10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark one)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 0-8135

SIGMA-ALDRICH CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	43-1050617
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3050 Spruce Street, St. Louis, Missouri	63103
(Address of principal executive offices)	(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $1.00 par value; and attached Common Share Purchase Rights	NASDAQ
(Title of Class)	(Name of Exchange on Which Registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

Aggregate market value of the voting stock held by non-affiliates of the registrant:

$5,927,659,830	June 30, 2009
Value	Date of Valuation

Number of shares of the Registrant’s common stock, $1.00 par value, outstanding as of January 31, 2010 was 121,772,581.

The following documents are incorporated by reference in the Parts of Form 10-K indicated below:

Documents Incorporated by Reference	Parts of Form 10-K into which Incorporated
Pages 21-48 of the Annual Report to Shareholders for the year ended December 31, 2009	Parts I and II
Proxy Statement for the 2010 Annual Meeting of Shareholders	Part III

The Index to Exhibits is located on page F-2 of this Report.

This Annual Report on Form 10-K (the “Report”) may be deemed to include or incorporate 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 that involve risk and uncertainty, including financial, business environment and projections, as well as statements that are preceded by, followed by, or that include the words “believes,” “expects,” “plans,” “anticipates,” “should” or similar expressions, and other statements contained herein regarding matters that are not historical facts. Additionally, the Report contains forward-looking statements relating to future performance, goals, strategic actions and initiatives and similar intentions and beliefs, including, without limitation, statements regarding the Company’s expectations, goals, beliefs, intentions 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 the Company operations, investments, acquisitions and conditions in the markets the Company serves.

The Company believes these assumptions are reasonable and well founded. The statements in this Report 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 the Report, 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 its products,

(3) fluctuations in foreign currency exchange rates,

(4) changes in research funding and the success of research and development activities,

(5) dependence on uninterrupted manufacturing operations,

(6) changes in the regulatory environment in which the Company operates,

(7) 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 on page 38 of the 2009 Annual Report, which is incorporated herein by reference,

(8) exposure to litigation including product liability claims,

(9) the ability to maintain adequate quality standards,

(10) reliance on third party package delivery services,

(11) failure to achieve planned cost reductions in global supply chain initiatives,

(12) an unanticipated increase in interest rates,

(13) failure of planned sales initiatives in our Research and SAFC businesses,

(14) other changes in the business environment in which the Company operates, and

(15) the outcome of the outstanding matters described in Note 11 - Contingent Liabilities and Commitments - to the consolidated financial statements on page 39 of the 2009 Annual Report, which is incorporated herein by reference.

A further discussion of the Company’s risk factors can be found in Item 1A of Part I on page 9 of this Report. The Company does not undertake any obligation to update these forward-looking statements.

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PART I

Item 1. Business

(a) General Development of Business

Sigma-Aldrich Corporation (“the Company”) was incorporated under the laws of the State of Delaware in May 1975. Effective July 31, 1975 (“Reorganization”), the Company succeeded, as a reporting company, Sigma International, Ltd., the predecessor of Sigma Chemical Company (“Sigma”), and Aldrich Chemical Company, Inc. (“Aldrich”), both of which had operated continuously for more than 20 years prior to the Reorganization. The Company’s principal executive offices are located at 3050 Spruce Street, St. Louis, Missouri, 63103.

(b) Financial Information About Segments

The Company operates in one segment. Information concerning sales for the Company’s business units is provided in Note 13—Company Operations by Business Unit—to the Company’s consolidated financial statements on page 42 of the 2009 Annual Report, which is incorporated herein by reference.

(c) Narrative Description of Business

The Company is a leading Life Science and High Technology company. The Company develops, manufactures, purchases and distributes the broadest range of high quality chemicals, biochemicals and equipment available throughout the world. These 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. The Company operates in 38 countries, manufacturing approximately 48,000 of the 130,000 chemical products it offers. The Company also offers approximately 40,000 equipment products. The Company sells into over 160 countries, servicing over 92,000 accounts representing over one million individual customers.

Products

The Company provides products that focus on:

• research customers that use smaller quantities of our products in basic life science and high-technology research and development, and

• manufacturing customers that use our products in larger quantities in lab-stage development and manufacturing.

To best serve these customers, the Company is organized into a customer-centric structure featuring the Research units of Essentials, Specialties and Biotech and a Fine Chemicals unit, SAFC.

The Research Essentials unit sells biological buffers, cell culture reagents, biochemicals, chemicals, solvents, and other reagents and kits. These products are typically sold in higher volumes to economic research buyers.

The Research Specialties unit sells organic chemicals, biochemicals, analytical reagents, chromatography and other laboratory consumables, reference materials and high-purity products which are generally sold in smaller volumes to the lab scientist customer.

The Research Biotech unit supplies immunochemical, molecular biology, cell biology, proteomic, genomic, transgenic and other life science products to academic, government, industrial, biotechnology and pharmaceutical research customers.

The SAFC (Fine Chemicals) unit is a top 10 supplier of large-scale organic chemicals and biochemicals used in development and production by pharmaceutical, biotechnology, industrial, diagnostic and electronics companies.

Sales and Distribution

During 2009, products were sold to over 92,000 accounts representing over one million individual customers, including universities, pharmaceutical companies, commercial laboratories, industrial companies, non-profit organizations, governmental institutions, biotechnology, diagnostic, chemical and electronics companies and hospitals. Orders in laboratory quantities averaging over $400 accounted for 72%, 72% and 71% of the Company’s net sales in 2009, 2008 and 2007, respectively. The Company also makes its chemical products available in larger-scale quantities for use in manufacturing. Sales of these products accounted for 28%, 28% and 29% of net sales in 2009, 2008 and 2007, respectively.

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Customers and potential customers, wherever located, are encouraged to contact the Company by telephone (“collect” or on “toll-free” WATS lines) or via its homepage on the World Wide Web (sigma-aldrich.com) for technical staff consultation or for placing orders. Information on the website does not constitute a part of this Report. Shipments are made at least five days a week from all locations. The Company strives to ship its products to customers on the same day an order is received and carries inventory levels which it believes to be appropriate to maintain this policy.

Production and Purchasing

The Company has chemical production facilities in Madison, Milwaukee and Sheboygan, Wisconsin; St. Louis, Missouri; Lenexa, Kansas; Houston, Texas; Bellefonte and Denver, Pennsylvania; Haverhill and Natick, Massachusetts; Caseyville and Urbana, Illinois; Miamisburg, Ohio; Mulberry, Florida; Carlsbad and Selma, California; Australia; Canada; France; Germany; India; Ireland; Israel; Japan; Singapore; Switzerland; Taiwan and the United Kingdom. Biochemicals are primarily produced by extraction and purification from yeast, bacteria and other naturally occurring animal and plant sources. Organic and inorganic chemicals are primarily produced by synthesis. Chromatography media and columns are produced using proprietary chemical synthesis and proprietary preparation processes. Similar processes are used for filtration and sample collection processes.

There are approximately 130,000 chemical and 40,000 equipment products listed in the Sigma, Aldrich, Fluka and Supelco catalogs. The Company produces approximately 48,000 of the chemical products, which represented approximately 65% of sales in 2009. Products not manufactured by the Company are purchased from many sources either under contract or in the open market.

None of the Company’s 10,000 suppliers accounted for more than 5% of the Company’s chemical or equipment purchases in 2009. The Company has generally been able to obtain adequate supplies of products and materials to meet its needs. No assurance can be given that shortages will not occur in the future.

Whether a product is produced by the Company or purchased from outside suppliers, it is subjected to quality control procedures, including the verification of purity, prior to final packaging. Quality control is performed by a staff of chemists and lab technicians utilizing highly calibrated equipment.

Patents, Trademarks and Licenses

The Company holds approximately 510 issued or pending patents, over 520 licenses and has approximately 850 registered trademarks and trademark applications worldwide. The Company’s significant trademarks are the brand names: “Sigma-Aldrich”, “Sigma,” “Aldrich,” “Fluka,” “Riedel-de Haën,” “Supelco,” “SAFC,” “SAFC Biosciences,” “SAFC Supply Solutions,” “SAFC Pharma,” “SAFC Hitech,” “Genosys,” “Proligo” and “Pharmorphix.” The brands are marketed through business units called “Research Essentials,” “Research Specialties,” “Research Biotech,” and “SAFC (Fine Chemicals).” Their related registered logos and the significant trademarks are expected to be maintained indefinitely.

The Company is aware of the desirability for patent and trademark protection for its products. The Company believes that other than its brand names, no single patent, license, trademark (or related group of patents, licenses, or trademarks) is material in relation to its business as a whole.

In addition to patents, the Company relies on trade secrets and proprietary know-how. The Company seeks protection of these trade secrets and proprietary know-how, in part, through confidentiality and proprietary information agreements. The Company makes efforts to require its employees, directors, consultants and advisors, outside scientific collaborators and sponsored researchers, other advisors and other individuals and entities to execute confidentiality agreements upon the start of employment, consulting or other contractual relationships with the Company. These agreements provide that all confidential information developed or made known to the individual or entity during the course of the relationship is to be kept confidential and not disclosed to third parties except in specific circumstances. In the case of employees and some other parties, the agreements provide that all inventions conceived by the individual will be the Company’s exclusive property. These agreements may not provide meaningful protection for or adequate remedies to protect the Company’s technology in the event of unauthorized use or disclosure of information. Furthermore, the Company’s trade secrets may otherwise become known to, or be independently developed by, its competitors.

Dependence on a Single Customer or Product

During the year ended December 31, 2009, no single customer accounted for more than 3%, and no single product accounted for more than 2% of the Company’s net sales.

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Backlog

The majority of customer orders are shipped from inventory on the day ordered, resulting in limited backlog. Individual items may occasionally be out-of-stock. These items are shipped as soon as they become available. Some orders for larger scale quantities specify a future delivery date, which we exclude from our backlog calculation. At December 31, 2009, the backlog of firm orders was not significant, at less than 2% of sales. The Company anticipates that substantially all of the December 31, 2009 backlog will be shipped during 2010.

Competition

Substantial competition exists in all of the Company’s marketing and production areas. The Company believes it is a major supplier of biochemical and organic chemical products and kits used in scientific research, including genomic and proteomic research, biotechnology, pharmaceutical development and as key components in pharmaceutical, diagnostic and other high technology manufacturing. While the Company offers approximately 170,000 chemical and equipment items and stocks and analyzes many of these products, some of the Company’s products are unique with limited demand. There are many competitors that offer a narrower range of chemicals.

In all product areas, the Company competes primarily on the basis of customer service, product availability, quality and price. The Company’s main marketing vehicles include its website, sigma-aldrich.com, plus printed catalogs in the marketplace for the Sigma, Aldrich, Fluka and Supelco brands. These catalogs are supplemented with advertisements in chemical and other scientific journals, the mailing of special product brochures, the electronic distribution of various advertisements and product data, news releases related to new product offerings and by personal visits by management, sales and technical representatives with customers.

Compliance With Regulations

The Company believes that it is in compliance in all material respects with federal, state and local regulations relating to the manufacture, sale and distribution of its products. The following are brief summaries of some of the federal laws and regulations which may have an impact on the Company’s business. These summaries are only illustrative of some of the extensive regulatory requirements of the federal, state and local and foreign governments and are not intended to provide the specific details of all applicable laws or regulations.

The Chemical Safety Information, Site Security and Fuels Regulatory Relief Act of 1999, and the regulations promulgated thereunder, regulate the handling and storage of certain flammable fuels and require an associated risk management program.

The Clean Air Act (CAA), as amended, and the regulations promulgated thereunder, regulate the emission of harmful pollutants to the air outside of the work environment. Federal or state regulatory agencies may require companies to acquire permits, perform monitoring and install control equipment for certain pollutants.

The Chemical Facility Anti-Terrorism Standard and the regulations promulgated thereunder, regulate facilities that manufacture, use, store or distribute certain chemicals above a listed Screening Threshold Quantity. A company with such a regulated facility had to complete and submit a Chemical Security Assessment Tool (Top-Screen) by January 19, 2008 or within 60 calendar days of coming into possession of the listed chemicals at or above the listed Chemical Safety Information. If required by the United States (“U.S.”) Department of Homeland Security (DHS), the facility must complete and submit to the DHS a Security Vulnerability Assessment and Site Security Plan. All Sigma-Aldrich sites subject to this standard filed the required information within the defined timeframes.

The Clean Water Act (CWA), as amended, and the regulations promulgated thereunder, regulate the discharge of harmful pollutants into the waters of the United States. Federal or state regulatory agencies may require companies to acquire permits, perform monitoring and to treat wastewater before discharge to the waters of the United States or a Publicly Owned Treatment Works (POTW).

The Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) and the Superfund Amendments and Reauthorization Act of 1986 (SARA), and the regulations promulgated thereunder, require notification of certain chemical spills and notification to state and local emergency response groups of the availability of Material Safety Data Sheets (MSDS’s) and the quantities of hazardous materials in the Company’s possession. SARA, and the regulations promulgated thereunder, also stresses the importance of permanent remedies and innovative treatment technologies to clean up hazardous waste sites.

The Emergency Planning & Community Right-To-Know Act of 1986 (EPCRA), as amended, and the regulations promulgated thereunder, regulate MSDS’s, chemical inventories and chemical release reporting. EPCRA also requires coordinated emergency planning with state and local agencies.

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The Occupational Safety and Health Act of 1970 (OSHA), including the Hazard Communication Standard (Right to Know), and the regulations promulgated thereunder, require the labeling of hazardous substance containers, the supplying of MSDS’s on hazardous products to customers and hazardous substances to which an employee may be exposed in the workplace, the training of employees in the handling of hazardous substances and the use of the MSDS’s, along with other health and safety programs.

The Pollution Prevention Act of 1990 (PPA), as amended, and the regulations promulgated thereunder, focus on reducing the amount of pollution through cost-effective changes in production and raw materials usage. Pollution prevention also includes other practices that increase efficiency in the use of energy, water or other natural resources, and protect our resource base through conservation.

The Resource Conservation and Recovery Act of 1976 (RCRA), as amended, and the regulations promulgated thereunder, require certain procedures regarding the treatment, storage and disposal of hazardous waste.

The Toxic Substances Control Act of 1976 (TSCA), and the regulations promulgated thereunder, require reporting, testing and pre-manufacture notification procedures for certain chemicals. Exemptions are provided from some of these requirements with respect to chemicals manufactured in small quantities solely for research and development use.

The Department of Transportation (DOT) has promulgated regulations pursuant to the Hazardous Materials Transportation Act, referred to as the Hazardous Material Regulations (HMR), which set forth the requirements for hazard labeling, classification, packaging of chemicals and shipment modes for products destined for shipment in interstate commerce.

The Hazardous Materials Transportation Act (HMTA), and the regulations promulgated thereunder, seeks to protect against risks to life, property and the environment that are inherent in the transportation of hazardous materials in intrastate, interstate and foreign commerce. The Act regulates the transportation of dangerous goods via air, highway, rail and water. The Company ships and receives materials subject to this Act.

Registration, Evaluation and Authorization of Chemicals (REACH) is an European Union Legislation covering the manufacturing and importation of chemicals. Many of the Company’s substances were registered as required in 2008 and we are complying with subsequent registration requirements at various levels over the next 8 years. Additionally, the amount of products imported or manufactured are closely monitored and more information is passed along the supply chain as required by this legislation.

The Globally Harmonized System (GHS) will alter the rules for classification, labeling and to some extent the content of our MSDS. GHS is scheduled to be implemented sequentially starting with Europe (December 1, 2010), followed by Asia and the U.S. All defined hazardous products in Sigma-Aldrich’s product portfolio will be included.

The United States Department of Agriculture (USDA), Animal and Plant Health Inspection Service (APHIS), Veterinary Services (VS), regulates the importation of animal-derived materials to ensure that exotic animal and poultry diseases are not introduced into the United States. The USDA has issued importation permits to several Company sites.

Approximately 3,400 products, for which sales are immaterial to the total sales of the Company, are subject to control by either the Drug Enforcement Administration (DEA) or the Nuclear Regulatory Commission (NRC). The DEA and NRC have issued licenses to several Company sites to permit importation, manufacture, research, analysis, distribution and export of certain products. The Company screens customer orders involving products regulated by the DEA and the NRC to verify that a license, if necessary, has been obtained.

Approximately 900 products, for which sales are immaterial to the total sales of the Company, are subject to licensing by the Department of Commerce (DOC). The DOC has promulgated the Export Administration Regulations pursuant to the Export Administration Act of 1979 (EAA), as amended, to regulate the export of certain products to specific destinations by requiring a special export license.

Approximately 60 products, for which sales are immaterial to the total sales of the Company, are regulated by the Centers for Disease Control (CDC). The U.S. Departments of Health and Human Services (HHS) and Agriculture (USDA) published final rules, which implement the provisions of the USA Patriot Act and Public Health Security and Bioterrorism Preparedness and Response Act of 2002 (the Bioterrorism Act), setting forth the requirements for possession, use, and transfer of select agents and toxins. The CDC has issued one site license to the Company to permit the storage and transfer of these materials.

Approximately 850 products, for which sales are immaterial to the total sales of the Company, are sold as flavoring agents regulated by the Public Health Security and the Bioterrorism Act. The Bioterrorism Act requires that the U.S. Food and Drug Administration (FDA) receive prior notice of food items imported into the United States and register facilities handling such items. The Company has registered several sites under the Bioterrorism Act to enable the importation and handling of these items.

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The Company engages principally in the business of selling products that are not foods or food additives, drugs or cosmetics within the meaning of the Federal Food, Drug and Cosmetic Act, as amended (the FDC Act). However, a limited number of the Company’s products are subject to labeling, manufacturing and other provisions of the FDC Act.

The Company’s import declarations to U.S. Customs and Border Protection (CBP) represent approximately 8,500 entries and 80,000 individual transaction lines from over 80 different countries. Within the Company’s U.S. operations, imports encompass approximately 2,700 unique harmonized tariff codes. These codes are largely represented in Chapters 28, 29 and 38, representing organic and inorganic chemicals and compounds and miscellaneous chemical products. These imports are subject to the Tariff Act of 1930 (as amended), The Customs Modernization Act of 1993, and Title 19 of the Code of Federal Regulations.

Research and Development

Research and development expenses were 2.9% of net sales in 2009, 2008 and 2007. The research and development expenses relate primarily to efforts to add new manufactured products and enhance manufacturing processes. All manufactured products accounted for approximately 65% of net sales in 2009.

Number of Persons Employed

The Company had 7,740 employees as of December 31, 2009. The total number employed in the United States was 3,920 with the remaining 3,820 employed by the Company’s international subsidiaries. The Company employs approximately 2,400 people who have degrees in chemistry, biochemistry, engineering or other scientific disciplines, including approximately 410 with Ph.D. degrees.

(d) Financial Information About Geographic Areas and Business Units

Information concerning sales by geographic area and business unit for the years ended December 31, 2009, 2008 and 2007, is located in Note 13—Company Operations by Business Unit—to the Company’s consolidated financial statements on page 42 of the 2009 Annual Report, which is incorporated herein by reference.

In the years ended December 31, 2009, 2008 and 2007, approximately 65%, 65% and 64%, respectively, of the Company’s net sales were to customers located outside the United States. These sales were made directly by the Company, through distributors and by subsidiaries located in 37 other countries.

(e) Available Information

The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available on the Company’s web site at sigma-aldrich.com as soon as reasonably practicable after being filed electronically with or furnished to the S.E.C. The information on the website does not constitute part of this Report.

Executive Officers of the Registrant

The Executive Officers of the Registrant are:

Name of Executive Officer	Age	Positions and Offices Held
Gilles A. Cottier	51	President, SAFC
David W. Julien	55	President, Global Supply Chain
Michael F. Kanan	46	Vice President and Corporate Controller
George L. Miller	55	Senior Vice President, General Counsel & Secretary
Karen J. Miller	52	Senior Vice President, Strategy & Corporate Development
Jai P. Nagarkatti	62	Chairman, President and Chief Executive Officer
Douglas W. Rau	53	Vice President, Human Resources
Kirk A. Richter	63	Vice President and Treasurer
Rakesh Sachdev	53	Senior Vice President, Chief Financial Officer and Chief Administrative Officer
David A. Smoller	46	President, Research Biotech
Carl S. Turza	51	Chief Information Officer
Gerrit J.C. van den Dool	56	Vice President, Sales-U.S. & Canada
Steven G. Walton	42	Vice President, Environmental, Health & Safety
Franklin D. Wicks	56	President, Research Essentials/Research Specialties & Managing Director-U.S. & Canada

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There is no family relationship between any of the officers or directors. These officers serve at the pleasure of the Board of Directors subject to the terms of any employment or similar agreements.

Mr. Cottier has been President of the SAFC unit of the Company since January 2009. He served as President of the Research Essentials unit of the Company from July 2005 until January 2009. He served as the Vice President of Sales of the Company from 2003 to 2005.

Mr. Julien has been President of Global Supply Chain of the Company since January 2009. He served as President of the Research Specialties unit of the Company from July 2005 to January 2009. He served as President of the Biotechnology unit of the Company for more than five years until July 2005.

Mr. Kanan has been Vice President and Corporate Controller of the Company since April 2009. He served as Vice President Finance-Light Vehicle Systems of ArvinMeritor from October 2006 to April 2009. He served as Vice President and Assistant Corporate Controller of ArvinMeritor for five years prior to October 2006.

Mr. Miller has been Senior Vice President, General Counsel and Secretary of the Company since October 2009. He served as General Counsel of Novartis Services, Inc. from September 2008 to September 2009, and as General Counsel of Novartis Corporation from December 2005 to August 2008. Previously he served as Deputy General Counsel of Novartis AG in Switzerland from January 2000 to December 2005.

Ms. Miller has been Senior Vice President-Strategy & Corporate Development of the Company since May 2009 and was previously Vice President-Strategy & Corporate Development of the Company from January 2009 through May 2009. She served as Controller of the Company for more than five years, until January 2009.

Dr. Nagarkatti has been Chairman of the Board of Directors since May 2009 and Chief Executive Officer of the Company since January 2006. He has been President of the Company since August 2004. He served as Chief Operating Officer of the Company from August 2004 until December 31, 2005. Previously he served as President of the Scientific Research unit of the Company from December 2002 to August 2004.

Mr. Rau has been Vice President Human Resources of the Company since October 2005. He served as Vice President Human Resources of Kellwood Company from 2002 to 2005.

Mr. Richter has been Vice President and Treasurer of the Company since May 2009, and was previously Treasurer of the Company for more than five years.

Mr. Sachdev has been Senior Vice President, Chief Financial Officer and Chief Administrative Officer of the Company since May 2009. In his Chief Administrative Officer capacity, Mr. Sachdev is responsible for the Information Systems and the Strategy and Corporate Development functions. Mr. Sachdev also assumed responsibility for the Company’s operations in Asia Pacific and Latin America. Previously, he served as Vice President and Chief Financial Officer of the Company from November 2008 to May 2009. He served as Senior Vice President and President Asia Pacific of ArvinMeritor from March 2007 to July 2008. He served as Senior Vice President of Corporate Development and Strategy of ArvinMeritor from April 2005 through March 2007. He served as Interim Chief Financial Officer, Vice President and Controller of ArvinMeritor from August 2003 to March 2005.

Dr. Smoller has been President of the Research Biotech unit of the Company since July 2007. He served as Vice President Research & Development of the Company from June 2004 to June 2007. He served as Vice President of EMG Biosciences from August 2003 until June 2004.

Mr. Turza has been Chief Information Officer of the Company since April 2006. He served as Chief Operating Officer for Woodwind & Brasswind from 2004 to 2006. Previously, he was Vice President of e-Business for W.W. Grainger from 2000 to 2004.

Mr. van den Dool was named Vice President of Sales-U.S. & Canada of the Company in July 2007. He served as Vice President of Sales and Operations, Europe for the Company from 2003 to 2007. Previously, he served as Vice President of Sales, Europe for the Company from 1999 to 2003.

Mr. Walton has been Vice President-Environmental Health & Safety of the Company since August 2005. Previously, he served as Director of Corporate Health and Safety at ArvinMeritor from 2000 to 2005.

Dr. Wicks has been President of the Research Essentials and Specialties units of the Company since January 2009 and has also been Managing Director-U.S & Canada since January 2010. Previously, he served as President of the SAFC unit of the Company for more than five years.

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Item 1A. Risk Factors

Our business is subject to certain risks and uncertainties, including, among others, certain economic, political and technological factors. You should carefully consider the risk factors below, together with other matters described in this Form 10-K or incorporated herein by reference, in evaluating our business and prospects. If any one or more of the following risks occurs, our business, financial condition or operating results could be adversely impacted and the trading price of our common stock could decline. Additional risks not presently known to us or that we currently deem immaterial may also adversely impact our business, financial condition and operating results. Certain statements in this Form 10-K (including certain of the following factors) constitute forward-looking statements relating to future performance, goals, strategic actions and initiatives and similar intentions and beliefs, including, without limitation, statements regarding the Company’s expectations, goals, beliefs, intentions 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. The Company does not undertake any obligation to update these forward-looking statements.

Risks Related to Our Sales and Operations

Our performance may be affected by the economic conditions in the U.S. and in other nations where we do business.

Declining economic conditions may have a negative impact on our consolidated results of operations, our financial condition and our cash flows. Overall demand for our products could be reduced as a result of a global economic recession, especially in such segments as the pharmaceutical, biotechnology, diagnostic, chemical and electronics industries.

We face significant competition, including changes in pricing.

The markets for our products and services are both competitive and price sensitive. Many of our competitors have significant financial, operations, sales and marketing resources and experience in research and development. Competitors could develop new technologies that compete with our products and services or even render our products obsolete. If a competitor develops superior technology or cost-effective alternatives to our products and services, our business could be seriously harmed.

The markets for some of our products are also subject to specific competitive risks because these markets are highly price competitive. Our competitors have competed in the past by lowering prices on certain products. If they do so again, we may be forced to respond by lowering our prices. This would reduce sales and possibly profits. Failure to anticipate and respond to price competition may also impact sales and profits.

We believe that customers in our markets display a significant amount of loyalty to their supplier of a particular product. To the extent we are not the first to develop, offer and/or supply new products, customers may buy from our competitors or make materials themselves, causing our competitive position to suffer.

Our sales and results of operations are dependent on the research and development spending patterns at pharmaceutical, biotechnology and diagnostic companies.

A number of factors impact the dollars spent on the purchase of research and development products by our customers. Our pharmaceutical customers experienced a softening over the past several years in all geographic areas. The Company does not have the ability to predict when this trend will reverse or the ultimate impact on demand for the Company’s products. Activities within these pharmaceutical companies, which are impacting demand, include various programs to contain costs, shift from discovery to clinical research and tighter inventory management.

The credit crisis of the past 18 months has impacted the ability of small, emerging pharmaceutical, biotechnology and diagnostic companies to access funding. Venture capital funding has also slowed considerably. This venture capital funding also impacts discovery and clinical research spending. The extent to which demand from these customers will be impacted is unknown.

Approximately 35% of the Company’s revenues for the year ended December 31, 2009 are from the pharmaceutical, biotechnology and diagnostic companies.

Our sales and results of operations depend on our customers’ research and development efforts and their ability to obtain funding for these efforts.

Our customers include researchers at companies in the pharmaceutical, biotechnology, diagnostic, chemical, electronics and related industries, academic institutions, government laboratories and private foundations. Fluctuations in the research and development budgets of these researchers and their organizations could have a significant effect on the demand for our products. Our customers determine their research and development budgets based on several factors, including the need to develop new products, the availability of governmental and other funding, competition and the general availability of resources. As we continue to expand our international operations, we expect research and development spending levels in markets outside of the U.S. will become increasingly important to us.

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Research and development budgets fluctuate due to changes in available resources, spending priorities, general economic conditions, institutional and governmental budgetary limitations and mergers of companies in the key industry sectors we serve. Our business could be seriously harmed by any significant decrease in life science and high technology research and development expenditures by our customers. By way of example, there have been significant reductions in research staff of U.S.-based pharmaceutical companies during the last two years.

A small portion of our sales have been to researchers whose funding is dependent on grants from government agencies such as the U.S. National Institute of Health, the National Science Foundation, the National Cancer Institute and similar agencies or organizations. Government funding of research and development is subject to the political process, which is often unpredictable. Other programs, such as Homeland Security or defense, or general efforts to reduce the U.S. federal budget deficit could be viewed by the government as a higher priority. Any shift away from funding of life science and high technology research and development or delays surrounding the approval of governmental budget proposals may cause our customers to delay or forego purchases of our products and services, which could seriously damage our business.

Some of our customers receive funds from approved grants at a particular time of year, many times set by government budget cycles. In the past, such grants have been frozen for extended periods or have otherwise become unavailable to various institutions without advance notice. The timing of the receipt of grant funds may affect the timing of purchase decisions by our customers and, as a result, cause fluctuations in our sales and operating results.

Due to heavy reliance on manufacturing and related operations to produce, package and distribute the products we sell, our business could be adversely affected by disruptions of these operations.

We rely upon our manufacturing operations to produce approximately 65% of our sales. Our quality control, packaging and distribution operations support all of our sales. Any significant disruption of those operations for any reason, such as labor unrest, power interruptions, fire, or other events beyond our control could adversely affect our sales and customer relationships and therefore adversely affect our business. While insurance coverage may reimburse us, in whole or in part, for profits lost from such disruptions, our ability to provide these products in the longer term may affect our sales growth expectations and results.

We have limited redundancies and back-up in our global distribution network. For example, our automated warehouse in Germany handles a significant amount of the distribution of our products outside of the U.S. The efficiency and effectiveness of our global distribution network would be significantly compromised if this warehouse were impacted by a natural disaster or other local disruption. If a disruption occurs, we may not be able to secure alternate distribution and replace the compromised inventory in a timely manner, causing deterioration in our current service levels. Failure to do so could have a material adverse effect on our business and results of operations.

If we experience a significant disruption in our information technology systems or if we fail to implement new systems and software successfully, our business could be adversely affected.

We depend on information systems throughout our Company to control our manufacturing processes, process orders, manage inventory, process and bill shipments to and collect cash from our customers, respond to customer inquiries, contribute to our overall internal control processes, maintain records of our property, plant and equipment, and record and pay amounts due vendors and other creditors. Additionally, in 2009 approximately 45% of the Company’s research sales originated through e-commerce. If we were to experience a prolonged disruption in our information systems that involve interactions with customers and suppliers, it could result in the loss of sales and customers and/or increased costs, which could adversely affect our business.

We are subject to regulation by various federal, state and foreign agencies that require us to comply with a wide variety of regulations, including those regarding the manufacture of products, the distribution of our products and environmental matters.

Some of our operations are subject to regulation by various U.S. federal agencies and similar state and international agencies, including the U. S. Department of Commerce, U.S. Food and Drug Administration, the U.S. Department of Transportation, the U.S. Department of Agriculture and other comparable U.S., state and foreign governmental agencies. These regulations govern a wide variety of product activities, from design and development to labeling, manufacturing, handling, sales and distribution of products. If we fail to comply with any or all of these regulations, we may be subject to fines or penalties, have to recall products and/or cease their manufacture and distribution, which would increase our costs and reduce our sales.

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We are subject to regulations that govern the handling of hazardous substances.

We are subject to various federal, state, local and international laws and regulations that govern the handling, transportation, manufacture, use and sale of substances that are or could be classified as toxic or hazardous substances. Some risk of environmental damage is inherent in our operations and the products we manufacture, sell or distribute. Any failure by us to comply with the applicable government regulations could also result in product recalls or impositions of fines and restrictions on our ability to carry on with or expand in a portion or possibly all of our operations. If we fail to comply with any or all of these regulations, we may be subject to fines or penalties, have to recall products and/or cease their manufacture and distribution, which would increase our costs and reduce our sales.

Changes in worldwide tax rates or tax benefits will impact our tax expense and our profits.

We are subject to a variety of taxes in numerous local, regional, national and international jurisdictions. The laws regulating the taxes to which we are subject may change. We have no control over these changes and their impact, if any, on our results. Additionally, results of tax audit activity may also impact our tax provisions and our profits. We reflect changes in our actual or forecast income tax rates as relevant facts and circumstances are known to us. Variations to our forecast tax rates and forecast diluted EPS in the future are possible due in part to tax rate changes and changes in the status of tax uncertainties pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 740-10.

Litigation may harm our business.

Substantial, complex or extended litigation could cause us to incur significant costs and distract our management. For example, lawsuits by employees, stockholders, collaborators, distributors, customers, or competitors or others with protected intellectual property could be very costly and substantially disrupt our business. Disputes from time to time with such companies, organizations or individuals are not uncommon, and we cannot assure you that we will always be able to resolve such disputes or on terms favorable to us. For example, we are currently defending a class action complaint related to an explosion at one of our production facilities. Unexpected results could cause us to have financial exposure in these matters in excess of recorded reserves and insurance coverage, requiring us to provide additional reserves to address these liabilities, therefore impacting profits.

Potential product liability claims could affect our earnings and financial condition and harm our reputation.

We face potential liability claims based on our products and/or services. We carry product liability insurance coverage, generally available in the market, but which is limited in scope and amount. Our products are generally to be used by trained scientists and operators, however, there is no assurance that they will be used in accordance with our terms and conditions of sale. As a result, we could be forced to defend ourselves in connection with these products or services. For example, we are defending a large number of lawsuits relating to various vaccines manufactured by pharmaceutical companies, for which we provided a product for use in research activities in developing such vaccines.

Although we seek to reduce our potential liability through measures such as contractual indemnification provisions with customers and/or suppliers, we cannot assure you that such measures will be enforced or effective. We could be materially and adversely affected if we were required to pay damages or incur defense costs in connection with a claim that is outside the scope of the indemnification agreements, if the indemnity, although applicable, is not executed in accordance with its terms or if our liability exceeds the amount of applicable insurance or indemnification. There can be no assurance that our insurance coverage will be adequate or that insurance coverage will continue to be available on terms acceptable to us. Unexpected results could cause us to have financial exposure in these matters in excess of recorded reserves and insurance coverage, requiring us to provide additional reserves to address these liabilities, impacting profits.

If we fail to maintain adequate quality standards for our products and services, our business may be adversely affected and our reputation harmed.

Our life science and high technology customers are often subject to rigorous quality standards to obtain and maintain regulatory approval of their products and the manufacturing processes that generate them. A failure to maintain, or in some instances, upgrade our quality standards to meet our customers’ needs, could result in the loss of a customer’s regulatory license and potentially substantial sales losses to us.

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We heavily rely on third party air cargo carriers and other package delivery services, and a significant disruption in these services or significant increases in prices may disrupt our ability to ship products or import materials, increase our costs and lower our profitability and harm our reputation.

We emphasize our prompt service and shipment of products as a key element of our sales and marketing strategy. We ship a significant number of products to our customers through independent package delivery companies. In addition, we transport materials between our worldwide facilities and import raw materials from worldwide sources. Consequently, we heavily rely on air cargo carriers and other third party package delivery providers. If any of our key third party providers were to experience a significant disruption such that any of our products, components or raw materials could not be delivered in a timely fashion or we would incur additional costs that we could not pass on to our customers, our costs may increase and our relationships with certain customers may be adversely affected. In addition, if these third party providers increase prices, and we are not able to find comparable alternatives or make adjustments to our selling prices, our profitability could be adversely affected.

If we fail to attract and retain key personnel, our business could be adversely affected.

Most of our products and services are highly technical in nature. In general, only highly qualified and trained scientists have the necessary skills to develop and market our products and provide our services. In addition, some of our manufacturing, quality control, safety and compliance, information technology, sales, and e-commerce related positions are highly technical as well. Our success depends in large part upon our ability to identify, hire, retain and motivate highly skilled professionals. We face intense competition for these professionals from our competitors, customers, marketing partners and other companies throughout the industries in which we compete. Any failure on our part to hire, train, and retain a sufficient number of qualified professionals would seriously damage our business.

We depend heavily on the services of our senior management. We believe that our future success depends on the continued services of such management. Our business may be harmed by the loss of a significant number of our senior management members in a short period of time.

If the expected benefit of our supply chain initiative is not realized, our future profitability may be adversely affected.

During the third quarter of 2007, we implemented an initiative to improve how we procure goods and services, manage inventory and execute other supply chain activities that are key to our customer centric approach. The purpose of this initiative is to reduce our overall manufacturing and procurement costs and expand margins over a five year period following implementation. Due to the scope and complexity of this initiative there are certain risks associated with its implementation. If unexpected costs or delays are encountered, our margins may not benefit as much or as quickly as we had anticipated. The global economic slow down and the cost of energy could also impact the savings which will be achieved.

Our business may be adversely affected by a decrease in the availability of commercial paper.

We had $376.5 million of commercial paper outstanding at December 31, 2009. If the market for commercial paper becomes restricted or unavailable, our business could be adversely affected including our consolidated results of operations, our financial condition and our cash flows.

Our sales and operating results may vary from period to period.

Our sales and operating results may vary significantly from quarter to quarter and from year to year, depending on a variety of factors including:

• competitive conditions,

• foreign currency exchange rate fluctuations,

• changes in tax laws, the results of tax audits or the measurement of tax uncertainties,

• the level and timing of our customers’ research and development and manufacturing efforts and activities,

• the timing of our customers’ government funding,

• the timing of our restructuring and other charges,

• the timing of our research and development, sales and marketing expenses,

• the timing of significant custom sales orders, typically associated with our SAFC and Research Biotech businesses,

• the expected higher level of sales growth in SAFC creating downward pressure on overall gross margins,

• the introduction of new products by us or our competitors,

• the success of identifying, acquiring and integrating businesses that complement our product offering, add new technologies or add presence in a market,

• customer demand for our products due to changes in purchasing requirements and research needs,

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• changes in U.S. generally accepted accounting principles, and

• general economic conditions.

Our expense levels are based in part on our future sales expectations. Consequently, sales or profits may vary significantly from quarter to quarter or from year to year, and sales and profits in any interim period may not necessarily be indicative of results in subsequent periods.

Technology innovations in the markets that we serve may create alternatives to our products and result in reduced sales.

Technology innovations, which our current and potential customers might have access to, could reduce or eliminate their need for our products. A new, competing or other disruptive technology that reduces or eliminates the use of one or more of our products could negatively impact the sale of those products. Our customers also constantly attempt to reduce their manufacturing costs and improve product quality. We may be unable to respond on a timely basis to any or all of the changing needs of our customer base. Our failure to develop, introduce or enhance products able to compete with new technologies in a timely manner could have an adverse effect on our business, results of operations and financial condition.

Demand for our products and services is subject to the commercial success of our customers’ products, which may vary for reasons outside our control.

Even if we are successful in securing utilization of our products in a customer’s manufacturing process, sales of many of our products and services remain dependent on the timing and volume of the customer’s production, over which we have no control. The demand for our products depends on regulatory approvals and frequently depends on the commercial success of the customer’s supported product. Regulatory processes are complex, lengthy, expensive and can often take years to complete. Commercial success of a customer’s product, which would drive demand in their production and commensurate demand for our products and services, is dependent on many factors, some of which can change rapidly, despite early positive indications.

Rapid changes in the healthcare industry could directly or indirectly adversely affect our business.

The healthcare industry has undergone significant changes in an effort to control costs. These changes include:

• development of large and sophisticated group purchasing organizations,

• healthcare reform legislation,

• consolidation of pharmaceutical companies,

• increased outsourcing of certain activities, including to low-cost offshore locations,

• lower reimbursements for research and development, and

• legislative limitations on healthcare research.

We expect the healthcare industry to continue to change in the future. Some of these potential changes, such as a reduction in governmental support of healthcare services or adverse changes in legislation or regulations governing the ability to perform healthcare related research and the delivery or pricing of healthcare services or mandated benefits, may cause healthcare industry customers to purchase fewer of our products and services or to reduce the prices they are willing to pay for our products or services.

We may be unable to establish and to maintain collaborative development and marketing relationships with business partners, which could result in a decline in sales or slower than anticipated growth rates.

As a part of our business strategy, we have formed, and intend to continue to form, strategic alliances and distribution arrangements with partners relating to the development and commercialization of certain of our existing and potential products to increase our sales and to leverage our product and service offerings. Our success will depend, in part, on our ability to maintain these relationships and to cultivate additional, acceptable, strategic alliances with such companies.

In addition, we cannot ensure that parties with which we have established, or will establish, collaborative relationships will not, either directly or in collaboration with others, pursue alternative technologies or develop alternative products in addition to, or instead of, products offered as a result of these collaborations. Our business partners may also experience financial or other difficulties that lessen their value to us and to our customers. Our results of operations and opportunities for growth may be adversely affected by our failure to establish and maintain successful collaborative relationships.

Lack of early success with our pharmaceutical and biotechnology customers can shut us out of future business with those customers.

A number of the products we sell to pharmaceutical and biotechnology customers are incorporated into the customers’ drug manufacturing processes. In some cases, once a customer chooses a particular product for use in a drug manufacturing process, it is unlikely that the customer will later switch to a competing alternative. In many cases, the regulatory license for the product will specify the products qualified for use in the process. Obtaining the regulatory approvals needed for a change in the manufacturing process is time consuming, expensive and uncertain. Accordingly, if a pharmaceutical or biotechnology customer does not select our products early in its manufacturing design phase for any number of reasons, including, but not limited to, cost, ease of use, ability to supply large quantities or similar reasons, we may lose the opportunity to participate in the customer’s manufacturing of such product. Because we face competition in this market from other companies, we run the risk that our competitors could win significant early business with a customer making it difficult for us to recover that late stage commercialization opportunity.

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We have significant inventories on hand.

We maintain significant inventories and have an allowance for slow-moving and obsolete inventory. Any significant unanticipated changes in future product demand or market conditions, including the current uncertainty in the global market, could also have an impact on the value of inventory and adversely impact our results of operations. Additionally, if it would become necessary to rework product to make it saleable, this additional effort would impact the cost and impact our operating results.

Fluctuation in the price and supply of raw fetal bovine serum could affect our business.

The supply of raw fetal bovine serum (FBS) is sometimes limited because serum collections tend to be cyclical. In addition, any discovery of bovine spongiform encephalopathy (popularly referred to as “mad cow disease”), particularly in Australia, may cause an interruption to our primary supply of FBS. These factors can cause the price of raw FBS to fluctuate. The profit margins we achieve on finished FBS have been unstable in the past because of the fluctuations in the price of raw FBS, and any increase in the price could adversely affect those profit margins in the short-term. In addition, if we are unable to obtain an adequate supply of FBS, or if we are unable to meet demand for FBS from our suppliers, we may lose market share.

We expect to continue to implement various process improvement initiatives that may not achieve the desired results.

We have implemented a number of changes designed to improve operating efficiencies and reduce costs. We expect to continue to identify opportunities for operational efficiencies and cost reduction and implement changes to achieve these efficiencies. Such improvements may lead to, among other things, the consolidation and integration of products, brands, facilities, functions, systems and processes, any or all of which might present significant management challenges. There can be no assurance that such actions will be accomplished as rapidly as anticipated or that the full extent of expected cost reductions will be achieved.

We may not realize the expected benefits from our restructuring activities, and our efforts may lead to additional unintended consequences.

As part of its long-term profit enhancement and cost-reduction initiatives, the Company has commenced certain actions, including closures and consolidations of facilities and initiating a voluntary retirement plan. These actions are intended to reduce the Company’s fixed cost structure and better align its global manufacturing and distribution footprint. These restructuring activities could yield unintended consequences, including:

• diversion of management’s and employees’ attention from other business concerns,

• business disruption,

• loss of existing customers,

• attrition beyond our planned reduction in workforce,

• risk of litigation relative to headcount reductions, and

• reduced employee morale or productivity.

There can also be no assurance that such actions will be accomplished as rapidly as anticipated or that the full extent of expected cost reductions will be achieved.

Risks Related to Growth of Our Business

Acquisitions are an important part of our growth strategy.

We have acquired or invested in several businesses and technologies and routinely review additional opportunities. Certain risks exist including the potential for:

• the acquisition or investment failing to provide the benefits originally anticipated by our management,

• difficulties in integrating the operations and systems of the acquired businesses and in realizing operating synergies,

• difficulties in assimilating and retaining employees and customers of the acquired companies,

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• management’s attention being diverted to the integration of the acquired businesses or acceptance of the acquired technology, and

• unanticipated contract or regulatory issues.

None of these difficulties have been historically significant, but if they were to be in the future, we may be unable to achieve expectations from our acquisition strategy. In addition, we compete with other companies for suitable acquisition targets and may not be able to acquire certain targets that we seek. Also, certain businesses we have acquired or invested in may not generate the cash flow and/or earnings or other benefits that we anticipated at the time of their acquisition. If we are unable to successfully complete and integrate acquisitions in a timely manner, acquisitions may adversely affect our profitability. In addition, if we are unable to hire and retain key management personnel, we may not be able to execute our acquisition strategy.

We must continually offer new products and technologies.

Our success depends in large part on continuous and timely development and introduction of new products that address evolving customer needs and changes in the market. We also believe that because of the initial time investment required by our customers to reach a purchasing decision for a new product, it may be difficult to regain that customer once the customer purchases a product from a competitor.

These facts have led us to focus significant efforts and resources on the development and identification of new technologies and products. As a result, we have a very broad product line and are continually seeking to develop, license or acquire new technologies and products to further broaden our offering. If we fail in these efforts, our customers likely will purchase products from our competitors, significantly harming our business. Once we develop or obtain a technology, to the extent that we fail to timely introduce new and innovative products that are accepted by our markets, we could fail to obtain an adequate return on our research and development, licensing and acquisition investments and could lose market share to our competitors, which would be difficult or impossible to regain and could seriously damage our business. Some of the factors affecting market acceptance of our products include:

• availability, quality and price as compared to competitive products,

• the functionality of new and existing products,

• the timing of introduction of our products compared to competitive products,

• scientists’ opinions of the product’s utility and our ability to incorporate their feedback into future products,

• citation of the products in published research, and

• general trends in life sciences research.

Risks Related to International Operations

Foreign currency exchange rate fluctuations may adversely affect our business.

Since we are a multinational corporation that sells and sources products in many different countries, changes in exchange rates have in the past, and could in the future, adversely affect our cash flows and results of operations. For example, the effect of translating foreign currency sales into U.S. dollars decreased 2009 sales by 4.1%, but increased the 2008 and 2007 sales growth by 2.7% and 4.8%, respectively. Furthermore, reported sales and purchases made and expenses incurred in non-U.S. currencies by our international businesses, when translated into U.S. dollars for financial reporting purposes, fluctuate due to exchange rate movement. Due to the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates, we cannot predict the effect of exchange rate fluctuations on future sales and operating results.

We are subject to economic, political and other risks associated with our significant international business, which could adversely affect our financial results.

We operate internationally primarily through wholly-owned subsidiaries located in North and South America, Europe, Asia, the Middle East, Australia and Africa. Sales outside the United States were in excess of 60% of total sales in 2009. We expect that sales from international operations will continue to represent a growing portion of our sales. During 2009, approximately 10% of the Company’s United States operations’ chemical and equipment purchases were from international suppliers. In addition, many of our manufacturing facilities, employees and suppliers to our international operations are located outside the United States. Our sales and earnings could be adversely affected by a variety of factors resulting from our international operations, including:

• future fluctuations in foreign currency exchange rates,

• complex regulatory requirements and changes in those requirements,

• trade protection measures, tariff, royalties or taxes, and import or export licensing requirements or restrictions,

• multiple jurisdictions and differing tax laws, as well as changes in those laws,

• restrictions on our ability to repatriate investments and earnings from foreign operations,

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• changes in the political or economic conditions in a country or region, particularly in developing or emerging markets,

• difficulty in staffing and managing worldwide operations,

• changes in shipping costs, and

• difficulties in collecting on accounts receivable.

If any of these risks materialize, we could face the loss of sales, and/or substantial increases in costs, which could adversely affect our results of operations.

Risks Related to Intellectual Property

We may become involved in disputes regarding our intellectual property rights, which could result in prohibition of the use of certain technology in current or planned products, exposure of the business to significant liability and diversion of management’s focus.

We and our major competitors spend substantial time and resources developing and patenting new and improved products and technologies. Many of our products are based on complex, rapidly developing technologies. Further, while we strive to respect others’ intellectual property, we may not have identified each and every instance where our products may infringe or utilize intellectual property rights held by others. Thus, we cannot provide assurance that others will not claim that we are infringing their intellectual property rights or that we do not in fact infringe those rights.

We have been and may in the future be sued by third parties alleging that we are infringing upon their intellectual property rights. Any claims, with or without merit, could:

• be expensive,

• take significant time and divert management’s focus from other business concerns,

• if successful, require us to stop the infringing activity, redesign our product or process or license the intellectual property in question, thereby resulting in delays and loss or deferral of sales,

• require us to pay substantial damage awards, and/or

• require us to enter into royalty or licensing agreements which may not be available on acceptable terms, if at all.

If we are unable to obtain a royalty agreement or license on acceptable terms, or are unable to redesign to avoid conflicts with any third party patent, we may be unable to offer some of our products, which could result in reduced sales.

Our failure to protect our intellectual property may significantly harm our results of operations.

Our success and ability to compete is dependent in part on our ability to protect and maintain proprietary rights to our intellectual property, particularly trade secrets and proprietary know-how. We generally enter into confidentiality and proprietary information agreements with our employees, consultants and advisors. These agreements may not provide meaningful protection for or adequate remedies to protect the Company’s technology in the event of unauthorized use or disclosure of information. Efforts to address any infringement of our proprietary rights could result in significant litigation costs, and any failure to adequately protect our proprietary rights could result in our competitors offering similar services, potentially resulting in the loss of one or more competitive advantages and decreased sales.

Despite efforts to protect our proprietary rights, existing trade secret, copyright, patent and trademark laws afford us only limited protection. Others may attempt to copy or reengineer aspects of our products or obtain and use information that we regard as proprietary. Accordingly, we may not be able to prevent misappropriation of our products or to deter others from developing similar products. Further, monitoring the unauthorized use of our products and other proprietary rights is difficult. Litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation of this type could result in substantial costs and diversion of resources and could significantly harm our results of operations and reputation.

We may incur impairment charges on our goodwill and other intangible assets with indefinite lives that would reduce our earnings.

We are subject to FASB ASC Topic 350 which requires that goodwill and other intangible assets that have an indefinite life be tested at least annually for impairment. Goodwill and other intangible assets with indefinite lives must also be tested for impairment between the annual tests if a triggering event occurs that would likely reduce the fair value of the asset below its carrying amount. As of December 31, 2009, goodwill and other intangible assets with indefinite lives represented approximately 15% of our total assets. If we determine that there has been an impairment, our financial results for the relevant period would be reduced by the amount of the impairment, net of tax effects, if any.

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The following table shows the location, land area, building area and function of the properties the Company owns or leases at December 31, 2009.

Country	Land Area (Acres)	Building Area (Sq. Ft) (in thousands)	Function
United States	909	4,173	admin., production, warehousing, distrib.
Germany	46	646	admin., production, warehousing, distrib.
Switzerland	13	422	admin., production, warehousing, distrib.
United Kingdom	251	452	admin., production, warehousing, distrib.
Israel	6	132	admin., production, warehousing, distrib.
All Other	62	886	admin., production, warehousing, distrib.
Total	1,287	6,711
Percent Owned Property	81%
Percent Leased Property	19%

The Company considers the properties to be well maintained, in sound condition and repair, and adequate for its present needs. These properties generally have sufficient capacity for the Company’s existing needs and near-term growth. The Company expects to continue to expand its production, warehousing and distribution capabilities in selected markets and to make capital investments in plants to support specific business opportunities.

Item 3. Legal Proceedings

The information contained in Note 11 - Contingent Liabilities and Commitments - on page 39 of the 2009 Annual Report is

incorporated herein by reference.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted by the Company to the stockholders for a vote during the fourth quarter of 2009.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Information concerning the market price of the Company’s Common Stock and related shareholder information for the years ended December 31, 2009 and 2008 is located on page 21 of the 2009 Annual Report under the caption “Common Stock Data,” which is incorporated herein by reference.

See Item 12 for information concerning securities authorized for issuance under equity compensation plans.

The following table presents share repurchases by the Company and any affiliated purchasers for the year ended December 31, 2009 (in millions except per share amounts):

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Total at Dec. 31, 2008		$		92.3	7.7
Jan. 1, 2009 – Jan. 31, 2009	—		—	92.3	7.7
Feb. 1, 2009 – Feb. 29, 2009	0.2	$	36.05	92.5	7.5
Mar. 1, 2009 – Mar. 31, 2009	—	$	—	92.5	7.5
Apr. 1, 2009 – Apr. 30, 2009	—		—	92.5	7.5
May 1, 2009 – May 31, 2009	0.4	$	44.77	92.9	7.1
Jun. 1, 2009 – Jun. 30, 2009	—	$	—	92.9	7.1
Jul. 1, 2009 – Jul. 31, 2009	—	$	—	92.9	7.1
Aug. 1, 2009 – Aug. 31, 2009	0.4	$	51.65	93.3	6.7
Sep. 1, 2009 – Sep. 30, 2009	—		—	93.3	6.7
Oct. 1, 2009 – Oct. 31, 2009	0.2	$	52.88	93.5	6.5
Nov. 1, 2009 – Nov. 30, 2009	0.2	$	54.03	93.7	6.3
Dec. 1, 2009 – Dec. 31, 2009	—	$	—	93.7	6.3
Total at Dec. 31, 2009	1.4	$	48.01	93.7	6.3

On October 20, 2008 the Board of Directors authorized the repurchase of an additional 10.0 shares under the existing repurchase program, bringing the total authorization to 100.0 shares. The timing and number of shares purchased, if any, will depend on market conditions and other factors. This authorization is effective through October 20, 2011.

Items 6 through 8. Selected Financial Data, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures about Market Risk and Financial Statements and Supplementary Data

The information required by Items 6 through 8 is incorporated herein by reference to pages 21–48 of the 2009 Annual Report. See Index to Financial Statements on page F-1 of this Report. Those pages of the Company’s 2009 Annual Report listed in the Index or referred to in Items 1 through 4 are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None

Item 9A. Controls and Procedures

Controls and Procedures

The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2009. Based upon their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) are effective as of that date to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. They have also determined in their evaluation that there was no change in the Company’s internal controls over financial reporting during the quarter ended December 31, 2009 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

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Management’s Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm

The information contained in Management’s Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm on page 48 of the 2009 Annual Report is incorporated herein by reference.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information under the captions “Nominees for Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” of the 2010 Proxy Statement, which will be filed within 120 days after December 31, 2009, is incorporated herein by reference.

Audit Committee Financial Expert

Information under the caption “Audit Committee” of the 2010 Proxy Statement, which will be filed within 120 days after December 31, 2009, is incorporated herein by reference.

Code of Ethics

The Company has a Code of Ethics applicable to the principal executive officer, principal financial officer and principal accounting officer of the Company. A copy of the Code of Ethics is available on our website at sigma-aldrich.com or may be obtained without charge by writing to the Secretary, Sigma-Aldrich Corporation, P.O. Box 14508, St. Louis, Missouri 63178. The content on our website does not constitute part of this Report.

Item 11. Executive Compensation

Information under the captions “Director Compensation and Transactions” and “Information Concerning Executive Compensation” of the 2010 Proxy Statement, which will be filed within 120 days after December 31, 2009, is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information under the captions “Security Ownership of Directors, Executive Officers and Principal Beneficial Owners”, “Information Concerning Executive Compensation” and “Equity Compensation Plan Information” of the 2010 Proxy Statement, which will be filed within 120 days after December 31, 2009, is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions and Director Independence

Information, if any, under the captions “Director Compensation and Transactions,” “Principal Beneficial Owners and Transactions” and “Related Party Disclosure” of the 2010 Proxy Statement, which will be filed within 120 days after December 31, 2009, is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

Information under the caption “Audit Firm Fee Summary” of the 2010 Proxy Statement, which will be filed within 120 days after December 31, 2009, is incorporated herein by reference.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Documents Filed as Part of this Report

1. Financial Statements

See Index to Financial Statements on page F-1 of this Report. Those pages of the Company’s 2009 Annual Report listed in such Index are hereby incorporated by reference.

2. Financial Statement Schedules.

All schedules are omitted as they are not applicable, not required or the information is included in the consolidated financial statements or related notes to the consolidated financial statements.

3. Exhibits

See Index to Exhibits on page F-2 of this Report.

- 20 -

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGMA-ALDRICH CORPORATION
(Registrant)
By	/s/    Michael F. Kanan	February 10, 2010
	Michael F. Kanan, Vice President and Corporate Controller	Date

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By	/s/    Jai P. Nagarkatti	February 10, 2010
	Jai P. Nagarkatti, Chairman, President and Chief Executive Officer (Principal Executive Officer)	Date
By	/s/    Rakesh Sachdev	February 10, 2010
	Rakesh Sachdev, Senior Vice President, Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer)	Date
By	/s/    Michael F. Kanan	February 10, 2010
	Michael F. Kanan, Vice President and Corporate Controller (Principal Accounting Officer)	Date
By	/s/    Rebecca M. Bergman	February 10, 2010
	Rebecca M. Bergman, Director	Date
By	/s/    George M. Church	February 10, 2010
	George M. Church, Director	Date
By	/s/    David R. Harvey	February 10, 2010
	David R. Harvey, Director	Date
By	/s/    W. Lee McCollum	February 10, 2010
	W. Lee McCollum, Director	Date
By	/s/    Avi M. Nash	February 10, 2010
	Avi M. Nash, Director	Date
By	/s/    Steven M. Paul	February 10, 2010
	Steven M. Paul, Director	Date
By
	J. Pedro Reinhard, Director	Date
By	/s/    Timothy R.G. Sear	February 10, 2010
	Timothy R.G. Sear, Director	Date
By	/s/    D. Dean Spatz	February 10, 2010
	D. Dean Spatz, Director	Date
By	/s/    Barrett A. Toan	February 10, 2010
	Barrett A. Toan, Director	Date

- 21 -

SIGMA-ALDRICH CORPORATION AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND RELATED INFORMATION

	Page Number Reference Annual Report to Shareholders (Filed as Exhibit 13 Hereto)
Selected financial data, including Common Stock Data and related stockholder information, Annual Financial Data for the five years ended December 31, 2009 and Quarterly Financial Data for the quarterly periods in 2009 and 2008	21
Management’s Discussion and Analysis	23-29
Market risk disclosure	28
FINANCIAL STATEMENTS:
Consolidated Balance Sheets December 31, 2009 and 2008	31
Consolidated statements for the years ended December 31, 2009, 2008 and 2007
Income	30
Stockholders’ Equity	32
Cash Flows	33
Notes to consolidated financial statements	34-47
Management’s report on internal control over financial reporting	48
Report of independent registered public accounting firm	48

F - 1

INDEX TO EXHIBITS

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

Exhibits
2.1	Purchase and Sale Agreement, dated as of January 18, 2005, by and among CSL Limited, CSL International Pty Ltd., and CSL UK Holdings Limited. — Incorporated by reference to Exhibit 2.1 of Form 8-K filed March 1, 2005, Commission File Number 0-8135.
3      (a)	Certificate of Incorporation and Amendments — Incorporated by reference to Exhibit 3(a) of Form 10-Q filed for the quarter ended June 30, 2004, Commission File Number 0-8135.
(b)	By-Laws, as amended — See Exhibit 3(b).
4	Instruments Defining the Rights of Shareholders, Including Indentures:
(a)	Certificate of Incorporation and Amendments See Exhibit 3(a) above.
(b)	By-Laws, as amended November 16, 2009 See Exhibit 3(b) above.
(c)	Rights Agreement, dated as of August 8, 2000 between Sigma-Aldrich Corporation and Computershare Investor Services, LLC, as Rights Agent, which includes the form of Right Certificate as Exhibit A and the Summary of Common Stock Purchase Rights as Exhibit B. — Incorporated by reference to Exhibit 1 of Form 8-A12(g) filed on August 10, 2000, Commission File number 0-8135.
(d)	The Company agrees to furnish to the Securities and Exchange Commission upon request pursuant to Item 601(b)(4)(iii) of Regulation S-K copies of any instruments defining the rights of holders of long-term debt of the Company and its consolidated subsidiaries where such instrument has not been filed as an exhibit hereto and the total amount of securities authorized thereunder does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
10	Material Contracts:
(a)	Share Option Plan of 1987* — Incorporated by reference to Exhibit 10(d) of Form 10-K filed for the year ended December 31, 1992, Commission File Number 0-8135.
(b)	First Amendment to Share Option Plan of 1987* — Incorporated by reference to Exhibit 10(e) of Form 10-K filed for the year ended December 31, 1992, Commission File Number 0-8135.
(c)	Second Amendment to Share Option Plan of 1987* — Incorporated by reference to Exhibit 10(f) of Form 10-K filed for the year ended December 31, 1994, Commission File Number 0-8135.
(d)	Third Amendment to Share Option Plan of 1987* — Incorporated by reference to Exhibit 10(e) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135.
(e)	Fourth Amendment to Share Option Plan of 1987* — Incorporated by reference to Exhibit 10(f) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135.
(f)	Share Option Plan of 1995* — Incorporated by reference to Appendix A of the Company’s Definitive Proxy statement filed March 30, 1995, Commission File Number 0-8135.
(g)	First Amendment to Share Option Plan of 1995* — Incorporated by reference to Exhibit 10(i) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135.
(h)	Second Amendment to Share Option Plan of 1995* — Incorporated by reference to Exhibit 10(j) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135.
(i)	Third Amendment to Share Option Plan of 1995* — Incorporated by reference to Exhibit 10(k) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135.
(j)	Fourth Amendment to Share Option Plan of 1995* — Incorporated by reference to Exhibit 10(l) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135.
(k)	Fifth Amendment to Share Option Plan of 1995* — Incorporated by reference to Exhibit 10(m) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135.
(l)	Directors’ Nonqualified Share Option Plan of 1998* — Incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed March 27, 1998, Commission File Number 0-8135.

F - 2

(m)	First Amendment to Directors’ Nonqualified Share Option Plan of 1998* — Incorporated by reference to Exhibit 10(o) of Form 10-K filed for the year ended December 31, 2000, Commission File Number 0-8135.
(n)	Share Option Plan of 2000* — Incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed March 30, 2000, Commission File Number 0-8135.
(o)	Form of Employment Agreement (Similar Employment Agreements also exist with Gilles A. Cottier, David W. Julien, Michael F. Kanan, George L. Miller, Karen J. Miller, Douglas W. Rau, Kirk A. Richter, David A. Smoller, Carl S. Turza, Gerrit J.C. van den Dool, Steven G. Walton and Franklin D. Wicks)* — Incorporated by reference to Exhibit 10(p) of Form 10-K filed March 14, 2006, Commission File Number 0-8135.
(p)	Form of Change in Control Agreement (Similar Employment Agreements also exist with Gilles A. Cottier, David W. Julien, Michael F. Kanan, George L. Miller, Karen J. Miller, Jai Nagarkatti, Douglas W. Rau, Rakesh Sachdev, David A. Smoller, Carl S. Turza, Gerrit J.C. van den Dool and Franklin D. Wicks)* — Incorporated by reference to Exhibit 10(a) of Form 8-K filed December 31, 2008, Commission File Number 0-8135.
(q)	2003 Long-Term Incentive Plan, as amended and restated* — Incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed March 14, 2006, Commission File Number 0-8135.
(r)	Cash Bonus Plan* — Incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement filed March 29, 2003, Commission File Number 0-8135.
(s)	Summary description of the compensation of Non-Employee Directors of Sigma-Aldrich Corporation — See Exhibit 10(s).
(t)	Summary description of the compensation for the Executive Officers of Sigma-Aldrich Corporation — See Exhibit 10(t).
(u)	Employment Agreement with President and Chief Executive Officer Jai P. Nagarkatti effective January 1, 2006* Incorporated by reference to Exhibit 10.2 of Form 8-K filed January 19, 2006, Commission File Number 0-8135.
(v)	Letter Regarding Terms of Employment by and between Sigma-Aldrich Corporation and Rakesh Sachdev, dated October 23, 2008 — Incorporated by reference to Exhibit 10(a) of Form 8-K filed November 5, 2008, Commission File Number 0-8135.
(w)	Note Purchase Agreement dated September 12, 2000. Incorporated by reference to Exhibit 10(x) of Form 10-K filed for the year ended December 31, 2007, Commission File Number 0-8135.
(x)	Credit Agreement dated February 23, 2005 with Sigma-Aldrich Corporation and a syndicate of banks, including Wells Fargo, National Association and Wachovia Capital Markets, LLC, which served as joint lead arrangers, and other lenders named therein. Incorporated by reference to Exhibit 10.1 of Form 8-K filed February 25, 2005, Commission File Number 0-8135.
(y)	Amendment No. 1 to Credit Agreement dated December 11, 2006 with Sigma-Aldrich Corporation and a syndicate of banks – Incorporated by reference to Exhibit 10.1 of Form 8-K filed December 13, 2006, Commission File Number 0-8135.
(z)	Note Purchase Agreement dated December 5, 2006 – Incorporated by reference to Exhibit 10(z) of Form 10-K filed for the year ended December 31, 2006, Commission File Number 0-8135.
(aa)	Credit Facility Agreement dated March 13, 2007 with Sigma-Aldrich Corporation and a syndicate of banks – Incorporated by reference to Exhibit 10.1 of Form 8-K filed March 14, 2007, Commission File Number 0-8135.
(ab)	Flexible Deferral Plan* – Incorporated by reference to Exhibit 10(aa) of Form 10-K filed for the year ended December 31, 2006, Commission File Number 0-8135.
11	Statement Regarding Computation of Net Earnings Per Share — Incorporated by reference to the information on net earnings per share included in Note 15 to the Company’s 2009 consolidated financial statements filed as Exhibit 13 below.
13	Pages 21-48 of the Annual Report to Shareholders for the year ended December 31, 2009.
21	Subsidiaries of Registrant – See Exhibit 21.
23	Consent of Independent Registered Public Accounting Firm – See Exhibit 23.
31.1	Certification of Chief Executive Officer required by Rule 13a-15(e) and 15d-15(e) under the Exchange Act – See Exhibit 31.1.
31.2	Certification of Chief Financial Officer required by Rule 13a-15(e) and 15d-15(e) under the Exchange Act – See Exhibit 31.2.

F - 3

32.1	CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 – See Exhibit 32.1.
32.2	CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 – See Exhibit 32.2.
101	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Represents management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(c) of Form 10-K.

F - 4

EX-3.(B)

Exhibit 3(b)

SIGMA-ALDRICH CORPORATION

(A Delaware Corporation)

BY-LAWS

ARTICLE I. OFFICES

1.01. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may from time to time require.

ARTICLE II. SHAREHOLDERS

2.01. Annual Meeting. The annual meeting of the shareholders shall be held at such time as shall be fixed by or under the authority of the Board of Directors on the first Tuesday of May of each year, if not a legal holiday, and if a legal holiday, then on the next succeeding day, or on such other date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting.

2.01A. Business to be Conducted at Shareholder Meetings.

(a) At an annual meeting of shareholders, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before the meeting (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any shareholder of the Corporation who is a shareholder of record both at the time of giving of the notice provided for in this By-Law and at the time of the meeting, who shall be entitled to vote at such meeting and who complies with the notice and other requirements set forth in this By-Law.

(b) For a proposal to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a) of this By-Law, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation as hereinafter provided and such proposal must otherwise be a proper subject for action by the Corporation’s shareholders. To be timely, a shareholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation and received by the Secretary not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the shareholder to be timely must be so received not earlier than the opening of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of the meeting is first made. Such shareholder’s notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the meeting: (i) a brief description of the proposal desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation’s stock transfer records, of the shareholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of shares of stock of the Corporation which are owned beneficially and of record by such shareholder of record and by the beneficial owner, if any, on whose behalf the proposal is made, (iv) the text of the proposal of business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the By-Laws, the language of the proposed amendment) and the reasons for conducting such business at the meeting, (v) any material interest in such business of such shareholder of record and the beneficial owner, if any, on whose behalf the proposal is made, (vi) any other information that is required to be provided by the shareholder pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or any successor provision, in such shareholder’s capacity as a proponent of a shareholder proposal; (vii) a representation that the shareholder intends to appear in person or by proxy at the meeting to propose such other business; and (viii) a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of outstanding capital stock required to adopt or approve the proposal or (2) otherwise to solicit proxies from shareholders in support of such proposal. The provisions of this paragraph (b) shall also govern what constitutes timely notice for purposes of Rule 14a-4(c) under the Exchange Act or any successor provision.

Exhibit 3(b) (continued)

(c) Only such business shall be conducted, and only such proposals shall be acted upon, at a special meeting of shareholders called pursuant to Section 2.02 as shall have been brought before such meeting pursuant to a notice of meeting delivered pursuant to Section 2.04.

(d) No business shall be conducted at a meeting of shareholders except in accordance with this Section 2.01A. The Board of Directors may reject any shareholder proposal submitted for consideration at the meeting which is not made in accordance with the terms of this By-Law or which is not a proper subject for shareholder action in accordance with provisions of applicable law. Alternatively, if the Board of Directors fails to consider the validity of any shareholder proposal, the presiding officer of the meeting shall, if the facts warrant, determine and declare at the meeting that the shareholder proposal was not properly brought before the meeting in accordance with the procedures prescribed by these By-Laws or is not a proper subject for shareholder action in accordance with provisions of applicable law, and if he or she should make that determination, he or she shall so declare at the meeting and any such business or proposal shall not be acted upon.

(e) For purpose of this By-Law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press, Reuters or comparable national news service or in a document publicly filed by the Corporation or other person with the Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Exchange Act. In no event shall the public announcement of a postponement or adjournment of a meeting commence a new time period for the giving of a shareholder’s notice pursuant to this By-Law.

(f) Notwithstanding the foregoing provision of this Section 2.01A, if the shareholder (or a qualified representative of the shareholder) does not appear at the meeting to present such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(g) Notwithstanding the foregoing provisions of this By-Law, a shareholder shall also comply with all applicable requirements of state law and the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees of the Board of Directors, but, in connection with such reports, no new business shall be acted upon at the meeting unless stated, filed and recorded as herein provided. Nothing in the By-Law shall be deemed to affect any rights of shareholders to request inclusion of proposals in, or the Corporation’s right to omit proposals from, the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, or any successor provision.

2.02. Special Meeting. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, and subject to the rights of holders of any class or series of stock of the Corporation that may be authorized, issued and outstanding may be called only by the Chairman of the Board of Directors, the President or the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of shareholders shall be limited to the purpose or purposes stated in the notice.

2.03. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors; provided that the Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “General Corporation Law of Delaware”).

2.04. Notice of Meeting; Waiver of Notice by Shareholders.

(a) Written or printed notice of each meeting of shareholders shall be given by or at the direction of the Secretary or the Chief Executive Officer of the corporation to each shareholder entitled to vote at the meeting, except that (i) it shall not be necessary under any provision of these By-Laws to give notice to any shareholder who properly waives notice, whether before or after the meeting and whether in writing or by electronic transmission or otherwise, and (ii) no notice of an adjourned meeting need be given except when required under Section 2.07 of these By-Laws or by law. Each notice of a meeting shall be given, personally or by mail or, as provided below, by means of electronic transmission, not less than ten (10) nor more than sixty (60) days before the meeting and shall state the time and place of the meeting, or if held by remote communications, the means of remote communication by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, and unless it is the annual meeting, shall state at whose direction or request the meeting is called and the purposes for which it is called. The attendance of any shareholder at a meeting, without protesting at the beginning of the meeting that the meeting is not lawfully called or convened, shall constitute a waiver of notice by him or her. Any previously scheduled meeting of shareholders may be postponed, and (unless the Certificate of Incorporation otherwise provides) any special meeting of shareholders may be canceled, by resolution of the Board of Directors upon public announcement (as defined in Section 2.01A[(e)]) given on or prior to the date previously scheduled for such meeting of shareholders.

Exhibit 3(b) (continued)

(b) Without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to a shareholder may be given by a form of electronic transmission consented to by the shareholder to whom the notice is given. Any such consent shall be revocable by the shareholder by written notice to the Corporation. Any such consent shall be deemed revoked (i) if the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. For purposes of these By-Laws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

(c) Notice shall be deemed given, if mailed, when deposited in the United States mail with postage prepaid, if addressed to a shareholder at his or her address on the Corporation’s records. Notice given by electronic transmission shall be deemed given: (i) if by facsimile, when directed to a number at which the shareholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice; (iii) if by posting on an electronic network together with separate notice to the shareholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (iv) by any other form of electronic transmission, when directed to the shareholder.

(d) An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given, whether by a form of electronic transmission or otherwise, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(e) Any notice to shareholders given by the Corporation shall be effective if given by a single written notice to shareholders who share an address if consented to by the shareholders at that address to whom such notice is given. Any such consent shall be revocable by the shareholder by written notice to the Corporation. Any shareholder who fails to object in writing to the Corporation within 60 days of having been given written notice by the Corporation of its intention to send the single notice so permitted shall be deemed to have consented to receiving such single written notice.

2.05. Record Date for Shareholder Notice and Voting.

(a) For purposes of determining the shareholders entitled to notice of any meeting or to vote thereat, the Board of Directors may fix, in advance, a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting, and in such event only shareholders of record on the date so fixed are entitled to notice and to vote, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the Certificate of Incorporation, by these By-Laws, by agreement or by applicable law.

(b) If the Board of Directors does not so fix a record date, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(c) A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than thirty (30) days from the date set for the original meeting.

(d) The record date for any other lawful purpose shall be as provided in Section 6.09 of these By-Laws.

Exhibit 3(b) (continued)

2.06. List of Shareholders. Not less than ten (10) days prior to the date of any meeting of shareholders, the Secretary of the Corporation shall prepare a complete list of shareholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each shareholder and the number of shares registered in the name of such shareholder; provided, that the Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. For a period of not less than ten (10) days prior to the meeting, the list shall be available during ordinary business hours for inspection by any shareholder for any purpose germane to the meeting. During this period, the list shall be kept either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours, at the principal place of business of the Corporation. If the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to shareholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any shareholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

2.07. Quorum; Required Vote; Adjournment.

(a) The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum is not present or represented at any meeting of the shareholders, then either (i) the person presiding over the meeting or (ii) the shareholders by the vote of the holders of a majority of the voting power of the outstanding stock, present in person or represented by proxy, shall have power to adjourn the meeting in accordance with Section 2.07 of these By-Laws.

(b) When a quorum is present at any meeting, a [majority] of the votes present in person or represented by proxy and entitled to vote on the election of a director shall be sufficient to elect directors, subject to the rights of the holders of any class or series of stock of the Corporation to elect directors under specified circumstances pursuant to the Certificate of Incorporation. On all other matters, the vote of the holders of a majority of the stock having voting power on such matter present in person or represented by proxy shall decide any question brought before such meetings, unless the question is one upon which, by express provision of the laws of the State of Delaware or of the Certificate of Incorporation or these By-Laws, a vote of a greater number or voting by classes is required, in which case such express provision shall govern and control the decision of the question.

(c) If a quorum is initially present, the shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken is approved by a majority of the shareholders initially constituting the quorum.

(d) The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though they had been taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy.

(e) Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time (i) by the vote of the majority of the voting power of the shares represented at that meeting, either in person or by proxy or (ii) pursuant to Section 2.08 of these By-Laws. In the absence of a quorum, no other business may be transacted at that meeting except as provided in Section 2.01A of these By-Laws.

(f) When any meeting of shareholders, either annual or special, is adjourned to another time or place or means of remote communication, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communication, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. However, if a new record date for the adjourned meeting is fixed or if the adjournment is for more than thirty (30) days from the date set for the original meeting, then notice of the adjourned meeting shall be given. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 2.04 of these By-Laws. At any adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting.

Exhibit 3(b) (continued)

2.08. Conduct of Meeting.

(a) Meetings of shareholders shall be presided over by the Chairman of the Board, if any, or in his or her absence, by the Chief Executive Officer, if any, or in his or her absence by a chairman of the meeting, which chairman must be an officer or director of the Corporation and must be designated as chairman of the meeting by the Board of Directors. The Secretary, or in his or her absence an Assistant Secretary, or in his or her absence a person whom the person presiding over the meeting shall appoint, shall act as secretary of the meeting and keep a record of the proceedings thereof.

(b) The Board of Directors shall be entitled to make such rules or regulations for the conduct of meetings of shareholders as it shall deem appropriate. Subject to such rules and regulations of the Board of Directors, if any, the person presiding over the meeting shall have the right and authority to convene and adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of the person presiding over the meeting, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to shareholders of record of the Corporation and their duly authorized and constituted proxies and such other persons as the person presiding over the meeting shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot. The person presiding over the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if the person presiding over the meeting should so determine and declare, any such matter or business shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of shareholders shall not be required to be held in accordance with rules of parliamentary procedure.

2.09 Proxies. Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy filed with the Secretary of the Corporation. A written proxy may be in the form of a telegram, cablegram, or other means of electronic transmission which sets forth or is submitted with information from which it can be determined that the telegram, cablegram, or other means of electronic transmission was authorized by the person. No such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the General Corporation Law of Delaware. A shareholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the secretary of the corporation. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such death or incapacity is received by the Secretary of the Corporation.

2.10. Voting Procedures; Ballots.

(a) The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.06 of these By-Laws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners, and to voting trusts and other voting agreements).

(b) Except as may be otherwise provided in the Certificate of Incorporation, by these By-Laws or as required by law, each shareholder shall be entitled to one vote for each share of capital stock held by such shareholder which has voting power upon the matter in question.

(c) Any shareholder entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or, except when the matter is the election of directors, may vote the remaining shares against the proposal; but if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively or otherwise indicates how the number of shares to be voted affirmatively is to be determined, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares which the shareholder is entitled to vote.

(d) Voting need not be by ballot unless requested by a shareholder at the meeting or ordered by the chairman of the meeting; however, all elections of directors shall be by written ballot, unless otherwise provided in the Certificate of Incorporation; provided, that if authorized by the Board of Directors, a written ballot may be submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the shareholder or proxyholder.

Exhibit 3(b) (continued)

2.11. Inspectors of Elections; Opening and Closing of Polls. Before any meeting of shareholders, the Board of Directors may, and shall if required by law, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or its adjournment and to make a written report thereof. If any person appointed as inspector fails to appear or fails or refuses to act, then the person presiding over the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

Such inspectors shall:

(a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies and ballots;

(b) receive votes and ballots, including, if applicable, votes and ballots submitted by means of electronic transmission;

(c) hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d) determine when the polls shall close;

(e) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector or inspectors;

(f) certify their determination of the number of shares of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots, which certification and report shall specify such other information as may be required by law; and

(g) do any other acts that may be proper to conduct the election.

Each inspector of election shall perform his or her duties impartially, in good faith, to the best of his or her ability and as expeditiously as is practical, and before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector of election with strict impartiality and according to the best of his or her ability. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. In determining the validity and counting of proxies and ballots cast at any meeting of shareholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. If there are three (3) or more inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

2.12. Unanimous Consent Without Meeting. Any action required or permitted by the Certificate of Incorporation or By-Laws or any provision of law to be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III. BOARD OF DIRECTORS

3.01. General Powers and Number. Subject to the provisions of the General Corporation Law of Delaware, the business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the shareholders. Subject to the rights of the holders of any series or class of stock of the Corporation, as set forth in the Certificate of Incorporation, the number of directors of the Corporation shall be determined from time to time by resolution of the Board of Directors in accordance with Article Sixth of the Certificate of Incorporation, but shall consist of not more than ten nor less than three directors.

Exhibit 3(b) (continued)

3.02. Tenure and Qualifications.

(a) The directors who are to be elected at the annual meeting of the shareholders shall be elected by ballot by the holders of shares entitled to vote. Each director shall hold office until the next annual meeting of shareholders and until his or her successor shall have been elected and qualified, or until his or her prior death, resignation or removal. Subject to applicable law and the rights of the holders of any series or class of stock of the Corporation as set forth in the Certificate of Incorporation, a director may be removed from office by affirmative vote of the holders of a majority of the voting power of the outstanding shares entitled to vote for the election of such director, taken at a meeting of shareholders called for that purpose. A director may resign at any time by filing his or her written resignation with the Secretary of the Corporation, including by means of electronic transmission, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Directors need not be residents of the State of Delaware or shareholders of the Corporation. All directors shall be nominated pursuant to Section 3.13 of these By-Laws.

(b) No person who has reached 72 years of age may be elected or appointed to a term of office as a director of the Corporation unless otherwise determined by the Board of Directors. Any director reaching their 72^nd birthday shall continue in office until his or her successor shall have been elected at the next succeeding shareholder meeting at which directors stand for election.

3.03. Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held without other notice than this By-Law immediately after the annual meeting of shareholders, and each adjourned session thereof. The place of such annual meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of regular meetings without other notice than such resolution. If the day fixed for a regular meeting is a legal holiday, the meeting shall be held on the next business day.

3.04. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Secretary or [a majority of the directors in office]. The Chairman of the Board of Directors, President or Secretary calling any special meeting of the Board of Directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them, and if no other place is fixed the place of meeting shall be the principal executive offices of the Corporation. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place of the meetings.

3.05. Notice; Waiver.

(a) Each member of the Board of Directors shall file with the Secretary of the Corporation an address to which mail or telegraphic notices shall be sent, a telephone number to which a telephonic or facsimile notice may be transmitted and, at the sole discretion of a director, such electronic address to which other electronic transmissions may be sent. A notice mailed, telegraphed, telephoned or transmitted by facsimile or other means of electronic transmission in accordance with the instructions provided by the director shall be deemed sufficient notice. Such address or telephone number may be changed at any time and from time to time by a director by giving written notice of such change to the Secretary. Failure on the part of any director to keep an address and telephone number on file with the Secretary (but not including an address for other electronic transmissions) shall automatically constitute a waiver of notice of any regular or special meeting of the Board of Directors which might be held during the period of time that such address and telephone number are not on file with the Secretary. A notice shall be deemed to be mailed when deposited in the United States mail, postage prepaid. A notice shall be deemed to be telegraphed when the notice is delivered to the transmitter of the telegram and either payment or provision for payment is made by the Corporation. Notice shall be deemed to be given by telephone if the notice is transmitted over the telephone to some person (whether or not such person is the director) or message recording device answering the telephone at the number which the director has placed on file with the Secretary. Notice shall be deemed to be given by facsimile or other means of electronic transmission when sent to the telephone number or other address which the director has placed on file with the Secretary.

(b) Notice of the time and place of each special meeting of the Board of Directors shall be given to each director in advance of the time set for such meeting as provided herein; provided, that if the meeting is to be held at the principal executive offices of the Corporation, the notice need not specify the place of the meeting. Notice of a special meeting may be given by any one or more of the following methods and the method used need not be the same for each director being notified:

(i) Written notice sent by mail at least three (3) days prior to the meeting;

Exhibit 3(b) (continued)

(ii) Personal service at least twenty-four (24) hours prior to the time of the meeting;

(iii) Telegraphic notice at least twenty-four (24) hours prior to the time of the meeting, said notice to be sent as a straight full-rate telegram;

(iv) Telephonic notice at least twenty-four (24) hours prior to the time of the meeting; or

(v) Facsimile or other means of electronic transmission at least twenty-four (24) hours prior to the time of the meeting.

Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director.

(c) Whenever any notice is required to be given to any director of the Corporation under the Certificate of Incorporation or By-Laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened, and either (i) such dissent is entered into the minutes of the meeting or (ii) such director shall file such written dissent to such action with the secretary of the meeting and forwards such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Except for amendments to these By-Laws, as provided in Section 9.02, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting and, unless indicated in the notice thereof, any and all business may be transacted at a special meeting.

3.06. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation or these By-Laws, a whole number of directors equal to a majority of the total number of directors as established pursuant to Section 3.01 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting originally scheduled had a quorum then been present, unless the meeting is adjourned for more than twenty-four (24) hours. If the meeting is adjourned for more than twenty-four (24) hours, then notice of the time, date and place of the adjourned meeting shall be given before the adjourned meeting takes place, in the manner specified herein to the directors who were not present at the time of adjournment.

(b) A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

3.07. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the Certificate of Incorporation or these By-Laws.

3.08. Conduct of Meetings; Conference Telephone Meetings. (a) The Chairman of the Board of Directors, and in his or her absence, the Chief Executive Officer if he or she is a director and in his or her absence, the President, if he or she is a director and in his or her absence, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any director or other person present to act as secretary of the meeting.

Exhibit 3(b) (continued)

(b) Any or all members of the Board of Directors or of any committee of the Board of Directors may participate in a meeting of the Board of Directors or of the committee by means of a conference telephone or other communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

3.09. Vacancies. Subject to the rights of the holders of any series or class of stock of the Corporation, as set forth in the Certificate of Incorporation, to elect additional directors under specified circumstances, and unless the Board of Directors otherwise determines, any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors. No decrease in the number of authorized directors shall shorten the term of any incumbent director.

3.10. Compensation. The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, may establish such compensation of all directors for services to the Corporation as directors, officers or otherwise, as the Board of Directors may determine, together with reimbursement of their reasonable expenses, or may delegate such authority to an appropriate committee.

3.11. Committees.

(a) By resolution of the whole Board of Directors, the Corporation has elected pursuant to Section 141(c)(2) of the General Corporation Law of Delaware to be governed by paragraph (2) of Section 141(c) in respect of committees of the Board of Directors.

(b) The Board of Directors by resolution adopted by the affirmative vote of a majority of the whole Board of Directors may designate one or more committees, each committee to consist of [two] or more directors elected by the Board of Directors, which to the extent provided in said resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, shall have and may exercise all the power and authority of the Board of Directors in the management of the business and affairs of the Corporation, except that no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the shareholders, any actions or matters expressly required by the General Corporation Law of Delaware to be submitted to shareholders for approval or (ii) adopting, amending or repealing any By-Law of the Corporation. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent or disqualified member or members at any meeting of such committee, upon request by the Chief Executive Officer or President or upon request by the chairman of such meeting. Each such committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request.

3.12. Unanimous Consent Without Meeting. Any action required or permitted to be taken by the Board of Directors or by any committee of the Board of Directors may be taken without a meeting if all of the members of the Board of Directors or of the committee individually or collectively consent in writing or by electronic transmission to the adoption of a resolution authorizing the action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. The resolution and the written consents or electronic transmission or transmissions by the members of the Board of Directors or the committee shall be filed with the minutes of the proceeding of the Board of Directors or of the committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.13. Nomination By-Law.

(a) Only persons who are nominated in accordance with the procedures set forth in these By-Laws shall be eligible to serve as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of shareholders (i) by or at the direction of the Board of Directors or (ii) in the case of an annual meeting or any special meeting for which the notice of special meeting states that the purpose or one of the purposes of the special meeting is to elect directors at such meeting, by any shareholder of the Corporation who is a shareholder of record both at the time of giving of notice provided for in this By-Law and at the time of the meeting, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice and other requirements set forth in this By-Law.

Exhibit 3(b) (continued)

(b) Nominations by shareholders must be made pursuant to timely notice in writing to the Secretary of the Corporation as hereinafter provided. To be timely, a shareholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation and received by the Secretary (i) in the case of an annual meeting, not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the shareholder to be timely must be so received not earlier than the opening of business on the 120^th day prior to such annual meeting and not later than the close of business on the later of the 90^th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of the meeting is first made, and (ii) in the case of a special meeting at which directors are to be elected, not earlier than the opening of business on the 120^th day prior to such special meeting and not later than the close of business on the later of the 90^th day prior to such special meeting or the tenth day following the day on which public announcement is made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. Such shareholder’s notice to the Secretary shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a director, (A) the name, age, business and residential addresses, and principal occupation or employment of such proposed nominee, (B) the class and number of shares of stock of the Corporation that are beneficially owned by such nominee as of the date of such notice, (C) a description of all arrangements or understandings between the shareholder and such nominee and any other person or persons (naming such persons) pursuant to which the nomination or nominations are to be made by the shareholder, (D) all other information relating to such nominee that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, or any successor provision, and (E) the written consent of each proposed nominee to being named in the proxy statement as a nominee and to serving as a director of the Corporation if elected; (ii) as to the shareholder giving the notice (x) the name and address, as they appear on the Corporation’s stock transfer records, of such shareholder, (y) the class and number of shares of stock of the Corporation which are beneficially owned by such shareholder and also which are owned of record by such shareholder, and (z) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; and (iii) as to the beneficial owner, if any, on whose behalf the nomination is made, (x) the name and address of such person and (y) the class and number of shares of stock of the Corporation which are beneficially owned by such person. The Corporation may require any proposed nominee to furnish any other information it may reasonably require to determine the eligibility of the proposed nominee to serve as a director of the Corporation. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. The provisions of this paragraph (b) shall also govern what constitutes timely notice for purposes of Rule 14a-4(c) under the Exchange Act, or any successor provision, if applicable.

(c) Notwithstanding anything in the second sentence of paragraph (b) of this By-Law to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to and received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.

(d) Subject to the rights, if any, of holders of any class of capital stock of the Corporation (other than the common stock) then outstanding, no person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this By-Law. The Board of Directors may reject any nomination submitted for consideration at the annual or special meeting which is not made in accordance with the terms of this By-Law or which is not valid under applicable law. Alternatively, if the Board of Directors fails to consider the validity of any nomination, the presiding officer of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these By-Laws or is not valid under applicable law, and if he or she should make that determination, he or she shall so declare at the meeting and the defective nomination shall be disregarded.

(e) For purposes of this By-Law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones New Service, Associated Press, Reuters or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act. In no event shall the public announcement of a postponement or adjournment of a special meeting commence a new time period for the giving of a shareholder’s notice pursuant to this By-Law.

Exhibit 3(b) (continued)

(f) Notwithstanding the foregoing provisions of this By-Law, if the shareholder (or a qualified legal representative of the shareholder) does not appear at the meeting of shareholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(g) Notwithstanding the foregoing provisions of this By-Law, a shareholder shall also comply with all applicable requirements of state law and the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in the By-Law.

ARTICLE IV. OFFICERS

4.01. Number. The principal officers of the Corporation shall be a Chief Executive Officer, a President, a Chief Financial Officer, one or more Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents), a Secretary, a Treasurer and a Controller, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors or pursuant to Sections 4.13 or 4.14 of these By-Laws. The Chairman of the Board of Directors (whether or not an officer of the Corporation) shall be chosen from the directors. The other officers may or may not be directors. Any two or more offices may be held by the same person, except the offices of President and Secretary and the offices of President and Vice President. If required by the Board of Directors, any one or more of the officers shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

4.02. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until his successor shall have been duly elected and qualified or until his or her prior death, resignation or removal.

4.03. Resignation and Removal. Any officer may resign at any time by delivering his or her resignation in writing to the Chief Executive Officer, President or Secretary of the Corporation, to take effect at the time specified in the resignation; the acceptance of such resignation, unless required by its terms, shall not be necessary to make it effective. Any officer elected or appointed by the Board of Directors or appointed by an executive officer or by a committee may be removed at any time, with or without cause, by the affirmative vote of majority of the whole Board of Directors, and in the case of an officer appointed by an executive officer or by a committee, by the officer or committee who appointed him or her or by the Chief Executive Officer; provided that any such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

4.04. Vacancies. A vacancy in any office may be filled for the unexpired term in the manner prescribed in Sections 4.01 and 4.02 of these By-Laws for election or appointment to the office.

4.05. Chairman of the Board of Directors. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors and shareholders at which he or she is present and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the Board of Directors. The Board of Directors may specify in a resolution or resolutions that the Chairman of the Board shall not be an officer of the Corporation. The offices of the Chairman of the Board, the Chief Executive Officer and the President may be filled by the same individual.

4.06. Chief Executive Officer. Subject to the control of the Board of Directors, the Chief Executive Officer of the Corporation shall have general supervision and control over the business, property, and affairs of the Corporation and perform such duties as may be assigned to him or her by the Board of Directors. In the absence of the Chairman of the Board, or in the event of his or her death, inability or refusal to act, the Chief Executive Officer shall preside at the meetings of the Board of Directors and shareholders at which he or she is present. He or she may sign and execute all instruments in the name of the Corporation which the Board of Directors has authorized to be executed, except where the execution thereof shall be expressly delegated by the Board of Directors or these By-Laws to another officer or agent of the Corporation, or shall be required by law to be otherwise executed. The Chief Executive Officer shall be an ex-officio member of all standing committees. The offices of the Chief Executive Officer and the President may be filled by the same individual.

Exhibit 3(b) (continued)

4.07. President. Subject to the provisions of Section 4.06, in the absence of the Chief Executive Officer or in the event of his or her death, inability or refusal to act, or in the event for any reason it shall be impractical for him or her to act personally, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The President shall have such powers and be subject to such duties as the Board of Directors may from time to time prescribe. He or she may sign and execute all instruments in the name of the Corporation which the Board of Directors has authorized to be executed, except where the execution thereof shall be expressly delegated by the Board of Directors or these By-Laws to another officer or agent of the Corporation, or shall be required by law to be otherwise executed. The execution of any instrument of the Corporation by the President shall be conclusive evidence, as to third parties, of his or her authority to act in the stead of the Chief Executive Officer.

4.08. Chief Financial Officer. The Chief Financial Officer shall, subject to the control of the Board of Directors, (a) have primary charge and custody of and be responsible for all funds and securities of the Corporation; (b) be responsible for the accounting and financial services of the Corporation; and (c) in general, perform all of the duties and exercise such other authority as from time to time may be delegated or assigned to the Chief Financial Officer by the Chairman of the Board, the Chief Executive Officer, the President or by the Board of Directors.

4.09. The Vice Presidents. Subject to the provisions of Section 4.07, in the absence of the President or in the event of his or her death, inability or refusal to act, or in the event for any reason it shall be impractical for him or her to act personally, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the Chief Executive Officer, the President or the Board of Directors. The execution of any instrument of the Corporation by any Vice President shall be conclusive evidence, as to third parties, of his or her authority to act in the stead of the Chief Executive Officer or the President.

4.10. The Secretary. The Secretary shall: (a) keep the minutes of the meetings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep or arrange for the keeping of a register of the post office or other address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the Chairman of the Board or the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties and exercise such authority as from time to time may be delegated or assigned to him or her by the Chairman of the Board, the Chief Executive Officer or the President or by the Board of Directors.

4.11. The Treasurer. The Treasurer shall, under the general supervision of the Chief Financial Officer, (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Section 5.04 of these By-Laws; and (c) in general perform all of the duties and exercise such other authority as from time to time may be delegated or assigned to the Treasurer by the Chief Financial Officer or by the Board of Directors.

4.12. The Controller. The Controller shall, under the general supervision of the Chief Financial Officer, (a) be in charge of the financial records of the Corporation; (b) be responsible for the accounting and financial services of the Corporation; and (c) in general perform all of the duties and exercise such other authority as from time to time may be delegated or assigned to the Controller by the Chief Financial Officer or by the Board of Directors. The Controller shall at all reasonable times within business hours exhibit the Controller’s books and accounts to any director.

4.13. Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the Chairman of the Board, or the President or a Vice President certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be

delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the Chairman of the Board or the President or the Board of Directors.

Exhibit 3(b) (continued)

4.14. Other Officers and Assistants. The Board of Directors shall have the power to appoint any subordinate officers, including, without limitation, any person to act as assistant to any officer, or agent for the Corporation in his or her stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such subordinate officers or assistant or acting officer or other agent so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he or she is so appointed or to be assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors. The Board of Directors may delegate to any executive officer or to any committee the power to appoint and define the powers and duties of any subordinate officers, agents or employees.

4.15. Salaries. The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation; provided, that the Board of Directors may authorize the Chief Executive Officer or the President to establish the salaries of officers appointed pursuant to Section 4.13 or 4.14 of these By-Laws.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS:

SPECIAL CORPORATE ACTS

5.01 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the Corporation shall be executed in the name of the Corporation by the Chief Executive Officer, the President, the Controller or one of the Vice Presidents and, when necessary or required, the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary shall affix the corporate seal thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

5.02 Loans. No indebtedness for borrowed money shall be contracted on behalf of the Corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

5.03. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.

5.04. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as may be selected by or under the authority of a resolution of the Board of Directors.

5.05. Voting of Securities Owned by This Corporation. Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this Corporation may be voted at any meeting of security holders of such other corporation by the Chief Executive Officer if he or she be present, or in his or her absence, by the President of this Corporation if he or she be present, or in his or her absence by the Controller, the Treasurer or any Vice President of this Corporation who may be present, and (b) whenever in the judgment of the Chief Executive Officer, or in his or her absence, the President, or in his or her absence, the Controller, the Treasurer or any Vice President, it is desirable for this Corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this Corporation, such proxy or consent shall be executed in the name of this Corporation by the Chief Executive Officer, the President, the Controller, the Treasurer or one of the Vice Presidents of this Corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal or counter signature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this Corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this Corporation the same as such shares or other securities might be voted by this Corporation.

Exhibit 3(b) (continued)

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.01. Certificates for Shares; Stock Records.

(a) Certificates representing shares of the Corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors; provided, however, that the Board of Directors may provide by resolution that some or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution, every certificate representing stock of the Corporation shall be, and upon request every holder of uncertificated shares shall be entitled to receive a certificate representing such stock, signed by the Chairman of the Board, or the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, representing the number of shares registered in certificate form.

(b) The Corporation or a transfer agent and/or registrar shall keep stock books in which shall be recorded the number of shares issued, the names and addresses of the owners of the shares, the number owned by them and dates of issue respectively, whether such certificates are represented by certificates or are uncertificated, and the transfers of such shares with the dates of transfer. All certificates for shares shall be consecutively numbered or otherwise identified.

6.02. Facsimile Signatures and Seal. The seal of the Corporation on any certificate for shares may be a facsimile. The certificate shall also be signed by the transfer agent and registrar. The signature of any officer, and either the transfer agent or the registrar, may be facsimile, engraved or printed.

6.03. Signature by Former Officers or Agents. In case any officer, transfer agent or registrar, who has signed or whose facsimile signature has been placed upon any certificate for shares, shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

6.04. Transfers of Shares. Transfers of stock shall be made only on the stock transfer records of the Corporation upon surrender of the certificate or certificates being transferred which certificates shall be properly endorsed for transfer or accompanied by a duly executed stock power, except in the case of uncertificated shares, for which the transfer shall be made only upon receipt of transfer documentation reasonably acceptable to the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except as provided in Section 6.06 of these By-Laws. Prior to valid transfer of shares, the Corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. Where a certificate for shares or an uncertificated share is presented to the Corporation with a request to register for transfer, the Corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate or uncertificated share the necessary endorsements, and (b) the Corporation had no duty to inquire into adverse claims or had discharged any such duty. The Corporation may require reasonable assurance that said endorsements or other transfer materials are genuine and effective and compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors.

6.05. Transfer Agent and Registrar. The Board of Directors may appoint, or authorize one or more officers of the Corporation to appoint, one or more transfer agents and one or more registrars.

6.06. Lost, Destroyed, Stolen or Mutilated Certificates. The owner of any stock of the Corporation shall immediately notify the Corporation of any loss, theft, destruction or mutilation of any certificate therefor, and the Corporation may issue uncertificated shares or a new certificate for stock in the place of any certificate theretofore issued by it and alleged to have been lost, stolen, destroyed, or mutilated and the Board of Directors may, in its discretion, require the owner of the lost, stolen, destroyed or mutilated certificate or his or her legal representatives to give the Corporation a bond in such sum, limited or unlimited, and in such form and with such surety or sureties, as the Board of Directors shall in its uncontrolled discretion determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, destruction or mutilation of any such certificate, or the issuance of any such new certificate or uncertificated shares. The Board of Directors may, however, in its discretion refuse to issue any such new certificate or uncertificated shares except pursuant to legal proceedings under the laws of the State of Delaware in such case made and provided.

Exhibit 3(b) (continued)

6.07 Special Designation on Certificates. If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights or each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each shareholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

6.08. Stock Regulations. The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Delaware as it may deem expedient concerning the issue, transfer and registration of shares of the Corporation.

6.09 Record Date for Purposes Other than Notice and Voting. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted and which shall not be more than sixty (60) days before any such action. In that case, only shareholders of record at the close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date so fixed, except as otherwise provided in the Certificate of Incorporation, by these By-Laws, by agreement or by law. If the Board of Directors does not so fix a record date, then the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the applicable resolution.

ARTICLE VII. INDEMNIFICATION

7.01. Mandatory Indemnification. The Corporation shall, to the full extent permitted by the Delaware Corporation Law, indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of any other corporation or enterprise. Such right of indemnification shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person.

7.02. Permissive Supplementary Benefits. The Corporation may, but shall not be required to, supplement the right of indemnification under Section 7.01 by (a) the purchase of insurance on behalf of any one or more of such persons, whether or not the Corporation would be obligated to indemnify such person Section 7.01, (b) individual or group indemnification agreements with any one or more of such persons and (c) advances for related expenses of such a person.

7.03. Amendment. This Article VII may be amended or repealed only by a vote of the shareholders and not by a vote of the Board of Directors.

ARTICLE IX. AMENDMENTS

9.01. By Shareholders. These By-Laws may be altered, amended or appealed and new By-Laws may be adopted by the shareholders by affirmative vote of the holders of not less than a [two-thirds] of the voting power of the shares issued and outstanding and entitled to vote at any annual or special meeting of the shareholders at which a quorum is in attendance; provided, that written notice of the proposed alteration, amendment, repeal or addition of the new By-Law or By-Laws must be contained in the notice of such meeting.

9.02. By Directors. These By-Laws may also be altered, amended or repealed and new By-Laws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; provided, that written notice of any such proposed action shall have been given to each director prior to such meeting, or that notice of such proposed alteration, amendment, repeal or addition shall have been given at the preceding meeting of the Board of Directors; provided further, that no By-Laws adopted by the shareholders shall be amended or repealed by the Board of Directors if the By-Law so adopted so provides.

Exhibit 3(b) (continued)

9.03. Implied Amendments. Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the By-Laws then in effect but is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the By-Laws so that the By-Laws would be consistent with such action, shall be given the same effect as though the By-Laws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

ARTICLE X. MISCELLANEOUS

10.01 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the General Corporation Law of Delaware shall govern the construction of these By-Laws. Without limiting the generality of this provision, every reference to a majority or other proportion of stock, voting stock or shares shall refer to such majority or other proportion of the votes of such stock, voting stock or shares. Further, the singular number includes the plural, the plural number includes the singular, the term “person” includes both a corporation and a natural person, and the masculine gender includes the feminine gender and vice versa.

10.02 Provisions Additional to Provisions of Law. All restrictions, limitations, requirements and other provisions of these By-Laws shall be construed, insofar as possible, as supplemental and additional to all provisions of law applicable to the subject matter thereof and shall be fully complied with in addition to the said provisions of law unless such compliance shall be illegal.

10.03 Provisions Contrary to Provisions of Law. Any article, section, subsection, subdivision, sentence, clause or phrase of these By-Laws which upon being construed in the manner provided in Section 10.02 hereof, shall be contrary to or inconsistent with any applicable provisions of law, shall not apply so long as said provisions of law shall remain in effect, but such result shall not affect the validity or applicability of any other portions of these By-Laws, it being hereby declared that these By-Laws would have been adopted and each article, section, subsection, subdivision, sentence, clause or phrase thereof, irrespective of the fact that any one or more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal.

EX-10.(S)

Exhibit 10(s)

The following table provides information relating to total compensation amounts paid to directors in 2009:

Director Compensation Table

Name	Year	Fees Earned or Paid in Cash (1)		Stock Awards (2)		Option Awards (3) (4)		Non-Equity Incentive Plan Comp.		Change in Pension Value and Nonqualified Deferred Comp. Earnings		All Other Comp.		Total
Rebecca M. Bergman (5)	2009	$	69,500	$	50,688	$	112,128	$	—	$	—	$	—	$	232,316
David R. Harvey (6)	2009		132,012		—		112,128		—		—		—		244,140
W. Lee McCollum (7)	2009		96,059		50,688		112,128		—		—		—		258,875
Avi M. Nash (8)	2009		80,296		50,688		112,128		—		—		—		243,112
Steven M. Paul (9)	2009		74,437		50,688		112,128		—		—		—		237,253
J. Pedro Reinhard (10)	2009		86,315		50,688		112,128		—		—		—		249,131
Timothy R.G. Sear (11)	2009		72,697		50,688		112,128		—		—		—		235,513
D. Dean Spatz (12)	2009		84,404		50,688		112,128		—		—		—		247,220
Barrett A. Toan (13)	2009		85,000		50,688		112,128		—		—		—		247,816
George M. Church (14)	2009		20,000		—		265,622		—		—		—		285,622

(1) Amounts listed represent payments for meeting attendance and annual retainer, which are described below under “Cash Compensation,” and the reimbursement of travel expenses.

(2) Amounts listed represent the compensation cost for shares of our common stock that were awarded to non-employee directors on January 2, 2009. Each non-employee director as of January 2, 2009 received 1,200 shares of stock with a total fair value of $50,688 on the award date.

(3) Represents the compensation cost of option awards, before reflecting assumed forfeitures, over the requisite service period, as described in Statement of Financial Accounting Standards No. 123(R), “Accounting for Stock-Based Compensation” (FAS 123(R)). Options granted to directors vest over a three-month period. Amounts reflected within the table are different than the amounts recognized in the consolidated financial statements due to the assumed forfeiture rate reflected in the consolidated financial statements.

(4) On May 6, 2009, Ms. Bergman, Drs. Harvey and Paul and Messrs. McCollum, Nash, Reinhard, Sear, Spatz and Toan each received 10,000 options that each had a total grant date fair value of $112,128. On October 2, 2009, Dr. Church received 20,000 options that had a total grant date fair value of $265,622.

(5) As of December 31, 2009, Ms. Bergman had 30,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to her on January 2, 2009.

(6) As of December 31, 2009, Dr. Harvey received $96,269 as part of his employment agreement as Chairman in 2009. On May 5, 2009 Dr. Harvey retired as Chairman, but continued as a Director of the Company. The amount he received is the pro-rata portion earned through his retirement date. As of December 31, 2009, Dr. Harvey had 200,000 option awards outstanding.

(7) As of December 31, 2009, Mr. McCollum had 86,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to him on January 2, 2009.

(8) As of December 31, 2009, Mr. Nash had 50,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to him on January 2, 2009.

(9) As of December 31, 2009, Dr. Paul had 40,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to him on January 2, 2009.

(10) As of December 31, 2009, Mr. Reinhard had 86,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to him on January 2, 2009.

(11) As of December 31, 2009, Mr. Sear had 30,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to him on January 2, 2009.

(12) As of December 31, 2009, Mr. Spatz had 74,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to him on January 2, 2009.

(13) As of December 31, 2009, Mr. Toan had 86,000 option awards outstanding and retained ownership of the 1,200 shares of common stock awarded to him on January 2, 2009.

(14) As of December 31, 2009, Dr. Church had 20,000 option awards outstanding.

Exhibit 10(s) (continued)

Cash Compensation

Directors who are employed by the Company receive no compensation or fees for serving as a director or for attending board or committee meetings. Directors who are not employed by the Company receive cash and stock compensation, as described below.

Except for David R. Harvey and George M. Church, each non-employee director received retainer fees of $50,000 in 2009 for being a member of the Board and its Committees. Dr. Harvey received retainer fees of $25,000. Dr. Church, who was elected to the Board in October 2009, received retainer fees of $12,500 in 2009. In addition, each non-employee director also received a fee for his or her participation in Board and Committee meetings. In May 2009, the Board voted that the Presiding Director will receive $4,000 as compensation for leading the Executive Session portion of each scheduled meeting. The following table provides information related to the meeting fees paid to non-employee directors:

	Board of Directors (1)		Audit Committee (2)		Compensation Committee (3)		Corporate Governance Committee (3)
Participation in person (4)	$	3,000	$	1,000	$	1,000	$	1,000
Participation via conference call	$	1,500	$	500	$	500	$	500

(1) From May 2009 on, the Presiding Director received $4,000 for every scheduled meeting in which he participated.

(2) During 2009, the Audit Committee Chairman received $4,000 for every meeting attended in person and $2,000 for every conference call in which he participated.

(3) During 2009, the Compensation and Corporate Governance Committee Chairmen each received $2,000 for every meeting attended in person and $1,000 for every conference call in which they participated.

(4) Non-employee directors participating in person at meetings also received reimbursement of travel expenses.

Stock Compensation

Pursuant to the Company’s 2003 Long-Term Incentive Plan, the Company currently provides non-employee directors with stock compensation as follows:

• Newly elected directors will be granted options to acquire 20,000 shares of common stock upon the date of his or her initial election to the Board;

• Eligible directors serving on the Board on the day after any annual shareholder meeting, who have served on the Board for at least six months prior to the annual meeting, will be granted options to acquire 10,000 shares of common stock on such date; and

• Each non-employee director is awarded 1,200 shares of common stock on January 1st of each fiscal year.

Nine of the ten existing non-employee directors received options to purchase 10,000 shares of common stock in 2009. Dr. Church received options to purchase 20,000 shares of common stock immediately after being appointed to the Board in October 2009. If elected at the 2010 annual meeting, all ten continuing non-employee directors will receive options to purchase 10,000 shares of common stock the day after the meeting. The option exercise price per share is equal to the fair market value, or the closing stock price, of the common stock on the date the option is granted. No option will vest or may be exercised to any extent until the holder has continually served as a director for at least three months from the date of grant, provided that such options will vest and become exercisable upon termination of service by reason of death, disability or retirement, subject to the terms and conditions of the plan. The options expire ten years from the date of grant.

Except for Dr. Harvey and Dr. Church, each existing non-employee Director received 1,200 shares of common stock on January 2, 2009.

EX-10.(T)

Exhibit 10(t)

INFORMATION CONCERNING EXECUTIVE COMPENSATION

The following table presents details of compensation information previously discussed within the Compensation Discussion and Analysis for the Principal Executive Officer, the Principal Financial Officer and the three other most highly compensated executive officers, based on total compensation in 2009, 2008 and 2007:

Summary Compensation Table

	Year	Salary		Bonus		Stock Awards (1)		Option Awards (2)		Non-equity Incentive Plan Compensation (3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings (4)		All Other Compensation (5)		Total
Jai P. Nagarkatti President, CEO, Chairman	2009 2008 2007	$	750,000 750,000 660,000	$	—   —   —	$	967,000 1,144,800 606,750	$	678,750 1,098,000 951,750	$	384,000 356,625 439,105	$	214,864 79,672 40,069	$	202,168 196,171 195,000	$	3,196,782 3,625,268 2,892,674
Rakesh Sachdev (6) Vice President & CFO	2009 2008		475,000 59,375		250,000 —		508,642 499,975		348,878 499,994		197,600 —		6,492 932		130,678 2,077		1,917,290 1,062,352
Franklin D. Wicks Managing Director, US & Canada; Pres, Research Essentials & Specialties	2009 2008 2007		350,000 350,000 340,000		—   —   —		355,856 286,200 177,980		166,520 269,376 253,800		137,130 122,045 156,570		207,932 45,489 6,544		57,381 44,774 42,810		1,274,819 1,117,884 977,704
David W. Julien President, Supply Chain	2009 2008 2007		340,000 340,000 330,000		—   —   —		355,856 286,200 177,980		166,520 269,376 253,800		138,720 118,558 163,845		125,773 30,256 5,551		50,200 45,269 43,382		1,177,069 1,089,659 974,558
Gilles A. Cottier President, SAFC	2009 2008 2007		300,000 300,000 290,000		—   —   —		305,572 286,200 177,980		166,520 293,524 253,800		122,400 104,610 143,985		23,529 15,219 11,469		53,878 41,191 40,333		971,899 1,040,744 917,567

(1) Amounts listed represent the value of performance awards as of the grant date in each year, based on the targeted value (100%). The maximum value achievable is 150% of the targeted value. Assumptions used in the calculation of these targeted amounts are included in Note 12 “Common Stock” to our consolidated financial statements for 2009 included in our annual report on Form 10-K filed with the SEC on February 10, 2010. The performance shares were granted pursuant to our 2003 LTIP. Dividends are not paid on these performance shares. The ultimate number of shares awarded pursuant to these grants will depend upon our performance over the three-year periods ending December 31, 2009, 2010 and 2011. Shares will be awarded in 2010, 2011 and 2012 after the results for the performance periods have been determined.

(2) Represents the value of option awards at grant date, based on the assumptions used in calculating the value of an option in SFAS 123(R). Assumptions used in the calculation of these amounts are included in Note 12 “Common Stock” to our consolidated financial statements for 2009 included in our annual report on Form 10-K filed with the SEC on February 10, 2010.

(3) Amounts are earned and accrued during the fiscal years indicated and are paid subsequent to the end of the fiscal year pursuant to our cash bonus plan, discussed under the caption “2009 Target Compensation” of the 2010 Proxy Statement.

(4) Amounts represent the change in the present value of accrued benefits under our defined benefit cash pension plan, discussed under the caption “Retirement Security Value Plan (Pension Plan)” of the 2010 Proxy Statement, from December 31, 2008 to December 31, 2009. Effective with the 2008 calendar year, the Company was required to change the plan’s measurement date used for financial reporting purposes from November 30 to December 31. The change in pension values shown for 2009 is the change for the calendar year, rather than for the thirteen months elapsed since the previous plan measurement date. There are no above-market or preferential investment earnings on nonqualified deferred compensation arrangements for any of our named executive officers or any other employees.

(5) Components of this column are described under the caption “All Other Compensation” of the 2010 Proxy Statement.

(6) Mr. Sachdev joined the Company on November 17, 2008. Pursuant to his agreement letter disclosed on November 18, 2008, Mr. Sachdev received the first of two equal payments payable on the first and second anniversary of his employment.

Exhibit 10(t) (continued)

The components of all other compensation for 2009 are as follows:

ALL OTHER COMPENSATION

Name	Year	401(k) Retirement Savings Plan		Supplemental Retirement Plan		Relocation Payments		Personal Use of Company Vehicle /Car Allowance		Total
Jai P. Nagarkatti	2009	$	9,420	$	187,700	$	—	$	5,048	$	202,168
Rakesh Sachdev	2009		9,420		36,000		66,566		18,692		130,678
Franklin D. Wicks	2009		9,420		28,500		—		19,461		57,381
David W. Julien	2009		9,420		27,900		—		12,880		50,200
Gilles A. Cottier	2009		9,420		25,500		—		18,958		53,878

EX-13

Exhibit 13

Selected Financial Data

(Unaudited)

Common Stock Data (per share):

	2009 Price Range				2008 Price Range				Dividends
	High		Low		High		Low		2009		2008
First Quarter	$	43.45	$	31.45	$	60.04	$	47.13	$	0.145	$	0.13
Second Quarter		51.41		36.91		63.04		53.75		0.145		0.13
Third Quarter		55.65		45.80		62.74		50.02		0.145		0.13
Fourth Quarter		56.29		50.31		54.13		34.33		0.145		0.13

The Company’s common stock is traded in the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) Global Select Market. The trading symbol is SIAL.

On January 31, 2010, there were 721 shareholders of record of the Company’s common stock.

Annual Financial Data ($ In Millions, except per share data):

	2009		2008		2007		2006		2005
Net sales	$	2,147.6	$	2,200.7	$	2,038.7	$	1,797.5	$	1,666.5
Net income		346.7		341.5		311.1		276.8		258.3
Per share:
Net income — Basic		2.84		2.70		2.38		2.08		1.90
Net income — Diluted		2.80		2.65		2.34		2.05		1.88
Dividends		0.58		0.52		0.46		0.42		0.38
Cash dividends		70.7		65.4		60.0		55.7		51.3
Total assets		2,713.8		2,556.5		2,629.1		2,334.3		2,131.3
Long-term debt		100.0		200.1		207.0		337.9		283.2
Pension obligations — Long term		50.8		53.1		20.0		29.4		7.7
Post-retirement medical benefit plans		43.0		39.5		36.9		38.5		54.3
Quarterly Financial Data ($ In Millions, except per share data):
			2009 Quarter Ended
			March 31		June 30		Sept. 30		Dec. 31
Net sales			$	519.3	$	522.0	$	533.8	$	572.5
Gross profit				268.6		269.3		265.2		286.8
Net income				84.4		83.6		86.1		92.6
Net income per share — Basic				0.69		0.69		0.71		0.76
Net income per share — Diluted				0.68		0.68		0.70		0.75
			2008 Quarter Ended
			March 31		June 30		Sept. 30		Dec. 31
Net sales			$	569.6	$	580.7	$	540.6	$	509.8
Gross profit				292.2		294.9		277.9		264.9
Net income				84.5		90.8		81.9		84.3
Net income per share — Basic				0.65		0.71		0.65		0.68
Net income per share — Diluted				0.64		0.70		0.64		0.68

All per share and common stock information presented above prior to 2007 has been retroactively adjusted to reflect the December 2006 common stock split.

2009 ANNUAL REPORT SIGMA-ALDRICH    21

Sigma-Aldrich

2009 Financial Report

Table of Contents

Management’s Discussion And Analysis	23
Consolidated Statements of Income	30
Consolidated Balance Sheets	31
Consolidated Statements of Stockholders’ Equity	32
Consolidated Statements of Cash Flows	33
Notes To Consolidated Financial Statements	34
Management’s Report On Internal Control Over Financial Reporting	48
Report Of Independent Registered Public Accounting Firm	48

22    SIGMA-ALDRICH 2009 ANNUAL REPORT

Management’s Discussion And Analysis

($ In Millions, Except Per Share Data)

The following should be read in conjunction with the consolidated financial statements and related notes.

OVERVIEW

Sigma-Aldrich Corporation (“the Company”) is a leading Life Science and High Technology company. The Company develops, manufactures, purchases and distributes the broadest range of high quality chemicals, biochemicals and equipment available throughout the world. These 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. The Company operates in 38 countries, manufacturing 48,000 of the 130,000 chemical products it offers. The Company also offers 40,000 equipment products. The Company sells into over 160 countries, servicing over 92,000 accounts representing over one million individual customers.

The Company has four business units featuring the Research units of Essentials, Specialties and Biotech and the Fine Chemicals unit, SAFC. The units are closely interrelated in their activities and share services such as order entry, billing, technical services, Internet, purchasing and inventory control and share production and distribution facilities. Additionally, these units are supported by centralized functional areas such as finance, human resources, quality, safety and compliance and information technology.

Research Essentials, representing 19% of sales, provides customized, innovative solutions for our economic buyers. Research Specialties, representing 37% of sales, facilitates accelerated research by lab scientists through information and innovation in services and new products. Research Biotech, representing 16% of sales, provides innovative first-to-market products and technologies for the Life Science researcher.

SAFC, representing 28% of sales, supports the manufacturing needs of commercial project managers’ through rapid delivery of custom projects.

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

Highlights of our consolidated results for the year ended ended December 31, 2009, are as follows:

• Sales were $2,147.6, a decrease of 2.4% compared to the same period last year. Excluding the impact of foreign currency exchange rates, which decreased sales by 4.1%, sales increased by 1.7% year over year.

• Gross margin was 50.7%, a decrease of 60 basis points when compared to 2008. Pretax income margin was 22.8%, up from 22.2% in 2008.

• Diluted income per share was $2.80, compared to $2.65, a 5.7% increase when compared to last year.

• Net cash provided by operating activities for the year ended December 31, 2009 was $515.7, an increase of $111.7 from last year.

• Net debt, which includes total debt less cash, declined $273.1 since December 31, 2008.

COMPANY OUTLOOK

The current uncertainty in the global markets reduces future visibility. Demand from several of the Company’s key markets is expected to increase in 2010 from 2009 levels. New program launches, global sales initiatives and market share gains should enable the Company to achieve mid single-digit organic sales growth in 2010. Significant factors that could affect our results and cash flows in fiscal year 2010 include:

• Our performance may be affected by the economic conditions in the U.S. and in other nations where we do business;

• We face significant competition, including changes in pricing;

• Our sales and results of operations are dependent on the research and development spending patterns at pharmaceutical, biotechnology and diagnostic companies, and universities;

• Foreign currency exchange rate fluctuations may adversely affect our business;

• Due to heavy reliance on manufacturing and related operations to produce, package and distribute the products we sell, our business could be adversely affected by disruptions of these operations;

• Changes in worldwide tax rates or tax benefits may impact our tax expense and our profits;

• Our failure to protect our intellectual property may significantly harm our results of operations;

• Our failure to achieve planned cost reductions in global supply chain initiatives; and

• The impact of any restructuring.

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.

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 herein excludes currency, and where indicated, acquisition impacts. While we are able to report currency impacts after the fact, we are unable to estimate changes that may occur in 2010 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 free cash flow, a non-GAAP measure, to judge its performance and ability to pursue opportunities that enhance shareholder value. Management believes this non-GAAP information is useful to investors as well.

2009 ANNUAL REPORT SIGMA-ALDRICH    23

Management’s Discussion And Analysis (continued)

($ In Millions, Except Per Share Data)

The following should be read in conjunction with the consolidated financial statements and related notes.

CRITICAL ACCOUNTING ESTIMATES

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the years presented. Actual results could differ from those estimates under different assumptions or conditions.

The following accounting policies are based on, among other things, judgments and assumptions made by management that include inherent risks and uncertainties. Management’s estimates are based on the relevant information available at the end of each period.

Inventories Inventories are valued at the lower of cost or market. The Company regularly reviews inventories on hand and records a provision for slow-moving and obsolete inventory, inventory not meeting quality standards and inventory subject to expiration. The provision for slow-moving and obsolete inventory is based on current estimates of future product demand, market conditions and related management judgment. Any significant unanticipated changes in future product demand or market conditions that vary from current expectations could have an impact on the value of inventories.

Long-Lived Assets Long-lived assets, including intangibles with definite lives, are amortized over their expected useful lives. Goodwill and other intangibles with indefinite lives are not amortized against earnings. Goodwill is assessed annually for impairment. All long-lived assets are assessed whenever events and changes in business conditions indicate that the carrying amount of an asset may not be fully recoverable. If impairment is indicated, the asset value is written down to its fair market value. Any significant unanticipated changes in business or market conditions that vary from current expectations could have an impact on the fair value of these assets and any potential associated impairment.

Pension and Other Post-Retirement Benefits The determination of the obligation and expense for pension and other post-retirement benefits is dependent on the Company’s selection of certain assumptions used by actuaries to calculate such amounts. Those assumptions are described in Note 14 to the consolidated financial statements and include, among others, the discount rates, expected return on plan assets and rates of increase in compensation and health care costs.

In accordance with U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and therefore, generally affect the recognized expense in such future periods. While the Company believes that the assumptions are appropriate, significant differences in actual experience or significant changes in the assumptions may materially affect the Company’s pension and other post-retirement benefit obligations and the Company’s future expense. A 1% increase in the discount rate assumption would have reduced the net periodic benefit cost by $1.1 for the U.S. plans and $4.4 for the International plans. A 1% reduction in the discount rate assumption would have increased the net periodic benefit cost by $0.8 for the U.S. plans and $5.0 for the International plans. A 1% increase in the expected return on plan assets would have reduced the pension expense by $0.9 for the U.S. plan and $1.4 for the International plans. A 1% reduction in the expected return on plan assets would have increased the pension expense by $0.9 for the U.S. plan and $1.4 for the International plans.

Taxes The Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve. The Company regularly reviews its potential tax liabilities for tax years subject to audit. Changes in the Company’s tax provision and liability occured in 2009, 2008 and 2007 and may occur in the future as its assessments change based on the progress of tax examinations in various jurisdictions and/or changes in worldwide tax regulations. In management’s opinion, adequate provisions for income taxes have been made for all years presented.

Deferred tax assets and liabilities are recognized for the future tax benefits or liabilities attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates would be recognized in income in the period that includes the enactment date. The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance when it believes that such assets may not be recovered, taking into consideration historical operating results, expectations of future earnings, changes in its operations and the expected timing of the reversals of existing temporary differences.

24    SIGMA-ALDRICH 2009 ANNUAL REPORT

Management’s Discussion And Analysis (continued)

($ In Millions, Except Per Share Data)

The following should be read in conjunction with the consolidated financial statements and related notes.

OPERATING RESULTS

Sales Sales decreased by 2.4% in 2009 and increased by 7.9% and 13.4% in 2008 and 2007, respectively. The decline in 2009 was primarily driven by changes in foreign currency exchange rates, which lowered sales by 4.1%, and lower unit volumes driven primarily from the worldwide recession. These declines were partially offset by price increases which increased sales by 4.0%.

The sales growth in 2008 was attributable to unit volume growth, currency benefits and price increases. The currency benefit in 2008 increased sales by 2.7%. The 2008 price increase by the Company improved sales by 2.0%.

Reported sales growth (declines), currency impacts, sales increases from acquisitions and the organic sales changes are as follows:

	Year Ended December 31, 2009
	Reported		Currency Impact		Acquisition		Organic
Research Essentials	(0.8	)%	(4.7	)%	—	%	3.9	%
Research Specialties	(3.7	)	(4.3	)	—		0.6
Research Biotech	—		(3.6	)	—		3.6
Research Chemicals	(2.2	)	(4.3	)	—		2.1
SAFC	(3.1	)	(3.7	)	—		0.6
Total	(2.4	)%	(4.1	)%	—	%	1.7	%
	Year Ended December 31, 2008
	Reported		Currency Benefit		Acquisition		Organic
Research Essentials	7.7	%	2.8	%	—	%	4.9	%
Research Specialties	9.4		3.0		—		6.4
Research Biotech	10.0		3.0		—		7.0
Research Chemicals	9.1		2.9		—		6.2
SAFC	5.2		2.0		0.7		2.5
Total	7.9	%	2.7	%	0.2	%	5.0	%
	Year Ended December 31, 2007
	Reported		Currency Benefit		Acquisition		Organic
Research Essentials	10.0	%	5.0	%	—	%	5.0	%
Research Specialties	12.5		5.0		—		7.5
Research Biotech	9.1		4.5		—		4.6
Research Chemicals	11.1		4.9		—		6.2
SAFC	19.5		4.4		7.6		7.5
Total	13.4	%	4.8	%	2.1	%	6.5	%

2009 Organic sales growth in Research Essentials, Research Specialties, Research Biotech and SAFC for 2009 was 3.9%, 0.6%, 3.6% and 0.6%, respectively.

Research Essentials sales growth was due to increased demand in all world areas with the strongest growth in CAPLA (Canada, Asia Pacific and Latin America). Customer segments primarily driving the unit’s growth were pharmaceutical and academic accounts. A significant contributing factor to the organic growth in this business unit was due to a worldwide shortage of a certain solvent which drove higher prices and volumes during the first half of the year.

Modest growth compared to 2008 in Research Specialties sales was due to decreased demand from the chemistry, commercial labs and diagnostic customer groups, specifically in the U.S. Product groups showing decreased demand compared to 2008 were Chemistry and Lab Equipment. Analytical products growth over the prior year was in the mid single digits.

Research Biotech had sales growth in the mid single digits in Europe and CAPLA, with lower growth rates reflected in the U.S. Product groups contributing the most to this growth were cell signaling and protein assays.

SAFC growth in 2009 was focused in Europe due primarily to increased demand for H1N1 vaccine adjuvants. The U.S. reflected a weakness in the chemical industry segment. Product groups with the best growth compared to 2008 were bioscience and pharmaceutical products, with hitech reflecting the most pressure on demand.

Our initiative to increase e-commerce sales continued to show progress. Web-based sales increased to 45% of total Research sales in 2009 from 42% in 2008.

2008 Organic sales growth in Research Essentials, Research Specialties, Research Biotech and SAFC for 2008 was 4.9%, 6.4%, 7.0% and 2.5%, respectively.

Research Essentials sales growth was due to increased demand in all world areas with the strongest growth in CAPLA. Customer segments primarily driving the unit’s growth were commercial labs and industrial companies.

Research Specialties sales growth was due to gains in biotechnology, hospital and academic accounts. Product initiatives driving this growth were Analytical and Lab equipment. Europe was the strongest driver of growth from a geography perspective.

Research Biotech had its strongest growth in CAPLA followed by the U.S. customer segments. Contributing to this growth were commercial, industrial and diagnostics companies. Molecular biology was the initiative with the best growth over the prior year.

SAFC growth in 2008 was driven by strong demand in biotechnology, diagnostics, commercial labs and academic customer segments. Demand for SAFC products in CAPLA showed the strongest growth over the prior year compared to Europe and the U.S. Hitech was the initiative with the highest growth during 2008.

Our goal to accelerate growth in our non-European International markets was achieved, increasing sales in these markets to approximately 21% of total sales for 2009, an increase of 1% from 2008. In the Company’s focus markets of China, India and Brazil, sales collectively grew organically by 18% for the fourth quarter and full year of 2009 over the prior year levels.

2010 Outlook Modest improvement in market conditions, the ongoing implementation of programs already in place and the addition of new initiatives to enhance our growth over underlying market rates are expected to provide organic sales growth in the mid single-digit range for 2010, excluding any benefit from acquisitions. Sales initiatives include new opportunities in analytical and biology products and exploiting the Company’s broad knowledge of chemistry with more offerings to the high tech market place. Investments are also planned to strengthen the e-commerce channel, expand presence in emerging markets and for selective technology partnerships. This outlook does not include a significant amount of sales from stimulus and other funding by the U.S. and other world governments as the timing and level of funding remains unclear.

2009 ANNUAL REPORT SIGMA-ALDRICH    25

Management’s Discussion And Analysis (continued)

($ In Millions, Except Per Share Data)

The following should be read in conjunction with the consolidated financial statements and related notes.

OPERATING RESULTS (continued)

Gross Profit Margin Gross profit margin was 50.7%, 51.3%, and 50.8% of sales in 2009, 2008 and 2007, respectively. The following table reflects the significant contributing factors to the net change in gross profit margin for the years ended December 31, 2009, 2008 and 2007, respectively, as a percentage of sales compared to the same period in the prior year:

	Year Ended December 31,
Contributing Factors	2009		2008		2007
Favorable pricing	2.2	%	0.9	%	0.6	%
Lower/(higher) manufacturing and distribution costs	1.2		(0.9	)	(1.8	)
Unfavorable product mix and other	(1.8	)	(1.7	)	(0.9	)
(Lower)/higher unit sales volume	(0.3	)	0.4		0.6
Favorable/(unfavorable) currency impact	(1.9	)	1.8		1.1
Net (decline)/improvement in gross profit margin as a percentage of sales	(0.6	)%	0.5	%	(0.4	)%

The decrease in gross profit margin as a percentage of sales of 0.6% in 2009 was primarily due to the impact of changes in foreign currency rates, unfavorable product mix and lower unit volumes. These were partially offset by favorable pricing and lower manufacturing and distribution costs.

The increase in gross profit margin as a percentage of sales of 0.5% in 2008 was primarily due to the impact of changes in foreign currency rates, favorable pricing and higher unit volumes. These were offset by unfavorable product mix and higher manufacturing and distribution costs.

We have various cost containment initiatives underway, including a supply chain initiative, which we expect to continue to provide benefits in 2010. The Company’s supply chain project is a five-year project, which commenced in 2007, expected to improve service and expand margins by up to 150 basis points when complete in 2012. The project is focused on improving how the Company procures goods and services, manages inventory and optimizes its various other supply chain activities. We also expect currency to add a small benefit to the gross profit margin in 2010.

Selling, General and Administrative Expenses Selling, general and administrative expenses were 24.1%, 25.5%, and 25.4% of sales in 2009, 2008 and 2007, respectively. Changes in foreign currency exchange rates increased selling, general and administrative expenses by 30 basis points in 2009 compared to 2008. Decreases in selling, general and administrative expenses in 2009 were driven largely by the Company’s effort to carefully control discretionary spending, including travel and entertainment, catalog and advertising expenses which contributed 0.7% to the overall decrease. The remaining improvement over 2008 levels relates mainly to non-recurring 2008 investment losses and legal settlement costs.

In 2008, investment losses and a legal settlement were the primary drivers of the increase in selling general and administrative expenses representing a 0.5% increase as a percentage of sales from 2007 levels. These amounts were primarily offset by decreases in salaries and wages and legal and professional consulting expenses, aggregating 0.4% of sales.

Restructuring Costs During the year ended December 31, 2009, the Company committed to a plan that includes exit activities at five manufacturing sites in the U.S. and Europe, which are anticipated to occur over the next 12–18 months. These exit activities impact approximately 200 employees and are intended to reduce the Company’s fixed cost structure and better align its global manufacturing and distribution footprint. Additionally, in 2009 the Company initiated a voluntary retirement program that was accepted by approximately 90 eligible U.S. employees as part of its cost reduction and long-term profit enhancement initiatives. In 2009, restructuring costs were $9.2. The Company expects to further reduce its workforce by approximately 100 people, some of which have already occurred in 2010. The remaining reductions will take place over the next twelve months.

The Company expects that the execution of these activities will result in additional pre-tax restructuring costs of approximately $21.8 in the next 12–18 months. Once fully implemented, the Company expects annual savings associated with these activities in a range from $15.0 to $20.0. The Company will continue to pursue actions as needed to reduce its fixed cost structure.

Research and Development Expenses Research and development expenses were 2.9% of sales in 2009, 2008 and 2007. Research and development expenses relate primarily to efforts to add new manufactured products and enhance manufacturing processes. All manufactured products currently account for approximately 65% of total sales.

Interest Expense, Net Net interest expense was $10.0, $14.3, and $22.0 in 2009, 2008 and 2007, respectively. Lower interest rates and debt levels in 2009 reduced net interest expense compared to 2008. Lower interest rates in 2008 reduced net interest expense compared to 2007, partially offset by higher debt levels in 2008.

Income Taxes Income taxes, which include federal, state and international taxes were 29.2%, 30.2%, and 28.9% of pretax income in 2009, 2008 and 2007, respectively. The lower effective tax rate for the full year of 2009 compared to the same period in 2008 is primarily due to the reduction of certain tax contingencies resulting from statute of limitation expirations and audit activity in 2009. The higher effective tax rate for the full year of 2008 compared to the same period in 2007 is primarily due to a decrease in the U.S. manufacturing deduction in 2008.

Our effective tax rate for 2010 is expected to be in the range of 30–31%.

Accounting Changes The Financial Accounting Standards Board (“FASB”) issued Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162 (the “ASC”), in June 2009. Effective for interim and annual periods ended after September 15, 2009, the ASC became the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This statement is not intended to change existing GAAP and as such did not have an impact on the consolidated financial statements of the Company. The Company has updated its references to reflect the ASC.

26    SIGMA-ALDRICH 2009 ANNUAL REPORT

Management’s Discussion And Analysis (continued)

($ In Millions, Except Per Share Data)

The following should be read in conjunction with the consolidated financial statements and related notes.

LIQUIDITY AND CAPITAL RESOURCES

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

	Years Ended December 31,
	2009			2008			2007
Net cash provided by (used in):
Operating activities	$	515.7		$	404.0		$	417.0
Investing activities		(159.5	)		(86.7	)		(149.0	)
Financing activities		(250.3	)		(273.9	)		(212.0	)

Operating Activities Net cash provided by operating activities increased $111.7 or 27.6% in 2009 compared to 2008. This increase relates primarily to reductions in inventory of $108.7 resulting from enhanced inventory management programs that adjusted lead times and safety stock to reduce inventory levels without impacting service.

Net cash provided by operating activities decreased $13.0 or 3.1% in 2008 compared to 2007. This decrease results primarily from higher pension plan contributions and investments in working capital to support current year growth which were partially offset by increased net income and lower tax payments.

Investing Activities Cash used in investing activities increased $72.8 in 2009 from 2008 primarily due to increased investment and technology purchases of $41.9 and increased capital expenditures of $30.0 The primary driver of the technology investment was an increased interest in Sangamo BioSciences, Inc. (See Liquidity and Risk Management Section.). Capital expenditures increased due to the Company’s expansion of its biotech fermentation facility in Israel and its additional manufacturing capacity for viral products and active pharmaceutical ingredients in the U.S.

Cash used in investing activities decreased $62.3 in 2008 as compared to 2007 primarily due to lower levels of acquisition activity. Capital expenditures increased $12.3 from 2007 to $89.9 in 2008 to expand our business information systems and website capabilities, as well as increasing production and warehousing capacity at certain locations. At December 31, 2009, the Company had $107.9 of construction in progress within its consolidated balance sheets, of which the Company expects over 80% to be placed into service during 2010.

For 2010, capital spending is expected to be approximately $130.0.

Financing Activities Cash used in financing activities decreased by $23.6 in 2009 compared to 2008. This decrease was driven by a $354.0 decline in treasury stock purchases. This decrease was partially offset by the increase of $405.2 in net repayments of short-term debt.

In 2008, cash used in financing activities increased $61.9 from 2007. This increase is due primarily to payments for treasury stock purchases of $421.2 compared to $184.3 in 2007, as well as repayment of $90.0 in long-term debt. These cash outflows were partially offset by an increase in short-term debt of $270.5 in 2008 compared to $61.8 in 2007.

Share Repurchases On October 20, 2008, the Board of Directors authorized the repurchase of up to an additional 10.0 million shares under the existing repurchase program, to be available for purchase within three years, bringing the total authorization to 100.0 million shares. At December 31, 2009 and December 31, 2008, the Company had repurchased a total of 93.7 million shares and 92.3 million shares, respectively. There were 121.7 million shares outstanding as of December 31, 2009. The Company expects to continue to offset the dilutive impact of issuing incentive compensation by future repurchases. Further, the Company may repurchase additional shares, but the timing and amount will depend on market conditions and other factors.

Liquidity and Risk Management Liquidity risk refers to the risk that the Company might be unable to meet potential cash outflows promptly and cost effectively. Factors that could cause such risk to arise might be disruption to the securities and credit markets, downgrades in the Company’s credit rating or the unavailability of funds. In addition to the Company’s cash flows from operations, the Company utilizes commercial paper, its credit facilities and long-term debt as funding sources. The Company maintains committed bank lines of credit to support its commercial paper borrowings, term loans and local bank lines of credit to support international operations. Downgrades in the Company’s credit rating or other limitations on the ability to access short-term financing, including the ability to refinance short-term debt as it becomes due, would increase interest costs and adversely affect profitability.

The Company continues to assess the potential impact of recent trends in the global economic environment on its liquidity and overall financial condition, particularly with respect to the Company’s availability of and access to short-term credit, including the market for commercial paper.

Management does not believe that a significant risk exists of commercial paper or other credit becoming unavailable within the next 12 months. Management believes that the Company’s financial condition is such that internal and external resources are sufficient and available to satisfy the Company’s requirements for debt service, capital expenditures, acquisitions, dividends, share repurchases, funding of pension and other post-retirement benefit plan obligations, and working capital presently and for the next 12 months.

The Company has a $450.0 five-year revolving credit facility with a syndicate of banks in the U.S. that supports the Company’s commercial paper program. In October 2009, the Company received a one-year extension for a $30.0 portion of the facility, which extends the maturity of the entire $450.0 to December 11, 2012. At December 31, 2009 and December 31, 2008, the Company did not have any borrowings outstanding under this facility.

In March 2007, the Company entered into a $200.0 seven-year multi-currency European revolving credit facility with a syndicate of banks having a maturity date of March 13, 2014. There were no borrowings outstanding at December 31, 2009 and $135.9 was outstanding at December 31, 2008.

Sigma-Aldrich Korea Limited has a short-term credit facility denominated in Korean Won. Although the reported borrowings of the facility were due and repaid on June 11, 2009, the facility is still available to the Company with a total commitment of 20 billion Korean Won ($17.2) at December 31, 2009. There were no outstanding borrowings under this facility at December 31, 2009.

The Company has other short-term credit facilities denominated in foreign currencies, excluding those mentioned above. Although there were no borrowings under the facilities supporting this debt at December 31, 2009, the facilities are available to the Company with total commitments converted into U.S. Dollars of $25.1 at December 31, 2009.

Long-term debt at December 31, 2009 was $100.0 compared to $200.1 in 2008. This decline was a result of the Company reclassifying $100.0 to short-term debt as it comes due on September 12, 2010. Total debt as a percentage of total capitalization was 25.5% and 34.6% at December 31, 2009 and 2008, respectively. The primary reason for the reduction in the debt to capitalization ratio is due to a $152.4 reduction in total debt during 2009. Total debt at December 31, 2009 was $576.5 compared to $728.9 at December 31, 2008.

For a description of the Company’s material debt covenants, see Notes 5 and 6 to the consolidated financial statements.

On October 5, 2009, the Company announced a major expansion of its existing license agreement with Sangamo BioSciences, Inc. (“Sangamo”) to include the exclusive rights to develop and distribute zinc finger DNA binding protein (“ZFP”)-modified cell lines for commercial production of protein pharmaceuticals and ZFP-engineered transgenic animals for livestock, companion animals and therapeutic protein production. Under this agreement, the Company made initial payments of $20.0 to Sangamo, consisting of an upfront license payment of $15.0 and $5.0 for the purchase of shares of Sangamo common stock. Sangamo is eligible to earn additional contingent commercial license fees of up to $5.0 based on certain conditions and additional contingent milestone payments of up to $25.0 based on cumulative sales.

2009 ANNUAL REPORT SIGMA-ALDRICH    27

Management’s Discussion And Analysis (continued)

($ In Millions, Except Per Share Data)

The following should be read in conjunction with the consolidated financial statements and related notes.

OTHER MATTERS

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

Insurance and Other Contingent Liabilities and Commitments The Company is a defendant in several lawsuits and claims related to the normal conduct of its business, including lawsuits and claims related to product liability and personal injury matters. The Company accrues for such liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. The Company has self-insured retention limits and has obtained insurance to provide coverage above the self-insured limits for product liability and personal injury claims, subject to certain limitations and exclusions. Reserves have been provided to cover expected payments for these self-insured amounts at December 31, 2009.

In one group of lawsuits and claims, the Company, as well as others engaged in manufacturing and distributing similar products, was a defendant in multiple claims alleging injuries from exposure to various chemicals by a limited number of employees of one electronics manufacturer. These claims were filed in three states. A global settlement has been reached for all cases, which has been approved by the court. The settlement is not significant to the Company’s consolidated financial statements.

In another group of lawsuits and claims, the Company provided a product for use in research activities in developing various vaccines at pharmaceutical companies. The Company, together with other manufacturers and distributors offering the same product and several pharmaceutical companies, has been named as a defendant and served in 294 lawsuits, of which 126 lawsuits have been dismissed to date. Several of the outstanding suits have been stayed by various state and federal courts pending a decision on coverage available under a U.S. federal government relief program. No definite date has been set for this decision. In all cases, the Company believes its products in question were restricted to research use and that proper information for safe use of the products was provided to the customer.

In another group of lawsuits and claims, the Company, as well as others engaged in manufacturing and distributing flavoring products, is a defendant in multiple claims alleging personal injuries from exposure to the products. The Company has been named as a defendant and served in 19 lawsuits, 15 of which have been dismissed or settled. These claims have been filed in six states. The Company is vigorously defending its rights to the claims. The Company believes it is covered by insurance for the above matters, subject to its self-insurance retention limits.

A class action complaint was filed against a subsidiary of the Company in the Montgomery County, Ohio Court of Common Pleas related to a 2003 explosion in a column at the Company’s Isotec facility in Miamisburg, Ohio. The case was separated into the following four phases: phase one — existence of liability, phase two — quantification of any compensatory damages, phase three — existence of any punitive damages and phase four — quantification of any punitive damages. Class certification was granted to phases one, three and four, but denied to phase two. Compensatory damages for all plaintiffs must be established before the case can proceed to the punitive damages phases. The Company has accepted responsibility for phase one, existence of liability. The case is currently in the compensatory damages phase, where, because no class status exists, each plaintiff must individually establish actual damages. The initial phase two, compensatory damages trial for 31 plaintiffs was completed on April 27, 2007 with a jury verdict establishing actual damages of approximately two hundred dollars per plaintiff. The plaintiffs filed an appeal staying further action on the case until the appeal has been resolved. The Ohio Court of Appeals reversed the jury’s verdict on compensatory damages. The Ohio Supreme Court has heard oral argument in December 2009, with a decision expected in early 2010. The Company continues to believe it has substantial legal defenses to the allegations, which it will vigorously assert.

The Company believes its reserves and insurance for these and other matters are sufficient to provide for claims outstanding at December 31, 2009. While the outcome of the current claims cannot be predicted with certainty, the possible outcome of the claims is reviewed at least quarterly and reserves adjusted as deemed appropriate based on these reviews. Based on current information available, the Company believes that the ultimate resolution of these matters will not have a material adverse effect on its consolidated financial condition, results of operations or liquidity. Future claims related to the use of these categories of products may not be covered in full by the Company’s insurance program.

At December 31, 2009, there were no other known contingent liabilities that management believes could have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity and there were no material commitments outside of the normal course of business. Material commitments in the normal course of business include notes payable, long-term debt, lease commitments and pension and other post-retirement benefit obligations which are disclosed in Note 5, Note 6, Note 8 and Note 14, respectively, to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

INFLATION

Management recognizes that inflationary pressures may have an adverse effect on the Company through higher asset replacement costs and higher material and other operating costs. The Company tries to minimize these effects through cost reductions and productivity improvements as well as price increases to maintain reasonable profit margins. It is management’s view, however, that inflation has not had a significant impact on operations in the three years ended December 31, 2009.

MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS

The market risk inherent in the Company’s financial instruments and positions represents the potential loss arising from adverse changes in interest rates and foreign currency exchange rates.

Interest Rates At December 31, 2009, the Company’s outstanding debt represents 25.5% of total capitalization. Approximately 35% of the Company’s outstanding debt at December 31, 2009 is at a fixed rate. Cash flows from operations and available credit facilities are sufficient to meet the working capital requirements of the Company. It is management’s view that market risk or variable interest rate risk will not significantly impact the Company’s results of operations.

Foreign Currency Exchange Rates The functional currency of the Company’s international subsidiaries is generally the currency in the respective country of residence of the subsidiary. The translation from the functional currencies to the U.S. dollar for revenues and expenses is based on the average exchange rate during the period. Changes in foreign currency exchange rates have affected and may continue to affect the Company’s revenues, expenses, net income and stockholders’ equity.

The Company transacts business in many parts of the world and is subject to risks associated with changing foreign currency exchange rates. The Company’s objective is to minimize the impact of foreign currency exchange rate changes during the period of time between the original transaction date and its cash settlement.

Accordingly, the Company uses forward exchange contracts to hedge the value of certain receivables and payables denominated in foreign currencies. Gains and losses on these contracts, based on the difference in the contract rate and the spot rate at the end of each month for all contracts still in force, are typically offset either partially or completely by transaction gains and losses, with any net gains and losses included in selling, general and administrative expenses. The market risk of these forward exchange contracts represents the potential loss in fair value of net currency positions at year-end due to an adverse change in foreign currency exchange rates. The Company does not enter into foreign currency contracts for speculative trading purposes. The Company’s policy is to manage the risks associated with existing receivables, payables and commitments.

28    SIGMA-ALDRICH 2009 ANNUAL REPORT

Management’s Discussion And Analysis (continued)

($ In Millions, Except Per Share Data)

The following should be read in conjunction with the consolidated financial statements and related notes.

MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS (continued)

The Company continues to assess the potential impact of recent trends in the global economic environment on the availability of and its access to these forward currency exchange contracts in the open market, as well as the ability of the counterparties to meet their obligations. Given that a majority of the forward exchange contracts are in currencies such as the U.S. dollar, Euro and British pound, management does not believe that a significant risk exists of these forward contracts becoming unavailable in the global marketplace within the next 12 months.

The market risk of the Company’s forward exchange contracts at December 31, 2009, assuming a hypothetical 10% change in foreign currency exchange rates, would be less than $1.1 on income before income taxes.

AGGREGATE CONTRACTUAL OBLIGATIONS

The following table presents contractual obligations of the Company at December 31, 2009:

	Payments due by period
Contractual Obligations	Total		Less than 1 year		1–3 years		3–5 years		More than 5 years
Long-term debt	$	200.0	$	100.0	$	100.0	$	—	$	—
Interest payments related to long-term debt		12.8		9.0		3.8		—		—
Operating lease obligations		127.8		37.0		50.8		24.0		16.0
Purchase obligations(1)		125.0		59.7		42.7		22.3		0.3
Total	$	465.6	$	205.7	$	197.3	$	46.3	$	16.3

(1) Purchase obligations include open purchase orders, long-term service and supply agreements and other contractual obligations.

See Notes 6 and 8 to the consolidated financial statements for additional disclosures related to long-term debt and lease commitments, respectively. See Note 14 to the consolidated financial statements for the Company’s obligations with respect to its pension and post-retirement medical benefit plans. The above table excludes $24.7 of liabilities related to uncertainty in income taxes. See Note 10 to the consolidated financial statements for detail on this obligation.

FORWARD-LOOKING STATEMENTS

Management’s Discussion and Analysis and other sections of this Annual Report to shareholders should be read in conjunction with the consolidated financial statements and notes thereto.

Except for historical information, the statements in this discussion may be deemed to include or incorporate 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 that involve risk and uncertainty, including financial, business environment and projections. These include “outlook” as well as statements that are preceded by, followed by, or that include the words “believes,” “expects,” “plans,” “anticipates,” “should” or similar expressions, and other statements contained herein regarding matters that are not historical facts. Additionally, this Annual Report to shareholders contains forward-looking statements relating to future performance, goals, strategic actions and initiatives and similar intentions and beliefs, including, without limitation, statements regarding the Company’s expectations, goals, beliefs, intentions 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 the Company operations, investments, acquisitions and conditions in the markets the Company serves.

The Company believes these assumptions are reasonable and well founded. The statements in this Annual Report to shareholders 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 Annual Report to shareholders, 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 its products,

(3) fluctuations in foreign currency exchange rates,

(4) changes in research funding and the success of research and development activities,

(5) dependence on uninterrupted manufacturing operations,

(6) changes in the regulatory environment in which the Company operates,

(7) 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,

(8) exposure to litigation including product liability claims,

(9) the ability to maintain adequate quality standards,

(10) reliance on third-party package delivery services,

(11) failure to achieve planned cost reductions in global supply chain initiatives and restructuring actions,

(12) an unanticipated increase in interest rates,

(13) failure of planned sales initiatives in our Research and SAFC businesses,

(14) other changes in the business environment in which the Company operates, and

(15) the outcome of the outstanding matters described in Note 11 – Contingent Liabilities and Commitments – to the consolidated financial statements.

A further discussion of the Company’s risk factors can be found in Item 1A of Part I of the Company’s December 31, 2009 Form 10-K. The Company does not undertake any obligation to update these forward-looking statements.

2009 ANNUAL REPORT SIGMA-ALDRICH     29

Consolidated Statements of Income

($ In Millions, Except Per Share Data)

	Years ended December 31,
	2009		2008		2007
Net sales	$	2,147.6	$	2,200.7	$	2,038.7
Cost of products sold		1,057.7		1,070.8		1,002.7
Gross profit		1,089.9		1,129.9		1,036.0
Selling, general and administrative expenses		518.1		561.6		517.1
Research and development expenses		63.0		64.5		59.3
Restructuring costs		9.2		—		—
Operating income		499.6		503.8		459.6
Interest, net		10.0		14.3		22.0
Income before income taxes		489.6		489.5		437.6
Provision for income taxes		142.9		148.0		126.5
Net income	$	346.7	$	341.5	$	311.1
Weighted average number of shares outstanding — Basic (in millions)		121.9		126.3		130.6
Weighted average number of shares outstanding — Diluted (in millions)		123.7		128.8		133.1
Net income per share — Basic	$	2.84	$	2.70	$	2.38
Net income per share — Diluted	$	2.80	$	2.65	$	2.34

The accompanying notes are an integral part of these statements.

30    SIGMA-ALDRICH 2009 ANNUAL REPORT

Consolidated Balance Sheets

($ In Millions, Except Per Share Data)

	December 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	372.5		$	251.8
Accounts receivable		285.2			269.8
Inventories		609.0			661.8
Deferred taxes		53.3			45.9
Other current assets		63.5			79.9
Total current assets		1,383.5			1,309.2
Property, plant and equipment:
Land		49.0			49.0
Buildings and improvements		694.7			674.6
Machinery and equipment		800.2			757.5
Construction in progress		107.9			41.4
Less — accumulated depreciation		(942.9	)		(862.1	)
Property, plant and equipment, net		708.9			660.4
Goodwill, net		400.7			388.3
Intangibles, net		129.3			120.6
Other assets		91.4			78.0
Total assets	$	2,713.8		$	2,556.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current maturities of long-term debt	$	476.5		$	528.8
Accounts payable		112.4			114.6
Payroll		51.0			58.6
Income taxes		42.2			41.1
Other		59.8			50.8
Total current liabilities		741.9			793.9
Long-term debt		100.0			200.1
Pension and post-retirement benefits		93.9			92.6
Deferred taxes		22.5			18.6
Other liabilities		69.5			72.1
Total liabilities		1,027.8			1,177.3
Stockholders’ equity:
Common stock, $1.00 par value; 300.0 million shares authorized; 201.8 million shares issued at December 31, 2009 and 2008; 121.7 million and 122.1 million shares outstanding at December 31, 2009 and 2008, respectively		201.8			201.8
Capital in excess of par value		152.8			133.0
Common stock in treasury, at cost, 80.0 million and 79.7 million shares at December 31, 2009 and 2008, respectively		(1,983.0	)		(1,935.3	)
Retained earnings		3,230.4			2,954.4
Accumulated other comprehensive income		84.0			25.3
Total stockholders’ equity		1,686.0			1,379.2
Total liabilities and stockholders’ equity	$	2,713.8		$	2,556.5

The accompanying notes are an integral part of these statements.

2009 ANNUAL REPORT SIGMA-ALDRICH    31

Consolidated Statements of Stockholders’ Equity

($ In Millions, Except Per Share Data)

	Common Stock		Capital in Excess of Par Value			Common Stock in Treasury			Retained Earnings			Accumulated Other Comprehensive Income/(Loss)			Total Stockholders’ Equity			Comprehensive Income
Balance, December 31, 2006	$	201.8	$	79.1		$	(1,375.4	)	$	2,424.7		$	80.7		$	1,410.9
Net income		—		—			—			311.1			—			311.1		$	311.1
Other comprehensive income —		—		—			—			—			71.5			71.5			71.5
Foreign currency translation
Pension and Post Retirement		—		—			—			—			8.4			8.4			8.4
Unrealized gain (loss) on securities, net		—		—			—			—			(0.7	)		(0.7	)		(0.7	)
Comprehensive income		—		—			—			—			—			—		$	390.3
Dividends ($.46 per share)		—		—			—			(60.0	)		—			(60.0	)
Shares exchanged for stock options		—		(0.9	)		—			—			—			(0.9	)
Exercise of stock options		—		17.3			24.0			—			—			41.3
Restricted stock grant		—		0.7			1.6			—			—			2.3
Stock-based compensation expense		—		13.5			—			—			—			13.5
Stock repurchases		—		—			(184.3	)		—			—			(184.3	)
Adjustment to initially apply FIN 48		—		—			—			3.5			—			3.5
Balance, December 31, 2007		201.8		109.7			(1,534.1	)		2,679.3			159.9			1,616.6
Net income		—		—			—			341.5			—			341.5		$	341.5
Other comprehensive income —		—		—			—			—			(86.4	)		(86.4	)		(86.4	)
Foreign currency translation
Pension and Post Retirement		—		—			—			—			(42.2	)		(42.2	)		(42.2	)
Unrealized gain (loss) on securities, net		—		—			—			—			(6.0	)		(6.0	)		(6.0	)
Comprehensive income		—		—			—			—			—			—		$	206.9
Adjustment to initially apply the measurement date features of Statement of Financial Accounting Standards No. 158, net of tax		—		—			—			(1.0	)		—			(1.0	)
Dividends ($.52 per share)		—		—			—			(65.4	)		—			(65.4	)
Shares exchanged for stock options		—		(0.6	)		—			—			—			(0.6	)
Exercise of stock options		—		15.0			18.1			—			—			33.1
Restricted stock grant		—		1.6			1.9			—			—			3.5
Stock-based compensation expense		—		7.3			—			—			—			7.3
Stock repurchases		—		—			(421.2	)		—			—			(421.2	)
Balance, December 31, 2008		201.8		133.0			(1,935.3	)		2,954.4			25.3			1,379.2
Net income		—		—			—			346.7			—			346.7		$	346.7
Other comprehensive income —		—		—			—			—			55.4			55.4			55.4
Foreign currency translation
Pension and Post Retirement		—		—			—			—			2.8			2.8			2.8
Unrealized gain (loss) on securities, net		—		—			—			—			0.5			0.5			0.5
Comprehensive income		—		—			—			—			—			—		$	405.4
Dividends ($.58 per share)		—		—			—			(70.7	)		—			(70.7	)
Shares exchanged for stock options		—		(0.9	)		—			—			—			(0.9	)
Exercise of stock options		—		14.5			16.5			—			—			31.0
Restricted stock grant		—		2.1			3.0			—			—			5.1
Stock-based compensation expense		—		6.4			—			—			—			6.4
Stock repurchases		—		—			(67.2	)		—			—			(67.2	)
Minority interest purchase		—		(2.3	)		—			—			—			(2.3	)
Balance, December 31, 2009	$	201.8	$	152.8		$	(1,983.0	)	$	3,230.4		$	84.0		$	1,686.0
Common stock shares issued and common stock shares in treasury are summarized below (in millions):															Common Stock Issued			Common Stock in Treasury
Balance, December 31, 2006																201.8			69.8
Exercise of stock options																—			(1.4	)
Stock repurchases																—			4.0
Balance, December 31, 2007																201.8			72.4
Exercise of stock options																—			(1.0	)
Stock repurchases																—			8.3
Balance, December 31, 2008																201.8			79.7
Exercise of stock options																—			(1.1	)
Stock repurchases																—			1.4
Balance, December 31, 2009																201.8			80.0

The accompanying notes are an integral part of these statements.

32    SIGMA-ALDRICH 2009 ANNUAL REPORT

Consolidated Statements of Cash Flows

($ In Millions)

	Years Ended December 31,
	2009			2008			2007
Cash flows from operating activities:
Net income	$	346.7		$	341.5		$	311.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		92.4			98.6			97.8
Deferred taxes		(6.8	)		18.1			(21.7	)
Stock-based compensation expense		17.0			12.2			19.0
Restructuring costs		9.1			—			—
Loss on investments, net		—			5.3			0.2
Other		3.1			1.7			(2.6	)
Changes in operating assets and liabilities:
Accounts receivable		(8.7	)		(4.0	)		(7.3	)
Inventories		71.2			(37.5	)		(25.2	)
Accounts payable		(5.2	)		(12.2	)		26.8
Income taxes		(5.3	)		(0.1	)		25.0
Pension obligation		(0.3	)		(20.6	)		2.6
Other		2.5			1.0			(8.7	)
Net cash provided by operating activities		515.7			404.0			417.0
Cash flows from investing activities:
Property, plant and equipment additions		(119.9	)		(89.9	)		(77.6	)
Purchases of investments		(25.1	)		(1.1	)		(8.6	)
Proceeds from sale of investments		8.1			11.6			8.8
Acquisitions of businesses, net of cash acquired		(6.0	)		(6.1	)		(67.6	)
Purchases of technology		(19.2	)		(1.3	)		(5.4	)
Other, net		2.6			0.1			1.4
Net cash used in investing activities		(159.5	)		(86.7	)		(149.0	)
Cash flows from financing activities:
Net issuance/(repayment) of short-term debt		(134.7	)		270.5			61.8
Repayment of long-term debt		(6.9	)		(90.0	)		(69.7	)
Payment of dividends		(70.7	)		(65.4	)		(60.0	)
Treasury stock purchases		(67.2	)		(421.2	)		(184.3	)
Exercise of stock options		23.3			23.8			32.4
Excess tax benefits from stock-based compensation		5.9			8.4			7.8
Net cash used in financing activities		(250.3	)		(273.9	)		(212.0	)
Effect of exchange rate changes on cash		14.8			(29.2	)		7.8
Net change in cash and cash equivalents		120.7			14.2			63.8
Cash and cash equivalents at beginning of year		251.8			237.6			173.8
Cash and cash equivalents at end of year	$	372.5		$	251.8		$	237.6
Supplemental disclosures of cash flow information:
Income taxes paid	$	145.4		$	120.2		$	113.9
Interest paid, net of capitalized interest		13.3			23.1			29.6

The accompanying notes are an integral part of these statements.

2009 ANNUAL REPORT SIGMA-ALDRICH    33

Notes To Consolidated Financial Statements

($ In Millions, Except Per Share Data)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations Sigma-Aldrich Corporation (“the Company”) develops, manufactures, purchases and distributes a broad range of high quality biochemicals and organic chemicals throughout the world. These 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.

Principles of Consolidation The consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Financial Instruments The Company has no financial instruments that have a materially different fair value than the respective instrument’s carrying value, except as described in Note 6.

Revenue Revenue, which includes shipping and handling fees billed to customers, is recognized upon transfer of title of the product to the customer, which generally occurs upon shipment to the customer, and is not dependent upon any post-shipment obligations.

Research and Development Expenditures relating to the development of new products and processes, including significant improvements to existing products or processes, are expensed as incurred as research and development.

Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments with original maturities of less than three months.

Property, Plant and Equipment The cost of property, plant and equipment is depreciated over the estimated useful lives of the assets using the straight-line method with lives ranging from three to twelve years for machinery and equipment and fifteen to forty years for buildings and improvements. Depreciation expense was $81.1, $87.1, and $86.1 for the years ended December 31, 2009, 2008 and 2007, respectively. The Company capitalizes interest as part of the cost of constructing major facilities and equipment.

Goodwill Accounting Standards Codification (ASC) Subtopic 350-20 Goodwill requires the Company to assess goodwill for impairment rather than to systematically amortize goodwill against earnings. The goodwill impairment test compares the fair value of a reporting unit to its carrying amount, including goodwill. The Company operates as one reporting unit and its fair value exceeds its carrying value, including goodwill. Therefore, the Company has determined that no impairment of goodwill existed at December 31, 2009 or 2008.

Long-Lived Assets Long-lived assets are reviewed for impairment whenever conditions indicate that the carrying value of assets may not be fully recoverable. Such impairment tests are based on a comparison of the undiscounted cash flows prior to income taxes to the recorded value of the asset. If impairment is indicated, the asset value is written down to its fair market value if readily determinable or its estimated fair value based on discounted cash flows. Any significant unanticipated changes in business or market conditions that vary from current expectations could have an impact on the fair value of these assets and any potential associated impairment.

Foreign Currency Translation Assets and liabilities denominated in foreign currencies are translated at current exchange rates and profit and loss accounts are translated at weighted average exchange rates. Resulting translation gains and losses are included as a separate component of stockholders’ equity in accumulated other comprehensive income or loss.

Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the years presented. Actual results could differ from those estimates under different assumptions or conditions.

Reclassifications The accompanying consolidated financial statements for prior years contain certain reclassifications to conform with the presentation used in 2009.

Effect of New Accounting Standards The Financial Accounting Standards Board (FASB) issued Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162, in June 2009. Effective for interim and annual periods ended after September 15, 2009, the ASC became the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This statement is not intended to change existing GAAP and as such did not have an impact on the consolidated financial statements of the Company. The Company has updated its references to reflect the ASC.

34    SIGMA-ALDRICH 2009 ANNUAL REPORT

Notes To Consolidated Financial Statements (continued)

($ In Millions, Except Per Share Data)

NOTE 2: ALLOWANCE FOR DOUBTFUL ACCOUNTS

Changes in the allowance for doubtful accounts for the years ended December 31, 2009 and 2008 are as follows:

	2009		2008
Balance, beginning of year	$	4.1	$	4.4
Additions to reserves		3.4		1.4
Deductions from reserves		1.0		1.7
Balance, end of year	$	6.5	$	4.1

NOTE 3: INVENTORIES

The principal categories of inventories at December 31, 2009 and 2008 are as follows:

	2009		2008
Finished goods	$	519.6	$	566.9
Work in process		25.8		27.2
Raw materials		63.6		67.7
Total	$	609.0	$	661.8

Inventories are valued at the lower of cost or market. Costs for 74% of inventories are determined using a weighted average actual cost method. Costs for 26% of inventories are determined using the last-in, first-out method. If the value of all last-in, first-out inventories had been determined using the weighted average actual cost method, inventories would have been $2.1, $1.3, and $0.7 higher than reported at December 31, 2009, 2008 and 2007, respectively.

The Company regularly reviews inventories on hand and records a provision for slow-moving and obsolete inventory, inventory not meeting quality standards and inventory subject to expiration. The provision for slow-moving and obsolete inventory is based on current estimates of future product demand, market conditions and related management judgment. Any significant unanticipated changes in future product demand or market conditions that vary from current expectations could have an impact on the value of inventories.

NOTE 4: INTANGIBLE ASSETS

The Company’s amortizable and unamortizable intangible assets at December 31, 2009 and 2008 are as follows:

	Cost				Accumulated Amortization
	2009		2008		2009		2008
Amortizable intangible assets:
Patents	$	13.1	$	16.7	$	6.3	$	6.6
Licenses		38.1		20.1		6.4		5.8
Customer relationships		97.3		95.1		29.9		23.1
Technical knowledge		22.0		21.1		7.5		5.6
Other		12.9		12.5		11.8		11.4
Total amortizable intangible assets	$	183.4	$	165.5	$	61.9	$	52.5
Unamortizable intangible assets:
Goodwill	$	427.0	$	414.2	$	26.3	$	25.9
Trademarks and trade names		15.6		15.4		7.8		7.8
Total unamortizable intangible assets	$	442.6	$	429.6	$	34.1	$	33.7

The Company added $20.5 of acquired amortizable intangible assets during 2009, including adjustments for the finalization of the purchase accounting allocation of various insignificant acquisitions.

The Company recorded amortization expense of $11.4, $11.5, and $11.7, for the years ended December 31, 2009, 2008 and 2007, respectively, related to amortizable intangible assets with estimated useful lives ranging from one to twenty years using a straight-line method. The Company expects to record annual amortization expense for all existing intangible assets in a range from approximately $10.0 to $12.5 from 2010 through 2014.

Changes in net goodwill for the years ended December 31, 2009 and 2008 are as follows:

	2009			2008
Balance, beginning of year	$	388.3		$	420.3
Adjustments associated with acquisitions		(0.3	)		(0.7	)
Impact of foreign exchange rates		12.7			(31.3	)
Balance, end of year	$	400.7		$	388.3

2009 ANNUAL REPORT SIGMA-ALDRICH     35

Notes To Consolidated Financial Statements (continued)

($ In Millions, Except Per Share Data)

NOTE 5: NOTES PAYABLE

Notes payable consists of the following at December 31, 2009 and 2008:

	December 31, 2009				December 31, 2008
	Out- standing		Weighted Average Rate		Out- standing		Weighted Average Rate
Commercial paper(1)	$	376.5	0.2	%	$	378.7	0.5	%
$200.0 European revolving credit facility, due March 13, 2014(2)		—	—			135.9	0.6	%
Sigma-Aldrich Korea limited credit facility, due June 11, 2009(3)		—	—			5.1	6.2	%
Other short-term credit facilities(4)		—	—			2.2	1.5	%
Total notes payable		376.5	0.2	%		521.9	0.6	%
Plus — current maturities of long-term debt		100.0	7.7	%		6.9	5.3	%
Total notes payable and current maturities of long-term debt	$	476.5	1.8	%	$	528.8	0.6	%

(1) The Company has a $450.0 five-year revolving credit facility with a syndicate of banks in the U.S. that supports the Company’s commercial paper program. In October 2009, the Company received a one-year extension for a $30.0 portion of the facility which extends the maturity of the entire $450.0 to December 11, 2012. At December 31, 2009 and December 31, 2008, the Company did not have any borrowings outstanding under this facility. The syndicated facility contains financial covenants that require the maintenance of consolidated net worth of at least $750.0 and a ratio of consolidated debt to total capitalization of no more than 55%. The Company’s consolidated net worth and total consolidated debt as a percentage of total capitalization, as defined in the credit facility, were $1,538.2 and 27.3%, respectively, at December 31, 2009.

(2) Facility contains financial covenants that require the maintenance of consolidated net worth of at least $750.0 and a ratio of consolidated debt to total capitalization of no more than 55.0%. The Company’s consolidated net worth and consolidated debt as a percentage of total capitalization, as defined in the respective agreement, were $1,538.2 and 27.3%, respectively, at December 31, 2009.

(3) Although the reported borrowings of the facility were due and repaid on June 11, 2009, a total commitment of 20 billion Korean Won ($17.2) remains at December 31, 2009. There were no outstanding borrowings under this facility at December 31, 2009.

(4) Although there were no borrowings under the facilities supporting this debt at December 31, 2009, the facilities are available to the Company with total commitments converted into U.S. Dollars of $25.1 at December 31, 2009.

The Company has provided guarantees to financial institutions that are lending to certain subsidiaries for any outstanding borrowings from the European revolving credit facility and the short-term credit facility of the wholly-owned Korean subsidiary. There are no existing events of default that would require the Company to honor these guarantees.

NOTE 6: LONG-TERM DEBT

Long-term debt consists of the following at December 31, 2009 and 2008:

	December 31, 2009					December 31, 2008
	Out- standing			Weighted Average Rate		Out- standing			Weighted Average Rate
Senior notes, due September 12, 2010 (1)	$	100.0		7.7	%	$	100.0		7.7	%
Senior notes, due December 5, 2011(2)		100.0		5.1	%		100.0		5.1	%
Other		—		—			7.0		5.3	%
Total		200.0		6.4	%		207.0		6.4	%
Less — current maturities		(100.0	)	7.7	%		(6.9	)	5.3	%
Total long-term debt	$	100.0		5.1	%	$	200.1		6.4	%

(1) The Company, at its option, may redeem all or any portion of the $100.0 of 7.687% Senior Notes by notice to the holder and by paying a make whole amount to the holder as compensation for loss of future interest income. The note agreement contains financial covenants that require the maintenance of consolidated net worth of at least $750.0, a ratio of consolidated debt to total capitalization of no more than 55.0% and an aggregate amount of all consolidated priority debt of no more than 30.0% of consolidated net worth. Consolidated priority debt includes all unsecured debt of any subsidiary in which the Company owns a majority of the voting shares. The Company’s consolidated net worth, consolidated debt as a percentage of total capitalization and consolidated priority debt as a percentage of total consolidated net worth, as defined in the respective agreement, were $1,538.2, 27.3% and 0.0%, respectively, at December 31, 2009.

(2) The Company, at its option, may redeem all or any portion of the $100.0 of 5.11% Senior Notes by notice to the holder and by paying a make whole amount to the holder as compensation for loss of future interest income. The note agreement contains financial covenants that require a ratio of consolidated debt to total capitalization of no more than 60.0% and an aggregate amount of all consolidated priority debt of no more than 30.0% of consolidated net worth. The Company’s consolidated debt as a percentage of total capitalization and consolidated priority debt as a percentage of total consolidated net worth, as defined in the respective agreement, were 25.5% and 0.0%, respectively, at December 31, 2009.

Total interest expense incurred on short-term and long-term debt, net of amounts capitalized, was $12.3, $21.0, and $28.9 in 2009, 2008, and 2007, respectively.

The fair value of long-term debt, as calculated using the aggregate cash flows from principal and interest payments over the life of the debt, was approximately $205.8 and $221.4 at December 31, 2009 and 2008, respectively, based upon a discounted cash flow analysis using current market interest rates.

36    SIGMA-ALDRICH 2009 ANNUAL REPORT

Notes To Consolidated Financial Statements (continued)

($ In Millions, Except Per Share Data)

NOTE 7: FINANCIAL DERIVATIVES AND RISK MANAGEMENT

The Company transacts business in many parts of the world and is subject to risks associated with changing foreign currency exchange rates. The Company’s objective is to minimize the impact of foreign currency exchange rate changes during the period of time between the original transaction date and its cash settlement. Accordingly, the Company enters into forward currency exchange contracts in order to stabilize the value of certain receivables and payables denominated in foreign currencies. None of the contracts have been designated as hedges for accounting purposes. The Company does not enter into foreign currency transactions for speculative trading purposes.

The principal forward currency exchange contracts are for the Euro, Swiss franc, Israeli shekel, British pound, and Chinese yuan. These contracts are recorded at fair value and are included in other current assets and liabilities. Resulting gains and losses are recorded in selling, general and administrative expenses and are partially or completely offset by changes in the value of related exposures. The duration of the contracts typically does not exceed six months.

The Company continues to assess the potential impact of recent trends in the global economic environment on the availability of and its access to these forward currency exchange contracts in the open market, as well as the ability of the counterparties to meet their obligations. Given that a majority of the forward exchange contracts are in currencies such as the U.S. dollar, Euro and British pound, management does not believe that a significant risk exists of these forward contracts becoming unavailable in the global marketplace within the next 12 months.

The notional amount of open forward exchange contracts at December 31, 2009 and 2008 was $128.1 and $210.1, respectively. The fair value of these contracts was immaterial at December 31, 2009 and 2008.

NOTE 8: LEASE COMMITMENTS

The Company and its subsidiaries lease manufacturing, office and warehouse facilities and computer equipment under non-cancelable operating leases expiring at various dates. Rent expense was $39.3, $41.4, and $36.6 in 2009, 2008 and 2007, respectively. Minimum rental commitments for non-cancelable leases in effect at December 31, 2009, are as follows:

2010	$	37.0
2011		29.0
2012		21.8
2013		13.6
2014		10.4
2015 and thereafter		16.0

NOTE 9: RESTRUCTURING ACTIVITIES

In 2009 the Company committed to a restructuring plan that includes exit activities at five manufacturing sites in the U.S. and Europe. The Company expects to complete these activities over the next 12–18 months. These exit activities impact approximately 200 employees and are intended to reduce the Company’s fixed cost structure and better align its global manufacturing and distribution footprint. Additionally, in 2009 the Company initiated a voluntary retirement program that was accepted by approximately 90 eligible U.S. employees as part of its cost reduction and long-term profit enhancement initiatives. The Company expects to further reduce its workforce by approximately 100 people, some of these actions have already occurred in 2010. The remaining reductions will take place over the next twelve months. Once fully implemented, the Company expects annual savings associated with these activities in a range from $15.0 to $20.0. The Company will continue to pursue actions as needed to reduce its fixed cost structure.

The Company expects that the execution of these activities will result in additional pre-tax restructure costs of approximately $21.8 to be recorded in the next 12-18 months. The following provides a summary of total costs incurred during 2009 and total expected costs associated with these activities by major type of cost:

	Incurred during the year ended December 31, 2009		Total estimated amount expected to be incurred
Employee termination benefits	$	5.5	$	21.0
Other restructuring costs		3.7		10.0
Total restructuring costs	$	9.2	$	31.0

Employee termination benefits primarily include pension and post-retirement benefit plan charges related to the voluntary retirement program, as well as payments to employees impacted by facility exit and other cost reduction activities. Other restructuring costs relate mainly to changes in the expected useful life of the assets impacted by these restructuring activities.

The following is a rollforward of the liabilities associated with the restructuring activities, since the inception of the plan. The liabilities are reported as a component of either other accrued payroll and payroll taxes or other liabilities in the accompanying consolidated balance sheets.

	Employee Termination Benefits			Other Restructuring Costs			Total
Charges	$	5.5		$	3.7		$	9.2
Transferred to pension and other post-retirement benefit plans		(3.7	)		—			(3.7	)
Payments and other adjustments		(0.1	)		(2.9	)		(3.0	)
Balance as of December 31, 2009	$	1.7		$	0.8		$	2.5

For a further description of the impacts to the pension and other post-retirement benefit plans, see Note 14 – Pension and Other Post-Retirement Benefit Plans - to the consolidated financial statements

2009 ANNUAL REPORT SIGMA-ALDRICH     37

Notes To Consolidated Financial Statements (continued)

($ In Millions, Except Per Share Data)

NOTE 10: INCOME TAXES

The components of income before income taxes consisted of the following for the years ended December 31:

	2009		2008		2007
United States operations	$	319.8	$	321.4	$	286.6
International operations		169.8		168.1		151.0
Total income before taxes	$	489.6	$	489.5	$	437.6

The provision for income taxes consists of the following for years ended December 31:

	2009			2008		2007
Current:
Federal	$	95.5		$	91.6	$	86.4
State and local		7.9			7.2		7.4
International		41.5			28.4		65.0
Total current		144.9			127.2		158.8
Deferred:
Federal		(6.1	)		9.4		(18.1	)
State and local		(0.6	)		0.7		(0.5	)
International		4.7			10.7		(13.7	)
Total deferred		(2.0	)		20.8		(32.3	)
Provision for income taxes	$	142.9		$	148.0	$	126.5

The items accounting for the difference between income taxes computed at the U.S. federal statutory rate and the Company’s effective tax rate are as follows for years ended December 31:

	2009		2008		2007
Statutory tax rate	35.0	%	35.0	%	35.0	%
U.S. manufacturing deduction	(1.5	)	(1.3	)	(2.1	)
State and local income taxes, net of federal benefit	1.0		1.0		1.0
Research and development credits	(0.7	)	(0.7	)	(0.8	)
International taxes	(4.3	)	(4.8	)	(4.9	)
Tax audits and unrecognized tax positions	(0.7	)	0.2		—
Other, net	0.4		0.8		0.7
Total effective tax rate	29.2	%	30.2	%	28.9	%

The international taxes benefit is primarily the result of lower statutory tax rates for our international operations and international restructurings. The tax audits and unrecognized tax positions provided a net benefit from statute of limitation expirations and audit activity in 2009.

Undistributed earnings of the Company’s international subsidiaries amounted to approximately $552.0 at December 31, 2009. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to various foreign countries. The Company may periodically make distributions from its international subsidiaries to its U.S. parent. These distributions will only be made at such time that they are deemed to be tax efficient. As such, the Company does not anticipate that distribution will result in any significant increase to its U.S. tax liability above that which has been previously recorded.

Deferred income tax provisions reflect the effect of temporary differences between consolidated financial statement and tax reporting of income and expense items. The net deferred tax assets/liabilities at December 31, 2009 and 2008, respectively, result from the following temporary differences:

	2009			2008
Deferred tax assets:
Inventories	$	41.2		$	32.8
Net operating loss carryforwards		23.3			27.7
Post-retirement benefits and other employee benefits		44.3			39.3
Amortization		22.7			27.8
Pension benefits		15.1			11.4
Other		8.2			5.2
Total deferred tax assets		154.8			144.2
Deferred tax liabilities:
Property, plant and equipment		(80.0	)		(74.8	)
Total deferred tax liabilities		(80.0	)		(74.8	)
Net deferred tax assets (liabilities)	$	74.8		$	69.4

The net operating loss carryforwards relate to international operations. At December 31, 2009, $15.6 of these deferred tax assets expire between 2011 and 2015 and the remainder of these assets have no expiration. The Company believes it will have sufficient taxable income to fully utilize the carryforwards prior to expiration.

Deferred tax assets and liabilities in the preceding table, netted by taxing jurisdiction, are included in the following captions in the Consolidated Balance Sheets at December 31:

	2009			2008
Deferred tax assets	$	53.3		$	45.9
Other assets		44.0			43.6
Other accrued expenses		—			(1.5	)
Deferred tax liabilities		(22.5	)		(18.6	)
Net deferred tax assets (liabilities)	$	74.8		$	69.4

38    SIGMA-ALDRICH 2009 ANNUAL REPORT

Notes To Consolidated Financial Statements (continued)

($ In Millions, Except Per Share Data)

NOTE 10: INCOME TAXES (continued)

Uncertainty in Income Taxes The Company and its subsidiaries file income tax returns for U.S. federal, and for various state, local and international taxes, as applicable. The Company is no longer subject to, with limited exceptions, U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years prior to 2005.

The following table sets forth changes in our total gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31:

	2009			2008			2007
Balance, beginning of year	$	32.2		$	32.1		$	33.5
Tax positions related to current year:
Additions		3.8			4.1			4.4
Reductions		—			(0.2	)		—
Tax positions related to prior year:
Additions		0.6			4.2			0.6
Reductions		(3.6	)		(6.2	)		(4.4	)
Settlements		(2.2	)		(1.8	)		—
Statutes of limitation expirations		(6.1	)		—			(2.0	)
Balance, end of year	$	24.7		$	32.2		$	32.1

At December 31, 2009, 2008, and 2007, respectively, there are $16.3, $19.5 and $20.5 of net unrecognized tax benefits that if recognized would affect the annual effective tax rate.

The Company believes it is reasonably possible that the unrecognized tax benefits at December 31, 2009 may decrease by approximately $4.0 to $5.0 due to audit activity and statute of limitation expirations in several jurisdictions within 12 months of December 31, 2009.

The Company accrues interest related to unrecognized tax benefits, net of tax, and penalties as components of its income tax provision. The Company recognized approximately $0.9 of benefit in 2009, and $0.8 and $0.7 of expense in 2008 and 2007, respectively, related to interest and penalties. The Company had accrued approximately $5.0 and $6.3 for payment of interest, net of tax, and penalties as of December 31, 2009 and 2008, respectively.

NOTE 11: CONTINGENT LIABILITIES AND COMMITMENTS

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

Insurance and Other Contingent Liabilities and Commitments The Company is a defendant in several lawsuits and claims related to the normal conduct of its business, including lawsuits and claims related to product liability and personal injury matters. The Company accrues for such liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. The Company has self-insured retention limits and has obtained insurance to provide coverage above the self-insured limits for product liability and personal injury claims, subject to certain limitations and exclusions. Reserves have been provided to cover expected payments for these self-insured amounts at December 31, 2009.

In one group of lawsuits and claims, the Company, as well as others engaged in manufacturing and distributing similar products, was a defendant in multiple claims alleging injuries from exposure to various chemicals by a limited number of employees of one electronics manufacturer. These claims were filed in three states. A global settlement has been reached for all cases, which has been approved by the court. The settlement is not significant to the Company’s consolidated financial statements.

In another group of lawsuits and claims, the Company provided a product for use in research activities in developing various vaccines at pharmaceutical companies. The Company, together with other manufacturers and distributors offering the same product and several pharmaceutical companies, has been named as a defendant and served in 294 lawsuits, of which 126 lawsuits have been dismissed to date. Several of the outstanding suits have been stayed by various state and federal courts pending a decision on coverage available under a U.S. federal government relief program. No definite date has been set for this decision. In all cases, the Company believes its products in question were restricted to research use and that proper information for safe use of the products was provided to the customer.

In another group of lawsuits and claims, the Company, as well as others engaged in manufacturing and distributing flavoring products, is a defendant in multiple claims alleging personal injuries from exposure to the products. The Company has been named as a defendant and served in 19 lawsuits, 15 of which have been dismissed or settled. These claims have been filed in six states. The Company is vigorously defending its rights to the claims. The Company believes it is covered by insurance for the above matters, subject to its self-insurance retention limits.

A class action complaint was filed against a subsidiary of the Company in the Montgomery County, Ohio Court of Common Pleas related to a 2003 explosion in a column at the Company’s Isotec facility in Miamisburg, Ohio. The case was separated into the following four phases: phase one — existence of liability, phase two — quantification of any compensatory damages, phase three – existence of any punitive damages and phase four — quantification of any punitive damages. Class certification was granted to phases one, three and four, but denied to phase two. Compensatory damages for all plaintiffs must be established before the case can proceed to the punitive damages phases. The Company has accepted responsibility for phase one, existence of liability. The case is currently in the compensatory damages phase, where, because no class status exists, each plaintiff must individually establish actual damages. The initial phase two, compensatory damages trial for 31 plaintiffs was completed on April 27, 2007 with a jury verdict establishing actual damages of approximately two hundred dollars per plaintiff. The plaintiffs filed an appeal staying further action on the case until the appeal has been resolved. The Ohio Court of Appeals reversed the jury’s verdict on compensatory damages. The Ohio Supreme Court has heard oral argument in December 2009, with a decision expected in early 2010. The Company continues to believe it has substantial legal defenses to the allegations, which it will vigorously assert.

The Company believes its reserves and insurance for these and other matters are sufficient to provide for claims outstanding at December 31, 2009. While the outcome of the current claims cannot be predicted with certainty, the possible outcome of the claims is reviewed at least quarterly and reserves adjusted as deemed appropriate based on these reviews. Based on current information available, the Company believes that the ultimate resolution of these matters will not have a material adverse effect on its consolidated financial condition, results of operations or liquidity. Future claims related to the use of these categories of products may not be covered in full by the Company’s insurance program.

At December 31, 2009, there were no other known contingent liabilities that management believes could have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity and there were no material commitments outside of the normal course of business. Material commitments in the normal course of business include notes payable, long-term debt, lease commitments and pension and other post-retirement benefit obligations which are disclosed in Note 5, Note 6, Note 8 and Note 14, respectively, to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

2009 ANNUAL REPORT SIGMA-ALDRICH     39

Notes To Consolidated Financial Statements (continued)

($ In Millions, Except Per Share Data)

NOTE 12: COMMON STOCK

The Company’s 2003 Long-Term Incentive Plan (2003 LTIP), permits the granting of incentive or nonqualified stock options as well as stock appreciation rights, performance shares, restricted stock and other stock-based awards. The 2003 LTIP permits the distribution of up to 11,000,000 shares of the Company’s common stock, subject to increase for any shares forfeited under the other plans after the effective date of the 2003 LTIP. Shares issued under the 2003 LTIP may be authorized and unissued shares or treasury shares. This plan permits the award of non-qualified stock options to those members of the Board of Directors who are not employees of the Company. Under this plan, a non-employee Director will receive an initial option to purchase 20,000 shares of common stock on the date of his or her initial election as a Director. Additional awards of options to purchase 10,000 shares are made to each eligible Director on the day after each annual shareholders’ meeting if the non-employee Director has served on the Board of Directors for at least six months. Under this plan, incentive stock options may only be granted to employees of the Company or its subsidiaries, and a participant may not hold incentive stock options with a fair market value, determined as of the grant date, in excess of $0.1 in the year in which they are first exercisable if this limitation is necessary to qualify the option as an incentive stock option. Incentive and nonqualified stock options may not have an option price of less than the fair market value of the shares at the date of the grant. Options generally become exercisable from three months to three years following the grant date and expire ten years after the grant date. Including shares forfeited or swapped, 3,552,945 shares of the Company’s common stock remain to be awarded at December 31, 2009 under this plan.

As of December 31, 2009, the Company expects $19.9 of unrecognized expense related to nonvested stock-based compensation arrangements granted to be incurred in future periods. This expense is expected to be recognized over a weighted average period of 1.4 years.

Stock-based compensation expense charged against income is included in selling, general and administrative expenses. The stock-based compensation expense for the years ended December 31, 2009, 2008 and 2007 was $17.0, $12.2 and $19.0, respectively. The tax benefit related to this expense was $5.2, $3.1 and $4.1 for the years ended December 31, 2009, 2008 and 2007, respectively.

Stock Options The Company measures the total fair value of options on the grant date using the Black-Scholes option-pricing model. The Company then recognizes each grant’s total cost over the period that the options vest based on its calculated fair value. During the year ended December 31, 2009, the Company granted a total of 457,470 stock options under the 2003 LTIP.

The weighted-average assumptions under the Black-Scholes option-pricing model for stock option grants are as follows:

	2009		2008		2007
Expected term (years)	4.6		4.7		5.9
Expected volatility	28.89	%	19.19	%	25.12	%
Risk-free interest rate	1.82	%	2.72	%	4.68	%
Dividend yield	1.04	%	1.03	%	1.18	%

Expected term — The expected term of the options represents the period of time between the grant date of the options and the time the options are either exercised or forfeited, including an estimate of future forfeitures for outstanding options. In accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 107, the Company has used the “simplified” method for “plain vanilla” options to estimate the expected term of options granted prior to 2008.

Expected volatility — The expected volatility is calculated based on an average of the historical volatility of the Company’s stock price for a period approximating the expected term.

Risk-free interest rate — The risk-free interest rates are based on the U.S. Treasury yield curve in effect at the time of grant and a maturity that approximates the expected term.

Dividend yield — The dividend yield is based on the Company’s authorized quarterly dividend, approved by the Board of Directors during the respective periods noted above, and the Company’s expectation for dividend yields over the expected term.

The following table presents activity for the Company’s stock option plans, including the 2003 LTIP, the Stock Option Plan of 2000, the 1998 Directors’ Non-Qualified Share Option Plan and the Share Option Plan of 1995. A summary of the combined stock option activity and other data for the Company’s stock option plans for the year ended December 31, 2009 is as follows:

	Number of Stock Options		Wtd. Avg. Exercise Price Per Share		Wtd. Avg. Remaining Contractual Life	Aggregate Intrinsic Value
Stock Options outstanding, January 1, 2009	6,576,781		$	31.38
Granted	457,470			40.02
Exercised	(967,756	)		25.28
Forfeited	(55,959	)		40.53
Stock Options outstanding, December 31, 2009	6,010,536			32.93	64.08 months	$	107.5
Stock Options exercisable at December 31, 2009	5,136,751			31.15	58.11 months	$	100.7

The aggregate intrinsic value of options exercised during the years ended December 31, 2009, 2008 and 2007 was $24.5, $35.6, and $31.9, respectively.

The weighted average grant date fair value of options granted during the years ended December 31, 2009, 2008 and 2007 was $9.78, $9.96, and $12.58 per share, respectively.

40    SIGMA-ALDRICH 2009 ANNUAL REPORT

Notes To Consolidated Financial Statements (continued)

($ In Millions, Except Per Share Data)

NOTE 12: COMMON STOCK (continued)

Performance Units Performance Unit awards in 2009, 2008 and 2007 were 396,214; 319,845 and 193,580 units, respectively. The Performance Units awarded in 2009, 2008, and 2007 contain a three-year service period and vest beginning on the grant date and ending on December 31, 2011, 2010 and 2009, respectively. The actual Performance Units awarded are determined at the end of the performance period with possible payouts ranging from 0% to 150% of the target amount based upon the achievement of specified performance criteria. One-half of the awards issued are based upon the Company’s three-year average return on equity ratio calculation and one-half of the awards are based upon the Company’s three-year average sales growth (adjusted for currency, but including acquisitions). Each Performance Unit paid will include one-half share of the Company’s common stock and the cash equivalent of one-half share of the Company’s common stock, except that the Company will direct that any fractional shares of stock be paid in cash. The value of the equity portion of a Performance Unit is equivalent to the closing market price of the Company’s stock on the grant date. The Company expenses the expected cost of the equity portion over the vesting period beginning on the grant date and ending on December 31 of the third subsequent fiscal year. The value of the Performance Unit to be paid in cash is determined based on the closing market price of the Company’s stock at each quarter-end and ratably expensed during the remaining performance period. Therefore, the related stock-based compensation expense will fluctuate with the value of the Company’s stock. The expense for the entire number of Performance Units awarded is dependant upon the probability of achieving the specific financial targets and is recorded ratably over the vesting period.

A summary of the Company’s nonvested Performance Units as of December 31, 2009, and changes during the year then ended, is reflected in the table below. The Weighted Average Grant Date Fair Value includes both the fair value at grant date for the equity portion of the Performance Unit and the fair value of the cash portion of the Performance Unit.

	Number of Performance Units		Wtd. Avg. Grant Date Fair Value
Nonvested Performance Units outstanding, January 1, 2009	434,027		$	47.43
Granted	396,214			38.68
Vested (1)	(122,553	)		45.50
Forfeited (2)	(95,252	)		52.70
Nonvested Performance Units outstanding, December 31, 2009	612,436			47.94

(1) Represents the entire amount of performance units which vested during the year ended December 31, 2009, all of which were outstanding as of December 31, 2009.

(2) Includes the reduction to the number of units for the expected payout based on the specified performance criteria at the end of the performance period, December 31, 2009, for the 2007 and 2008 awards at less than 100%.

The weighted average grant date fair value of performance units granted during the year ended December 31, 2009, 2008, and 2007 was $39.00, $57.24 and $40.45, respectively.

Stock Awards On January 7, 2010 and January 2, 2009 and 2008, each non-employee Director received an additional 1,200 shares of Company stock. The 2010 stock award will be expensed in the first quarter of 2010 based on the fair market value of the Company’s common stock at December 31, 2009. The 2009 stock award was expensed in the first quarter of 2009 based on the fair market value of the Company’s common stock at December 31, 2008. The 2008 stock award was expensed in the first quarter of 2008 based on the fair market value of the Company’s common stock at December 31, 2007.

Restricted Stock Awards On November 17, 2008, the Company issued to certain executives 18,632 shares of restricted stock with a weighted average grant date fair value of $39.58, based on the fair market value of the Company’s common stock at November 17, 2008. These shares will be expensed over a three-year vesting period beginning on the date of grant.

Common Stock Purchase Rights The Company has outstanding one common share purchase right (a “Right”) for each outstanding share of common stock of the Company. Generally, if any person or group acquires 15% or more of the Company’s outstanding voting stock without prior written consent of the Company’s Board of Directors, these Rights become exercisable (except for rights held by the acquiring person). The Rights are currently scheduled to expire in August 2010.

2009 ANNUAL REPORT SIGMA-ALDRICH    41

Notes To Consolidated Financial Statements (continued)

($ In Millions, Except Per Share Data)

NOTE 13: COMPANY OPERATIONS BY BUSINESS UNIT

The Company is organized into four business units featuring the Research units of Essentials, Specialties and Biotech and the Fine Chemicals unit, SAFC, to align the Company with the customers it serves. The business unit structure is the Company’s approach to serving customers and reporting sales rather than any internal division used to allocate resources. Net sales for the Company’s business units are as follows:

	2009		2008		2007
Research Essentials	$	417.5	$	420.9	$	390.7
Research Specialties		793.4		824.1		753.5
Research Biotech		332.3		332.2		302.0
Research Chemicals		1,543.2		1,577.2		1,446.2
SAFC		604.4		623.5		592.5
Total	$	2,147.6	$	2,200.7	$	2,038.7

The Company’s Chief Operating Decision Maker and Board of Directors review profit and loss information on a consolidated basis to assess performance, make overall operating decisions and make resource allocations. The Company’s business units are closely interrelated in their activities and share services such as order entry, billing, technical services, Internet, purchasing and inventory control and share production and distribution facilities. Additionally, these units are supported by centralized functional areas such as finance, human resources, quality, safety and compliance and information technology. Further, the Company’s Chief Operating Decision Maker, Chief Financial Officer and Business Unit Presidents participate in compensation programs which reward performance based upon consolidated Company results for sales growth, operating income growth, return on equity and return on assets. Certain Business Unit Presidents also have a modest component of their compensation program based on their respective business unit sales growth in addition to consolidated sales growth. Based on these factors, the Company concludes that it operates in one segment.

Sales are attributed to countries based upon the location of product shipped. The United States sales to unaffiliated customers presented in the summary below include sales to international markets as follows:

Year	Amount		Year	Amount		Year	Amount
2009	$	34.8	2008	$	31.5	2007	$	30.5

Geographic financial information is as follows:

	2009		2008		2007
Net sales to unaffiliated customers:
United States	$	784.8	$	794.6	$	756.3
United Kingdom		148.2		176.6		212.7
Germany		236.3		232.9		195.5
Other International		978.3		996.6		874.2
Total	$	2,147.6	$	2,200.7	$	2,038.7
Long-lived assets at December 31:
United States	$	472.0	$	440.2	$	466.3
International		284.2		254.6		268.7
Total	$	756.2	$	694.8	$	735.0

NOTE 14: PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS

The Company maintains several retirement plans covering substantially all U.S. employees and employees of certain international subsidiaries. Pension benefits are generally based on years of service and compensation. The Company also maintains post-retirement medical benefit plans covering some of its U.S. employees. Benefits are subject to deductibles, co-payment provisions and coordination with benefits available under Medicare. The Company has made a determination regarding the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) that the prescription drug benefits it provides are actuarially equivalent to the benefits provided under the Act.

42    SIGMA-ALDRICH 2009 ANNUAL REPORT

Notes To Consolidated Financial Statements (continued)

($ In Millions, Except Per Share Data)

NOTE 14: PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (continued)

The following chart summarizes the Consolidated Balance Sheet impact, as well as the benefit obligations, assets and funded status of the pension and post-retirement medical benefit plans:

	Pension Plans												Post-Retirement Medical Benefit Plans
	United States						International
	2009			2008			2009			2008			2009			2008
Reconciliation of funded status of the plans and the amounts included in the Company’s Consolidated Balance Sheets at December 31:
Change in benefit obligations
Beginning obligations	$	108.6		$	99.2		$	180.8		$	186.7		$	41.8		$	38.9
Adjustments due to adoption of FAS 158		—			0.3			—			1.2			—			0.2
Service cost		6.2			5.8			6.6			8.0			1.0			1.0
Interest cost		6.5			6.0			7.6			7.9			2.6			2.4
Plan participant contributions		—			—			2.4			2.6			0.9			0.7
Special termination benefits		3.0			—			—			—			0.7			—
Benefits and expenses paid		(5.8	)		(4.6	)		(5.9	)		(3.1	)		(2.5	)		(2.7	)
Actuarial loss (gain)		30.0	(1)		1.9			4.3			(11.5	)		1.5			1.3
Exchange rate changes		—			—			9.5			(11.0	)		—			—
Ending obligations	$	148.5		$	108.6		$	205.3		$	180.8		$	46.0		$	41.8
Changes in plans assets
Beginning fair value	$	92.3		$	98.9		$	143.6		$	168.3		$	—		$	—
Adjustments due to adoption of FAS 158		—			(0.7	)		—			0.1			—			(0.1	)
Actual return on plan assets		23.0			(31.0	)		19.5			(22.2	)		—			—
Employer contributions		15.8			29.7			9.1			9.2			1.6			2.1
Plan participant contributions		—			—			2.4			2.6			0.9			0.7
Benefits and expenses paid		(5.8	)		(4.6	)		(5.9	)		(3.1	)		(2.5	)		(2.7	)
Exchange rate changes		—			—			9.0			(11.3	)		—			—
Ending fair value	$	125.3		$	92.3		$	177.7		$	143.6		$	—		$	—
Reconciliation of funded status
Funded status	$	(23.2	)	$	(16.3	)	$	(27.6	)	$	(37.2	)	$	(46.0	)	$	(41.8	)
Net Consolidated Balance Sheet asset/(liability)	$	(23.2	)	$	(16.3	)	$	(27.6	)	$	(37.2	)	$	(46.0	)	$	(41.8	)
Amounts recognized in the Consolidated Balance Sheets:
For years after adoption of the funded status provisions of SFAS 158
Noncurrent assets	$	—		$	—		$	0.5		$	—		$	—		$	—
Current liabilities		—			—			(0.4	)		(0.4	)		(3.0	)		(2.3	)
Pension and post-retirement benefits		(23.2	)		(16.3	)		(27.7	)		(36.8	)		(43.0	)		(39.5	)
Net amount recognized	$	(23.2	)	$	(16.3	)	$	(27.6	)	$	(37.2	)	$	(46.0	)	$	(41.8	)
Reconciliation of amounts recognized in the Consolidated Balance Sheets
Initial net (obligation)	$	—		$	—		$	(0.2	)	$	(0.3	)	$	—		$	—
Prior service (cost) credit		(1.1	)		(1.4	)		(0.9	)		(1.1	)		7.4			8.5
Net (loss) gain		(72.3	)		(62.7	)		(28.9	)		(38.4	)		2.5			4.0
Accumulated other comprehensive (loss) income	$	(73.4	)	$	(64.1	)	$	(30.0	)	$	(39.8	)	$	9.9		$	12.5
Accumulated contributions in excess (less than) of net periodic benefit cost		50.2			47.8			2.4			2.6			(55.9	)		(54.3	)
Net amount liability recognized in statement of financial position	$	(23.2	)	$	(16.3	)	$	(27.6	)	$	(37.2	)	$	(46.0	)	$	(41.8	)

(1) Approximately $21.0 of the 2009 actuarial loss relates to increases in the present value, due to a reduction in interest rates, of certain pension benefits provided to a specific group of participants.

2009 ANNUAL REPORT SIGMA-ALDRICH    43

Notes To Consolidated Financial Statements (continued)

($ In Millions, Except Per Share Data)

NOTE 14: PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (continued)

	Pension Plans																		Post-Retirement Medical Benefit Plans
	United States									International
	2009			2008			2007			2009			2008			2007			2009		2008		2007
Changes in plan assets and benefit obligations recognized in other comprehensive income
Net loss (gain) arising during the year	$	14.1		$	41.5		$	(1.4	)	$	(8.4	)	$	21.1		$	(7.8	)	$	1.5	$	1.3	$	(2.3	)
Effect of exchange rates on amounts included in AOCI		—			—			—			1.8			(4.1	)		1.2			—		—		—
Amounts recognized as a component of net periodic benefit cost
Amortization or curtailment recognition of prior service credit (cost)		(0.4	)		(0.5	)		(0.4	)		(0.3	)		(0.3	)		(0.2	)		1.0		1.1		1.0
Amortization or settlement recognition of net gain (loss)		(4.5	)		(1.1	)		(1.0	)		(2.8	)		(0.3	)		(1.3	)		—		0.1		—
Total recognized in other comprehensive loss (income)	$	9.2		$	39.9		$	(2.8	)	$	(9.7	)	$	16.4		$	(8.1	)	$	2.5	$	2.5	$	(1.3	)
Total recognized in net periodic benefit cost and other comprehensive loss (income)	$	22.7		$	45.2		$	1.7		$	0.9		$	23.4		$	0.9		$	5.8	$	4.8	$	1.0
Estimated amounts that will be amortized from accumulated other comprehensive income over the next fiscal year
Initial net (obligation)	$	—		$	—		$	—		$	(0.1	)	$	—		$	—		$	—	$	—	$	—
Prior service (cost) credit		(0.4	)		(0.4	)		(0.4	)		(0.2	)		(0.2	)		(0.3	)		1.0		1.0		1.0
Net (loss) gain		(5.0	)		(4.5	)		(1.1	)		(0.8	)		(2.4	)		(0.3	)		—		—		0.1
Total estimated amortization	$	(5.4	)	$	(4.9	)	$	(1.5	)	$	(1.1	)	$	(2.6	)	$	(0.6	)	$	1.0	$	1.0	$	1.1

The components of the net periodic benefit costs are as follows:

	Pension Plans																		Post-Retirement Medical Benefit Plans
	United States									International
	2009			2008			2007			2009			2008			2007			2009			2008			2007
Service cost	$	6.2		$	5.8		$	5.4		$	6.6		$	8.0		$	8.8		$	1.0		$	1.0		$	1.1
Interest cost		6.5			6.0			5.1			7.6			7.9			6.3			2.6			2.4			2.2
Expected return on plan assets		(7.1	)		(7.9	)		(7.4	)		(6.7	)		(9.5	)		(7.6	)		—			—			—
Amortization		4.9			1.4			1.4			3.2			0.6			1.5			(1.1	)		(1.1	)		(1.0	)
Special termination benefit recognized		3.0			—			—			—			—			—			0.7			—			—
Settlement (gain)/loss		—			—			—			(0.2	)		—			—			—			—			—
Net periodic benefit cost	$	13.5		$	5.3		$	4.5		$	10.5		$	7.0		$	9.0		$	3.2		$	2.3		$	2.3

44    SIGMA-ALDRICH 2009 ANNUAL REPORT

Notes To Consolidated Financial Statements (continued)

($ In Millions, Except Per Share Data)

NOTE 14: PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (continued)

The rate assumptions associated with the pension and post-retirement medical benefit plans to determine benefit obligations and additional year-end information are as follows:

	Pension Plans												Post-Retirement Medical Benefit Plans
	United States						International
	2009			2008			2009			2008			2009			2008
Assumptions to determine benefit obligations
Discount rate		5.65	%		6.35	%		4.40	%		4.16	%		5.85	%		6.25	%
Compensation rate increase		3.60	%		3.60	%		3.13	%		2.98	%		n/a			n/a
Measurement date		Dec-31			Dec-31			Dec-31			Dec-31			Dec-31			Dec-31
Additional year-end information
Accumulated benefit obligation	$	139.3		$	96.8		$	186.6		$	163.1			n/a			n/a
Plans with accumulated benefit obligations in excess of plan assets:
Projected benefit obligation	$	148.5		$	108.6		$	15.3		$	131.9			n/a			n/a
Accumulated benefit obligation		139.3			96.8			12.5			118.1			n/a			n/a
Fair value of plan assets		125.3			92.3			—			96.8			n/a			n/a
Plans with projected benefit obligations in excess of plan assets:
Projected benefit obligation	$	148.5		$	108.6		$	202.9		$	180.8		$	46.0		$	41.8
Fair value of plan assets		125.3			92.3			174.7			143.6			—			—

The rate assumptions associated with the pension and post-retirement medical benefit plans to determine periodic pension costs are as follows:

	Pension Plans												Post-Retirement Medical Benefit Plans
	United States						International
	2009		2008		2007		2009		2008		2007		2009		2008		2007
Discount rate	6.35	%	6.30	%	5.55	%	4.16	%	4.35	%	3.60	%	6.25	%	6.45	%	5.55	%
Expected rate of return on plan assets	8.25	%	8.25	%	8.25	%	4.84	%	5.66	%	5.08	%	n/a		n/a		n/a
Compensation rate increase	3.60	%	3.60	%	3.25	%	2.98	%	3.50	%	3.31	%	n/a		n/a		n/a

The expected employer contributions and benefit payments are shown in the following table for the pension and post-retirement medical benefit plans:

	Pension Plans					Post-Retirement Medical Benefit Plans(1)		Expected Medicare Subsidy Receipts
Cash Flows	Year Ending	United States		International
Expected employer contributions	2010	$	—	$	5.2	$	2.9	n/a
Expected benefit payments for fiscal year ending	2010		22.7		3.8		2.9	0.2
	2011		8.3		4.0		3.0	0.3
	2012		9.4		4.1		3.1	0.3
	2013		10.2		4.4		3.2	0.4
	2014		10.6		4.7		3.3	0.4
	Next 5 years		68.2		28.1		18.2	3.0

(1) Expected payments for Post-Retirement Medical Benefit Plans are shown net of the expected Medicare subsidy receipts.

2009 ANNUAL REPORT SIGMA-ALDRICH     45

Notes To Consolidated Financial Statements (continued)

($ In Millions, Except Per Share Data)

NOTE 14: PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (continued)

Pension Plans For purposes of selecting a discount rate, the present value of the cash flows as of the measurement date is determined using the spot rates from the Mercer Yield Curve, and based on the present values, a single equivalent discount rate is developed. This rate is the single uniform discount rate that, when applied to the same cash flows, results in the same present value of the cash flows as of the measurement date. The plans are assumed to continue in force for as long as the assets are expected to be invested. In estimating the expected long-term rate of return on assets, appropriate consideration is given to historical performance for the major asset classes held or anticipated to be held by the Plan and to current forecasts of future rates of return for those asset classes. Cash flow and expenses are taken into consideration to the extent that the expected return would be affected by them. Because assets are held in qualified trusts, expected returns are not reduced for taxes.

The assets of the pension plans are invested in institutionally acceptable investments to produce a diversified portfolio. The Company believes the investments are sufficiently diversified to maintain a reasonable level of risk without unduly sacrificing return. Target asset allocations and weighted average asset allocations at December 31, 2009 are as follows:

	Target Allocations				Weighted Average Asset Allocations
	U.S. Plans		International Plans		U.S. Plans		International Plans
Equity Securities	75–85	%	38–50	%	69	%	45	%
Real Estate	—		6–12	%	—		9	%
Debt Securities	15–30	%	36–57	%	17	%	39	%
Other	0–10	%	0–10	%	14	%	7	%

Fair Value Measurements at December 31, 2009
Assets	Quoted Prices in Active Markets for Identical Assets (Level 1(1))		Significant Other Observable Inputs (Level 2(2))		Total
Mutual funds	$	—	$	—	$	—
Corporate stocks – common		35.9		—		35.9
Government debt		52.5		—		52.5
Corporate and non-government debt		—		—		—
Real estate		7.4		8.4		15.9
Common/collective trust funds – equity		—		130.8		130.8
Common/collective trust funds – Government debt		—		10.6		10.6
Common/collective trust funds – Corporate and other non-government debt		—		28.1		28.1
Insurance group annuity contracts		—		—		—
Common/collective trust funds – real estate		—		0.4		0.4
Derivatives		—		—		—
Cash and cash equivalents		2.4		23.0		25.4
Other		0.4		3.0		3.4
Total	$	98.7	$	204.3	$	303.0

(1) Level 1 instruments use observable market prices for the identical item in active markets and have the most reliable valuations.

(2) Level 2 instruments are valued through broker/dealer quotation or through market-observable inputs for similar items in active markets.

Investment Strategy The U.S. Plan’s overall investment strategy is to hold a mix of approximately 80% of investments in U.S. and International equities and 20% in bonds. Equities are managed in passive and managed funds across various asset classes. Bond funds contain government and investment-grade bonds.

The trustee has engaged an investment manager for the U.S. Plan that has the responsibility of selecting investment fund managers with demonstrated experience and expertise and funds with demonstrated historical performance meeting the Plan’s investment guidelines.

The UK Plan’s overall investment strategy is to hold a mix of approximately 70% of investments in equities, 42% UK and 28% non-UK equities, and 30% in bonds. Equities are managed in passive and managed funds. Bond funds contain government and investment grade bonds. A small portion of investments are held in insured annuities.

The Swiss fund’s overall target investment strategy is to achieve a mix of 27.5% equities, 54.5% bonds, 15% real estate and 3% other. Equities are invested in large Swiss companies and institutional funds. Bond funds contain government and investment-grade bonds. Real estate holdings are in an institutional real estate fund. The Ireland Plan invests with insurance companies. The investments are in insured arrangements in which a portion have guaranteed annuity rates.

The trustees of the International Plans have engaged institutions that are believed to be reputable to invest the Plans’ assets in funds with demonstrated historical performance and manage the Plans’ assets in accordance with investment guidelines developed by the trustees.

Post-Retirement Medical Benefit Plans For purposes of selecting a discount rate, the present value of the cash flows as of the measurement date is determined using the spot rates from the Mercer Yield Curve, and based on the present values, a single equivalent discount rate is developed. This rate is the single uniform discount rate that, when applied to the same cash flows, results in the same present value of the cash flows as of the measurement date. Assumed health care cost trend rates have a significant effect on the amounts reported for the post-retirement medical benefit plans. Medical costs were assumed to increase at an annual rate of 9% in 2009, decreasing ratably to a growth rate of 4.5% in 2030 and remaining at 4.5% per year thereafter. The effects of a one-percentage point decrease in the assumed health care cost trend rates on the aggregate service and interest cost components and on the post-retirement benefit obligations are decreases of $0.1 and $1.0, respectively. The effects of a one-percentage point increase on the aggregate service and interest cost components and on the post-retirement benefit obligations are increases of $0.1 and $1.3, respectively. Benefits are funded as claims are paid.

401(k) Retirement Savings Plan The Company’s 401(k) retirement savings plan provides retirement benefits to eligible U.S. employees in addition to those provided by the pension plan. The plan permits participants to voluntarily defer a portion of their compensation, subject to Internal Revenue Code limitations. The Company also contributes a fixed amount per year to the account of each eligible employee plus a percentage of the employee’s salary deferral. The Company’s policy is to fully fund this plan. The cost for this plan was $9.4, $9.2, and $8.3 for the years ended December 31, 2009, 2008 and 2007, respectively.

46    SIGMA-ALDRICH 2009 ANNUAL REPORT

Notes To Consolidated Financial Statements (continued)

($ In Millions, Except Per Share Data)

NOTE 15: EARNINGS PER SHARE

A reconciliation of basic and diluted earnings per share, together with the related shares outstanding for the years ended December 31 are as follows:

	2009		2008		2007
Net income available to common shareholders	$	346.7	$	341.5	$	311.1
Weighted average shares ($ In Millions)
Basic shares		121.9		126.3		130.6
Effect of dilutive securities — options outstanding		1.8		2.5		2.5
Diluted shares		123.7		128.8		133.1
Net income per share — Basic	$	2.84	$	2.70	$	2.38
Net income per share — Diluted	$	2.80	$	2.65	$	2.34

Potential common shares of 0.6 and 0.3 million stock options were excluded from the calculation of weighted average shares for the year ended December 31, 2009 and December 31, 2008, respectively, because their effect was considered to be antidilutive.

NOTE 16: SHARE REPURCHASES

At December 31, 2009 and December 31, 2008, the Company had repurchased a total of 93.7 million shares and 92.3 million shares, respectively. On October 20, 2008, the Board of Directors authorized the repurchase of up to an additional 10.0 million shares under the existing repurchase program, to be available for purchase within three years, bringing the total authorization to 100.0 million shares. There were 121.7 million shares outstanding as of December 31, 2009. The Company expects to continue to offset the dilutive impact of issuing incentive compensation by future repurchases. Further, the Company may repurchase additional shares, but the timing and amount will depend on market conditions and other factors.

NOTE 17: ACCUMULATED OTHER COMPREHENSIVE INCOME

Components of accumulated other comprehensive income, net of tax are as follows:

	Foreign Currency Translation Adjustment			Unrealized Gain (Loss) on Securities			Pension and Post-Retirement Benefit Plans			Accumulated Other Comprehensive Income
Balance, December 31, 2006	$	107.3		$	4.1		$	(30.7	)	$	80.7
Current period change		71.5			(0.7	)		8.4			79.2
Balance, December 31, 2007		178.8			3.4			(22.3	)		159.9
Current period change		(86.4	)		(6.0	)		(42.2	)		(134.6	)
Balance, December 31, 2008		92.4			(2.6	)		(64.5	)		25.3
Current period change		55.4			0.5			2.8			58.7
Balance, December 31, 2009	$	147.8		$	(2.1	)	$	(61.7	)	$	84.0

The 2009 activity for unrealized loss on securities is net of tax of $0.3. The 2009 pension and post-retirement benefit plans activity is net of tax of $3.1. Deferred taxes are not provided on foreign currency translation adjustment.

NOTE 18: SUBSEQUENT EVENTS

The Company has evaluated events and transactions subsequent to December 31, 2009 through February 10, 2010, the date the financial statements were filed with the SEC as part of this Form 10-K. No events required recognition in the consolidated financial statements or disclosures by the Company.

2009 ANNUAL REPORT SIGMA-ALDRICH    47

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in the Securities Exchange Act Rule 13a–15 (f)). Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control-Integrated Framework. Our management has concluded that, as of December  31, 2009, our internal control over financial reporting is effective based on these criteria.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders

Sigma-Aldrich Corporation:

We have audited the accompanying consolidated balance sheets of Sigma-Aldrich Corporation and subsidiaries (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2009. We also have audited the Company’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with generally accepted auditing standards as established by the Auditing Standards Board (United States) and in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also include performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sigma-Aldrich Corporation and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in note 10 to the consolidated financial statements, effective January 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standard No. 109 (ASC 740).

/s/ KPMG LLP

St. Louis, Missouri

February 9, 2010

48    SIGMA-ALDRICH 2009 ANNUAL REPORT

EX-21

Exhibit 21

SIGMA-ALDRICH CORPORATION

SUBSIDIARIES

Sigma-Aldrich Corporation (Delaware), the Registrant:

1) Sigma-Aldrich Co. (Illinois)

(A) Sigma-Aldrich Israel, Ltd. (Israel)

(B) Aldrich Chemical Company, Inc. (Delaware)

(1) Aldrich-APL, LLC

(C) Sigma-Aldrich B.V. (Netherlands)

(1) Sigma-Aldrich Chemie Holding GmbH (Germany)

(a) Sigma-Aldrich Chemie GmbH (Germany)

(b) Sigma-Aldrich Produktions GmbH (Germany)

(c) Sigma-Aldrich Biochemie Verwaltungs GmbH (Germany)

i. Sigma-Aldrich Biochemie GmbH (Germany)

a. Sigma-Aldrich Laborchemikalien GmbH (Germany)

(D) Sigma-Aldrich Verwaltungs GmbH (Germany)

(E) Sigma-Aldrich Grundsteucks GmbH & Co. KG (Germany)¹

(F) Sigma-Aldrich Holding S.a.r.l. (France)²

(1) Aldrich Chemical Foreign Holding LLC³

(a) Sigma-Aldrich Chimie SNC (France)

i. Sigma-Aldrich Chimie S.a.rl. (France)

(2) Sigma Chemical Foreign Holding LLC³

(G) Supelco, Inc. (Delaware)

(H) Sigma-Aldrich Biotechnology Holding Co., Inc. (Missouri)

(I) Sigma-Aldrich Biotechnology Investment LLC (Missouri)

(1) Sigma-Aldrich Biotechnology LP (Missouri) ⁴

(J) Sigma-Genosys of Texas, Inc. (Texas)

(1) Sigma-Genosys Holdings LLC (Missouri)

(a) Sigma-Genosys LP (Texas)⁵

(K) Sigma-Aldrich Business Holdings, Inc. (Delaware)

(1) Sigma-Aldrich Research Biochemicals, Inc. (Massachusetts)

(L) Sigma-Aldrich Lancaster, Inc. (Missouri)

(1) Techcare Systems, Inc. (California)

(M) KL Acquisition Corp (Missouri)

(1) Chemical Trade, Limited (Russia)

(2) MedChem, Limited (Russia)

(a) SAF-LAB (Russia)

(3) Sigma-Aldrich Rus (Russia)

(N) Sigma-Aldrich China, Inc. (Missouri)

(O) Sigma-Aldrich Logistik GmbH (Germany)

(P) Sigma-Aldrich Manufacturing, LLC (Missouri)

2) Sigma-Aldrich, Inc. (Wisconsin)

(A) ChemNavigator.com, LLC

(B) Sigma-Aldrich Quimica Brasil Ltda. (Brazil)⁶

Exhibit 21 (continued)

3) Sigma-Aldrich Finance Co. (Missouri)

4) Sigma-Aldrich (Switzerland) Holding AG (Switzerland)

(A) Sigma-Aldrich Chemie GmbH (Switzerland)

(1) Sigma-Aldrich Production GmbH (Switzerland)

(B) Sigma-Aldrich N.V./S.A. (Belgium)

(1) Sigma-Aldrich Chemie B.V. (Netherlands)

(C) Sigma-Aldrich Italia S.r.l. (Italy)

(1) Sigma-Aldrich S.r.l. (Italy)

(2) Sigma-Aldrich Handels GmbH (Austria)

(D) Sigma-Aldrich (Shanghai) Trading Co. Ltd. (China)

(E) Sigma-Aldrich Denmark A/S (Denmark)

(F) Sigma-Aldrich Finland Oy (Finland)

(G) Sigma-Aldrich Norway AS (Norway)

(H) Sigma-Aldrich Sweden AB (Sweden)

(I) Sigma-Aldrich Hong Kong Holding Limited (Hong Kong)

(1) Sigma-Aldrich (Wuxi) Life Science & Technology Co., Ltd. (China)

(J) Sigma-Aldrich Quimica Ltda. (Chile)

5) Sigma-Aldrich Company, Ltd. (UK)

(A) SAFC Biosciences Limited (UK)

(B) Epichem Group Ltd. (UK)

(1) SAFC Hitech Ltd. (UK)

(2) SAFC Hitech Taiwan Co., Ltd. (Taiwan)

(3) SAFC Hitech (Shanghai) Chemical Co. Ltd. (China)

6) Sigma-Aldrich Foreign Holding Co. (Missouri)

(A) Sigma-Aldrich spol. s.r.o. (Czech Republic)

(B) Sigma-Aldrich (O M) Ltd. (Greece)

(C) Sigma-Aldrich Kft (Hungary)

(D) Sigma-Aldrich Financial Services Limited (Ireland)

(E) Sigma-Aldrich Sp. z.o.o. (Poland)

(F) Sigma-Aldrich Quimica S.A. (Spain)

(G) Sigma-Aldrich de Argentina S.A. (Argentina)⁷

(H) Sigma-Aldrich Oceania Pty. Limited (Australia)

(1) Sigma-Aldrich Pty., Limited (Australia)

(a) SAFC Biosciences Pty. Ltd. (Australia)

(2) Sigma-Aldrich Australia General Partnership (Australia)⁸

(a) Sigma-Aldrich New Zealand Ltd. (New Zealand)

(I) Sigma-Aldrich Canada Ltd. (Canada)

(J) Sigma-Aldrich Chemicals Private Ltd. (India)

(K) Sigma-Aldrich Japan KK (Japan)⁹

(L) Sigma-Aldrich Holding Ltd. (Korea)

(1) Sigma-Aldrich Korea Ltd. (Korea)

(M) Sigma-Aldrich Quimica S.A. de C.V. (Mexico)

(N) Sigma-Aldrich Pte. Ltd. (Singapore)

(1) Sigma-Aldrich (M) Sdn. Bhd. (Malaysia)

(O) Sigma-Aldrich Pty. Ltd. (South Africa)

(P) Silverberry Limited (Ireland)

(1) Shrawdine Limited (Ireland)

(a) Sigma-Aldrich Ireland Ltd. (Ireland)

7) Sigma-Aldrich Insurance Company Ltd. (Bermuda)

8) SAFC, Inc. (Wisconsin)

9) SAFC-JRH Holding Company, Inc. (Delaware)

(A) SAFC Biosciences, Inc. (Delaware)

Exhibit 21 (continued)

10) SAFC Carlsbad, Inc. (California)

11) SAFC Hitech, Inc. (Delaware)

¹ Ownership interest in Sigma-Aldrich Grunsteucks Verwaltungs GmbH & Co. KG (Germany) is Sigma-Aldrich Co.- 95% and Sigma-Aldrich Chemie Verwaltungs GmbH- 5%

² Ownership interest in Sigma-Aldrich Holding France S.a.r.l. (France) is Sigma-Aldrich (Switzerland) Holding AG —57.46% and Sigma-Aldrich Co. – 42.54%

³ Ownership interest in Sigma-Aldrich Chimie SNC is Aldrich Chemical Foreign Holding LLC - 77% and Sigma Chemical Foreign Holding LLC- 23%

⁴ Ownership interest in Sigma-Aldrich Biotechnology LP is Sigma-Aldrich Biotechnology Investment LLC- 99% and Sigma-Aldrich Biotechnology Holding Co.- 1%

⁵ Ownership interest in Sigma-Genosys LP is Sigma-Genosys Holdings LLC- 99% and Sigma-Genosys of Texas, Inc.- 1%

⁶ Ownership interest in Sigma-Aldrich Brasil Ltda. (Brazil) is Sigma-Aldrich, Inc. – 93.3% and Sigma-Aldrich Foreign Holding Co. – 6.7%

⁷ Ownership interest in Sigma-Aldrich de Argentina SA is Sigma-Aldrich Foreign Holding Co. – 95% and Sigma-Aldrich, Inc. – 5%

⁸ Ownership interest in Sigma-Aldrich Australia General Partnership (Australia) is Sigma-Aldrich Oceania Pty. Ltd. – 99% and Sigma-Aldrich Pty. Ltd. – 1%

⁹ Ownership interest in Sigma-Aldrich Japan KK (Japan) is Sigma-Aldrich Foreign Holding Co. – 78.9% and Sigma-Genosys of Texas, Inc. 21.1%

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Sigma-Aldrich Corporation:

We consent to the incorporation by reference in the registration statement (No. 333 74163) on Form S 3 and registration statements (Nos. 333-49912, 33-24415, 33-62541, 333-64661, 333-30528, and 333 105033) on Form S-8 of Sigma-Aldrich Corporation (the Company) of our report dated February 9, 2010, with respect to the consolidated balance sheets of Sigma-Aldrich Corporation as of December 31, 2009 and 2008, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2009, and the effectiveness of internal control over financial reporting as of December 31, 2009, which report appears in the December 31, 2009 annual report on Form 10 K of Sigma-Aldrich Corporation.

As discussed in note 10 to the consolidated financial statements, effective January 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standard No. 109 (ASC 740).

/s/ KPMG

St. Louis, Missouri

February 9, 2010

EX-31.1

Exhibit 31.1

CEO FORM 10-K CERTIFICATION

I, Jai P. Nagarkatti, certify that:

1. I have reviewed this annual report on Form 10-K of Sigma-Aldrich Corporation;

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

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

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

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

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

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

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

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

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

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

Date: February 10, 2010

/s/ Jai P. Nagarkatti

Jai P. Nagarkatti

Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CFO FORM 10-K CERTIFICATION

I, Rakesh Sachdev, certify that:

1. I have reviewed this annual report on Form 10-K of Sigma-Aldrich Corporation;

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

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

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

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

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

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

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

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

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

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

Date: February 10, 2010

/s/ Rakesh Sachdev

Rakesh Sachdev

Senior Vice President , Chief Financial Officer and Chief Administrative Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Sigma-Aldrich Corporation (the “Company”) on Form 10-K for the period ending December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jai P. Nagarkatti, Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ Jai P. Nagarkatti

Jai P. Nagarkatti

Chairman, President and Chief Executive Officer

Sigma-Aldrich Corporation

February 10, 2010

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Sigma-Aldrich Corporation (the “Company”) on Form 10-K for the period ending December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rakesh Sachdev, Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ Rakesh Sachdev

Rakesh Sachdev

Senior Vice President, Chief Financial Officer and Chief Administrative Officer

Sigma-Aldrich Corporation

February 10, 2010