8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 9, 2011

SIGMA-ALDRICH CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-8135	43-1050617
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3050 Spruce Street

St. Louis, Missouri 63103

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (314) 771-5765

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On February 9, 2011, Sigma-Aldrich issued a press release announcing its fourth quarter operating results for the period ended December 31, 2010. This press release and certain supplemental information are furnished as Exhibits 99.1 and 99.2, respectively.

Item 7.01 Regulation FD Disclosure.

On February 9, 2011, the Registrant issued a press release regarding the financial outlook for the fourth quarter ending December 31, 2010. This press release and certain supplemental information are furnished as Exhibits 99.1 and 99.2, respectively.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description
99.1	Press Release issued February 9, 2011 - SIGMA-ALDRICH (NASDAQ:SIAL) REPORTS Q4 AND FULL YEAR 2010 DILUTED EPS OF $0.76 AND $3.12, RESPECTIVELY. Q4 AND FULL YEAR 2010 ADJUSTED DILUTED EPS WERE $0.83 AND $3.31, RESPECTIVELY. Q4 SALES SET NEW QUARTERLY HIGH. 2011 DILUTED EPS EXPECTED TO BE $3.45 TO $3.60. QUARTERLY DIVIDEND RAISED BY 12.5%.
99.2	Certain supplemental information not included in the press release.

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SIGNATURE

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 hereunto duly authorized.

Dated: February 9, 2011

SIGMA-ALDRICH CORPORATION
By:	/s/    MICHAEL F. KANAN
	Michael F. Kanan, Vice President and
	Corporate Controller

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued February 9, 2011 - SIGMA-ALDRICH (NASDAQ:SIAL) REPORTS Q4 AND FULL YEAR 2010 DILUTED EPS OF $0.76 AND $3.12, RESPECTIVELY. Q4 AND FULL YEAR 2010 ADJUSTED DILUTED EPS WERE $0.83 AND $3.31, RESPECTIVELY. Q4 SALES SET NEW QUARTERLY HIGH. 2011 DILUTED EPS EXPECTED TO BE $3.45 TO $3.60. QUARTERLY DIVIDEND RAISED BY 12.5%.
99.2	Certain supplemental information not included in the press release.

4

EX-99.1

Exhibit 99.1

3050 Spruce Street, St. Louis, MO 63103 USA

Tel: (800) 521-8956 (314) 771-5765 Fax: (800) 325-5052 (314) 771-5757

From: Rakesh Sachdev	For questions, contact:
President and CEO	Kirk A. Richter
	Vice President, Treasurer and Interim CFO
	(314) 286-8004

FOR IMMEDIATE RELEASE -St. Louis, MO., February 9, 2011

SIGMA-ALDRICH (NASDAQ:SIAL) REPORTS Q4 AND FULL YEAR 2010 DILUTED EPS OF $0.76 AND $3.12, RESPECTIVELY. Q4 AND FULL YEAR 2010 ADJUSTED DILUTED EPS WERE $0.83 AND $3.31, RESPECTIVELY. Q4 SALES SET NEW QUARTERLY HIGH. 2011 DILUTED EPS EXPECTED TO BE $3.45 TO $3.60. QUARTERLY DIVIDEND RAISED BY 12.5%.

HIGHLIGHTS:

2010 Results (all percentages are to comparable periods in 2009)

• Q4 2010 reported sales were $582 million, a new quarterly high. Q4 sales grew by 2% and 3% on a reported and currency adjusted basis, respectively. Full year 2010 sales increased 6% and 5% on a reported and currency adjusted basis, respectively.

• Q4 2010 reported diluted EPS was $0.76. Excluding restructuring costs of $0.07, adjusted Q4 2010 diluted EPS was $0.83, up 4%. Full year 2010 reported EPS was $3.12. Excluding $0.19 of restructuring and impairment costs, 2010 adjusted diluted EPS was $3.31, a 16% increase over 2009’s adjusted diluted EPS.

• Full year 2010 net cash provided by operating activities was $523 million and free cash flow was $424 million.

2011 Outlook (all percentages are compared to full year 2010 results)

• Sales for the full year are expected to increase in a mid-single digit range, with market conditions similar to 2010. Sales growth is not likely to be significantly impacted if currency exchange rates remain near current levels.

• Diluted adjusted EPS forecast (excluding restructuring or other extraordinary special charges) is expected to be $3.45 to $3.60, a 4% to 9% increase over 2010’s adjusted EPS. See 2011 Outlook below.

• Net cash provided by operating activities is expected to exceed $500 million. Free cash flow is expected to exceed $375 million.

Dividend

At a meeting held on February 8, 2011, the Directors increased the quarterly cash dividend by 12.5% to $0.18 per share. The dividend is payable on March 15, 2011 to shareholders of record on March 1, 2011.

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CEO’s STATEMENT:

Commenting on the fourth quarter of 2010, President and CEO Rakesh Sachdev said: “The fourth quarter was marked with the tragic loss of our long-time colleague and CEO Jai Nagarkatti. He was a greatly respected leader to the entire Sigma-Aldrich organization and the scientific and business community. Jai left a great legacy and a solid team. We continue to keep his family in our thoughts and prayers.

We are very pleased to have reported improved results in 2010’s fourth quarter when compared to the same period last year, our best quarter in 2009. Our fourth quarter sales set a new quarterly record at $582 million. Earnings for the fourth quarter of 2010 continued the strong performance achieved in the earlier quarters of 2010, driving our diluted EPS for the year up by 11% on a reported basis and by 16% on an adjusted basis over the prior year level. The $3.12 of reported diluted EPS for 2010 is another record, marking our 36^th consecutive year of achieving increased EPS.

Our fourth quarter sales showed positive organic growth in both our Research and SAFC businesses. Our traditional research products in analytical chemistry, biology and traditional chemistry together with continued strong growth from our materials science products all made a positive contribution to our research sales growth. Our SAFC business continued its strong quarterly sales performance, achieving the best quarterly sales in 2010, with strong growth in sales of materials and precursors for semi-conductor and L.E.D. applications as well as in industrial cell culture media for biological drugs. SAFC also enjoyed steady growth in the sale of bulk chemical products for development and manufacturing.”

Sachdev continued, “For 2011, we again expect organic sales growth in the mid-single digit range as we continue to drive toward our longer term organic growth goal of 7% to 8%. Market conditions are not likely to change much, so our plans are to continue to execute on our strategic initiatives to drive sales of our analytical, biology, chemistry and materials science products, to continue the high single digit organic growth in SAFC, and to enhance our e-commerce and Asia Pacific-Latin American market sales. All of these efforts are intended in an effort to once again boost sales growth above the underlying market rate.

Excluding any special charges, we also expect to hold our operating profit margin close to the level achieved in 2010. Our 2011 plans include continuing benefits from our sales growth and operations improvement initiatives. We plan to reinvest some of those benefits in the initiatives that are expected to accelerate our sales growth rate in the future. In addition, we also plan to create our new European headquarters in Switzerland to more effectively manage our efforts in the important EMEA market. These additional expenses are included in our earnings outlook. Our diluted EPS, exclusive of any restructuring and other extraordinary special charges, should increase by 4% to 9% to a range of $3.45 to $3.60. Let me assure you that our management team is fully engaged and committed to deliver this performance.”

2010 RESULTS:

Reported sales for the fourth quarter of 2010 of $582 million increased 2% from the fourth quarter of 2009. Excluding a 1% impact from unfavorable currency rates, fourth quarter organic sales growth was 3%. Fourth quarter sales for the Company’s Research business grew 3% on a currency-adjusted basis, driven primarily by growth in the Asia Pacific-Latin American markets. Fourth quarter sales for the Company’s SAFC business grew 4% on a currency-adjusted basis, as sales of our Supply Solutions, Bioscience and Hitech products again reflected stronger demand. A reconciliation of reported to adjusted (organic) sales is on page 8.

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The operating income margin in the fourth quarter of 2010 was 22.3% of sales, comparable to that reported for the fourth quarter of 2009. Excluding restructuring costs, the operating income margin in the fourth quarters of 2010 and 2009 would have been 24.2% and 23.9%, respectively. A reconciliation of reported to adjusted operating margins is on page 9. The Q4 2010 gross margin of 51.7% was up 160 basis points over the 2009 level due to our ability to enhance margins from higher sales and favorable product mix, partially offset by currency impacts. This improvement was partially offset by higher S,G&A costs, primarily from incentive compensation costs resulting from the improved financial performance for the full year. The Q4 2010 pretax restructuring costs of $11 million related to the previously announced voluntary early retirement program and the consolidation of certain manufacturing facilities in the U.S. and Europe. These restructuring actions reflect the Company’s efforts to improve operating efficiencies and lower its fixed cost structure as part of a longer term goal to improve operating margins to a range of 26% to 27%. The retroactive reinstatement of the U.S. R&D tax credit in the fourth quarter of 2010 provided a $0.02 benefit to diluted EPS in the fourth quarter. This benefit was offset by a currency impact of an equal amount.

Free cash flow (defined on page 7) for 2010 was a record $424 million, an increase of $28 million over 2009. Higher net income and lower capital expenditures were the primary contributors to this increase. A reconciliation of net cash provided by operating activities to free cash flow is on page 9.

Other highlights from global sales growth initiatives include:

• Worldwide sales of research products through the Company’s award winning web site as a percentage of total research sales were 49% for the fourth quarter of 2010 and 48% for the full year of 2010, up from 45% for the full year 2009.

• Sales in International markets (Asia Pacific and Latin America) continued to show strength with reported and organic growth of 21% and 16%, respectively, for the fourth quarter of 2010. In the Company’s focus markets of China, India and Brazil, sales collectively grew 27% and 23% on a reported and organic basis, respectively, for the fourth quarter of 2010.

• SAFC’s booked orders for future delivery at December 31, 2010 improved over the September 30, 2010 level and were 10% above the December 31, 2009 level.

2011 OUTLOOK:

• Organic sales growth is expected to be in the mid-single digit range for 2011.

• Programs to enhance and highlight our product capabilities for our research business in analytical, biology, chemistry and materials science, continued emphasis on growth opportunities in fine chemicals, in international markets and in e-commerce are all expected to enable us to achieve 2011 sales growth at above market rates.

• Market conditions are not expected to change much from 2010.

• At current exchange rates, currency is not expected to have a significant impact on full year reported sales growth.

• The recently completed acquisitions of Cerilliant and Research Technology Corporation are expected to contribute a modest sales benefit.

• Our forecast for diluted adjusted earnings per share for 2011 is $3.45 to $3.60, up from an adjusted diluted EPS of $3.31 for 2010.

• This increase reflects expected benefits from higher sales levels and ongoing cost management activities.

• Included in this outlook are expenses for strategic initiatives that are expected to drive longer term organic sales growth to a level of 7% to 8%.

• Changes in currency exchange rates are not expected to have a significant impact on EPS if rates remain at current levels.

• The effective tax rate in 2011 is expected to be approximately 30%, including a benefit from the U.S. R & D tax credit comparable to that realized in 2010.

• Recent acquisitions are expected to be neutral to mildly accretive to our diluted earnings per share in 2011.

• This EPS outlook excludes the impact of restructuring and other extraordinary special charges.

• Management expects free cash flow for 2011 to be in excess of $375 million.

• Net cash provided by operating activities is expected to exceed $500 million.

• Capital expenditures are expected to be approximately $125 million.

• Working capital management initiatives will be continued, with inventory levels increased at select international locations to support anticipated growth at those locations.

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OTHER INFORMATION:

Cash Flow and Debt: Net cash provided by operating activities for 2010 was $523 million compared to $516 million for 2009. This increase reflects the net effect of higher net income and non-cash charges partially offset by a smaller contribution from the Company’s working capital management initiatives. Capital expenditures were $99 million for 2010 compared to $120 million in 2009. Inventory levels were 6.3 months at December 31, 2010 compared to 6.5 months at December 31, 2009. Free cash flow of $424 million for 2010 was used to return $177 million to shareholders through share repurchases and a 10% increase in the quarterly dividend rate, repay $40 million in debt and fund acquisitions of $80 million. The Company’s debt to capital ratio was reduced to 21% at December 31, 2010 from 25% at December 31, 2009.

Share Repurchase: Another 0.4 million shares were acquired in the fourth quarter of 2010 at an average share price of $64.49. There were 122 million shares outstanding at December 31, 2010. The Company expects to continue to offset the dilutive impact of issuing share based incentive compensation with future repurchases. The Company may repurchase additional shares, but the timing and amount will depend upon market conditions and other factors.

Cautionary Statement: This release contains forward-looking statements relating to future performance, goals, strategic actions and initiatives and similar intentions and beliefs, including phrases “is expected”, “expects”, “aren’t likely”, “seek”, “should”, and other statements regarding the Company’s expectations, goals, beliefs, intentions and the like regarding future sales, earnings, free cash flow, share repurchases, acquisitions and other matters. These statements are based on assumptions regarding Company operations, investments and acquisitions and conditions in the markets the Company serves. The Company believes these assumptions are reasonable and well founded. The forward-looking statements in this release are subject to risks and uncertainties, including, among others, certain economic, political and technological factors. Actual results could differ materially from those stated or implied in this news release, due to, but not limited to, such factors as (1) global economic conditions, (2) changes in pricing and the competitive environment and the global demand for our products, (3) fluctuations in foreign currency exchange rates, (4) changes in research funding and the success of research and development activities, (5) failure of planned sales initiatives in our Research and SAFC businesses, (6) dependence on uninterrupted manufacturing operations, (7) failure to achieve planned cost reductions in global supply chain initiatives and restructuring actions, (8) changes in the regulatory environment in which the Company operates, (9) changes in worldwide tax rates or tax benefits from domestic and international operations, including the matters described in Note 3-Income Taxes-to the Consolidated Financial Statements in the Company’s Form 10-Q report for the quarter ended September 30, 2010, (10) exposure to litigation, including product liability claims, (11) the ability to maintain adequate quality standards, (12) reliance on third party package delivery services, (13) an unanticipated increase in interest rates, (14) other changes in the business environment in which the Company operates, and (15) the outcome of the outstanding matters described in Note 14-Contingent Liabilities and Commitments-to the Consolidated Financial Statements in the Company’s Form 10-Q report for the quarter ended September 30, 2010. A further discussion of the Company’s risk factors can be found in Item 1A of Part 1 of the Company’s

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Form 10-K report for the year ended December 31, 2009 and the Company’s Form 8-K filed on October 25, 2010. The Company does not undertake any obligation to update these forward-looking statements.

About Sigma-Aldrich: Sigma-Aldrich is a leading Life Science and High Technology company. Our biochemical and organic chemical products and kits are used in scientific research, including genomic and proteomic research, biotechnology, pharmaceutical development, and as key components in pharmaceutical, diagnostic and other high technology manufacturing. We have customers in life science companies, university and government institutions, hospitals and in industry. Over one million scientists and technologists use our products. Sigma-Aldrich operates in 40 countries and has 7,900 employees providing excellent service worldwide. We are committed to accelerating our Customers’ success through leadership in Life Science, High Technology and Service. For more information about Sigma-Aldrich, please visit our award winning web site at www.sigma-aldrich.com.

Non-GAAP Financial Measures: The Company supplements its disclosures made in accordance with accounting principles generally accepted in the United States (“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, 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. See the Supplemental Financial Information on pages 8 and 9 for these reconciliations.

With over 60% 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 in this release excludes currency impacts. The Company calculates the impact of changes in foreign currency 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”. While we are able to report currency impacts after the fact, we are unable to estimate changes that may occur in 2011 to applicable exchange rates. Any significant changes in currency exchange rates would likely have a significant impact on our reported growth rates due to the volume of our sales denominated in foreign currencies.

Management also uses adjusted net income and EPS and adjusted operating income and operating income margins (reconciled on page 9) and free cash flow (defined on page 7), non-GAAP measures, to judge its performance and ability to pursue opportunities that enhance shareholder value. Due to the uncertain timing of future restructuring and other extraordinary special charges, we are unable to include these charges in the 2011 diluted EPS forecast or provide a reconciliation to the corresponding GAAP measures. Management believes this non-GAAP information is useful to investors as well.

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SIGMA-ALDRICH CORPORATION

Consolidated Statements of Income (Unaudited)

(in millions except per share amounts)

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2010		2009		2010		2009
Net sales	$	582	$	573	$	2,271	$	2,148
Cost of products sold		281		286		1,075		1,058
Gross profit		301		287		1,196		1,090
Selling, general and administrative expenses		143		134		548		518
Research and development expenses		17		16		66		63
Restructuring costs		11		9		24		9
Impairment charge		—		—		7		—
Operating income		130		128		551		500
Interest, net		2		2		7		10
Income before income taxes		128		126		544		490
Provision for income taxes		34		33		160		143
Net income	$	94	$	93	$	384	$	347
Net income per share - Basic	$	0.78	$	0.76	$	3.17	$	2.84
Net income per share - Diluted	$	0.76	$	0.75	$	3.12	$	2.80
Weighted average number of shares outstanding - Basic		121		122		121		122
Weighted average number of shares outstanding - Diluted		123		124		123		124

SIGMA-ALDRICH CORPORATION

Consolidated Balance Sheets

(in millions)

	(Unaudited) December  31, 2010			December 31, 2009
Assets
Current assets:
Cash and cash equivalents	$	569		$	373
Accounts receivable, net		287			285
Inventories		607			609
Other		139			117
Total current assets		1,602			1,384
Property, plant and equipment, net		732			709
Goodwill, net		460			401
Intangibles, net		122			129
Other		98			91
Total assets	$	3,014		$	2,714
Liabilities and Stockholders’ Equity
Current liabilities:
Notes payable and current maturities of long-term debt	$	239		$	477
Accounts payable		121			112
Other		170			153
Total current liabilities		530			742
Long-term debt		300			100
Pension and post-retirement benefits		110			94
Deferred taxes		30			23
Other		68			69
Total liabilities		1,038			1,028
Stockholders’ equity:
Common stock		202			202
Capital in excess of par value		194			153
Common stock in treasury		(2,051	)		(1,983	)
Retained earnings		3,536			3,230
Accumulated other comprehensive income		95			84
Total stockholders’ equity		1,976			1,686
Total liabilities and stockholders’ equity	$	3,014		$	2,714

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SIGMA-ALDRICH CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

(in millions)

	Twelve Months Ended December 31,
	2010			2009
Cash flows from operating activities:
Net income	$	384		$	347
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		93			92
Deferred income taxes		(2	)		(7	)
Stock-based compensation expense		22			17
Restructuring costs, net of payments		15			9
Impairment charge		7			—
Other		(7	)		3
Changes in operating assets and liabilities:
Accounts receivable		1			(9	)
Inventories		8			71
Accounts payable		8			(5	)
Income taxes		(12	)		(5	)
Other, net		6			3
Net cash provided by operating activities		523			516
Cash flows from investing activities:
Capital expenditures		(99	)		(120	)
Purchases of short-term investments		(43	)		(25	)
Proceeds from sale of short-term investments		41			8
Purchases of technology		—			(19	)
Acquisitions of businesses, net of cash acquired		(80	)		(6	)
Other, net		(1	)		2
Net cash used in investing activities		(182	)		(160	)
Cash flows from financing activities:
Net repayment of short-term debt		(238	)		(135	)
Issuance of long-term debt		298			—
Repayment of long-term debt		(100	)		(7	)
Payment of dividends		(78	)		(71	)
Treasury stock purchases		(99	)		(67	)
Proceeds from exercise of stock options		45			24
Excess tax benefits from stock-based payments		11			6
Net cash used in financing activities		(161	)		(250	)
Effect of exchange rate changes on cash		16			15
Net change in cash and cash equivalents		196			121
Cash and cash equivalents at January 1		373			252
Cash and cash equivalents at December 31	$	569		$	373
Free cash flow(1)	$	424		$	396

⁽¹⁾ Net cash provided by operating activities less capital expenditures.

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SIGMA-ALDRICH CORPORATION

Supplemental Financial Information - (Unaudited)

Sales Growth by Business Unit

	Three Months Ended December 31, 2010
	Reported			Currency Impact			Adjusted (Organic)
Research Essentials		2	%		(2	%)		4	%
Research Specialties		3	%		(2	%)		5	%
Research Biotech		(2	%)		—			(2	%)
Research Chemicals		2	%		(1	%)		3	%
SAFC		2	%		(2	%)		4	%
Total Customer Sales		2	%		(1	%)		3	%
	Twelve Months Ended December 31, 2010
	Reported			Currency Impact			Adjusted (Organic)
Research Essentials		2	%		—			2	%
Research Specialties		6	%		—			6	%
Research Biotech		3	%		1	%		2	%
Research Chemicals		4	%		—			4	%
SAFC		9	%		—			9	%
Total Customer Sales		6	%		1	%		5	%

Business Unit Sales

(in millions)

	First Quarter 2010		Second Quarter 2010		Third Quarter 2010		Fourth Quarter 2010		Total 2010
Research Essentials	$	112	$	107	$	105	$	110	$	434
Research Specialties		217		207		207		214		845
Research Biotech		91		83		84		87		345
Research Chemicals		420		397		396		411		1,624
SAFC		152		157		167		171		647
Total Customer Sales	$	572	$	554	$	563	$	582	$	2,271
	First Quarter 2009		Second Quarter 2009		Third Quarter 2009		Fourth Quarter 2009		Total 2009
Research Essentials	$	107	$	106	$	104	$	108	$	425
Research Specialties		197		193		198		208		796
Research Biotech		82		80		83		89		334
Research Chemicals		386		379		385		405		1,555
SAFC		133		143		149		168		593
Total Customer Sales	$	519	$	522	$	534	$	573	$	2,148

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SIGMA-ALDRICH CORPORATION

Supplemental Financial Information - (Unaudited)

Reconciliation of Reported net income to Adjusted net income

	Net Income (in millions)					Diluted Earnings Per Share
	Three Months Ended December  31,					Three Months Ended December  31,
	2010			2009		2010			2009
Reported net income	$	94		$	93	$	0.76		$	0.75
Restructuring costs		8			6		0.07			0.05
Adjusted net income	$	102		$	99	$	0.83		$	0.80
Included above:
Currency impact	$	(2	)	$	—	$	(0.02	)	$	—
	Net Income (in millions)					Diluted Earnings Per Share
	Twelve Months Ended December 31,					Twelve Months Ended December 31,
	2010			2009		2010			2009
Reported net income	$	384		$	347	$	3.12		$	2.80
Restructuring costs		17			6		0.14			0.05
Impairment charge		7			—		0.05			—
Adjusted net income	$	408		$	353	$	3.31		$	2.85
Included above:
Currency impact	$	15		$	—	$	0.12		$	—

Income Statement Ratios

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2010			2009			2010			2009
Gross profit		51.7	%		50.1	%		52.7	%		50.7	%
S,G&A expenses		24.6	%		23.4	%		24.1	%		24.1	%
Operating income		22.3	%		22.3	%		24.3	%		23.3	%
Pretax income		22.0	%		22.0	%		24.0	%		22.8	%
Net income		16.2	%		16.2	%		16.9	%		16.2	%
Effective tax rate		26.6	%		26.2	%		29.4	%		29.2	%

Reconciliation of Reported Operating Income to Adjusted Operating Income

(in millions)

	Three Months Ended December 31,
	2010		% of Sales			2009		% of Sales
Reported operating income	$	130		22.3	%	$	128		22.3	%
Restructuring costs and impairment charge		11		1.9	%		9		1.6	%
Adjusted operating income	$	141		24.2	%	$	137		23.9	%
	Twelve Months Ended December 31,
	2010		% of Sales			2009		% of Sales
Reported operating income	$	551		24.3	%	$	500		23.3	%
Restructuring costs and impairment charge		31		1.3	%		9		0.4	%
Adjusted operating income	$	582		25.6	%	$	509		23.7	%

Reconciliation of Free Cash Flow

(in millions)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2010			2009			2010			2009
Net cash provided by operating activities	$	126		$	154		$	523		$	516
Less: Capital expenditures		(34	)		(32	)		(99	)		(120	)
Free cash flow	$	92		$	122		$	424		$	396

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EX-99.2

Sigma-Aldrich Corporation

Q4 2010 Earnings Review & 2011 Outlook

•

Enabling Science to Improve the Quality of Life

Exhibit 99.2

2

2

Cautionary Statements

Our presentation today will include forward looking statements relating to the Company’s future performance, goals, strategic actions and

initiatives

and

similar

intentions

and

beliefs,

including

expectations,

goals,

beliefs,

intentions

and

the

like

regarding

future

sales,

earnings,

free cash flow, share repurchases, acquisitions and other matters. These statements are based on assumptions regarding Company

operations, investments and acquisitions and conditions in the markets the Company serves.  We believe that these expectations are

reasonable

and

well-founded.

The

forward-looking

statements

in

this

presentation

are

subject

to

risks

and

uncertainties

including,

among

others, certain economic, political and technological factors. Actual results could differ materially from those stated or implied during this

review or contained in other Company communications due to, but not limited to, such factors as (1) global economic conditions, (2)

changes in pricing and the competitive environment and the global demand for our products, (3) fluctuations in foreign currency exchange

rates, (4) changes in research funding and the success of research and development activities, (5) failure of planned sales initiatives in our

Research and SAFC businesses, (6) dependence on uninterrupted manufacturing operations, (7) failure to achieve planned cost reductions

in global supply chain initiatives and restructuring actions, (8) changes in the regulatory environment in which the Company operates, (9)

changes in worldwide tax rates or tax benefits from domestic and

international operations, including the matter described in Note 3–Income

Taxes–

to the Consolidated Financial Statements in the Company’s Form 10-Q report for the quarter ended September 30, 2010,  (10)

exposure to litigation, including product liability claims, (11)

the ability to maintain adequate quality standards, (12) reliance on third party

package delivery services, (13) an unanticipated increase in interest rates, (14)  other changes in the business environment in which the

Company operates, and (15) the outcome of the outstanding matters described in Note 14-Contingent Liabilities and Commitments to the

Consolidated Financial Statements-in the Company’s Form 10-Q report for the quarter ended September 30, 2010.  A further discussion of

risk factors can be found in Item 1A of part 2 of the Company’s Form 10-K report for the year ended December 31, 2009 and the

Company’s Form 8-K filed on October 25, 2010. The Company does not undertake any obligation to publicly update the matters covered in

this presentation.

With over 60% 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

controllable,

local

currency

performance.

Organic

sales

growth

data

presented

in

this

review

is proforma

data and excludes currency impacts. 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. While we are able to report historical currency impacts after the fact, we

are unable to estimate changes that may occur later in 2011 to applicable exchange rates. Any significant changes in currency exchange

rates would likely have a significant impact on our reported growth rates due to the volume of our sales denominated in foreign currencies.

Management also uses adjusted  net income and EPS, adjusted operating income and operating income margins (excluding restructuring

and

impairment

costs)

and

free

cash

flow,

non-GAAP

measures,

to

judge

its

performance

and

ability

to

pursue

opportunities

that

enhance

shareholder value. Due to the uncertain timing of the future restructuring and other extraordinary special changes, we are unable to include

a 2011 diluted GAAP EPS forecast or reconcile to our 2011 diluted adjusted EPS forecast or provide a reconciliation to corresponding

GAAP measures . Management believes this non-GAAP information is useful to investors as well.  Reconciliations of GAAP to non-GAAP

information

are

included

in

the

Company’s

February

9,

2011

earnings

release

posted

on

its

website,

www.sigma-aldrich.com,

and

in

the

Appendix –

Reconciliation of GAAP to non-GAAP Financial Measures beginning on Slide 17.

3

Rakesh

Sachdev

President and CEO

4

Strategic Priorities

•

Enhance Growth in our Core Research and SAFC Business

•

Focus on higher growth markets of:

–

Analytical Chemistry

–

Biology

–

Chemistry/Materials Science

•

Capitalize on our unique manufacturing capabilities and cGMP facilities in SAFC

•

Drive Operational Excellence

•

Continue to build upon the success of our global supply chain initiatives

•

Streamline manufacturing and distribution footprint

•

Expand global sourcing

•

Leverage Strong Cash Flow

•

Actively pursue “bolt-on”

acquisitions

5

Fourth Quarter 2010

Financial Results

($ in millions, except per share amounts)

5

YEAR-OVER-YEAR

Q4 performance reflects sales growth for both

research and SAFC businesses

*Includes currency impact: Net Income –

$(2); Diluted EPS -

$(0.02)

As

Reported*

Q4 2010

Excluding

Restructuring &

Impairment Costs

As

Reported

Excluding

Restructuring &

Impairment Costs

Net Income

$94

$102

1%

3%

Diluted EPS

$0.76

$0.83

1%

4%

Free Cash Flow

$92

25%

Q4 2010

As

Reported

Excluding

Currency Impact

Sales

$582

2%

3%

YEAR-OVER-YEAR

6

Full Year

2010

Financial Results

($ in millions, except per share amounts)

6

*Includes currency benefit: Net Income -

$15; Diluted EPS -

$0.12

YEAR-OVER-YEAR

As

Reported*

YTD 2010

Excluding

Restructuring &

Impairment Costs

As

Reported

Excluding

Restructuring &

Impairment Costs

Net Income

$384

$408

11%

16%

Diluted EPS

$3.12

$3.31

11%

16%

Free Cash Flow

$424

7%

2010

Year-to-Date

As

Reported

Excluding

Currency Impact

Sales

$2,271

6%

5%

YEAR-OVER-YEAR

Achieved new performance record in 2010

7

7

2010 Sales Growth

RESEARCH

72%

28%

SAFC

Sales Mix (YTD)

Total

Company

SAFC

Research

3%

4%

3%

4%

9%

5%

Full Year 2010/

Full Year 2009

Q4 2010/Q4 2009

Demand for research products continued to show growth.

SAFC sales set new quarterly high

8

2010

operating

margins

reflect

impact

of

restructuring

costs

and

impairment

charge

8

Margin Analysis

PERCENTAGE OF SALES

22.3%

1.4

0.2

(1.3)

22.3%    

2010: Operating Margin

S,G&A, R&D Expenses

Price

Volume/Mix/Productivity/Currency Impact

YTD

23.3%

1.9

0.2

(0.2)

24.3%    

2009: Operating Margin

Q4

Restructuring Costs

(0.3)

(0.6)

Impairment Charge

-

(0.3)

9

9

Free Cash Flow

(in millions)

2010

$ 384

93 

17  

29

523

(99)

$ 424

Net Income

Free Cash Flow

Net Cash Provided by Operating Activities

Less Capital Expenditures

Other

Changes in Performance Working Capital*

Depreciation & Amortization

2009

$347

92 

57    

20

516

(120)

$396 

*Accounts

Receivable

+

Inventory

–

Accounts

Payable

YEAR ENDED DECEMBER 31

Free cash flow remains strong

10

10

Fourth Quarter 2010 Highlights

Continued focus on long-term growth opportunities

•

End Markets

–

Improved Growth in Chemical Related Industrial Customers and Academic Customer

Sectors partially offset by challenges in Pharmaceutical sector

•

Life Science

–

Partnered with Autism Speaks to create genetically engineered knockout rats to identify

approaches for Autism treatment

–

Expanded availability of ZFN (Zinc Finger Nuclease) Technology based technology for

biopharmceutical

use

–

Successfully

“Knocked-in”

foreign

genes

in

rats

using

ZFN

Technology

–

Received

silver

medal

from

“The

Scientist”

for

genetically

modified

cell

lines

–

Added 1,700 new antibodies to increase offering to 40,000

•

Hitech

–

Added Nanosys

created silicon nanowires

to research product offering

–

Expanded capability in better high purity metals, metal salts, alloys and ceramics for

electronic applications

Highlights

11

11

Q4 & YTD Sales Performance

Initiatives collectively on track with expectations

*Varies for individual product lines

See page 19 reconciling organic growth to reported growth

Q4      

YTD

Innovation

Organic

Organic

•

Analytical, Biology, Materials Science Sales Growth

(2)-6%*

2-10%*

Geographic Growth

•

North America

4%

5%

•

Europe

(3)%

1%

•

Asia Pacific/Latin America

16%

15%

•

Focus Markets –

India, China, Brazil

23%

25%

SAFC Sales

•

Build on momentum in key product segments

4%

9%

eCommerce Sales

% of Research Sales

% of Research Sales

•

Research Sales via eCommerce channels

49%

48%

12

0.64

0.58

0.52

0.46

0.42

0

0.1

0.2

0.3

0.4

0.5

0.6

2006

2007

2008

2009

2010

Profitable Growth

•

Demonstrated historical performance

•

Robust business model

DILUTED EARNINGS PER SHARE ($)

3.12

2.80

2.65

2.34

2.05

0.5

1.5

2.5

3.5

2006

2007

2008

2009

2010

ANNUAL DIVIDEND PER SHARE ($)

2,271

2,148

2,201

2,039

1,798

0

500

1,000

1,500

2,000

2,500

2006

2007

2008

2009

2010

REPORTED SALES $ IN MILLIONS

Continued a 36 year track record of annual increases in EPS and dividends

13

OPERATING CASH FLOW ($M)

523

516

404

417

330

0

100

200

300

400

500

600

2006

2007

2008

2009

2010

CAPITAL EXPENDITURES ($M)

99

120

90

78

75

0

50

100

150

2006

2007

2008

2009

2010

7% CAGR

Strong Cash Flow

Able to fund short and long term growth

FREE CASH FLOW ($M)

424

396

314

339

255

0

100

200

300

400

500

600

2006

2007

2008

2009

2010

Free cash flow is defined as cash flow from

operating activities less capital expenditures

14

14

2011 Guidance

Organic Revenue Growth

Diluted Adjusted EPS*

Free Cash Flow

Mid-single digits

$3.45 to $3.60

>$375M

*Excludes any restructuring and other extraordinary special charges

15

2011

Outlook

–

Highlights

•

Sales

•

Research Products

•

Expanded Analytical Chemistry Portfolio

(Cerilliant and Research Technology Corporation)

•

More Biomolecules

(Antibodies, Proteins and Peptides)

•

Broader Zinc Finger offering

•

Expanded offering of genetically

modified cell lines

•

New capacity

–

India –

Packaging and distribution

–

China –

Quality Control and packaging

•

SAFC

•

New marketing campaign

•

Continued

strength

in

Hitech

sales

•

New Hitech manufacturing capacity in Taiwan

•

Improved sales to pharmaceutical customers

•

Performance

•

Stable operating margins

•

Strong free cash flow

•

Increased dividend

16

16

QUESTIONS?

Sigma-Aldrich Corporation

Q4 2010 Earnings Review

17

Appendix

Reconciliation of GAAP to Non-GAAP

Financial Measures

18

Reconciliation of Reported Net Income to

Adjusted Net Income

2010

2009

2010

2009

Reported net income

94

$              

93

$              

0.76

$          

0.75

$          

Restructuring costs

8

6

0.07

0.05

Impairment charge

-

-

-

-

Adjusted net income

102

$           

99

$              

0.83

$          

0.80

$          

2010

2009

2010

2009

Reported net income

384

$           

347

$           

3.12

$          

2.80

$          

Restructuring costs

17

6

0.14

0.05

Impairment charge

7

-

0.05

-

Adjusted net income

408

$           

353

$           

3.31

$          

2.85

$          

Net Income

Diluted Earnings

December 31,

December 31,

(in millions)

Per Share

Three Months Ended

Three Months Ended

Net Income

Diluted Earnings

(in millions)

Per Share

Twelve Months Ended

Twelve Months Ended

December 31,

December 31,

19

Reconciliation of Reported Sales Growth to

Adjusted (Organic) Sales Goal

Three Months Ended December 31, 2010

Reported

FX Impact

Organic

•

Analytical, Biology, Materials Science Sales Growth

(2)-6%*

(1)-0%*

(1)-6%*

Geographic Growth

•

North America

4%

–

4%

•

Europe

(9%)

(6%)

(3%)

•

Asia Pacific/Latin America

21%

5%

16%

•

Focus Markets –

India, China, Brazil

27%

4%

23%

Twelve Months Ended December 31, 2010

Reported

FX Impact

Organic

•

Analytical, Biology, Materials Science Sales Growth

2-12%*

0–2%*

2-10%*

Geographic Growth

•

North America

6%

1%

5%

•

Europe

(2)%

(3%)

1%

•

Asia Pacific/Latin America

23%

8%

15%

•

Focus Markets –

India, China, Brazil

31%

6%

25%

*Varies for individual product areas

20

Reconciliation of Reported Sales Growth to Adjusted (Organic)

Sales Growth

Currency

Adjusted

Reported

Impact

(Organic)

   Research Essentials

2%

(2%)

4%

   Research Specialties

3%

(2%)

5%

   Research Biotech

(2%)

-

(2%)

   Research Chemicals

2%

(1%)

3%

   SAFC

2%

(2%)

4%

   Total Customer Sales

2%

(1%)

3%

Currency

Adjusted

Reported

Impact

(Organic)

   Research Essentials

2%

-

2%

   Research Specialties

6%

-

6%

   Research Biotech

3%

1%

2%

   Research Chemicals

4%

-

4%

   SAFC

9%

-

9%

   Total Customer Sales

6%

1%

5%

Three Months

Ended December 31, 2010

Twelve Months

Ended December 31, 2010

21

Reconciliation of Operating Cash Flow to Free Cash Flow

2010

2009

2010

2009

2008

2007

2006

Net cash provided by operating activities

126

$            

154

$             

523

$            

516

$             

404

$             

417

$              

330

$               

Less: Capital expenditures

(34)

(32)

(99)

(120)

(90)

(78)

(75)

Free cash flow

92

$               

122

$             

424

$            

396

$             

314

$             

339

$              

255

$               

December 31,

Twelve Months Ended

Three Months Ended

December 31,

In millions