not material to the consolidated statement of income for the three and nine months ended September 30, 2013 or the September 30, 2013 consolidated balance sheet.

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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.

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 September 30, 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 control over financial reporting during the quarter ended September 30, 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 16 – 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 nine months ended September 30, 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
Apr 1, 2013 - Apr 30, 2013	—	—		99.7	10.3
May 1, 2013 - May 31, 2013	0.1	83.95		99.8	10.2
Jun 1, 2013 - Jun 30, 2013	0.3	83.63		100.1	9.9
Jul 1, 2013 - Jul 31, 2013	—	—		100.1	9.9
Aug 1, 2013 - Aug 31, 2013	0.5	84.44		100.6	9.4
Sep 1, 2013 - Sep 30, 2013	0.2	83.24		100.8	9.2
Total	1.4	$	82.22	100.8	9.2

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.

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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)
October 22, 2013	/s/    Michael F. Kanan
Date	Michael F. Kanan, Vice President and Corporate Controller (on behalf of the Company and as Principal Accounting Officer)

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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	Amended and Restated Executive Employment Agreement, dated as of September 3, 2013, by and between Sigma-Aldrich Corporation and Rakesh Sachdev*	X
10.2	Performance Share Award Agreement for Rakesh Sachdev under the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan (Five-Year Vest), dated as of September 3, 2013*	X
10.3	Performance Share Award Agreement for Rakesh Sachdev under the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan (Three-Year Vest), dated as of September 3, 2013*	X
10.4	Non-Qualified Stock Option Agreement for Rakesh Sachdev under the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan, dated as of September 3, 2013*	X
31.1	Certification of Chief Executive Officer required by Rule 13a-15(e) and 15d-15(e) under the Exchange Act	X
31.2	Certification of Chief Financial Officer required by Rule 13a-15(e) and 15d-15(e) under the Exchange Act	X
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
32.2	CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
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.

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EX-10.1

Exhibit 10.1

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of January 1, 2014 (the “Effective Date”) by and between the Sigma-Aldrich Corporation, a Delaware corporation (“Company”) and Rakesh Sachdev (“Executive”).

WHEREAS, Executive and the Company have previously executed and delivered a certain Executive Employment Agreement, dated effective as of January 1, 2011 (the “Original Agreement”), the term of which is specified to expire on January 1, 2014; and

WHEREAS, Executive desires to continue serve as the Chief Executive Officer of the Company beyond January 1, 2014 and in exchange for the protection and other consideration set forth in this Agreement, is willing to give the Company, under certain circumstances, his covenant not to compete, and the Company desires to so continue to employ Executive.

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein, the Company and Executive hereby agree as follows:

ARTICLE I

Definitions

1.Definitions. As used herein, the following terms shall have the following meanings.

(a)    “Board” means the board of directors of the Company.

(b)    “Cause” means any of the following:

(i)the willful and continuous failure by Executive to substantially perform Executive’s duties with the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness) thirty (30) days after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties,

(ii)gross misconduct or gross negligence by Executive provided (A) the Board has determined that that the resulting harm to the Company from Executive’s gross misconduct or gross negligence cannot be adequately remedied, or (B) Executive fails to correct any resulting harm to the Company within thirty (30) days after a written demand for correction is delivered to Executive by the Board which specifically identifies both the manner in which the Board believes that Executive has engaged in gross misconduct or gross negligence and an appropriate method of correcting any resulting harm to the Company, or

(iii)Executive’s conviction of or the entering of a plea of guilty or nolo contendere to the commission of a felony.

(c)    “Change of Control Agreement” means the Change of Control Agreement entered into between the parties on April 1, 2011.

(d)    “Confidential Information” as used in Sections 2.5, 2.6 and 2.7 of this Agreement, means all confidential and proprietary information, data, documents, records, materials, and other trade secrets and/or other proprietary business information of the Company or its subsidiaries or affiliates that is not readily available to competitors, outside third parties and/or the public, including without limitation, data, designs, plans, notes, memoranda, work sheets, formulas, processes, patents, pricing, production methods and techniques, financial information and information about (i) current or prospective customers and/or suppliers and customer and supplier lists (ii) employees, research, goodwill, production, prices, costs, margins, and operating unit financial performance, salaries and expertise, customer preferences, contact information, key contacts, credit and purchasing history, and purchasing requirements and preferences (iii) business methods, processes, practices or procedures; (iv) computer software and technology development, and (v) marketing, pricing strategies, business plans, and business strategy, including acquisition, merger and/or divestiture strategies.

1

(e)    “Customer” means any Person or entity to whom the Company has sold any products (i) in the case of on-going employment, during the twenty-four (24) calendar months immediately preceding any dispute under Section 2.6 of this Agreement, and, (ii) in the case of the employment having ended, the twenty-four (24) calendar months preceding Executive’s termination of employment.

(f)    “Good Reason” means the occurrence of one or more of the following conditions without the consent of the Executive:

(i)a material diminution in Executive’s authority, duties, or responsibilities;

(ii)a material diminution in the budget over which the Executive retains authority;

(iii)a change of at least 50 miles in the geographic location at which the Executive must perform services for the Company;

(iv)any action or inaction that constitutes a material breach by the Company of the agreement under which the Executive provides services; or

(v)a material diminution in the Executive’s base compensation.

In order for a termination of employment to be on account of “Good Reason”, the Executive must provide the Company with a notice within 90 days of the initial existence of a condition constituting Good Reason, must afford the Company 30 days in which to remedy the condition, and if no such cure has been effectuated, must terminate employment within six (6) months of the initial existence of the identified condition constituting Good Reason.

(g)    “Normal Retirement” means Executive’s voluntary termination of his employment at any time after the date on which Executive attains age sixty-five (65), but excluding a voluntary termination for Good Reason.

(h)    “Person” means an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

(i)    “Potential Customer” means any Person or entity who, during the applicable twenty-four (24) month period described above in Section 1.1(e) of this Agreement, has (i) been involved in discussions or negotiations with the Company or its subsidiaries or affiliates for products sold by the Company or its subsidiaries or affiliates; (ii) initiated contact with the Company in order to obtain information regarding products sold by the Company or its subsidiaries or affiliates; (iii) been the subject of repeated personal contacts by Executive and/or any other employee of the Company or its subsidiaries or affiliates for purposes of soliciting business for the Company or its subsidiaries or affiliates; or (iv) been the subject of efforts by the Company or its subsidiaries or affiliates to gather, learn or evaluate information which may help the Company or its subsidiaries or affiliates obtain any future order from such Person or entity.

2

ARTICLE II

Employment

2.1Employment. Company agrees to employ Executive and Executive hereby accepts such employment with the Company, upon the terms and conditions set forth in this Agreement, for the term set forth in Section 2.4 of this Agreement (the “Employment Period”).

2.2Position and Duties.

(a)During the Employment Period, Executive shall serve as President and Chief Executive Officer of the Company. As President and Chief Executive Officer, Executive, subject to the control of the Board, shall have general supervision and control over the business, property and affairs of the Company and perform such duties as may be assigned to him by the Board. Executive shall report solely to the Board. During the Employment Period, Executive may be elected to serve on the Board of Directors of the Company and, if elected, shall serve without additional remuneration.

(b)Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company. The Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. In the performance of his duties hereunder, Executive shall at all times report and be subject to the lawful direction of the Board and perform his duties hereunder subject to and in accordance with the resolutions or any other determinations of the Board and the certificate of incorporation and by-laws of the Company and applicable law. During the Employment Period, Executive shall not become an employee of any Person or entity other than the Company. This section shall not be construed to prohibit Executive from serving on the board of directors of one or more other entities (with the consent of the Board in the case of a for-profit entity) or from investing in a business to the extent consistent with the provisions of Section 2.6(a).

2.3Base Salary, Bonus and Benefits.

(a)    Promptly after Executive’s execution and delivery of this Agreement, and in partial consideration for the same, the Company will grant to Executive: (i) an aggregate of 30,290 performance shares, pursuant to the terms and subject to the conditions set forth in one or more Performance Share Agreements under the Sigma Aldrich Corporation 2003 Long Term Incentive Plan (the “Plan”) and (ii) an option to acquire 130,000 shares of the Company’s common stock, pursuant to the terms and subject to the conditions of a Non-Qualified Stock Option Agreement under the Plan, in each case, subject to such terms and conditions including vesting and performance criteria, if applicable, as set forth in an award agreement mutually agreeable to the Company and Executive.

(b)    Subject to the terms of this Agreement, in consideration of Executive’s agreements contained herein, for the fiscal year beginning the Effective Date, Executive’s Base Salary shall be $990,000.00 per annum (“Base Salary”), which shall be payable in semi-monthly or other agreed-upon equal installments during the year and shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and social security taxes. Executive’s Base Salary in subsequent fiscal years will be subject to adjustment pursuant to Section 2.3(f).

(c)    Executive shall be entitled during the Employment Period to the opportunity to earn annual performance bonuses (with a target bonus equal to 100% of Base Salary) in accordance with the Board-approved annual bonus program (the “Annual Bonus”). Executive’s Annual Bonus in subsequent fiscal years will be subject to adjustment pursuant to Section 2.3(f).

(d)    Executive shall be entitled during the Employment Period to participate in all retirement, disability, pension, savings, health, medical, dental, insurance and other fringe benefits or plans of the Company generally available to executive employees.

(e)    Executive shall be entitled during the Employment Period to participate in the Company’s long term incentive plan. Beginning with the 2014 grant Executive will receive annual equity grants targeted to achieve a value to Executive equal to $3,600,000.00 in the form of stock options, restricted stock units, performance shares or other forms of equity as determined by the Board of Directors and on terms, including terms relating to retirement eligibility, no less beneficial than those generally applicable to other senior executives under the Plan.

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The value of an option will be determined using the Black-Scholes method. Depending upon performance, the actual performance share payout may range from zero up to 200% of target. Executive’s long term incentive opportunities in subsequent fiscal years will be subject to adjustment pursuant to Section 2.3(f).

(f)    Executive’s Base Salary, Annual Bonus and long term incentive opportunity for subsequent years during the Employment Period shall be reviewed and set annually by the Compensation Committee of the Board, but his Base Salary shall not be reduced below $990,000.00 per annum, and his bonus and long term incentive opportunities shall not be reduced below the levels specified in this Section 2.3 during the Employment Period.

2.4Term.

(a)    General Term. This Agreement shall commence on the Effective Date and terminate on January 1, 2019.

(b)    Termination for Cause or Voluntary Termination. If the Executive is terminated by the Company for Cause or if the Executive voluntarily terminates his employment without Good Reason, the Executive shall be entitled only to his Base Salary through the date of termination, but shall not be entitled to any further Base Salary or any applicable bonus or benefits for that year or any future year, except as may be provided in an applicable benefit plan or program, or to any severance compensation of any kind, nature or amount.

(c)    Termination Without Cause or for Good Reason.

(i)    If the Executive is involuntarily terminated by the Company without Cause or terminates his employment for Good Reason, the Executive shall be entitled to all previously earned and accrued but unpaid Base Salary up to the date of such termination. Provided the Executive has executed a release of claims in a form satisfactory to the Company within 21 days after his involuntary termination of employment without Cause or termination for Good Reason, the Executive shall also be entitled to severance pay equal to 2.99 times his annual Base Salary. Such severance payments will be made in equal installments over a 36 month period payable on the dates on which the Executive’s Base Salary would have otherwise been paid if Executive’s employment had continued with the first payment being made on the first payroll date occurring after the above described 21 day period. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and social security taxes. If the Executive dies during the severance period, any remaining severance payments shall be paid to his surviving spouse, or if there is no surviving spouse, to his estate. Notwithstanding anything herein to the contrary, the Executive shall not be entitled to such severance pay hereunder if he becomes entitled to any termination payments or other severance payments under the Change of Control Agreement.

(ii)    In the event that the Executive is determined to be a specified employee in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the regulations and other guidance issued thereunder for purposes of any severance pay payment under this subsection (c), such severance payments shall begin on the first payroll date that is more than six months following the date of separation from service, but only to the extent that such payments do not satisfy either the short term deferral exception to Code Section 409A described in 26 CFR §1.409A-1(b)(4) (“Short Term Deferral Exception”) or, to the extent such payments do not satisfy the Short Term Deferral Exception, the involuntary termination exception to Code Section 409A described in 26 CFR §1.409A-1(b)(9). At all times, the right to all such installment payments made under this subsection (c) shall be treated as the right to a series of separate payments within the meaning of 26 CFR §1.409A-2(b)(2)(iii). In the event that a termination of employment occurs on or after December 1st of a calendar year that would entitle the Executive to severance under Section 2.4(c) above, and severance payments are payable prior to the first payroll date that is more than six months following the date of separation from service, such severance benefits shall commence no earlier than the first payroll date in the following calendar year and within 90 days after such separation from service. Any amount that (i) is payable upon termination of Executive’s employment with the Company under any provision of this Agreement, and (ii) is subject to the requirements of Section 409A, shall not be paid unless and until the Executive has Separated from Service as defined in in Treasury Regulation Section 1.409A-1(h).

(d)Normal Retirement. If Executive voluntarily terminates his employment by reason of Normal Retirement, no severance payments shall be due and owing to Executive, but Executive shall be entitled to such benefits and payments as stipulated in the Company’s various compensation and benefit plans for retirees. In

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addition, any agreement governing any equity or other long-term incentive award the service period or performance period of which extends beyond the date upon which Executive would be eligible for Normal Retirement shall provide for full vesting of such award upon Normal Retirement. Further, upon Normal Retirement, Executive will remain eligible to receive any Annual Bonus for the fiscal year in which such Normal Retirement occurs, pro-rated through the date of Normal Retirement, payable in accordance with and subject to the performance criteria set forth in the Annual Bonus Plan for such year.

(e)No Mitigation. To the extent that Executive shall receive compensation for personal services from employment other than with the Company subsequent to a termination of Executive’s employment with the Company, the amounts so earned shall not be offset against the amounts (if any) due under this Agreement following Executive’s termination of employment.

(f)Severance Forfeiture. Executive agrees that the Executive shall be entitled to the severance pay as set forth in this Section 2.4 only if the Executive has not materially breached as of the date of termination any provisions of this Agreement or of any other agreement with the Company and does not materially breach such provisions at any time during the period for which such payments are to be made. The Company’s obligation to make such payments will terminate upon the occurrence of any such material breach during the severance period.

(g)No Additional Severance. Executive hereby agrees that no severance compensation of any kind, nature or amount shall be payable to Executive, except as expressly set forth in this Section 2.4 or in the Change of Control Agreement, as applicable, and Executive hereby irrevocably waives any claim for any other severance compensation. Notwithstanding anything herein to the contrary, Executive shall not be entitled to any severance payment under this Agreement if he becomes entitled to any termination payments or other severance payments under the Change of Control Agreement.

(h)Death or Disability. The Company’s obligation under this Agreement terminates on the last day of the month in which the Executive’s death occurs or on the date as of which Executive first becomes entitled to receive disability benefits under the Company’s long-term disability plan. The Company shall pay to Executive or the Executive’s estate all previously earned and accrued but unpaid Base Salary up to such date. Executive (or his estate) shall also be paid a pro rata Annual Bonus for the year of termination based on actual performance for that fiscal year. Thereafter, the Executive or his estate shall not be entitled to any further Base Salary, bonus or benefits for that year or any subsequent year, except as may be provided in an applicable benefit plan or program.

2.5Confidential Information.

(a)    Executive recognizes that the Company is engaged in the business of research, development, manufacture and sale of chemicals, chemical products and allied activities throughout the world (the “Company’s Business”), which business requires for its successful operation the fullest security of its Confidential Information of which Executive will acquire knowledge during the course of his employment.

(b)    Executive shall use his best efforts and diligence both during and after his employment with the Company, regardless of how, when or why Executive’s employment ends, to protect the confidential, trade secret and/or proprietary character of all Confidential Information. Executive shall not, directly or indirectly, use (for himself or another) or disclose any Confidential Information, for so long as it shall remain proprietary or protectable as confidential or trade secret information, except as may be necessary for the performance of Executive’s duties for the Company.

(c)    Executive shall promptly deliver to the Company, at the termination of the Employment Period or at any other time at the Company’s request, without retaining any copies, all documents, information and other material in Executive’s possession or control containing, reflecting and/or relating, directly or indirectly, to any Confidential Information.

(d)    Executive’s obligations under this Section 2.5 shall also extend to the confidential, trade secret and proprietary information learned or acquired by Executive during his employment from others with whom the Company has a business relationship.

2.6Competitive Activity.

Executive shall not, directly or indirectly (whether as owner, partner, consultant, employee or otherwise), at any time during his employment with the Company and for a period of two (2) years following his employment with the

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Company, regardless of how, when or why Executive’s employment terminates, (i) engage in or invest in any business that is engaged in any work or activity that involves a product, process, service or development which is then competitive with and the same as or similar to a product, process, service or development on which Executive worked or with respect to which Executive had access to Confidential Information while with the Company, or (ii) otherwise compete against the Company’s Business.

Miscellaneous

3.1Executive’s Representations. Executive hereby represents and warrants to the Company that (i) Executive’s execution, delivery and performance of this Agreement do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other Person or entity and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he fully understands the terms and conditions contained herein.

3.2Survival. Sections 2.5, 2.6 and 2.7 and Sections 3.3 through 3.12 shall survive and continue in full force in accordance with their terms notwithstanding any termination of the Employment Period.

3.3Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally, mailed by certified or registered mail, return receipt requested and postage prepaid, or sent via a nationally recognized overnight courier, or sent via facsimile to the recipient. Such notices, demands and other communications will be sent to the address indicated below:

To the Company:

General Counsel

Sigma-Aldrich Corporation

3050 Spruce

St. Louis, MO 63103

To Executive:

Mr. Rakesh Sachdev

At the address on file with the Company

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party.

3.4Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, (a) the parties agree that such provision(s) will be enforced to the maximum extent permissible under the applicable law and a court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable, and enforceable, and (b) any invalidity, illegality or unenforceability of a particular provision will not affect any other provision of this Agreement.

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3.5Successors and Assigns. Except as otherwise provided herein, all covenants and agreements contained in this Agreement shall bind and inure to the benefit of and be enforceable by the Company, and their respective successors and assigns. This Agreement is personal to Executive and except as otherwise specifically provided herein, this Agreement, including the obligations and benefits hereunder, may not be assigned to any party by Executive.

3.6Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

3.7Counterparts. This Agreement may be executed in one or more identical counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

3.8Waiver. Neither any course of dealing nor any failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of such right, power or privilege or of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged therewith, and, in the case of Company, by its duly authorized officer.

3.9Entire Agreement. Subject to the following two sentences, this instrument constitutes the entire agreement of the parties in this matter and shall supersede any other agreement between the parties, oral or written, concerning the same subject matter including, but not limited to, any prior employment and severance agreements. The parties acknowledge that the Executive is a participant in a variety of employee benefit plans and arrangements, including welfare plans, qualified and nonqualified retirement plans, the Change of Control Agreement, equity and other awards issued under the Sigma-Aldrich Corporation Long-Term Incentive Plan, and fringe benefit plans. For the avoidance of doubt, except as specifically provided in this Agreement, these plans, arrangements, and awards shall continue to operate in accordance with their terms, and shall remain in full force and effect until amended or terminated in accordance with the terms thereof. The parties also acknowledge the continued existence of that certain Indemnification Agreement between the Executive and the Company dated April 11, 2011 the terms of which are unamended by this Agreement.

3.10Amendment. This Agreement may be amended only by a writing which makes express reference to this Agreement as the subject of such amendment and which is signed by Executive and by a duly authorized officer of the Company.

3.11Governing Law. This Agreement shall be signed by the parties in St. Louis, Missouri. All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the domestic law of the State of Missouri, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Missouri. Any litigation relating to or arising out of this Agreement shall be filed and litigated exclusively in the St. Louis County Circuit Court or the United States District Court for the Eastern District of Missouri.

3.12Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys’ fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement, including, without limitation, Sections 2.5, 2.6 and 2.7 hereof, and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

3.13Exit Interview. To ensure a clear understanding of this Agreement, Executive agrees, at the time of termination of Executive’s employment, to engage in an exit interview with the Company at a time and place designated by the Company and at the Company’s expense. Executive understands and agrees that during said exit

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interview, Executive may be required to confirm that he will comply with his on-going obligations under this Agreement. The Company may elect, at its option, to conduct the exit interview by telephone.

3.14Future Employment. Executive shall disclose the existence of this Agreement to any new employer or potential new employer which offers products or services that compete with the Company’s Business if such new employment commences within two (2) years following Executive’s termination of employment with the Company. Executive consents to the Company informing any subsequent employer of Executive, or any entity which the Company in good faith believes is, or is likely to be, considering employing Executive, of the existence and terms of this Agreement if such subsequent employment commences (or is expected to commence) within two (2) years following the Executive’s termination of employment with the Company.

3.15Expenses. Executive will be reimbursed for reasonable professional fees that he incurs in connection with the negotiation and documentation of the employment arrangements reflected herein, subject to applicable withholding for taxes.

3.16Effectiveness of Agreement. This Agreement has been executed and delivered on the date set forth on the signature page below and shall automatically become effective on the Effective Date. Prior to the Effective Date, the Original Agreement shall remain in full force and effect.

3.17Section 409A. To the extent that any payments pursuant to this Agreement are subject to 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 interpreted in accordance with such intent.

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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement this 3^rd day of September, 2013 and it shall be automatically effective as of the Effective Date.

SIGMA-ALDRICH CORPORATION
By:	/s/ Barrett A. Toan
Name:	Barrett A. Toan
Title:	Chairman of the Board of Directors
EXECUTIVE
By:	/s/ Rakesh Sachdev
Name:	Rakesh Sachdev

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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”) is made under the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan, as amended (the “Plan”) by and between Sigma-Aldrich Corporation (the “Company”) and Rakesh Sachdev (“Employee”) as of September 3, 2013 (“Award Date”).

BACKGROUND

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

B. The Company desires to grant to Employee 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 hereby grants to the Employee 15,145 performance shares (“Performance Shares”), subject to the terms, conditions, and adjustments set forth in this Agreement and Exhibit A hereto and the Plan. The Performance Shares granted hereby are referred to as the "Award." Notwithstanding anything herein or in Exhibit A or the Plan to the contrary, this award is subject to the Company’s Financial Restatement Policy as amended from time to time.

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. The Committee described in Section 3 of the Plan (the "Committee") has been appointed by the Board of Directors, and designated by it, as the Committee to make awards.

3) Performance and Time Vesting Requirements. Subject to Section 5 below, the Award shall vest on the five-year anniversary of the Award Date (the “Time Vesting Date”) subject to the satisfaction of both the performance requirements specified in Sections 3(a) and 3(b) below:

a) Vesting of the Award shall be contingent, in full, on the satisfaction of the minimum “Cumulative Free Cash Flow” criteria during the three year period beginning July 1, 2013, and ending June 30, 2016 (the “Performance Period”), as described more fully in Exhibit A hereto (the “Performance Vesting Requirement”); and

b) Vesting of the Award shall be contingent, in full, on Employee’s continuous employment during the period commencing on the Award Date and ending on the Time Vesting Date (the “Time Vesting Requirement”).

4) Payment. Subject to the satisfaction of the Performance Vesting Requirement and Time Vesting Requirement, following the Time Vesting Date but no later than March 15 of the calendar year following the year in which the Time Vesting Date occurs, the Company will deliver to Employee one share of the Company's Stock for each then-outstanding Performance Share 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 6. No fractional Shares shall be issued, and any fractional Shares shall be rounded down to the nearest whole Share.

5) Termination of Award.

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(a) The Award shall not vest and this Agreement will terminate and be of no further force or effect on the date that Employee is, at any time prior to the Time Vesting Date, no longer actively employed by the Company or any affiliate of the Company, whether due to Retirement or voluntary or involuntary termination, other than on account of death, Disability, voluntary termination by Employee for Good Reason (as defined below) or involuntary termination by the Company other than for Cause (as defined below) to the extent specifically provided herein. Employee will, however, be entitled to receive any Stock payable under Section 4 of this Agreement if Employee's employment terminates after the Time Vesting Date but before Employee'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 Employee continues to be actively employed by the Company or any of its subsidiaries.

For purposes of this Agreement “Cause” and “Good Reason” will have the meanings set forth in the Amended and Restated Employment Agreement by and between the Company and Employee, executed on September 3, 2013, to be effective as of January 1, 2014.

(b) Notwithstanding the provisions of Section 3, if Employee’s employment with the Company and every affiliate of the Company terminates before the Time Vesting Date on account of involuntary termination of employment by the Company without Cause or Employee’s voluntary termination for Good Reason, the Time Vesting Requirement shall be deemed satisfied, but Employee’s right to receive Stock pursuant to the Award shall be determined based on actual performance compared to the pro-rated Performance Vesting Requirement using straight line interpolation and the time elapsed since the date of grant through the date of termination. The Award shall be payable in the month following such termination.

(c) Notwithstanding the provisions of Section 3, (i) if Employee’s employment with the Company terminates before the end of the Performance Period on account of death or Disability, the Award shall immediately vest on the date of such death or Disability as though the Time Vesting Requirement and Performance Vesting Requirement were achieved and (ii) if Employee’s employment with the Company terminates after the end of the Performance Period on account of death or Disability, the Time Vesting Requirement shall be deemed satisfied, but Employee shall have the right to receive Stock pursuant to the Award only if the Performance Vesting Requirement has been satisfied. Such amount shall be payable in the month following such termination on account of death or Disability, or, if earlier, at the time and in the manner set forth in Section 4 following the Time Vesting Date.

(d) Notwithstanding the provisions of Section 3, (i) upon the occurrence of a Change of Control before the end of the Performance Period, the Award shall immediately vest on the date of such Change of Control as though the Time Vesting Requirement and Performance Vesting Requirement were achieved and (ii) upon the occurrence of a Change of Control after the end of the Performance Period on account of death or Disability, the Time Vesting Requirement shall be deemed satisfied, but Employee shall have the right to receive Stock pursuant to the Award only if the Performance Vesting Requirement has been satisfied. The Award shall be payable in the month following such Change in Control, or, if earlier, at the time and in the manner set forth in Section 4 following the Time Vesting Date.

7. Tax Withholding. The Company shall withhold from any payment hereunder an amount of shares of Company Stock 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 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.

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9. Definitions: Application of Plan. To the extent not specifically defined in this Agreement, all capitalized terms used in this Agreement will have the same meanings ascribed to them in the Plan. The Performance Shares are granted to Employee subject to all terms and conditions of the Plan.

10. Choice of Law. To the extent not preempted by Federal law, this Agreement 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 or 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 of the Code, 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 of the Code. Notwithstanding anything in this Section to the contrary, no amendment to or payment under this Agreement will be made unless permitted under Section 409A of the Code.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf, and Employee has signed this Agreement to evidence the Employee’s acceptance of the terms hereof, all as of the date first above written.

SIGMA-ALDRICH CORPORATION

By: /s/ Barrett Toan                

Barrett Toan, Chairman of the Board of Directors

Employee

/s/ Rakesh Sachdev                

Rakesh Sachdev

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Exhibit A

(Performance Share Award Agreement)

Employee’s right to receive any shares of Stock pursuant to the Award shall be contingent on the Company’s “Cumulative Free Cash Flow” during the Performance Period being equal to or greater than $900,000,000.00. For purposes of this Agreement:

“Free Cash Flow” means, with respect to any period, net cash provided by operating activities in such period less capital expenditures in such period, excluding any cash used in significant restructuring activities.

“Cumulative Free Cash Flow” means the cumulative Free Cash Flow during the Performance Period.

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EX-10.3

Exhibit 10.3

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE

SIGMA-ALDRICH CORPORATION

2003 LONG-TERM INCENTIVE PLAN, AS AMENDED

This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is made under the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan, as amended (the “Plan”) by and between Sigma-Aldrich Corporation (the “Company”) and Rakesh Sachdev (“Employee”) as of September 3, 2013 (“Award Date”).

BACKGROUND

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

B. The Company desires to grant to Employee 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 hereby grants to the Employee 15,145 performance shares (“Performance Shares”), subject to the terms, conditions, and adjustments set forth in this Agreement and Exhibit A hereto and the Plan. The Performance Shares granted hereby are referred to as the "Award." Notwithstanding anything herein or in Exhibit A or the Plan to the contrary, this award is subject to the Company’s Financial Restatement Policy as amended from time to time.

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. The Committee described in Section 3 of the Plan (the "Committee") has been appointed by the Board of Directors, and designated by it, as the Committee to make awards.

3) Performance and Time Vesting Requirements. Subject to Section 5 below, the Award shall vest on the three-year anniversary of the Award Date (the “Time Vesting Date”) subject to the satisfaction of both the performance requirements specified in Sections 3(a) and 3(b) below:

a) Vesting of the Award shall be contingent, in full, on the satisfaction of the minimum “Cumulative Free Cash Flow” criteria during the three year period beginning July 1, 2013, and ending June 30, 2016 (the “Performance Period”), as described more fully in Exhibit A hereto (the “Performance Vesting Requirement”); and

b) Vesting of the Award shall be contingent, in full, on Employee’s continuous employment during the period commencing on the Award Date and ending on the Time Vesting Date (the “Time Vesting Requirement”).

4) Payment. Subject to the satisfaction of the Performance Vesting Requirement and Time Vesting Requirement, following the Time Vesting Date but no later than March 15 of the calendar year following the year in which the Time Vesting Date occurs, the Company will deliver to Employee one share of the Company's Stock for each then-outstanding Performance Share 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 6. No fractional Shares shall be issued, and any fractional Shares shall be rounded down to the nearest whole Share.

5) Termination of Award.

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(a) The Award shall not vest and this Agreement will terminate and be of no further force or effect on the date that Employee is, at any time prior to the Time Vesting Date, no longer actively employed by the Company or any affiliate of the Company, whether due to Retirement or voluntary or involuntary termination, other than on account of death, Disability, voluntary termination by Employee for Good Reason (as defined below) or involuntary termination by the Company other than for Cause (as defined below) to the extent specifically provided herein. Employee will, however, be entitled to receive any Stock payable under Section 4 of this Agreement if Employee's employment terminates after the Time Vesting Date but before Employee'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 Employee continues to be actively employed by the Company or any of its subsidiaries.

For purposes of this Agreement “Cause” and “Good Reason” will have the meanings set forth in the Amended and Restated Employment Agreement by and between the Company and Employee, executed on September 3, 2013, to be effective as of January 1, 2014.

(b) Notwithstanding the provisions of Section 3, if Employee’s employment with the Company and every affiliate of the Company terminates before the Time Vesting Date on account of involuntary termination of employment by the Company without Cause or Employee’s voluntary termination for Good Reason, the Time Vesting Requirement shall be deemed satisfied, but Employee’s right to receive Stock pursuant to the Award shall be determined based on actual performance compared to the pro-rated Performance Vesting Requirement using straight line interpolation and the time elapsed since the date of grant through the date of termination. The Award shall be payable in the month following such termination.

(c) Notwithstanding the provisions of Section 3, (i) if Employee’s employment with the Company terminates before the end of the Performance Period on account of death or Disability, the Award shall immediately vest on the date of such death or Disability as though the Time Vesting Requirement and Performance Vesting Requirement were achieved and (ii) if Employee’s employment with the Company terminates after the end of the Performance Period on account of death or Disability, the Time Vesting Requirement shall be deemed satisfied, but Employee shall have the right to receive Stock pursuant to the Award only if the Performance Vesting Requirement has been satisfied. Such amount shall be payable in the month following such termination on account of death or Disability, or, if earlier, at the time and in the manner set forth in Section 4 following the Time Vesting Date.

(d) Notwithstanding the provisions of Section 3, (i) upon the occurrence of a Change of Control before the end of the Performance Period, the Award shall immediately vest on the date of such Change of Control as though the Time Vesting Requirement and Performance Vesting Requirement were achieved and (ii) upon the occurrence of a Change of Control after the end of the Performance Period on account of death or Disability, the Time Vesting Requirement shall be deemed satisfied, but Employee shall have the right to receive Stock pursuant to the Award only if the Performance Vesting Requirement has been satisfied. The Award shall be payable in the month following such Change in Control, or, if earlier, at the time and in the manner set forth in Section 4 following the Time Vesting Date.

7. Tax Withholding. The Company shall withhold from any payment hereunder an amount of shares of Company Stock 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 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.

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9. Definitions: Application of Plan. To the extent not specifically defined in this Agreement, all capitalized terms used in this Agreement will have the same meanings ascribed to them in the Plan. The Performance Shares are granted to Employee subject to all terms and conditions of the Plan.

10. Choice of Law. To the extent not preempted by Federal law, this Agreement 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 or 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 of the Code, 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 of the Code. Notwithstanding anything in this Section to the contrary, no amendment to or payment under this Agreement will be made unless permitted under Section 409A of the Code.

[The remainder of this page is intentionally blank. The next page is the signature page.]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf, and Employee has signed this Agreement to evidence the Employee’s acceptance of the terms hereof, all as of the date first above written.

SIGMA-ALDRICH CORPORATION

By: /s/ Barrett Toan                

Barrett Toan, Chairman of the Board of Directors

Employee

/s/ Rakesh Sachdev                

Rakesh Sachdev

4

Exhibit A

(Performance Share Award Agreement)

Employee’s right to receive any shares of Stock pursuant to the Award shall be contingent on the Company’s “Cumulative Free Cash Flow” during the Performance Period being equal to or greater than $900,000,000.00. For purposes of this Agreement:

“Free Cash Flow” means, with respect to any period, net cash provided by operating activities in such period less capital expenditures in such period, excluding any cash used in significant restructuring activities.

“Cumulative Free Cash Flow” means the cumulative Free Cash Flow during the Performance Period.

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EX-10.4

Exhibit 10.4

SIGMA-ALDRICH CORPORATION

2003 LONG-TERM INCENTIVE PLAN (As Amended)

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of September 3, 2013 by and between Sigma-Aldrich Corporation (the “Company”) and Rakesh Sachdev (the “Awardee”).

WHEREAS, the Board of Directors of the Company has adopted and the shareholders of the Company have approved the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan, as amended (the “Plan”), pursuant to which Options may be acquired by employees of the Company and its affiliates in the future; and

WHEREAS, the Company desires to make an award to the Awardee of Non-Qualified Stock Options under the terms hereinafter set forth.

NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:

1.In accordance with and subject to all of the terms, provisions and conditions of the Plan, approved and adopted by the Board of Directors (the “Board”) and shareholders of the Company, and in accordance with and subject to the action relating to the Plan from time to time taken and authorized by the committee of directors appointed by the Board to administer the Plan (the “Committee”), including the rules from time to time promulgated by said Committee (copies of which are and will be maintained on file at the offices of the Secretary or Assistant Secretaries of the Company, subject to examination by any optionee holding options under the Plan), pursuant to action of the Committee, which action was taken on September 3, 2013 (the “Date of Award”), the Company has granted to the Awardee (who on the Date of Award is an employee of the Company or of an affiliate of the Company) the right and option to purchase from the Company 130,000 shares of the Company’s common stock, $1.00 par value per share (“Common Stock”), at and for the purchase price per share of $82.54, payable at the time of exercise of such option in cash or in the form of Common Stock previously acquired by the Awardee or a combination thereof. The option shall be a Non-Qualified Stock Option and not Incentive Stock Option within the meaning of the Plan and Section 422 of the Code.

2.    One-third of the option shall vest on the one-year anniversary of the Date of Award, one-third of the option shall vest on the two-year anniversary of the Date of Award and one-third of the option shall vest on the three-year anniversary of the Date of Award. The option may be exercised, and the Common Stock may be purchased, by the Awardee as a result of such exercise, after vesting but prior to the ten-year anniversary of the Date of Award (the “Expiration Date”), and subject to the limitations hereinafter set forth, namely:

(a)    Except as provided in Section 2(d) below, no part of the option may be exercised, and none of the optioned shares may be purchased, prior to the date or dates on which the option, or portion thereof, as applicable, becomes vested as set forth above. Thereafter, all or portions of the option may be exercised and shares may be purchased in the share amounts indicated during the exercise periods as set forth herein. Notwithstanding anything in the Plan to the contrary, the Non-Exercise Period referenced in the Plan shall not apply to this option except to the extent specifically so stated in this Agreement.

(b)    After the option, or portion thereof, as applicable, has vested, the shares underlying the vested portion of the option may be purchased as a whole at any time, or from time to time in part, by exercising the option until the Expiration Date.

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(c)    At 5:00 P.M. (C.S.T.) on the Expiration Date, the right and option herein granted to purchase such shares in all events shall cease and terminate. Nothing in this Agreement shall be construed to permit the exercise of the option beyond the Expiration Date.

(d)    Except as provided below, the Awardee may not exercise the option unless at the time of exercise, the Awardee is an employee of the Company or of an affiliate of the Company, and has been in such employ continuously since the date of grant.

(1)    Termination of Employment – General

Except as provided in Section 2(d)(2) below, if the Awardee’s employment with the Company and every affiliate of the Company shall terminate for any reason, the Awardee’s right to exercise the unexercised portion of the option shall terminate and all rights hereunder shall cease.

(2)    Termination of Employment – Exceptions

(A) By Termination without Cause or Resignation with Good Reason

If the Awardee’s employment with the Company and every affiliate of the Company shall have been involuntarily terminated by the Company and every affiliate without Cause (as defined herein) or if the Awardee resigns with Good Reason (as defined herein), the entire option shall become one hundred percent (100% ) vested and may be exercised by the Awardee at any time during a period of five (5) years after the date of such termination or resignation, in whole or in part. If the Awardee dies within such five (5) year period at a time when the Awardee is not an employee, agent or principal of a competitor of the Company or any affiliate (or when the Company has consented to such relationship with a competitor), the option, to the extent it remains outstanding, may be exercised at any time by a Successor prior to the expiration of such five (5) year period after termination or resignation during which the Awardee could have exercised the option had the Awardee survived.

The terms “Cause” and “Good Reason” shall have the meanings given such terms in the Amended and Restated Executive Employment Agreement by and between the Company and the Awardee, executed on September 3, 2013 to be effective January 1, 2014.

(B)    By Death or Permanent and Total Disability

If the Awardee dies or suffers a Disability while in the employ of the Company or any affiliate, the option shall be one hundred percent (100%) vested and may be exercised by the Awardee or by a Successor at any time during the three (3) year period after the date of such death or Disability for the total number of shares subject to the Awardee’s options, provided that if death or Disability occurs after Awardee has attained the minimum age to qualify for Retirement, the option may be exercised at any time during the five (5) year period after the date of such death or Disability. If the Awardee dies during the post-Disability exercise period specified in the preceding sentence, the option, to the extent it remains outstanding, may be exercised at any time by a Successor during the remainder of the period during which the Awardee could have exercised such option had the Awardee survived.

(C)    By Retirement

If the Awardee’s employment with the Company and every affiliate of the Company shall have been terminated by the Awardee for Retirement, the entire option shall become one hundred percent (100%) vested and may be exercised by the Awardee at any time during a period of five (5) years after the date of such Retirement, in whole or in part. If the Awardee dies within such five (5) year period at a time when the Awardee is not an employee, agent or principal of a competitor of the Company or any affiliate (or when the Company has consented to such relationship with a competitor), the option, to the extent it remains outstanding, may be exercised at any time by a Successor prior to the

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expiration of such five (5) year period after Retirement during which the Awardee could have exercised the option had the Awardee survived.

(D)    By Termination for Cause or Resignation without Good Reason

If the Awardee’s employment is terminated by the Company and every affiliate for Cause or the Awardee resigns without Good Reason (prior to the Awardee meeting the requirements for Retirement (as defined herein)), any unexercised portion of the option, whether or not vested, shall terminate immediately with the Awardee’s termination or resignation.

(E)    Certain Corporate Transactions

Upon the occurrence of a Change in Control, the entire option shall become vested and exercisable, and the shares may be purchased at any time by exercising this option in accordance with all other terms and conditions hereof, without regard to Section 6(g)(i) of the Plan. Any unexercised portion shall terminate immediately if and when the Awardee becomes an employee, agent or principal of a competitor of the Company, or of any affiliate of the Company, without the consent of the Company. Notwithstanding anything herein or in the Plan to the contrary, Section 6(f)(i)(H) of the Plan shall not apply to this option; except that, this option shall not be affected by any change in employment responsibilities so long as the Awardee continues to be an employee of the Company or an affiliate thereof.

3.    This option may be exercised in such form and manner and otherwise pursuant to such procedures as may be established by the Company from time to time. The Company has the right to require payment of any taxes before issuing to the Awardee any stock under the option and will deduct any required minimum taxes from any payment of any kind due to the Awardee. The Committee may permit the Awardee to satisfy withholding obligations by delivering previously owned shares or by electing to have shares withheld to meet the statutory required minimum withholding requirements.

4.    This option shall not be transferred by the Awardee otherwise than by will or the laws of descent and distribution, nor may the Awardee pledge, hypothecate or otherwise create any lien thereupon. During the lifetime of the Awardee, the option shall be exercisable only by the Awardee or, if he or she is legally incompetent, by his or her legal representative.

5.    The option hereby incorporates by reference the terms and conditions of the Plan, and the option is issued to and received by the Awardee subject to all such terms and conditions. In the event of any conflict or inconsistency between the provisions of Section 6(f) of the Plan and this Agreement, the provisions of this Agreement shall control. In the event of any conflict or inconsistency between any other provisions of the Plan and this Agreement, the provisions of the Plan shall control, except to the extent specifically contemplated otherwise herein. Notwithstanding anything herein or in the Plan to the contrary, the option is subject to the Company’s Financial Restatement Policy as amended from time to time.

6.    To the extent not specifically defined in this Agreement 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.

[The remainder of this page is intentionally blank. The next page is the signature page.]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf, and the Awardee has signed this Agreement to evidence the Awardee’s acceptance of the terms hereof, all as of the date first above written.

SIGMA-ALDRICH CORPORATION

By: /s/ Barrett Toan                

Barrett Toan, Chairman of the Board of Directors

AWARDEE

/s/ Rakesh Sachdev                

Rakesh Sachdev

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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: October 22, 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: October 22, 2013

/s/    Jan A. Bertsch

Jan A. Bertsch

Executive Vice President and Chief Financial Officer

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 September 30, 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

October 22, 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 September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jan A. Bertsch, Executive Vice President and Chief Financial 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/    Jan A. Bertsch

Jan A. Bertsch

Executive Vice President and Chief Financial Officer

Sigma-Aldrich Corporation

October 22, 2013

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Other Assets And Liabilities

9 Months Ended

Sep. 30, 2013

Other Assets And Liabilities [Abstract]

Other Assets And Liabilities

Other Assets and Liabilities

Other current assets

Other current assets are summarized as follows:

	September 30, 2013		December 31, 2012
Other receivables	$	32	$	36
Prepaid expenses	21		29
Certificates of deposit	27		27
Other current assets	2		3
Total other current assets	$	82	$	95

Other assets

Other assets are summarized as follows:

	September 30, 2013		December 31, 2012
Other investments	$	12	$	16
Cash value of life insurance policies	34		29
Deferred taxes	15		17
Long term certificates of deposit	32		—
Other non-current assets	27		27
Total other assets	$	120	$	89

Other current liabilities

Other current liabilities are summarized as follows:

	September 30, 2013		December 31, 2012
Legal and professional	$	5	$	6
Pension and post-retirement	3		3
Freight	9		7
Other accrued expenses	70		61
Total other current liabilities	$	87	$	77

Other liabilities

Other liabilities are summarized as follows:

	September 30, 2013		December 31, 2012
Deferred compensation	$	30	$	31
Non-current income taxes	35		33
Other non-current liabilities	12		10
Total other non-current liabilities	$	77	$	74

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Restructuring and Other Charges (Summary of Restructuring and Other Charges) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013	Jun. 30, 2013	Sep. 30, 2012	Jun. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Restructuring and Other Charges [Abstract]
Restructuring costs	$ 10		$ 4	$ 4	$ 10	$ 8
Licensing dispute settlement	0	7	0		7	0
Costs related to mergers and acquisitions	0	5	0		5	5
Total restructuring and other charges	$ 10		$ 4		$ 22	$ 13

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Income Taxes

9 Months Ended

Sep. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

There were no material changes in the unrecognized tax benefits of the Company during the three and nine months ended September 30, 2013.

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Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill

The Company’s amortizable and unamortizable intangible assets at September 30, 2013 and December 31, 2012 are as follows:

	Cost				Accumulated Amortization
	September 30, 2013		December 31, 2012		September 30, 2013		December 31, 2012
Amortizable intangible assets:
Patents	$	15	$	14	$	9	$	8
Licenses	48		47		20		17
Customer relationships	252		255		73		61
Technical knowledge	48		48		18		15
Other	29		29		23		22
Total amortizable intangible assets	$	392	$	393	$	143	$	123
Unamortizable intangible assets:
Goodwill	$	713	$	717	$	26	$	26
Trademarks and trade names	20		20		8		8
Total unamortizable intangible assets	$	733	$	737	$	34	$	34

Change In Net Goodwill

The change in net goodwill for the nine months ended September 30, 2013 is as follows:

Balance at December 31, 2012	$	691
Acquisitions and Divestitures	(2		)
Impact of foreign currency exchange rates	(2		)
Balance at September 30, 2013	$	687

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Share Repurchases (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Disclosure of Repurchase Agreements [Abstract]
Shares repurchased	101,000,000	99,000,000
Authorized shares repurchase	110,000,000

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Restructuring and Other Charges

9 Months Ended

Sep. 30, 2013

Restructuring and Other Charges [Abstract]

Restructuring and Other Charges

Restructuring and Other Charges

Restructuring and other charges are summarized as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Restructuring costs	$	10	$	4	$	10	$	8
Licensing dispute settlement	—		—		7		—
Costs related to mergers and acquisitions	—		—		5		5
Total restructuring and other charges	$	10	$	4	$	22	$	13

In the third quarter of 2013, the Company committed to a restructuring plan to exit a manufacturing site in Europe. This exit activity impacts approximately 90 employees and is intended to further reduce the Company's fixed cost structure. Total restructuring costs are expected to be $12, comprised of $9 to reduce the value of the assets impacted by these restructuring activities and $3 of employee termination costs. Once fully implemented, the Company expects annual pre-tax savings associated with these activities in a range from $3 to $4. During the three and nine months ended September 30, 2013, $10 of these restructuring costs were recorded.

In the second quarter of 2012, the Company committed to a restructuring plan to exit various sales office locations in Europe. These exit activities impacted approximately 30 employees and were intended to further reduce the Company's fixed cost structure by streamlining the sales force in Europe. The total cost of this restructuring action was approximately $4 and was recorded in the second quarter of 2012.

Other costs of $7 were incurred during the second quarter of 2013 for the settlement of a licensing dispute associated with certain products.

Third party costs of $5 associated with merger and acquisition activity were incurred during the second quarter of 2013. Third party 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.

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Pension And Post-Retirement Benefits (Pension And Post-Retirement Benefits And Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]
Retiree medical liability	$ 49	$ 47
Pension liability	87	91
Subtotal	136	138
Less: current portion (included in other current liabilities)	(3)	(3)
Pension and post-retirement benefits liabilities	$ 133	$ 135

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Accumulated Other Comprehensive Income Disclosure (Changes in Accumulated Other Comprehensive Income by Component)(Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax [Roll Forward]
Beginning balance	$ 69	$ 97	$ 141	$ 119
Other comprehensive income (loss) before reclassification	60	31	(12)	9
Less: Amounts reclassified from accumulated other comprehensive income to net income	0	0	0	0
Net current-period other comprehensive income (loss)	60	31	(12)	9
Ending balance	129	128	129	128
Pension and Post-Retirement Benefit Plans Income (Loss), Net
Beginning balance	(76)	(85)	(78)	(88)
Other comprehensive income (loss) before reclassification	0	0	0	0
Less: Amounts reclassified from accumulated other comprehensive income to net income	(1)	(1)	(3)	(4)
Net current-period other comprehensive income (loss)	1	1	3	4
Ending balance	(75)	(84)	(75)	(84)
Unrealized Gain (Loss) on Securities, Net
Beginning balance	1	2	3	(1)
Other comprehensive income (loss) before reclassification	1	1	3	4
Less: Amounts reclassified from accumulated other comprehensive income to net income	2	0	6	0
Net current-period other comprehensive income (loss)	(1)	1	(3)	4
Ending balance	0	3	0	3
Unrealized Gain (Loss) on Cash Flow Hedges, Net
Beginning balance	13		3
Other comprehensive income (loss) before reclassification	(8)		4
Less: Amounts reclassified from accumulated other comprehensive income to net income	3		5
Net current-period other comprehensive income (loss)	(11)		(1)
Ending balance	2		2
Total
Beginning balance	7	14	69	30
Other comprehensive income (loss) before reclassification	53	32	(5)	13
Less: Amounts reclassified from accumulated other comprehensive income to net income	4	(1)	8	(4)
Net current-period other comprehensive income (loss)	49	33	(13)	17
Ending balance	$ 56	$ 47	$ 56	$ 47

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Debt (Schedule Of Notes Payable And Long-Term Debt) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013		Dec. 31, 2012
Notes payable
Weighted Average Rate	0.10%		0.20%
Long-term debt
Weighted Average Rate	3.40%		3.40%
Commercial Paper [Member]
Notes payable
Outstanding	$ 114	[1]	$ 381	[1]
Weighted Average Rate	0.10%	[1]	0.20%	[1]
$200.0 European Revolving Credit Facility, Due March 13, 2014 [Member]
Notes payable
Outstanding	0	[2]	0	[2]
Weighted Average Rate	0.00%	[2]	0.00%	[2]
Sigma-Aldrich Korea Limited Credit Facility, Due June 30, 2014 [Member]
Notes payable
Outstanding	0	[3]	0	[3]
Weighted Average Rate	0.00%	[3]	0.00%	[3]
Sigma-Aldrich Japan Credit Facility [Member]
Notes payable
Outstanding	0	[4]	0	[4]
Weighted Average Rate	0.00%	[4]	0.00%	[4]
Other Short-Term Credit Facilities [Member]
Notes payable
Outstanding	0	[5]	2	[5]
Weighted Average Rate	0.00%	[5]	1.50%	[5]
Senior Notes, Due November 1, 2020 [Member]
Long-term debt
Weighted Average Rate	3.40%	[6]	3.40%	[6]
Total Notes Payable [Member]
Notes payable
Outstanding	114		383
Long-Term Debt [Member] | Senior Notes, Due November 1, 2020 [Member]
Long-term debt
Outstanding	300	[6]	300	[6]
Total Long-Term Debt [Member]
Long-term debt
Outstanding	$ 300		$ 300

[1] The Company has a $600 five-year revolving credit facility that will mature on May 9, 2017 with a syndicate of banks in the U.S. supporting the Company's commercial paper program. At September 30, 2013 and December 31, 2012, the Company did not have any borrowings outstanding under the 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 13.7 percent and 0.0 percent, respectively, at September 30, 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 $2,618, 13.7 percent and 0.0 percent, respectively, at September 30, 2013.

[3] There were no outstanding borrowings under this facility, which had a total commitment of 20 billion Korean Won ($19), at September 30, 2013.

[4] Sigma-Aldrich Japan GK has two credit facilities having a total commitment of 2 billion Japanese Yen ($20), 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 September 30, 2013.

[5] There were no borrowings under these facilities, which have total commitments in U.S. Dollar equivalents of $3, at September 30, 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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Company Operations By Business Unit (Tables)

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

Net Sales For The Company's Business Units

Sales for the Company's business units are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Research	$	341	$	335	$	1,055	$	1,055
Applied	154		148		473		452
SAFC Commercial	169		156		492		461
Total	$	664	$	639	$	2,020	$	1,968

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 September 30,				Nine months ended September 30,
	2013		2012		2013		2012
Sales to unaffiliated customers:
United States	$	259	$	248	$	775	$	746
Other countries	405		391		1,245		1,222
Total	$	664	$	639	$	2,020	$	1,968

Geographic Financial Information - Long-Lived Assets

	September 30, 2013		December 31, 2012
Long-lived assets:
United States	$	527	$	549
Other countries	350		351
Total	$	877	$	900

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Financial Derivatives and Risk Management (Tables)

9 Months Ended

Sep. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following table summarizes the fair values of the foreign currency forward exchange contracts designated as cash flow hedges at September 30, 2013 and December 31, 2012:

Item	Reporting Location	September 30, 2013	December 31, 2012
Forward exchange contracts asset derivative	Other current assets	$4	$6
Forward exchange contracts liability derivative	Other current liabilities	5	3
Gain recognized in AOCI, net	AOCI	2	3

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance

The following tables summarize the effect of the foreign currency forward exchange contracts designated as cash flow hedges on the Company's consolidated statements of comprehensive income during the three and nine months ended September 30, 2013 and September 30, 2012, net of immaterial tax effects.

Item	Reporting Location	Three Months Ended September 30, 2013	Three Months Ended September 30, 2012
Loss recognized in OCI, net	OCI	$(11)	—
Gain reclassified from AOCI into net income	Costs of products and services sold	3	—

Item	Reporting Location	Nine Months Ended September 30, 2013	Nine Months Ended September 30, 2012
Loss recognized in OCI, net	OCI	$(1)	—
Gain reclassified from AOCI into net income	Costs of products and services sold	5	—

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Pension And Post-Retirement Benefits (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Defined Benefit Plan Disclosure [Line Items]
Estimated life of plan participants			38 years
International [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer contributions to pension plans			$ 5
United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Cost of 401(k) retirement savings plan	5	3	17	8
Scenario, Forecast [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer contributions to pension plans			$ 8

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Intangible Assets (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 6	$ 8	$ 20	$ 24
Finite-lived intangible assets, future amortization expense, four year estimate, minimum			21
Finite-lived intangible assets, future amortization expense, four year estimate, maximum			$ 27
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives			1 year
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives			20 years

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Financial Derivatives and Risk Management (Fair Value of Derivatives) - Balance Sheet (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Jun. 30, 2013	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Gain recognized in AOCI, net	$ 2	$ 13	$ 3
Foreign Exchange Forward [Member] | Cash Flow Hedging [Member] | Other Comprehensive Income (Loss) [Member]
Derivatives, Fair Value [Line Items]
Gain recognized in AOCI, net	2		3
Foreign Exchange Forward [Member] | Cash Flow Hedging [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Forward exchange contracts asset derivative	4		6
Foreign Exchange Forward [Member] | Cash Flow Hedging [Member] | Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Forward exchange contracts liability derivative	$ 5		$ 3

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Other Assets And Liabilities (Other Current Assets) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Other Assets And Liabilities [Abstract]
Other receivables	$ 32	$ 36
Prepaid expenses	21	29
Certificates of deposit	27	27
Other current assets	2	3
Total other current assets	$ 82	$ 95

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 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 September 30,		Nine Months Ended September 30,
	2013	2012	2013	2012
Weighted average shares
Basic shares	120	121	120	121
Effect of dilutive securities	1	1	1	1
Diluted shares	121	122	121	122

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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		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 segment	Sep. 30, 2012
Segment Reporting Information [Line Items]
Number of operating segments			1
Sales	$ 664	$ 639	$ 2,020	$ 1,968
Research Business Unit [Member]
Segment Reporting Information [Line Items]
Sales	341	335	1,055	1,055
Applied Business Unit [Member]
Segment Reporting Information [Line Items]
Sales	154	148	473	452
SAFC Commercial Business Unit [Member]
Segment Reporting Information [Line Items]
Sales	$ 169	$ 156	$ 492	$ 461

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Debt (Tables)

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Schedule Of Notes Payable And Long-Term Debt

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

	September 30, 2013				December 31, 2012
	Outstanding		Weighted Average Rate		Outstanding		Weighted Average Rate
Notes payable
Commercial paper (1)	$	114	0.1	%	$	381	0.2	%
$200 European revolving credit facility, due March 13, 2014 (2)	—		—		—		—
Sigma-Aldrich Korea Limited credit facility, due June 30, 2014 (3)	—		—		—		—
Sigma-Aldrich Japan GK credit facilities (4)	—		—		—		—
Other short-term credit facilities (5)	—		—		2		1.5	%
Total notes payable	$	114	0.1	%	$	383	0.2	%
Long-term debt
Senior notes, due November 1, 2020 (6)	$	300	3.4	%	$	300	3.4	%
Total long-term debt	$	300	3.4	%	$	300	3.4	%

(1) The Company has a $600five-year revolving credit facility that will mature on May 9, 2017 with a syndicate of banks in the U.S. supporting the Company's commercial paper program. At September 30, 2013 and December 31, 2012, the Company did not have any borrowings outstanding under the 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 13.7 percent and 0.0 percent, respectively, at September 30, 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 $2,618, 13.7 percent and 0.0 percent, respectively, at September 30, 2013.

(3) There were no outstanding borrowings under this facility, which had a total commitment of 20 billion Korean Won ($19), at September 30, 2013.

(4) Sigma-Aldrich Japan GK has two credit facilities having a total commitment of 2 billion Japanese Yen ($20), 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 September 30, 2013.

(5) There were no borrowings under these facilities, which have total commitments in U.S. Dollar equivalents of $3, at September 30, 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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Consolidated Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash flows from operating activities:
Net income	$ 360	$ 344
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	103	101
Deferred income taxes	(2)	23
Stock-based compensation expense	18	13
Restructuring	8	1
Other	(13)	(6)
Changes in operating assets and liabilities:
Accounts receivable	(39)	(38)
Inventories	(2)	(43)
Accounts payable	6	(6)
Income taxes	5	(17)
Other, net	42	7
Net cash provided by operating activities	486	379
Cash flows from investing activities:
Capital expenditures	(75)	(89)
Purchases of investments	(96)	(77)
Proceeds from sales of investments	74	81
Acquisitions of businesses, net of cash acquired	0	(389)
Proceeds from sale of net assets	9	0
Other, net	0	(6)
Net cash used in investing activities	(88)	(480)
Cash flows from financing activities:
Net issuance/(repayment) of short-term debt	(269)	152
Dividends	(78)	(73)
Share repurchases	(115)	(99)
Proceeds from exercise of stock options	25	31
Excess tax benefits from stock-based payments	6	10
Net cash provided by/(used in) financing activities	(431)	21
Effect of foreign currency exchange rate changes on cash	(3)	4
Net change in cash and cash equivalents	(36)	(76)
Cash and cash equivalents at January 1	724	665
Cash and cash equivalents at September 30	688	589
Supplemental disclosures of cash flow information:
Income taxes paid	116	130
Interest paid, net of capitalized interest	$ 4	$ 4

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Reclassifications

9 Months Ended

Sep. 30, 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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Inventories

9 Months Ended

Sep. 30, 2013

Inventory Disclosure [Abstract]

Inventories

Inventories

The principal categories of inventories are:

	September 30, 2013		December 31, 2012
Finished goods	$	579	$	585
Work in process	34		36
Raw materials	102		101
Total	$	715	$	722

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New Accounting Pronouncements

9 Months Ended

Sep. 30, 2013

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Pronouncements

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 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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Financial Derivatives and Risk Management (Schedule Of Gain Loss) - Income Statement (Details) (Foreign Exchange Forward [Member], Cash Flow Hedging [Member], USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Other Comprehensive Income (Loss) [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Loss recognized in OCI, net	$ (11)	$ 0	$ (1)	$ 0
Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain reclassified from AOCI into net income	$ 3	$ 0	$ 5	$ 0

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Pension And Post-Retirement Benefits (Tables)

9 Months Ended

Sep. 30, 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 September 30, 2013 and 2012 are as follows:

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

The components of net periodic benefit cost for the nine months ended September 30, 2013 and 2012 are as follows:

	Pension Plans												Post-Retirement Medical  Benefit Plans
	United States						International
	2013			2012			2013			2012			2013			2012
Service cost	$	—		$	7		$	7		$	6		$	1		$	1
Interest cost	5			5			7			7			1			2
Expected return on plan assets	(9		)	(8		)	(8		)	(7		)	—			—
Amortization	1			4			3			3			(1		)	(1		)
Net periodic benefit cost	$	(3	)	$	8		$	9		$	9		$	1		$	2

Pension And Post-Retirement Benefits And Liabilities

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

	September 30, 2013			December 31, 2012
Retiree medical liability	$	49		$	47
Pension liability	87			91
Subtotal	136			138
Less: current portion (included in other current liabilities)	(3		)	(3		)
Pension and post-retirement benefits liabilities	$	133		$	135

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Accumulated Other Comprehensive Income Disclosure (Tables)

9 Months Ended

Sep. 30, 2013

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Changes in Accumulated Other Comprehensive Income by Component

The following table shows the components of AOCI for the three months ended September 30, 2013

	Foreign Currency Translation Adjustment Income (Loss), Net		Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net			Unrealized Gain (Loss) on Cash Flow Hedges, Net			Total
Beginning balance	$	69	$	(76	)	$	1		$	13		$	7
Other comprehensive income (loss) before reclassification	60		—			1			(8		)	53
Less: Amounts reclassified from accumulated other comprehensive income to net income	—		(1		)	2			3			4
Net current-period other comprehensive income (loss)	60		1			(1		)	(11		)	49
Ending balance	$	129	$	(75	)	$	—		$	2		$	56

The following table shows the components of AOCI for the nine months ended September 30, 2013.

	Foreign Currency Translation Adjustment Income (Loss), Net			Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net			Unrealized Gain (Loss) on Cash Flow Hedges, Net			Total
Beginning balance	$	141		$	(78	)	$	3		$	3		$	69
Other comprehensive income (loss) before reclassification	(12		)	—			3			4			(5		)
Less: Amounts reclassified from accumulated other comprehensive income to net income	—			(3		)	6			5			8
Net current-period other comprehensive income (loss)	(12		)	3			(3		)	(1		)	(13		)
Ending balance	$	129		$	(75	)	$	—		$	2		$	56

The following table shows the components of AOCI for the three months ended September 30, 2012.

	Foreign Currency Translation Adjustment Income (Loss), Net		Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net		Total
Beginning balance	$	97	$	(85	)	$	2	$	14
Other comprehensive income (loss) before reclassification	31		—			1		32
Less: Amounts reclassified from accumulated other comprehensive income to net income	—		(1		)	—		(1		)
Net current-period other comprehensive income (loss)	31		1			1		33
Ending balance	$	128	$	(84	)	$	3	$	47

The following table shows the components of AOCI for the nine months ended September 30, 2012.

	Foreign Currency Translation Adjustment Income (Loss), 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	9		—			4			13
Less: Amounts reclassified from accumulated other comprehensive income to net income	—		(4		)	—			(4		)
Net current-period other comprehensive income (loss)	9		4			4			17
Ending balance	$	128	$	(84	)	$	3		$	47

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Debt (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Debt Disclosure [Abstract]
Interest expense, debt	$ 2	$ 2	$ 7	$ 6
Long-term debt, fair value	$ 290		$ 290		$ 315

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Earnings Per Share (Shares Used In Calculation Of Earnings Per Share) (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Weighted average shares
Basic shares	120,000,000	121,000,000	120,000,000	121,000,000
Effect of dilutive securities	1,000,000	1,000,000	1,000,000	1,000,000
Diluted shares	121,000,000	122,000,000	121,000,000	122,000,000
Number of potential common shares from the calculation of weighted average shares considered to be antidilutive	1,000,000	0	1,000,000	1,000,000

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Other Assets And Liabilities (Other Assets) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Other Assets And Liabilities [Abstract]
Other investments	$ 12	$ 16
Cash value of life insurance policies	34	29
Deferred taxes	15	17
Long term certificates of deposit	32	0
Other non-current assets	27	27
Total other assets	$ 120	$ 89

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Company Operations By Business Unit (Geographic Financial Information - Long-Lived Assets) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Segment Reporting Information [Line Items]
Long-lived assets	$ 877	$ 900
United States [Member]
Segment Reporting Information [Line Items]
Long-lived assets	527	549
Other Countries [Member]
Segment Reporting Information [Line Items]
Long-lived assets	$ 350	$ 351

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Consolidated Statements Of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Statement of Comprehensive Income [Abstract]
Net income	$ 119	$ 112	$ 360	$ 344
Other comprehensive income/(loss), net of tax:
Foreign currency translation gain/(loss), net	60	31	(12)	9
Pension and post retirement, net	1	1	3	4
Unrealized gain/(loss) on securities, net	(1)	1	(3)	4
Unrealized gain/(loss) on forward exchange contracts, net	(11)	0	(1)	0
Total other comprehensive income/(loss)	49	33	(13)	17
Comprehensive income	$ 168	$ 145	$ 347	$ 361

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Financial Derivatives and Risk Management

9 Months Ended

Sep. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Derivatives and Risk Management

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 comprised of foreign currency forward exchange contracts and 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 three and nine months ended September 30, 2013. At September 30, 2013 and December 31, 2012, the Company had a notional principal amount of $305 and $234, respectively, in foreign currency forward exchange contracts outstanding.

The following table summarizes the fair values of the foreign currency forward exchange contracts designated as cash flow hedges at September 30, 2013 and December 31, 2012:

Item	Reporting Location	September 30, 2013	December 31, 2012
Forward exchange contracts asset derivative	Other current assets	$4	$6
Forward exchange contracts liability derivative	Other current liabilities	5	3
Gain recognized in AOCI, net	AOCI	2	3

The following tables summarize the effect of the foreign currency forward exchange contracts designated as cash flow hedges on the Company's consolidated statements of comprehensive income during the three and nine months ended September 30, 2013 and September 30, 2012, net of immaterial tax effects.

Item	Reporting Location	Three Months Ended September 30, 2013	Three Months Ended September 30, 2012
Loss recognized in OCI, net	OCI	$(11)	—
Gain reclassified from AOCI into net income	Costs of products and services sold	3	—

Item	Reporting Location	Nine Months Ended September 30, 2013	Nine Months Ended September 30, 2012
Loss recognized in OCI, net	OCI	$(1)	—
Gain reclassified from AOCI into net income	Costs of products and services sold	5	—

As of September 30, 2013, the majority of these contracts are in established currencies including the Euro, Japanese Yen and British Pound. During the next 12 months, we expect that approximately $2 of unrealized gains included in AOCI, based on their valuation as of September 30, 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 are recorded in SG&A, based on the difference in the contract rate and the spot rate at the end of each month for all contracts still in force, and are typically offset either partially or completely by transaction gains and losses. The duration of the contracts typically does not exceed six months. As of September 30, 2013, the majority of these contracts are in established currencies including the Euro, British Pound and Japanese Yen. The impact of these contracts was not material to the consolidated financial statements as of and for the periods ended September 30, 2013 and December 31, 2012. The notional amount of open foreign currency forward exchange contracts at September 30, 2013 and December 31, 2012 was $171 and $116, respectively.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Common Stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common Stock, shares authorized	300,000,000	300,000,000
Common Stock, shares issued	202,000,000	202,000,000
Common Stock, shares outstanding	120,000,000	120,000,000
Common Stock in treasury, shares	82,000,000	82,000,000

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Accumulated Other Comprehensive Income Disclosure (Reclassifications from Accumulated Other Comprehensive Income) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Amount Recorded as SG&A [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Amount reclassified from accumulated other comprehensive income	$ 1	$ 1	$ 3	$ 4
Amount Recorded as Cost of Products and Services Sold [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Amount reclassified from accumulated other comprehensive income	$ 3		$ 5

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Consolidated Statements Of Income (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Statement [Abstract]
Sales	$ 664	$ 639	$ 2,020	$ 1,968
Cost of products and services sold	330	315	1,001	949
Gross profit	334	324	1,019	1,019
Selling, general and administrative expenses	150	147	458	458
Research and development expenses	16	17	49	53
Restructuring and other charges	10	4	22	13
Operating income	158	156	490	495
Interest, net	1	1	3	3
Income before income taxes	157	155	487	492
Provision for income taxes	38	43	127	148
Net income	$ 119	$ 112	$ 360	$ 344
Net income per share - Basic (in dollars per share)	$ 0.99	$ 0.93	$ 3.00	$ 2.84
Net income per share - Diluted (in dollars per share)	$ 0.98	$ 0.92	$ 2.98	$ 2.82
Weighted average number of shares outstanding - Basic (in shares)	120	121	120	121
Weighted average number of shares outstanding - Diluted (in shares)	121	122	121	122
Dividends per share (in dollars per share)	$ 0.22	$ 0.20	$ 0.65	$ 0.60

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Other Assets And Liabilities (Other Current Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Other Assets And Liabilities [Abstract]
Legal and professional	$ 5	$ 6
Pension and post-retirement	3	3
Freight	9	7
Other accrued expenses	70	61
Total other current liabilities	$ 87	$ 77

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Other Assets And Liabilities (Tables)

9 Months Ended

Sep. 30, 2013

Other Assets And Liabilities [Abstract]

Other Current Assets

Other current assets are summarized as follows:

	September 30, 2013		December 31, 2012
Other receivables	$	32	$	36
Prepaid expenses	21		29
Certificates of deposit	27		27
Other current assets	2		3
Total other current assets	$	82	$	95

Other Assets

Other assets are summarized as follows:

	September 30, 2013		December 31, 2012
Other investments	$	12	$	16
Cash value of life insurance policies	34		29
Deferred taxes	15		17
Long term certificates of deposit	32		—
Other non-current assets	27		27
Total other assets	$	120	$	89

Other Current Liabilities

Other current liabilities are summarized as follows:

	September 30, 2013		December 31, 2012
Legal and professional	$	5	$	6
Pension and post-retirement	3		3
Freight	9		7
Other accrued expenses	70		61
Total other current liabilities	$	87	$	77

Other Liabilities

Other liabilities are summarized as follows:

	September 30, 2013		December 31, 2012
Deferred compensation	$	30	$	31
Non-current income taxes	35		33
Other non-current liabilities	12		10
Total other non-current liabilities	$	77	$	74

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Inventories (Tables)

9 Months Ended

Sep. 30, 2013

Inventory Disclosure [Abstract]

Principal Categories Of Inventories

The principal categories of inventories are:

	September 30, 2013		December 31, 2012
Finished goods	$	579	$	585
Work in process	34		36
Raw materials	102		101
Total	$	715	$	722

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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		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Segment Reporting Information [Line Items]
Net sales to unaffiliated customers	$ 664	$ 639	$ 2,020	$ 1,968
United States [Member]
Segment Reporting Information [Line Items]
Net sales to unaffiliated customers	259	248	775	746
Other Countries [Member]
Segment Reporting Information [Line Items]
Net sales to unaffiliated customers	$ 405	$ 391	$ 1,245	$ 1,222

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Restructuring and Other Charges (Restructuring Activities) Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended		3 Months Ended
	Sep. 30, 2013 employee	Jun. 30, 2013	Sep. 30, 2012	Jun. 30, 2012 employee	Sep. 30, 2013	Sep. 30, 2012	Mar. 31, 2012 BioReliance and Research Organics	Sep. 30, 2013 Minimum [Member]	Sep. 30, 2013 Maximum [Member]	Sep. 30, 2013 Reduction of Value of Assets Impacted by Restructuring [Member]	Sep. 30, 2013 Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Number of employees impacted by the restructuring	90			30
Total restructuring costs expected	$ 12									$ 9	$ 3
Expected annual savings from restructuring activity								3	4
Restructuring costs	10		4	4	10	8
Restructuring costs recorded during period					10
Licensing dispute settlement	0	7	0		7	0
Costs related to mergers and acquisitions	$ 0	$ 5	$ 0		$ 5	$ 5	$ 5

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Debt (Schedule Of Notes Payable And Long-Term Debt - Additional Information) (Details)	9 Months Ended							9 Months Ended
	Sep. 30, 2013 Five-Year Revolving Credit Facility Maturing May 9, 2017 [Member] USD ($)	Sep. 30, 2013 $200.0 European Revolving Credit Facility, Due March 13, 2014 [Member] USD ($)	Sep. 30, 2013 Sigma-Aldrich Korea Limited Credit Facility, Due June 30, 2014 [Member] USD ($)	Sep. 30, 2013 Sigma-Aldrich Korea Limited Credit Facility, Due June 30, 2014 [Member] KRW	Sep. 30, 2013 Sigma-Aldrich Japan Credit Facility [Member] USD ($)	Sep. 30, 2013 Sigma-Aldrich Japan Credit Facility [Member] JPY (¥)	Sep. 30, 2013 Other Short-Term Credit Facilities [Member] USD ($)	Sep. 30, 2013 Senior Notes, Due November 1, 2020 [Member] USD ($)
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity	$ 600,000,000		$ 19,000,000	20,000,000,000	$ 20,000,000	¥ 2,000,000,000	$ 3,000,000	$ 300,000,000
Line of credit facility, term	5 years
Debt instrument, maturity date	May 09, 2017	Mar. 13, 2014	Jun. 30, 2014	Jun. 30, 2014	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 to total net worth	25.00%
Consolidated debt as percentage of total capitalization	13.70%	13.70%
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		750,000,000
Debt Instrument, covenant, ratio of consolidated debt plus subsidiary debt to net worth		25.00%
Consolidated net worth		2,618,000,000
Subsidiary debt plus consolidated secured debt, as a percent of total net worth		0.00%
Stated interest rate								3.375%
Duration debt can be redeemed at 100 percent plus accrued interest								3 months
Debt redemption price, percentage								100.00%
Debt instrument face amount		$ 200,000,000

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Intangible Assets (Amortizable And Unamortizable Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Amortizable intangible assets:
Total amortizable intangible assets, Cost	$ 392	$ 393
Total amortizable intangible assets, Accumulated Amortization	143	123
Indefinite-Lived Intangible Assets (Including Goodwill) [Abstract]
Goodwill, Gross	713	717
Goodwill, Accumulated Amortization	26	26
Total unamortizable intangible assets, Cost	733	737
Total unamortizable intangible assets, Accumulated Amortization	34	34
Trademarks and Trade Names [Member]
Indefinite-Lived Intangible Assets (Including Goodwill) [Abstract]
Trademarks and trade names, Cost	20	20
Trademark Indefinite-lived Intangible Assets, Accumulated Amortization	8	8
Patents [Member]
Amortizable intangible assets:
Total amortizable intangible assets, Cost	15	14
Total amortizable intangible assets, Accumulated Amortization	9	8
Licenses [Member]
Amortizable intangible assets:
Total amortizable intangible assets, Cost	48	47
Total amortizable intangible assets, Accumulated Amortization	20	17
Customer Relationships [Member]
Amortizable intangible assets:
Total amortizable intangible assets, Cost	252	255
Total amortizable intangible assets, Accumulated Amortization	73	61
Technical Knowledge [Member]
Amortizable intangible assets:
Total amortizable intangible assets, Cost	48	48
Total amortizable intangible assets, Accumulated Amortization	18	15
Other [Member]
Amortizable intangible assets:
Total amortizable intangible assets, Cost	29	29
Total amortizable intangible assets, Accumulated Amortization	$ 23	$ 22

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Intangible Assets (Change In Net Goodwill) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013
Goodwill [Roll Forward]
Balance at December 31, 2012	$ 691
Acquisitions and Divestitures	(2)
Impact of foreign currency exchange rates	(2)
Balance at September 30, 2013	$ 687

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Debt

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Debt

Debt

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

	September 30, 2013				December 31, 2012
	Outstanding		Weighted Average Rate		Outstanding		Weighted Average Rate
Notes payable
Commercial paper (1)	$	114	0.1	%	$	381	0.2	%
$200 European revolving credit facility, due March 13, 2014 (2)	—		—		—		—
Sigma-Aldrich Korea Limited credit facility, due June 30, 2014 (3)	—		—		—		—
Sigma-Aldrich Japan GK credit facilities (4)	—		—		—		—
Other short-term credit facilities (5)	—		—		2		1.5	%
Total notes payable	$	114	0.1	%	$	383	0.2	%
Long-term debt
Senior notes, due November 1, 2020 (6)	$	300	3.4	%	$	300	3.4	%
Total long-term debt	$	300	3.4	%	$	300	3.4	%

(1) The Company has a $600five-year revolving credit facility that will mature on May 9, 2017 with a syndicate of banks in the U.S. supporting the Company's commercial paper program. At September 30, 2013 and December 31, 2012, the Company did not have any borrowings outstanding under the 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 13.7 percent and 0.0 percent, respectively, at September 30, 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 $2,618, 13.7 percent and 0.0 percent, respectively, at September 30, 2013.

(3) There were no outstanding borrowings under this facility, which had a total commitment of 20 billion Korean Won ($19), at September 30, 2013.

(4) Sigma-Aldrich Japan GK has two credit facilities having a total commitment of 2 billion Japanese Yen ($20), 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 September 30, 2013.

(5) There were no borrowings under these facilities, which have total commitments in U.S. Dollar equivalents of $3, at September 30, 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 September 30, 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 both the three months ended September 30, 2013 and 2012. Total interest expense incurred on short-term and long-term debt, net of amounts capitalized, was $7 and $6 for the nine months ended September 30, 2013 and 2012, respectively.

The fair value of long-term debt was approximately $290 and $315 at September 30, 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.

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Restructuring and Other Charges Restructuring and Other Charges (Tables)

9 Months Ended

Sep. 30, 2013

Restructuring and Other Charges [Abstract]

Schedule of Summary of Restructuring and Other Charges

Restructuring and other charges are summarized as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Restructuring costs	$	10	$	4	$	10	$	8
Licensing dispute settlement	—		—		7		—
Costs related to mergers and acquisitions	—		—		5		5
Total restructuring and other charges	$	10	$	4	$	22	$	13

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Financial Derivatives and Risk Management (General Cash Flow Hedge Information) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended		3 Months Ended	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013 Minimum [Member]	Sep. 30, 2013 Not Designated as Hedging Instrument [Member]	Dec. 31, 2012 Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Percent of net revenue denominated in Non-US currencies			60.00%
Notional amount of foreign currency cash flow hedging derivatives	$ 305	$ 234
Cash flow hedge gain (loss) to be reclassified within twelve months	2
Maximum length of time hedged in cash flow hedge	24 months
Maximum length of time hedged in foreign currency cash flow hedge				6 months
Notional amount of foreign currency derivatives				$ 171	$ 116

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Pension And Post-Retirement Benefits

9 Months Ended

Sep. 30, 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 September 30, 2013 and 2012 are as follows:

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

The components of net periodic benefit cost for the nine months ended September 30, 2013 and 2012 are as follows:

	Pension Plans												Post-Retirement Medical  Benefit Plans
	United States						International
	2013			2012			2013			2012			2013			2012
Service cost	$	—		$	7		$	7		$	6		$	1		$	1
Interest cost	5			5			7			7			1			2
Expected return on plan assets	(9		)	(8		)	(8		)	(7		)	—			—
Amortization	1			4			3			3			(1		)	(1		)
Net periodic benefit cost	$	(3	)	$	8		$	9		$	9		$	1		$	2

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

	September 30, 2013			December 31, 2012
Retiree medical liability	$	49		$	47
Pension liability	87			91
Subtotal	136			138
Less: current portion (included in other current liabilities)	(3		)	(3		)
Pension and post-retirement benefits liabilities	$	133		$	135

Effective December 31, 2012, the pension plan has been frozen and future retirement service benefits are no longer accrued under this program. Effective January 1, 2013, the affected employees became eligible for additional contributions under the Company's 401(k) retirement savings 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 September 30, 2013.

The Company does not anticipate that it will be required to make a cash contribution to its U.S. pension plan in 2013. The Company contributed $5 to its international pension plans in the nine months ended September 30, 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 of the employee's salary deferral. The cost for this plan was $5 and $3, respectively, for the three months ended September 30, 2013 and 2012 and $17 and $8, for the nine months ended September 30, 2013 and 2012.

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Intangible Assets

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible Assets

The Company’s amortizable and unamortizable intangible assets at September 30, 2013 and December 31, 2012 are as follows:

	Cost				Accumulated Amortization
	September 30, 2013		December 31, 2012		September 30, 2013		December 31, 2012
Amortizable intangible assets:
Patents	$	15	$	14	$	9	$	8
Licenses	48		47		20		17
Customer relationships	252		255		73		61
Technical knowledge	48		48		18		15
Other	29		29		23		22
Total amortizable intangible assets	$	392	$	393	$	143	$	123
Unamortizable intangible assets:
Goodwill	$	713	$	717	$	26	$	26
Trademarks and trade names	20		20		8		8
Total unamortizable intangible assets	$	733	$	737	$	34	$	34

The Company recorded amortization expense of $6 and $8 for the three months ended September 30, 2013 and 2012, respectively, related to amortizable intangible assets. For the nine months ended September 30, 2013 and 2012, the Company recorded amortization expense of $20 and $24, 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 $27 from 2013 through 2017.

The change in net goodwill for the nine months ended September 30, 2013 is as follows:

Balance at December 31, 2012	$	691
Acquisitions and Divestitures	(2		)
Impact of foreign currency exchange rates	(2		)
Balance at September 30, 2013	$	687

Acquisition and divestiture activity during the nine months ended September 30, 2013 is related to the finalization of purchase accounting for certain acquisitions as well as the writeoff of goodwill associated with the sale of the net assets of SAGE Labs in April 2013.

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Basis Of Presentation

9 Months Ended

Sep. 30, 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 nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

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Other Assets And Liabilities (Other Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Other Assets And Liabilities [Abstract]
Deferred compensation	$ 30	$ 31
Non-current income taxes	35	33
Other non-current liabilities	12	10
Total other non-current liabilities	$ 77	$ 74

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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		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 0	$ 3	$ 0	$ 7
Interest cost	2	1	5	5
Expected return on plan assets	(3)	(3)	(9)	(8)
Amortization	0	2	1	4
Net periodic benefit cost	(1)	3	(3)	8
International [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	2	2	7	6
Interest cost	2	2	7	7
Expected return on plan assets	(2)	(2)	(8)	(7)
Amortization	1	1	3	3
Net periodic benefit cost	3	3	9	9
Post-Retirement Medical Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0	1	1
Interest cost	0	1	1	2
Expected return on plan assets	0	0	0	0
Amortization	0	0	(1)	(1)
Net periodic benefit cost	$ 0	$ 1	$ 1	$ 2

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Inventories (Principal Categories Of Inventories) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Inventory Disclosure [Abstract]
Finished goods	$ 579	$ 585
Work in process	34	36
Raw materials	102	101
Total	$ 715	$ 722

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Earnings Per Share

9 Months Ended

Sep. 30, 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 September 30,		Nine Months Ended September 30,
	2013	2012	2013	2012
Weighted average shares
Basic shares	120	121	120	121
Effect of dilutive securities	1	1	1	1
Diluted shares	121	122	121	122

Potential common shares totaling 1 million were excluded from the calculation of diluted weighted average shares for the three and nine months ended September 30, 2013, and for the nine months ended September 30, 2012, because their effects were antidilutive. There were no common shares excluded from the calculation of weighted average shares for the three months ended September 30, 2012.

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Company Operations By Business Unit

9 Months Ended

Sep. 30, 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. Sales for the Company's business units are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Research	$	341	$	335	$	1,055	$	1,055
Applied	154		148		473		452
SAFC Commercial	169		156		492		461
Total	$	664	$	639	$	2,020	$	1,968

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. 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 business unit/individual objectives funded by the achievement of consolidated Company EPS goals. 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 September 30,				Nine months ended September 30,
	2013		2012		2013		2012
Sales to unaffiliated customers:
United States	$	259	$	248	$	775	$	746
Other countries	405		391		1,245		1,222
Total	$	664	$	639	$	2,020	$	1,968

	September 30, 2013		December 31, 2012
Long-lived assets:
United States	$	527	$	549
Other countries	350		351
Total	$	877	$	900

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Contingent Liabilities And Commitments

9 Months Ended

Sep. 30, 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's operations and a number of its products are highly regulated by various governmental agencies around the world. Failure to meet the standards and licensing requirements of these agencies can lead to penalties which can include fines and/or operating restrictions. The Company accrues for potential 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 September 30, 2013.

At September 30, 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 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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Share Repurchases

9 Months Ended

Sep. 30, 2013

Disclosure of Repurchase Agreements [Abstract]

Share Repurchases

Share Repurchases

At September 30, 2013 and December 31, 2012, the Company had repurchased a total of 101 and 99 million shares, respectively, of an authorized repurchase of 110 million shares.

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Document And Entity Information	9 Months Ended
	Sep. 30, 2013
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
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	119,665,716

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Accumulated Other Comprehensive Income Disclosure

9 Months Ended

Sep. 30, 2013

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income

The following table shows the components of AOCI for the three months ended September 30, 2013

	Foreign Currency Translation Adjustment Income (Loss), Net		Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net			Unrealized Gain (Loss) on Cash Flow Hedges, Net			Total
Beginning balance	$	69	$	(76	)	$	1		$	13		$	7
Other comprehensive income (loss) before reclassification	60		—			1			(8		)	53
Less: Amounts reclassified from accumulated other comprehensive income to net income	—		(1		)	2			3			4
Net current-period other comprehensive income (loss)	60		1			(1		)	(11		)	49
Ending balance	$	129	$	(75	)	$	—		$	2		$	56

The following table shows the components of AOCI for the nine months ended September 30, 2013.

	Foreign Currency Translation Adjustment Income (Loss), Net			Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net			Unrealized Gain (Loss) on Cash Flow Hedges, Net			Total
Beginning balance	$	141		$	(78	)	$	3		$	3		$	69
Other comprehensive income (loss) before reclassification	(12		)	—			3			4			(5		)
Less: Amounts reclassified from accumulated other comprehensive income to net income	—			(3		)	6			5			8
Net current-period other comprehensive income (loss)	(12		)	3			(3		)	(1		)	(13		)
Ending balance	$	129		$	(75	)	$	—		$	2		$	56

The following table shows the components of AOCI for the three months ended September 30, 2012.

	Foreign Currency Translation Adjustment Income (Loss), Net		Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net		Total
Beginning balance	$	97	$	(85	)	$	2	$	14
Other comprehensive income (loss) before reclassification	31		—			1		32
Less: Amounts reclassified from accumulated other comprehensive income to net income	—		(1		)	—		(1		)
Net current-period other comprehensive income (loss)	31		1			1		33
Ending balance	$	128	$	(84	)	$	3	$	47

The following table shows the components of AOCI for the nine months ended September 30, 2012.

	Foreign Currency Translation Adjustment Income (Loss), 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	9		—			4			13
Less: Amounts reclassified from accumulated other comprehensive income to net income	—		(4		)	—			(4		)
Net current-period other comprehensive income (loss)	9		4			4			17
Ending balance	$	128	$	(84	)	$	3		$	47

During the three months ended September 30, 2013, amounts reclassified from AOCI include gains of $1 into SG&A and gains of $3 into cost of products and services sold. During the nine months ended September 30, 2013, amounts reclassified from AOCI include gains of $3 into SG&A and gains of $5 into cost of products and services sold. During the three months ended September 30, 2012, amounts reclassified from AOCI include losses of $1 into SG&A. During the nine months ended September 30, 2012, amounts reclassified from AOCI include losses of $4 into SG&A. These adjustments are net of immaterial tax effects.