8-K

UNITED STATES

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): April 24, 2012

Sigma-Aldrich Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	000-08135	43-1050617
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3050 Spruce Street, St. Louis, Missouri 63103

(Address of Principal Executive Offices, Including Zip Code)

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

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2.):

¨ 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))

Section 2 — Financial Information

Item 2.02 Results of Operations and Financial Condition.

On April 24, 2012, Sigma-Aldrich Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2012. A copy of the press release is attached hereto as Exhibit 99.1.

Section 7 — Regulation FD

Item 7.01 Regulation FD Disclosure.

On April 24, 2012, the Company held a conference call to discuss its financial results for the quarter ended March 31, 2012 and provided a presentation in connection therewith. A copy of the Company’s conference call presentation is attached hereto as Exhibit 99.2.

The information in this Current Report on Form 8-K and the attached Exhibits shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Text of press release dated April 24, 2012. – SIGMA-ALDRICH (NASDAQ: SIAL) REPORTS Q1 2012 DILUTED EPS OF $0.96, WITH DILUTED ADJUSTED EPS OF $0.99. SALES INCREASE 5% FOR Q1 2012. FULL YEAR 2012 DILUTED ADJUSTED EPS OUTLOOK OF $3.90 TO $4.05 REAFFIRMED.
99.2	Presentation materials from conference call dated April 24, 2012.

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 hereunto duly authorized.

	SIGMA-ALDRICH CORPORATION
Date: April 24, 2012	By	/s/ Michael F. Kanan
		Michael F. Kanan Vice President and Corporate Controller

Exhibit Index

Exhibit No.	Description
99.1	Text of press release dated April 24, 2012.
99.2	Presentation materials from conference call dated April 24, 2012.

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

For questions, contact:

Kirk Richter

Vice President and Treasurer

(314) 286-8004

FOR IMMEDIATE RELEASE - St. Louis, MO, April 24, 2012

SIGMA-ALDRICH (NASDAQ: SIAL) REPORTS Q1 2012 DILUTED EPS OF $0.96, WITH DILUTED ADJUSTED EPS OF $0.99. SALES INCREASE 5% FOR Q1 2012. FULL YEAR 2012 DILUTED ADJUSTED EPS OUTLOOK OF $3.90 TO $4.05 REAFFIRMED.

HIGHLIGHTS:

2012 Results (all percentages are to comparable periods in 2011)

• Q1 2012 reported sales increased 5% to $665 million, a new quarterly high. Q1 sales grew organically by 3% with Research and Fine Chemicals (“SAFC”) organic sales growth of 4% and 1%, respectively. Acquisitions contributed 4% to sales growth and changes in foreign currency exchange rates reduced otherwise reportable sales by 2%.

• Q1 2012 reported diluted EPS was $0.96 compared to $0.97 in Q1 2011 with Q1 2012 diluted adjusted EPS of $0.99 compared to $0.94 in Q1 2011. Q1 2012 diluted adjusted EPS excludes $0.03 of one-time transaction costs associated with our recent acquisitions of BioReliance Holdings, Inc. (“BioReliance”) and Research Organics, Inc.

• Reported and adjusted operating income for Q1 2012 increased to $172 million and $177 million, respectively, new quarterly highs.

• Q1 2012 net cash provided by operating activities and free cash flow were $144 million and $112 million, respectively.

2012 Outlook (all percentages are compared to full year 2011 results)

• Organic sales growth for the full year is expected to meet the Company’s previously forecasted growth of mid-single digits, with slightly lower organic sales growth continuing in the second quarter of 2012 and higher organic sales growth in the second half of the year.

• Q1 2012 acquisitions of BioReliance and Research Organics are expected to increase 2012 sales growth by approximately 6%.

• At current rates, foreign currency rate changes are expected to reduce otherwise reportable sales growth for the full year by approximately 2%.

• Diluted adjusted EPS forecast for 2012 (excluding any new restructuring charges, one time transaction costs associated with acquisitions or any other special charges) of $3.90 to $4.05 is unchanged from our previous outlook.

• At current rates, foreign currency rate changes are expected to reduce otherwise reportable diluted EPS by approximately $0.10 which is included in the outlook. This outlook also includes approximately $0.10 per diluted share of higher income tax expense resulting from a higher effective tax rate of 30—31% compared to 29% in 2011. A $0.05—$0.07 per share benefit from the acquisitions of BioReliance and Research Organics is included in this outlook. See 2012 Outlook below.

• Net cash provided by operating activities and free cash flow are expected to be approximately $550 million and $425 million, respectively, for 2012, each a $25 million increase from our prior outlook.

CEO’s STATEMENT:

Commenting on first quarter 2012 performance, President and CEO Rakesh Sachdev said, “We are pleased with our reported sales of $665 million and diluted adjusted EPS of $0.99 which are the best quarterly results in our history. The 4% organic growth in our Research business was slightly higher than our expectation, even as uncertainties in the global economic environment and in pharma and academic research funding in the U.S. and Europe continued. SAFC had its strongest quarter ever with sales of $197 million. As expected, the organic sales growth rate for SAFC in the first quarter was in the low single digits due to the pre-buy in the SAFC Bioscience business in early 2011, temporary market weakness in the LED markets and production capacity constraints in Hitech. We continue to expect sales growth in SAFC to move from low to mid single digits in the first half of the year to low double digits for the second half.

Following the acquisition of BioReliance in January 2012, we continued to pursue our M&A strategy to add bolt-on businesses with the recently announced acquisition of Research Organics, a leading supplier of high purity biochemicals for use in life sciences markets. This acquisition is an outstanding complement to SAFC’s existing raw materials portfolio and is expected to help us provide our customers more innovative and enhanced quality solutions and true dual sourcing of biological buffers.”

Sachdev concluded, “We’ve reaffirmed our organic sales expectation for 2012 of mid-single digit percentage growth. Our plans are to continue to execute on our Research business’ strategic initiatives to drive sales of our analytical chemistry, biology and materials science products, and to deliver high single digit organic sales growth in SAFC. We also plan to continue to enhance our e-commerce and Asia Pacific and Latin American market sales. In addition, the acquisitions of BioReliance and Research Organics are expected to add roughly 6% to Sigma-Aldrich’s sales growth in 2012. We’ve also reaffirmed our diluted adjusted EPS outlook for 2012 in the range of $3.90 to $4.05. Our plan is to continue prudent cost control without sacrificing a commitment to longer term growth initiatives as we deal with market uncertainties. Our management team remains fully engaged and committed to deliver this performance.”

2012 RESULTS:

Reported sales for the first quarter of 2012 of $665 million increased 5% over the first quarter of 2011. Excluding changes in foreign currency exchange rates which reduced otherwise reportable sales by 2% and acquisitions which increased sales by 4%, first quarter organic sales growth was 3%. First quarter sales for the Company’s Research business grew organically by 4%, driven by strong growth in the Asia Pacific and Latin American regions. First quarter sales for the SAFC business grew organically by 1%

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over the first quarter of 2011, in-line with expectations. SAFC sales were impacted by tougher comparisons related to the customer pre-buy in the SAFC Bioscience business early in 2011 arising out of our plant consolidations, temporary weakness in the LED markets and production capacity constraints in Hitech. We expect Hitech capacity to start ramping up beginning in Q2 2012 with the opening of a new plant in Taiwan. A reconciliation of reported to adjusted (organic) sales can be found on page 10.

The adjusted operating income margin in the first quarter of 2012 was 26.6% of sales compared to 26.9% of sales in the first quarter of 2011. The benefit to operating margins from the higher sales levels was offset primarily by higher amortization of intangible assets related to our recent acquisitions. Amortization of acquisition related intangibles amounted to $6 million, or $0.03 per diluted share in the first quarter of 2012 compared to $3 million or $0.02 per diluted share in the first quarter of 2011. First quarter 2012 adjusted operating income excludes $5 million, or $0.03 per diluted share, of one-time transaction costs associated with our recent acquisitions of BioReliance and Research Organics. A reconciliation of reported to adjusted operating income and margin is provided on page 11.

The effective tax rate for the first quarter of 2012 was 32% compared to 28% in the first quarter of 2011. The first quarter 2011 tax rate included a benefit from the resolution and related release of certain tax contingencies amounting to $0.04 per diluted share. The effective tax rate for all of 2012 is expected to be approximately 30% to 31% of pretax income.

Free cash flow (defined on page 9) for the first quarter of 2012 was $112 million, compared to $133 in the first quarter of 2011. Higher capital spending primarily associated with the completion of new facilities in the U.S and Asia-Pacific region and higher uses of cash for working capital to support sales growth were the primary drivers for the lower free cash flow. A reconciliation of net cash provided by operating activities to free cash flow is provided on page 11.

Other highlights include:

• Worldwide sales of Research products through the Company’s website were $232 million and grew organically by 8% in the first quarter of 2012 when compared to the first quarter of 2011.

• Sales in the Asia Pacific and Latin America markets continued to show strength with reported and organic growth of 13% and 9%, respectively, in the first quarter of 2012. Japan had strong organic sales growth of 7% in Q1 2012. The acquisition of Vetec Quimca SA (“Vetec”) in Brazil increased reported international sales by 4% for the quarter. In the Company’s focus markets of China, India and Brazil, sales collectively grew 21% and 13% on a reported and organic basis, respectively, for the first quarter of 2012. The acquisition of Vetec increased reported sales in these focus markets by 11%.

• SAFC’s booked orders for future delivery at March 31, 2012 increased by 5% from December 31, 2011 and 13% from March 31, 2011.

2012 OUTLOOK:

• Organic sales growth is expected to be in the mid single digit range for 2012, unchanged from our previous outlook. Significant factors in our sales outlook include:

• Research Business: Uncertainties in the U.S. and Europe around the macroeconomic environment and austerity measures are expected to continue for our Research business for the balance of 2012. We believe that growth in emerging markets and the programs we have initiated in the faster growing segments of Research, especially in the analytical chemistry, biology and materials science sectors, should enable us to achieve low to mid single digit organic sales growth for all of 2012.

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• SAFC Business: We expect low to mid single digit growth to continue in the second quarter of 2012 with low double digit growth in the second half of the year due in large part to additional capacity coming on line in Taiwan.

• At current exchange rates, changes in foreign currency are expected to reduce otherwise reported sales growth by approximately 2% compared to the prior year.

• The recent acquisitions of BioReliance and Research Organics are expected to increase sales by approximately 6%.

• Diluted adjusted EPS forecast for 2012 (excluding any new restructuring charges, transaction costs associated with acquisitions and other one time charges) is expected to be $3.90 to $4.05, unchanged from our previous outlook.

• This outlook includes an approximate $0.10 reduction in otherwise reportable diluted EPS when compared to 2011 due to changes in foreign currency exchange rates. Also reflected in this outlook is a higher anticipated effective tax rate of 30% to 31% in 2012 which will reduce otherwise reportable diluted EPS by approximately $0.10 when compared to 2011.

• The acquisitions of BioReliance and Research Organics are expected to add approximately $0.05 to $0.07 to our diluted EPS in 2012.

• This outlook also includes the amortization of intangibles associated with acquisitions of $0.15 per diluted share in 2012 compared to $0.07 per diluted share in 2011. This amortization is likely to reduce otherwise reportable operating margin by approximately 50 basis points in 2012.

• We constantly evaluate changes in our markets and macroeconomic factors and will make appropriate adjustments to our cost structure in ways that will enable us to deliver on our commitments.

• Free cash flow for 2012 is expected to be approximately $425 million, up from $400 million in our previous outlook.

• Net cash provided by operating activities is expected to be approximately $550 million.

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

OTHER INFORMATION:

Cash Flow and Debt: Net cash provided by operating activities for the first quarter of 2012 was $144 million compared to $151 million for the first quarter of 2011. Higher use of cash for working capital to support higher sales levels was the primary contributor to the decline in operating cash flow. Capital expenditures were $32 million in the first quarter of 2012 compared to $18 million in the first quarter of 2011. Free cash flow of $112 million for the first quarter of 2012, $193 million of short-term debt and the partial use of cash on hand were used to fund $389 million of acquisitions, pay $24 million in dividends and return $25 million to shareholders through share repurchases. The Company’s debt to capital ratio was 24% at March 31, 2012 and 19% at December 31, 2011.

Share Repurchases: We acquired 0.4 million shares in the first quarter of 2012 at an average share price of $71.86. There were 121 million shares outstanding at March 31, 2012. The Company expects to continue to offset the dilutive impact of issuing share based incentive compensation with future repurchases, the timing and amount of which will depend upon market conditions and other factors.

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Cautionary Statement: This release contains forward-looking statements. Such statements involve risk and uncertainty, including financial, business environment and projections, and relate to matters that are not historical facts. Such statements are preceded by, followed by or include the words “believes,” “can,” “expects,” “plans,” “anticipates,” “should,” “enhances,” “estimates,” “forecasts,” “will” or similar expressions. Additionally, this release contains forward-looking statements relating to future performance, goals, strategic actions and initiatives and similar intentions and beliefs, including, without limitation, statements with respect to the Company’s expectations, goals, beliefs, intentions, outlook, plans and the like regarding future sales, earnings, return on equity, cost savings, process improvements, free cash flow, share repurchases, capital expenditures, 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. Such 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 release due to such factors as (1) global economic conditions, (2) changes in pricing and the competitive environment and the global demand for the Company’s 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 business units, (6) dependence on uninterrupted manufacturing operations and global supply chain, (7) changes in the regulatory environment in which the Company operates, (8) changes in worldwide tax rates or tax benefits from domestic and international operations, including the matters described in Note 10 – Income Taxes, to the Company’s consolidated financial statements included in Item 8, Part II in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “10-K”), (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) the outcome of the outstanding matters described in Note 11 – Contingent Liabilities and Commitments, to the Company’s consolidated financial statements included in Item 8, Part II in the 10-K and (15) acquisitions or divestitures of businesses. A further discussion of the Company’s risk factors can be found in Item 1A of Part I of the 10-K. 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 whose biochemical, 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. Sigma-Aldrich customers include more than one million scientists and technologists in life science companies, university and government institutions, hospitals and industry. The Company operates in 40 countries and has nearly 9,000 employees whose objective is to provide excellent service worldwide. Sigma-Aldrich is committed to accelerating customer success through innovation and leadership in Life Science, High Technology and Service. For more information about Sigma-Aldrich, please visit its website, at www.sigma-aldrich.com.

5

Non-GAAP Financial Measures: The Company supplements its disclosures made in accordance with accounting principles generally accepted in the United States (i.e., 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 10 and 11 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 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 past currency impacts, we are unable to estimate changes that may occur later in 2012 to applicable exchange rates. Any significant changes in currency exchange rates would likely have a significant impact on reported growth rates due to the volume of sales denominated in foreign currencies.

Management also uses the following non-GAAP measures to judge its performance and ability to pursue opportunities that enhance shareholder value: adjusted net income and EPS; adjusted operating income margin (reconciled on page 11); and free cash flow (defined on page 9). Due to the uncertain timing of future restructuring and other special charges we are unable to include these charges in the 2012 diluted adjusted EPS forecast or provide 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 March 31,
	2012		2011
Net sales	$	665	$	632
Cost of products sold		310		296
Gross profit		355		336
Selling, general and administrative expenses		160		148
Research and development expenses		18		18
Restructuring costs		—		3
Acquisition transaction costs		5		—
Operating income		172		167
Interest, net		1		2
Income before income taxes		171		165
Provision for income taxes		54		46
Net income	$	117	$	119
Net income per share - Basic	$	0.97	$	0.98
Net income per share - Diluted	$	0.96	$	0.97
Weighted average number of shares outstanding - Basic		121		122
Weighted average number of shares outstanding - Diluted		122		123

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SIGMA-ALDRICH CORPORATION

Consolidated Balance Sheets (Unaudited)

(in millions)

	(Unaudited)
	March 31,			December 31,
	2012			2011
Assets
Current assets:
Cash and cash equivalents	$	558		$	665
Accounts receivable, net		392			319
Inventories		697			668
Deferred taxes		37			55
Other		75			86
Total current assets		1,759			1,793
Property, plant and equipment:
Land	$	56		$	51
Buildings and improvements		794			764
Machinery and equipment		959			888
Construction in progress		107			120
Less - accumulated depreciation		(1,092	)		(1,060	)
Property, plant and equipment, net		824			763
Goodwill, net		698			466
Intangibles, net		297			159
Other		93			100
Total assets	$	3,671		$	3,281
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable and current maturities of long-term debt	$	414		$	221
Accounts payable		156			143
Payroll		65			67
Income taxes		48			34
Other		85			73
Total current liabilities		768			538
Long-term debt		300			300
Pension and post-retirement benefits		147			143
Deferred taxes		66			22
Other		74			79
Total liabilities		1,355			1,082
Stockholders' equity:
Common stock		202			202
Capital in excess of par value		242			225
Common stock in treasury		(2,181	)		(2,165	)
Retained earnings		4,000			3,907
Accumulated other comprehensive income		53			30
Total stockholders' equity		2,316			2,199
Total liabilities and stockholders' equity	$	3,671		$	3,281

8

SIGMA-ALDRICH CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

(in millions)

	Three Months Ended March 31,
	2012			2011
Cash flows from operating activities:
Net income	$	117		$	119
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		32			26
Deferred income taxes		20			2
Stock-based compensation expense		6			5
Restructuring costs, net of payments		—			2
Other		(3	)		1
Changes in assets and liabilities:
Accounts receivable		(46	)		(48	)
Inventories		(16	)		(12	)
Accounts payable		6			15
Income taxes		13			33
Other, net		15			8
Net cash provided by operating activities		144			151
Cash flows from investing activities:
Capital expenditures		(32	)		(18	)
Purchases of short-term investments		(16	)		(4	)
Proceeds from sales of short-term investments		21			16
Acquisitions of businesses, net of cash acquired		(389	)		(20	)
Other, net		(3	)		(1	)
Net cash used in investing activities		(419	)		(27	)
Cash flows from financing activities:
Net issuance (repayment) of short-term debt		193			(50	)
Dividends		(24	)		(21	)
Share repurchases		(25	)		(22	)
Proceeds from exercise of stock options		14			14
Excess tax benefits from stock-based payments		7			2
Net cash provided by/(used in) financing activities		165			(77	)
Effect of exchange rate changes on cash		3			7
Net change in cash and cash equivalents		(107	)		54
Cash and cash equivalents at January 1		665			569
Cash and cash equivalents at March 31	$	558		$	623
Free cash flow(1)	$	112		$	133

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

9

SIGMA-ALDRICH CORPORATION

Supplemental Financial Information - (Unaudited)

Sales Growth by Business Unit

	Three Months Ended March 31, 2012
				Currency			Acquisition			Adjusted
	Reported			Benefit			Benefit			(Organic)
Research Chemicals		4	%		(2	%)		2	%		4	%
SAFC		9	%		(1	%)		9	%		1	%
Total Customer Sales		5	%		(2	%)		4	%		3	%

Business Unit Sales

(in millions)

	First Quarter 2012		Second Quarter 2012		Third Quarter 2012		Fourth Quarter 2012		Total     2012
Research Chemicals	$	468	$	—	$	—	$	—	$	468
SAFC		197		—		—		—		197
Total Customer Sales	$	665	$	—	$	—	$	—	$	665
	First Quarter 2011		Second Quarter 2011		Third Quarter 2011		Fourth Quarter 2011		Total     2011
Research Chemicals	$	452	$	454	$	446	$	425	$	1,777
SAFC		180		183		180		185		728
Total Customer Sales	$	632	$	637	$	626	$	610	$	2,505

10

SIGMA-ALDRICH CORPORATION

Supplemental Financial Information - (Unaudited)

Reconciliation of Reported net income to Adjusted net income

	Net Income					Diluted Earnings
	(in millions)					Per Share
	Three Months Ended					Three Months Ended
	March 31,					March 31,
	2012		2011			2012		2011
Reported net income	$	117	$	119		$	0.96	$	0.97
Acquisition transaction costs		4		—			0.03		—
Restructuring costs		—		2			—		0.01
Tax Benefit		—		(5	)		—		(0.04	)
Adjusted net income	$	121	$	116		$	0.99	$	0.94

Income Statement Ratios

	Three Months Ended March 31,
	2012			2011
Gross profit		53.4	%		53.2	%
S,G&A expenses		24.1	%		23.4	%
Acquisition transaction costs		0.7	%		—
Operating income		25.9	%		26.4	%
Net income		17.6	%		18.8	%
Effective tax rate		31.6	%		27.9	%

Reconciliation of Reported Operating Income to Adjusted Operating Income

	Three Months Ended March 31,
	2012		2011
Reported operating income	$	172	$	167
Acquisition transaction costs		5		—
Restructuring costs		—		3
Adjusted operating income	$	177	$	170

Reconciliation of Reported Operating Income Margin to Adjusted Operating Income Margin

	Three Months Ended March 31,
	2012			2011
Reported operating income margin		25.9	%		26.4	%
Acquisition transaction costs		0.7	%		—
Restructuring costs		—			0.5	%
Adjusted operating income margin		26.6	%		26.9	%

Reconciliation of Free Cash Flow

(in millions)

	Three Months Ended March 31,
	2012			2011
Net cash provided by operating activities	$	144		$	151
Less: Capital expenditures		(32	)		(18	)
Free cash flow	$	112		$	133

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EX-99.2

Sigma-Aldrich Corporation

Q1 2012 Earnings Review & Outlook

•

Enabling Science to Improve the Quality of Life

sigma-aldrich.com

Exhibit 99.2

2

2

Cautionary Statements

Our

presentation

today

may

include

forward-looking

statements

within

the

meaning

of

Section

27A

of

the

Securities

Act

of

1933

and

Section

21E of the Securities Exchange Act of 1934. Such statements involve risk and uncertainty, including financial, business

environment

and

projections,

and

related

to

matters

that

are

not

historical

facts.

Such

statements

are

preceded

by,

followed

by

or

include

the words “believes,”

“can,”

“expects,”

“plans,”

“anticipates,”

“should,”

“enhances,”

“estimates,”

“forecasts,”

“will”

or similar expressions.

Additionally, this presentation contains forward-looking statements relating to future performance, goals, strategic actions and initiatives

and similar intentions and beliefs, including, without limitation, statements with respect to Sigma-Aldrich Corporation’s (the “Company,”

“we,”

“us”

or “our”) expectations, goals, beliefs, intentions, outlook, plans and the like regarding future sales, earnings, free cash flow, share

repurchases, acquisitions and other matters.  These statements are based on assumptions regarding the Company operations,

investments and acquisitions and conditions in the market the Company serves. The Company believes these assumptions are reasonable

and well founded.  The 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 in this presentation, 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

the

Company’s

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 business units, (6) dependence on

uninterrupted

manufacturing

operations

and

global

supply

chain,

(7)

changes

in

the

regulatory

environment

in

which

the

Company

operates, (8) changes in worldwide tax rates or tax benefits from domestic and international operations, including the matters described in

Note 10 –

Income Taxes to the Company’s Consolidated Financial Statements included in Item 8, Part II in the Company’s Annual Report

on Form 10-K for the year ended December 31, 2011 (the “10-K”), (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) the outcome of the outstanding matters

described in Note 11 –

Contingent Liabilities and Commitments, to the Company’s consolidated financial statements included in Item 8,

Part II in the 10-K and (15) acquisitions or divestitures of businesses.  A further discussion of the Company’s risk factors can be found in

Item 1A of Part I of the 10-K.  The Company does not undertake any obligation to update these forward-looking statements.

•

With over 60 percent of sales denominated in currencies other than the U.S. dollar, management uses currency adjusted growth, and

believes it is useful to investors, to judge the Company’s local currency performance. Organic sales growth data presented herein excludes

currency

impacts,

and

where

indicated,

acquisition

impacts.

The

Company

calculates

the

impact

of

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 later in 2012 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 the following non-GAAP measures to judge its performance and ability to pursue opportunities that enhance

shareholder value:  adjusted net income and EPS; adjusted operating income margin (reconciled on Slide 14); and free cash flow (provided

on Slide 17).  Due to the uncertain timing of future restructuring and other special charges we are unable to include these charges in the

2012 diluted adjusted EPS forecast or provide reconciliation to the 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 April 24, 2012

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 12.

3

1st Quarter 2012 Financial Results

($ in millions, except per share amounts)

3

YEAR-OVER-YEAR

Sales of $665 Million Increase 5% Over Last Year

Sales and Operating Income New Quarterly Highs

As

Reported

Q1 2012

As

Reported

Excluding   

Special

Items

Operating Income

$ 172

3%

4%

Net Income

$ 117

2%

4%

Diluted EPS

$0.96

1%

5%

Free Cash Flow

$ 112

16%

Q1 2012

As

Reported

Excluding

Currency and

Acquisition

Impacts

Sales

$ 665

5%

3%

YEAR-OVER-YEAR

(1)

(1)

See Slide 17 for Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

(2)

Special items include one-time restructuring charges, acquisition related transaction costs and tax benefit item.

(2)

4

4

2012 Sales Growth

RESEARCH

70%

30%

SAFC

4%       

1%     

3%

Research

SAFC

Total

Company

Organic*

Reported

4%       

9%     

5%

Q1 2012 / Q1 2011

Sales Mix (QTD)

*See Slide 16 for Reconciliation of Reported Sales Growth to Adjusted (Organic) Sales Growth. 

2%       

9%     

4%

Acquisitions

Organic Sales Growth in Line with Expectations

5

5

Q1 2012 Sales Performance Highlight

Innovation

Reported

Organic

(1)

•

Analytical, Biology, Materials Science

Sales Growth

(2)

4-8%     

3-9%

Geographic Growth

•

North America

5%

1%

•

Europe

1% 

2%

•

Asia Pacific/Latin America

13%

9%

•

Focus Markets –

India, China, Brazil

21%

13%

eCommerce Sales

•

Increase in sales through channel                              

8%                    

(2)

Varies for individual product lines.

(1)

Adjusted for currency and acquisitions.  See Slides 15 & 16 for Reconciliation of Reported Sales Growth to Adjusted (Organic) Sales                            

00 Growth.

Initiatives Collectively on Track

6

26.6%

6

Margin Analysis

Adjusted

Operating

Margin,

Excluding

the

Impact

of

Acquisitions,

Improved

PERCENTAGE OF SALES

Q1 2012

Adjusted

Operating

Income

Margin

–

Q1

2011

26.9%

Adjusted Operating Income Before Acquisitions

(1)

(1)

(1)

Adjusted Operating Margin excludes one-time acquisition transaction costs and restructuring charges. See Slide 14 for Reconciliation of

00Reported Operating Income Margin to Adjusted Operating Income Margin.

Currency

0.2%

SG&A / R&D

(0.2%)

Acquisitions

(1.0%)

Volume / Price / Mix

0.7%

27.6%

Adjusted

Operating

Income

Margin

–

Q1

2012

7

7

Free Cash Flow

(in millions)

2012

$ 117

32

(56) 

51

144

(32)

$ 112

Net Income

Free Cash Flow

Net Cash Provided by Operating Activities

Less Capital Expenditures

Other

Changes in Performance Working Capital*

Depreciation & Amortization

2011

*Accounts

Receivable

+

Inventory

–

Accounts

Payable

3 Months Ended March 31

Working

Capital

and

Capital

Expenditures

Increase

to

Support

Sales

Growth

and

Improve

Operational Efficiency

$ 119

26 

(45)  

51

151

(18)

$ 133

8

8

•

Record quarter for sales and earnings

•

Acquisition of BioReliance and Research Organics

•

New Capacity

First Quarter 2012 Highlights

Q1 Results Meet Expectations; Acquisition and New Capacity to Boost Sales Growth

9

•

Macro-economic Pressures

•

Industry Consolidation

•

Outsourcing in Pharmaceutical

•

Emerging Market Growth

•

Shift to Biologics

•

Applied Markets Growth

Key Trends Drive Opportunities

Sigma-Aldrich Positioned to Capitalize on These Market Trends

10

10

2012 Guidance

Organic Sales Growth

1st Half

Mid Single-digit

2nd Half

Full Year

Low Double-digits

Low to Mid Single-digit

Research

SAFC

Mid

Single-digit

Organic Sales Growth and EPS Outlook Reaffirmed

Low to Mid Single-digit

Diluted Adjusted EPS*

Free Cash Flow

$ 3.90  to $

4.05

Approximately $425M

*Excludes any new restructuring charges, transaction costs associated with acquisitions and other one time charges.

11

11

QUESTIONS?

Sigma-Aldrich Corporation

Q1 2012 Earnings Review

12

Appendix

Reconciliation of GAAP to Non-GAAP

Financial Measures

13

Reconciliation of Reported Net Income and Diluted Earnings

Per Share to Adjusted Net Income and Adjusted Diluted

Earnings Per Share (Unaudited)

2012

2011

2012

2011

Reported net income

117

$       

119

$         

0.96

$      

0.97

$        

Acquisition transaction costs

4

-

0.03

-

Restructuring costs

-

2

-

0.01

Tax Benefit

-

(5)

-

(0.04)

Adjusted net income

121

$       

116

$         

0.99

$      

0.94

$        

Three Months Ended

Three Months Ended

March 31,

March 31,

Net Income

Diluted Earnings

(in millions)

Per Share

14

Reconciliation of Reported Operating Income to Adjusted

Operating Income (Unaudited)

2012

2011

Reported operating income

172

$               

167

$              

Acquisition transaction costs

5

-

Restructuring costs

-

3

Adjusted operating income

177

$               

170

$              

2012

2011

Reported operating income margin

25.9%

26.4%

Acquisition transaction costs

0.7%

-

Restructuring costs

-

0.5%

Adjusted operating income margin

26.6%

26.9%

Three Months Ended

March 31,

Three Months Ended

March 31,

15

Reconciliation of Reported Sales Growth to Adjusted (Organic)

Sales Growth (Unaudited)

Three

Months

Ended

March

31,

2012

Reported

FX Impact

Acquisitions

Organic   

•

Analytical, Biology, Materials Science Sales Growth        

Geographic Growth

•

North America

•

Europe

•

Asia Pacific/Latin America                                     

•

Focus Markets –

India, China, Brazil

*Varies for individual product areas

4 - 8%

*

(1) - (2)%

*

0 - 2%

*

3 - 9%

*

5%

- %

4%

1%

1%

(4)%

3%

2%

13%

- %

4%

9%

21%

(3)%

11%

13%

16

Reconciliation of Reported Sales Growth to Adjusted (Organic)

Sales Growth (Unaudited)

Sales Growth by Business Unit

Currency

Acquisition

Adjusted

Reported

Benefit

Benefit

(Organic)

     Research Chemicals

4%

(2%)

2%

4%

     SAFC

9%

(1%)

9%

1%

   Total Customer Sales

5%

(2%)

4%

3%

Three Months

Ended March 31, 2012

17

Reconciliation of Net Cash Provided by Operating Activities to

Free Cash Flow (Unaudited)

In millions

2012

2011

Net cash provided by operating activities

144

$            

151

$               

Less: Capital expenditures

(32)

(18)

Free cash flow

112

$            

133

$               

March 31,

Three Months Ended