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): October 25, 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 (see General Instruction A.2. below):

¨ 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 October 25, 2011, Sigma-Aldrich issued a press release announcing its third quarter operating results for the period ended September 30, 2011. This press release and certain supplemental information are furnished as Exhibits 99.1 and 99.2, respectively.

Item 7.01 Regulation FD Disclosure.

On October 25, 2011, the Registrant issued a press release regarding the financial outlook for the third quarter ending September 30, 2011. 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 October 25, 2011 - SIGMA-ALDRICH (NASDAQ:SIAL) REPORTS 25% INCREASE IN Q3 DILUTED EPS. Q3 SALES INCREASE 11%. FULL YEAR 2011 DILUTED EPS RAISED TO $3.73 to $3.81.
99.2	Certain supplemental information not included in the press release.

2

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: October 25, 2011

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

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued October 25, 2011 - SIGMA-ALDRICH (NASDAQ:SIAL) REPORTS 25% INCREASE IN Q3 DILUTED EPS. Q3 SALES INCREASE 11%. FULL YEAR 2011 DILUTED EPS RAISED TO $3.73 to $3.81.
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., October 25, 2011

SIGMA-ALDRICH (NASDAQ:SIAL) REPORTS 25% INCREASE IN Q3 DILUTED EPS. Q3 SALES INCREASE 11%. FULL YEAR 2011 DILUTED EPS RAISED TO $3.73 to $3.81.

HIGHLIGHTS:

2011 Results (all percentages are to comparable periods in 2010)

• Q3 2011 reported sales increased 11% to $626 million. Q3 sales grew organically by 4% with Research products and Fine Chemicals (“SAFC”) sales growing organically by 4% and 2%, respectively. Recently completed acquisitions contributed an additional 2% and changes in foreign currency exchange rates contributed an additional 5% to reported sales growth in Q3.

• Q3 2011 net income was $117 million, up 26% from Q3 2010.

• Q3 2011 reported diluted EPS was $0.95, up 25%. Excluding restructuring costs of $0.01, diluted adjusted EPS was $0.96, a 16% increase over adjusted Q3 2010 results.

• YTD 2011 net cash provided by operating activities and free cash flow were $373 million and $300 million, respectively.

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

• Organic sales growth for the full year is expected to meet the Company’s previously forecast growth of mid-single digits. At current exchange rates, currency is expected to increase reportable sales for the full year by approximately 4%. Acquisitions are expected to increase sales by another 1-2%.

• Diluted adjusted EPS forecast for 2011 (excluding restructuring charges) is revised to $3.73 to $3.81 to reflect strong operating results through the first nine months and a lower effective tax rate and represents a 13% to 15% increase compared to 2010’s adjusted diluted EPS of $3.31. See 2011 Outlook below.

• Net cash provided by operating activities and free cash flow are expected to be about $520 million and $400 million, respectively, for 2011, unchanged from our prior expectations.

CEO’s STATEMENT:

Commenting on third quarter 2011 performance, President and CEO Rakesh Sachdev said: “Our reported sales of $626 million met our expectations. Consistent with earlier quarters in 2011, we delivered solid performance with organic sales growth in our expected mid single digit range and a mid-teens percentage increase in diluted adjusted EPS. Our organic sales growth for our Research business in Q3 was right in-line with earlier quarters at 4%. Our overall dollar sales in Q3 for SAFC

1

remained strong at $180 million, consistent with prior quarters of 2011. Diluted adjusted EPS of $0.96 for the third quarter of 2011 exceeded our expectations due to a lower than expected effective tax rate and stronger adjusted operating income margins.

While we are pleased with the 4% organic growth in our research business in the third quarter, the economic and research funding uncertainties in the U.S. and Europe are creating a cautious climate with some of our customers. With our continued focus on the faster growth segments in analytical chemistry, biology and material science, coupled with our achievements in the emerging markets, we remain cautiously optimistic in achieving organic growth in the low to mid single digits in our research business in the fourth quarter.

As expected, the growth rate for SAFC in the third quarter was in the low single digits due to a strong comparable in the previous year. We were pleased with the sales level we achieved particularly from our Hitech and industrial media businesses. With the investments we are making this year in these businesses, we are well positioned to take advantage of the growth in these markets.

In our focus markets of India, China and Brazil in the third quarter of 2011, we collectively grew by 25% - our best result in 2011. Currency adjusted growth for these key markets including our May 2011 acquisition of Vetec Quimica Fina Ltda in Brazil was a combined 41% in Q3.”

Sachdev concluded, “We have re-affirmed our organic sales growth expectation for 2011 in the mid-single digits. We have revised our diluted adjusted EPS outlook for 2011 to $3.73 to $3.81 to reflect stronger operating results and a lower than expected annual effective tax rate for 2011 that should help offset the negative impact of recent moves in currency exchange rates.”

2011 RESULTS:

Reported sales for the third quarter of 2011 of $626 million increased 11% from the third quarter of 2010. Excluding changes in foreign currency exchange rates and acquisitions that contributed 5% and 2%, respectively, to sales growth, third quarter organic sales growth was 4%. Third quarter sales for the Company’s Research business grew organically by 4%, with reported sales of growth of 13%, led by the Asia Pacific-Latin America region. Third quarter sales for the Company’s SAFC business was $180 million, in-line with the first two quarters of 2011. This is an organic increase of 2% reflecting a very strong 2010 comparable base. Reported sales growth for SAFC for the third quarter was 8% compared to Q3 of 2010. A reconciliation of reported to adjusted organic sales is on page 8.

The operating income margin in the third quarter of 2011, excluding restructuring charges was 26.0% of sales compared to 25.4% of sales in the third quarter of 2010. Operating margins benefited from strong gross margins as well as containment of operating expenses. Reported operating income margin for the third quarter of 2011 was 25.6% compared to 23.4% in 2010. The operating income margin in 2010 was impacted by both restructuring and impairment charges. A reconciliation is provided on page 9.

The effective tax rate for the third quarter of 2011 was approximately 26%, compared to 29% in the third quarter of 2010. The lower tax rate in 2011 compared to the same period in 2010 is attributable to a benefit from certain net operating losses and an increased benefit from the release of tax contingencies resulting from statute of limitation closures. These benefits were partially offset by a reduction of the proportion of income in foreign jurisdictions with lower tax rates.

Free cash flow (defined on page 7) for the first nine months of 2011 was $300 million, compared to $332 million achieved in the same period in 2010. Higher net income was largely offset by a higher

2

level of working capital and capital expenditures to support growth in the business. 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 website as a percentage of total research sales were 50% for the third quarter of 2011, consistent with the performance in the first half of 2011 and up from 48% achieved for all of 2010.

• Sales in International markets (Asia Pacific and Latin America) continued to show strength with reported and organic growth of 22% and 9%, respectively, in the third quarter of 2011. The acquisition of Vetec increased reported international sales by 5% for the quarter. In the Company’s focus markets of China, India and Brazil, sales collectively grew 46% and 25% on a reported and organic basis, respectively, for the third quarter of 2011. The acquisition of Vetec increased reported sales in these focus markets by 16%.

• SAFC’s booked orders for future delivery at September 30, 2011 were up 3% from the June 30, 2011 level and up 6% from the September 30, 2010 level.

2011 OUTLOOK:

• Organic sales growth is expected to be in the mid-single digit range for 2011, unchanged from our previous outlook. Significant factors in our sales outlook include:

• Continued uncertainty in the U.S. and Europe around the macro economic environment and austerity measures is adding a layer of instability to our end markets. We are cautiously optimistic that our programs to enhance and highlight the product capabilities of our Research business in analytical chemistry, biology, traditional chemistry and materials science will enable us to achieve low to mid single digit organic sales growth in our Research business in the 4th quarter.

• Continued emphasis on growth opportunities in fine chemicals; in our international markets; and via e-commerce channels.

• At current exchange rates, currency is expected to increase reported sales growth by about 4% over the prior year.

• The recent acquisitions of Vetec, Resource Technology Corporation and Cerilliant Corporation are expected to contribute 1-2% to reported sales growth.

• Our outlook for the fourth quarter for diluted adjusted earnings per share is a range of $0.85 to $0.93. Our reported diluted EPS, excluding restructuring costs, for the nine months ended September 30, 2011 is $2.88, implying a full year outlook to be in a range from $3.73 to $3.81.

• Changes in foreign currency exchange rates are expected to lower Q4 diluted EPS by $0.02 -$0.03 compared to our previous outlook. A higher effective tax rate of 30% to 31% in Q4 will reduce otherwise reportable diluted EPS by $0.02 to $0.03 in Q4 compared to our previous outlook. Both of these factors have been considered in our guidance for Q4.

• The effective tax rate for full year 2011 is now expected to be 28% to 29%, reduced from 29% to 30% in our previous outlook.

• 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 special charges.

3

• Management expects free cash flow for 2011 to be about $400 million.

• Net cash provided by operating activities is expected to exceed $520 million.

• Capital expenditures are expected to be approximately $120 million.

• Initiatives to optimize working capital to support anticipated growth and customer service are expected to continue with inventory levels at roughly the same levels.

OTHER INFORMATION:

Cash Flow and Debt: Net cash provided by operating activities for the nine months ended September 30, 2011 was $373 million compared to $397 million for 2010’s first nine months. The contributions from higher net income and non-cash charges in the first nine months of 2011 compared to the same period in 2010 were exceeded by increases in working capital due to planned inventory increases to enhance service levels and support the higher sales growth rates in the Asia Pacific-Latin America region. Inventory levels were 6.3 months at September 30, 2011 and 2010. Capital expenditures for the first nine months of 2011 were $73 million compared to $65 million in the same period in 2010. Free cash flow of $300 million for the first nine months of 2011 was used primarily to pay $65 million to shareholders in the form of dividends and return another $134 million through share repurchases and $75 million to fund acquisitions. The Company’s debt to capital ratio was 21% at September 30, 2011 and at December 31, 2010.

Share Repurchases: In the third quarter of 2011, 1.8 million shares were repurchased at an average per share price of $61.90, bringing the total year-to-date acquisition to 2.1 million shares. There were 120 million shares outstanding at September 30, 2011. 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 “expects”, “affirmed”, “forecast”, “to drive”, “to enhance”, “remain committed”, “our emphasis” and other statements regarding the Company’s expectations, outlook, 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 10-Income Taxes-to the Consolidated Financial Statements in the Company’s Form 10-K report for the year ended December 31, 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

4

increase in interest rates, (14) other changes in the business environment in which the Company operates, (15) the outcome of the outstanding matters described in Note 11-Contingent Liabilities and Commitments-to the Consolidated Financial Statements in the Company’s Form 10-K report for the year ended December 31, 2010, and (16) acquisitions or divestitures of businesses. A further discussion of the Company’s risk factors can be found in Item 1A of Part 1 of the Company’s Form 10-K report for the year ended December 31, 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 over 8,300 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 sales growth when analyzing Company performance, and believes it is useful as well to investors, to judge the Company’s performance. Organic sales growth data presented in this release excludes currency and acquisitions 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 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 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 special charges, we are unable to include these charges in the 2011 diluted adjusted EPS forecast or provide a reconciliation to the corresponding GAAP measures. Management believes this non-GAAP information is useful to investors as well.

5

SIGMA-ALDRICH CORPORATION

Consolidated Statements of Income (Unaudited)

(in millions except per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Net sales	$	626	$	563	$	1,895	$	1,689
Cost of products sold		293		265		895		794
Gross profit		333		298		1,000		895
Selling, general and administrative expenses		152		139		451		405
Research and development expenses		18		16		54		49
Restructuring costs		3		4		8		13
Impairment cost		—		7		—		7
Operating income		160		132		487		421
Interest, net		2		1		6		5
Income before income taxes		158		131		481		416
Provision for income taxes		41		38		132		126
Net income	$	117	$	93	$	349	$	290
Net income per share - Basic	$	0.97	$	0.77	$	2.86	$	2.40
Net income per share - Diluted	$	0.95	$	0.76	$	2.84	$	2.36
Weighted average number of shares outstanding - Basic		121		121		122		121
Weighted average number of shares outstanding - Diluted		123		123		123		123

SIGMA-ALDRICH CORPORATION

Consolidated Balance Sheets

(in millions)

	(Unaudited)
	September 30, 2011			December 31, 2010
Assets
Current assets:
Cash and cash equivalents	$	643		$	569
Accounts receivable, net		335			287
Inventories		658			606
Other current assets		143			139
Total current assets		1,779			1,601
Property, plant and equipment, net		750			733
Goodwill, net		470			438
Intangibles, net		159			157
Other assets		92			98
Total assets	$	3,250		$	3,027
Liabilities and Stockholder’ Equity
Current liabilities:
Notes payable and current maturities of long-term debt	$	269		$	239
Accounts payable		128			121
Other		193			171
Total current liabilities		590			531
Long-term debt		300			300
Pension and post-retirement benefits		108			110
Deferred taxes		32			41
Other liabilities		65			69
Total liabilities		1,095			1,051
Stockholders’ equity:
Common stock		202			202
Capital in excess of par value		217			194
Common stock in treasury		(2,168	)		(2,051	)
Retained earnings		3,820			3,536
Accumulated other comprehensive income		84			95
Total stockholders’ equity		2,155			1,976
Total liabilities and stockholders’ equity	$	3,250		$	3,027

6

SIGMA-ALDRICH CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

(in millions)

	Nine Months Ended September 30,
		2011			2010
Cash flows from operating activities:
Net income	$	349		$	290
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		79			69
Deferred income taxes		4			5
Stock-based compensation expense		13			15
Restructuring costs, net of payments		5			6
Impairment cost		—			7
Other		—			(4	)
Changes in operating assets and liabilities:
Accounts receivable		(46	)		(29	)
Inventories		(45	)		1
Accounts payable		6			4
Income taxes		(2	)		(3	)
Other, net		10			36
Net cash provided by operating activities		373			397
Cash flows from investing activities:
Capital expenditures		(73	)		(65	)
Purchases of short-term investments		(29	)		(27	)
Proceeds from sales of short-term investments		20			25
Proceeds from sale of property, plant and equipment		2			—
Acquisitions of businesses, net of cash acquired		(75	)		(5	)
Other, net		(3	)		(2	)
Net cash used in investing activities		(158	)		(74	)
Cash flows from financing activities:
Net issuance / (repayment) of short-term debt		29			1
Repayment of long-term debt		—			(100	)
Payment of dividends		(65	)		(58	)
Share repurchases		(134	)		(76	)
Exercise of stock options		27			24
Excess tax benefits from stock-based payments		5			5
Net cash used in financing activities		(138	)		(204	)
Effect of exchange rate changes on cash		(3	)		8
Net change in cash and cash equivalents		74			127
Cash and cash equivalents at January 1		569			373
Cash and cash equivalents at September 30	$	643		$	500
Free cash flow(1)	$	300		$	332

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

7

SIGMA-ALDRICH CORPORATION

Supplemental Financial Information - (Unaudited)

Sales Growth by Business Unit

	Three Months Ended September 30, 2011
	Reported			Currency Benefit			Acquisition Benefit			Adjusted (Organic)
Research Essentials		15	%		6	%		3	%		6	%
Research Specialties		12	%		6	%		4	%		2	%
Research Biotech		12	%		6	%		—			6	%
Research Chemicals		13	%		6	%		3	%		4	%
SAFC		8	%		4	%		2	%		2	%
Total Customer Sales		11	%		5	%		2	%		4	%

	Nine Months Ended September 30, 2011
	Reported			Currency Benefit			Acquisition Benefit			Adjusted (Organic)
Research Essentials		13	%		5	%		2	%		6	%
Research Specialties		11	%		5	%		3	%		3	%
Research Biotech		10	%		5	%		—			5	%
Research Chemicals		12	%		5	%		3	%		4	%
SAFC		14	%		4	%		1	%		9	%
Total Customer Sales		12	%		5	%		1	%		6	%

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 2011		Second Quarter 2011		Third Quarter 2011		Fourth Quarter 2011		Total 2011
Research Essentials	$	120	$	124	$	121	$	—	$	365
Research Specialties		236		236		231		—		703
Research Biotech		96		94		94		—		284
Research Chemicals		452		454		446		—		1,352
SAFC		180		183		180		—		543
Total Customer Sales	$	632	$	637	$	626	$	—	$	1,895

8

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 September 30,				Three Months Ended September 30,
	2011		2010		2011		2010
Reported net income	$	117	$	93	$	0.95	$	0.76
Restructuring costs		1		3		0.01		0.02
Impairment costs		—		7		—		0.05
Adjusted net income	$	118	$	103	$	0.96	$	0.83

	Net Income (in millions)				Diluted Earnings Per Share
	Nine Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Reported net income	$	349	$	290	$	2.84	$	2.36
Restructuring costs		5		9		0.04		0.07
Impairment costs		—		7		—		0.05
Adjusted net income	$	354	$	306	$	2.88	$	2.48

Income Statement Ratios

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Gross profit		53.2	%		52.9	%		52.8	%		53.0	%
S,G&A expenses		24.3	%		24.7	%		23.8	%		24.0	%
Operating income		25.6	%		23.4	%		25.7	%		24.9	%
Pretax income		25.2	%		23.3	%		25.4	%		24.6	%
Net income		18.7	%		16.5	%		18.4	%		17.2	%
Effective tax rate		25.9	%		29.0	%		27.4	%		30.3	%

Reconciliation of Reported Operating Income Margin to Adjusted Operating Income Margin

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Reported operating income margin		25.6	%		23.4	%		25.7	%		24.9	%
Restructuring costs		0.4	%		0.7	%		0.4	%		0.8	%
Impairment Costs		—			1.3	%		—			0.4	%
Operating income margin excluding restructuring and impairment costs		26.0	%		25.4	%		26.1	%		26.1	%
Acquisitions		0.4	%					0.4	%
Adjusted operating income margin		26.4	%		25.4	%		26.5	%		26.1	%

Reconciliation of Free Cash Flow

(in millions)

	Nine Months Ended September 30,
	2011			2010
Net cash provided by operating activities	$	373		$	397
Less: Capital expenditures		(73	)		(65	)
Free cash flow	$	300		$	332

9

EX-99.2

Sigma-Aldrich Corporation

Q3 2011 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, outlook, 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

assumptions

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 matters

described

in

Note

10–Income

Taxes–

to

the

Consolidated

Financial

Statements

in

the

Company’s

Form

10-K

report

for

the

year

ended

December 31, 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, (15) the outcome of the outstanding matters described in Note 11-Contingent Liabilities and

Commitments to the Consolidated Financial Statements-in the Company’s Form 10-K report for the year ended December 31, 2010, and

(16) acquisitions or divestitures of businesses.  A further discussion of risk factors can be found in Item 1A of Part 1 of the Company’s

Form 10-K report for the year ended December 31, 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 sales growth when

analyzing

Company

performance,

and

believes

it

is

useful

as

well

to

investors,

to

judge

the

Company’s

performance.

Organic

sales

growth

data

presented

in

this

review

excludes

currency

and

acquisitions

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

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 and adjusted operating income and operating income margins 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

future

restructuring

and

other

special

charges,

we

are

unable

to

include

these

charges

in

the

2011

diluted

adjusted

EPS

forecast

or provide a reconciliation to the corresponding GAAP measures. Management believes this non-GAAP information is useful to investors

as well. 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 October 25, 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 15.

3

Third Quarter 2011 Financial Results

($ in millions, except per share amounts)

3

YEAR-OVER-YEAR

Net

Income

and

Diluted

EPS

Up

25%

As

Reported

Q3 2011

Excluding

Restructuring

As

Reported

Excluding

Restructuring

and Impairment

Net Income

$ 117

$ 118

26%

15%

Diluted EPS

$0.95

$0.96

25%

16%

Free Cash Flow

$   90

26%

Q3 2011

As

Reported

Excluding

Currency and

Acquisition

Impacts

Sales

$ 626

11%

4%

YEAR-OVER-YEAR

(1)

(1)

See page 20 for reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

4

First Nine Months

2011 Financial Results

($ in millions, except per share amounts)

4

YEAR-OVER-YEAR

Year-to-Date Sales and Earnings On-Track

Excluding

Restructuring

As

Reported

Excluding

Restructuring

and Impairment

Net Income

$  349

$  354

20%

16%

Diluted EPS

$ 2.84

$ 2.88

20%

16%

Free Cash Flow

$  300

10%

Nine

Months

2011

As

Reported

Excluding

Currency and

Acquisition

Impacts

Sales

$1,895

12%

6%

YEAR-OVER-YEAR

Nine

Months

2011

(1)

See page 20 for reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

(1)

5

5

2011 Sales Growth

RESEARCH

71%

29%

SAFC

Sales Mix (YTD)

Double Digit Reported Sales Growth in 2011

Research

SAFC

Total

Company

Organic*

*Adjusted for Currency & Acquisitions

Reported

Q3 2011 / Q3 2010

Organic*

Reported

Nine Months 2011/

Nine Months 2010

13%

4%

12%

4%

8%

2%

14%

9%

11%

12%

6%

4%

6

25.4%

100 basis points

40 basis points

6

Margin Analysis

Adjusted Operating Margins Show Improvement Year-Over-Year

PERCENTAGE OF SALES

25.6%

0.4

0.4

YTD

25.7%

0.4

0.4

Reported  Operating Margin -

2011

Q3

26.1%

Restructuring Costs

Adjusted Operating Margin -

2011

Acquisitions

26.4%

26.5%

Adjusted Operating Margin -

2010

Improvement

7

7

Free Cash Flow

(in millions)

2011

$349

79

(85) 

30

373

(73)

$300

Net Income

Free Cash Flow

Net Cash Provided by Operating Activities

Less Capital Expenditures

Other

Changes in Performance Working Capital*

Depreciation & Amortization

2010

$290

69 

(24)    

62

397

(65)

$332 

*Accounts Receivable + Inventory –

Accounts Payable

NINE MONTHS ENDED SEPTEMBER 30

Working Capital Increase to Support Sales Growth

8

Strategic Priorities for Growth

•

Research Business Growth

•

Innovation and product leadership in faster growing segments

•

Leverage broad offering, customer service and distribution

•

New

products

in

proteomics,

epigenomics

and

molecular

biology

•

SAFC Growth

•

Cell culture media for biological drugs and suite of capabilities for biological

manufacturing customers

•

Chemicals for electronic applications (LEDs, semiconductors, solar panels, other)

Driving Growth Along Several Fronts

9

Strategic Priorities for Growth

•

Geographic Growth

•

Focus on faster growing emerging markets in Asia Pacific and Latin America

•

E-

Commerce

•

Enhanced search experience

•

Expand local language capability

•

M&A

•

Robust pipeline

Driving Growth through Channel and Footprint Expansion

10

10

Q3 Sales Performance

Innovation

Reported

Organic

(1)

•

Analytical, Biology, Materials Science

Sales Growth

(2)

10-22%     

3-10%

SAFC Sales

•

Build on momentum in key product segments

8%

2%

Geographic Growth

•

North America

6%

3%

•

Europe

11% 

2%

•

Asia Pacific/Latin America

22%

9%

•

Focus Markets –

India, China, Brazil

46%

25%

eCommerce Sales

% of Research Sales

•

Research Sales via eCommerce channels                          

50%

Initiatives Collectively on Track

(1)

Adjusted for currency and acquisitions.  See pages 18 & 19 for reconciliation of reported growth to organic growth.

(2)

Varies for individual product lines

11

11

Third Quarter 2011 Highlights

•

ZFN technology applications growing with increased market penetration

•

Introduced ZFN modified Chinese Hamster Ovary cell lines for bioproduction

•

Established collaboration to develop novel energy and electronics materials

including rare earth materials and quasicrystals

•

Wuxi, China facility is on pace to open near year end 2011

•

Completed expansion of Bangalore, India facility to provide expanded

distribution and packaging

•

Increased capacity for liquid media

•

Taiwan SAFC Hitech facility construction expected to be completed in Q1 2012

Continued Focus on Long-term Growth Opportunities

12

12

2011 Guidance

Organic Revenue Growth

Free Cash Flow

Mid-single digits

~$400M

*Excludes any restructuring and other extraordinary special charges

Diluted Adjusted EPS*

Q1

Q2

Q3

Q4

Full Year

$0.98

28%

Tax Rate

$0.93

28%

$0.96

$0.85 -

$0.93

$3.73 -

$3.81

27%

28% -

29%

30% -

31%

2011 Guidance -

Diluted Adjusted EPS*

14

QUESTIONS?

Sigma-Aldrich Corporation

Q3 2011 Earnings Review

15

Appendix

Reconciliation of GAAP to Non-GAAP

Financial Measures

16

Reconciliation of Reported Net Income and Diluted Earnings

Per Share to Adjusted Net Income and Adjusted Diluted

Earnings Per Share (Unaudited)

2011

2010

2011

2010

Reported net income

117

$  

93

$                

0.95

$          

0.76

$             

Restructuring costs

1

3

0.01

0.02

Impairment costs

-

7

-

0.05

Adjusted net income

118

$           

103

$              

0.96

$          

0.83

$             

2011

2010

2011

2010

Reported net income

349

$           

290

$              

2.84

$          

2.36

$             

Restructuring costs

5

9

0.04

0.07

Impairment costs

-

7

-

0.05

Adjusted net income

354

$           

306

$              

2.88

$          

2.48

$             

(in millions)

Per Share

Nine Months Ended

Nine Months Ended

Net Income

Diluted Earnings

Net Income

Diluted Earnings

(in millions)

Per Share

September 30,

September 30,

September 30,

September 30,

Three Months Ended

Three Months Ended

17

Reconciliation of Reported Operating Income Margin to

Adjusted Operating Income Margin (Unaudited)

2011

2010

2011

2010

Reported operating income margin

25.6%

23.4%

25.7%

24.9%

Restructuring costs

0.4%

0.7%

0.4%

0.8%

Impairment Costs

-

1.3%

-

0.4%

Operating income margin excluding restructuring

26.0%

25.4%

26.1%

26.1%

and impairment costs

Acquisitions

0.4%

0.4%

Adjusted operating income margin

26.4%

25.4%

26.5%

26.1%

Three Months Ended

Nine Months Ended

September 30,

September 30,

18

Reconciliation of Reported Sales Growth to Adjusted (Organic)

Sales Growth (Unaudited)

Three Months Ended September 30, 2011

Reported

FX Impact

Acquisitions

Organic   

•

Analytical, Biology, Materials Science Sales Growth          10-22%*     6-7%*       0-12%*      3-10%*

Geographic Growth

•

North America                                                   

6%              –%             3%

3%

•

Europe                                                           

11%

9%             –%

2%

•

Asia Pacific/Latin America                                     

22%

8%             5%

9%

•

Focus

Markets

–

India, China, Brazil                                  

46%

5%           16%        25%

*Varies for individual product areas

19

Reconciliation of Reported Sales Growth to Adjusted (Organic)

Sales Growth (Unaudited)

Currency

Acquisition

Adjusted

Reported

Benefit

Benefit

(Organic)

   Research Essentials

15%

6%

3%

6%

   Research Specialties

12%

6%

4%

2%

   Research Biotech

12%

6%

-

6%

   Research Chemicals

13%

6%

3%

4%

   SAFC

8%

4%

2%

2%

   Total Customer Sales

11%

5%

2%

4%

Currency

Acquisition

Adjusted

Reported

Benefit

Benefit

(Organic)

   Research Essentials

13%

5%

2%

6%

   Research Specialties

11%

5%

3%

3%

   Research Biotech

10%

5%

-

5%

   Research Chemicals

12%

5%

3%

4%

   SAFC

14%

4%

1%

9%

   Total Customer Sales

12%

5%

1%

6%

Ended September 30, 2011

Nine Months

Three Months

Ended September 30, 2011

20

Reconciliation of Net Cash Provided by Operating Activities to

Free Cash Flow (Unaudited)

In millions

2011

2010

Net cash provided by operating activities

119

$            

150

$               

Less: Capital expenditures

(29)

(28)

Free cash flow

90

$                

122

$               

2011

2010

Net cash provided by operating activities

373

$            

397

$               

Less: Capital expenditures

(73)

(65)

Free cash flow

300

$            

332

$               

Three Months Ended

September 30,

September 30,

Nine Months Ended