10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

(Mark one)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedMarch 31, 2014

OR

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

For the transition period from to

Commission File Number: 0-8135

SIGMA-ALDRICH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	43-1050617
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3050 Spruce Street, St. Louis, Missouri	63103
(Address of principal executive offices)	(Zip Code)
(Registrant's telephone number, including area code):	(314) 771-5765
N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes   X     No

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

Large accelerated filer X	Accelerated filer
Non-accelerated filer(Do not check if a smaller reporting company)	Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   No   X  

There were 118,841,567 shares of the Company's common stock, par value $1.00 per share, outstanding on March 31, 2014.

Table of Contents

		Page
	Glossary	ii
Part I	Financial Information
Item 1.	Financial Statements.	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	22
Item 4.	Controls and Procedures.	23
Part II	Other Information
Item 1.	Legal Proceedings.	24
Item 1A.	Risk Factors.	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	24
Item 3.	Defaults Upon Senior Securities.	24
Item 4.	Mine Safety Disclosures.	24
Item 5.	Other Information.	24
Item 6.	Exhibits.	24

-i-

Glossary

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

AOCI	Accumulated Other Comprehensive Income
APAC	Asia Pacific Region
Annual Report	Sigma-Aldrich Corporation Annual Report on Form 10-K for the period ended December 31, 2013
Applied	Applied Business Unit
Board	Sigma-Aldrich Corporation Board of Directors
CEO	Sigma-Aldrich Corporation Chief Executive Officer
CFO	Sigma-Aldrich Corporation Chief Financial Officer
Company, we, us or our	Sigma-Aldrich Corporation
EDI	Electronic Data Interchange
Effective tax rate	Income tax expense expressed as a percentage of income before income taxes
EMEA	Europe, Middle East and Asia
EPS	Earnings Per Share
Exchange Act	Securities Exchange Act of 1934, as amended
Gross profit margin	Gross profit as a percentage of sales
LED	Light-Emitting Diode
Operating income margin	Operating income as a percentage of sales
OCI	Other Comprehensive Income
R&D	Research and Development
Report	Sigma-Aldrich Corporation Quarterly Report on Form 10-Q for the period ended March 31, 2014
Research	Research Business Unit
SAFC Commercial	SAFC Commercial Business Unit
SEC	U.S. Securities and Exchange Commission
SG&A	Selling, General and Administrative Expense
Total Americas	Total Americas Region consisting of North and Latin America
U.S. GAAP	U.S. Generally Accepted Accounting Principles

-ii-

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Sigma-Aldrich Corporation

Consolidated Statements of Income (Unaudited)

($ In Millions, Except Per Share Data)

	Three Months Ended March 31,
	2014		2013
Sales	$	689	$	675
Cost of products and services sold	338		331
Gross profit	351		344
Selling, general and administrative expenses	160		161
Research and development expenses	16		17
Restructuring charges	1		—
Operating income	174		166
Interest, net	1		1
Income before income taxes	173		165
Provision for income taxes	47		43
Net income	$	126	$	122
Net income per share - Basic	$	1.06	$	1.02
Net income per share - Diluted	$	1.05	$	1.01
Weighted average number of shares outstanding - Basic	119		120
Weighted average number of shares outstanding - Diluted	120		121
Dividends per share	$	0.23	$	0.22

See accompanying notes to consolidated financial statements (unaudited).

1

Sigma-Aldrich Corporation

Consolidated Statements of Comprehensive Income (Unaudited)

($ In Millions)

	Three Months Ended March 31,
	2014			2013
Net income	$	126		$	122
Other comprehensive income/(loss), net of tax:
Foreign currency translation gain/(loss), net	6			(55		)
Pension and post retirement, net	18			2
Unrealized gain/(loss) on securities, net	—			2
Unrealized gain/(loss) on forward exchange contracts, net	(2		)	11
Total other comprehensive income/(loss)	22			(40		)
Comprehensive income	$	148		$	82

See accompanying notes to consolidated financial statements (unaudited).

2

Sigma-Aldrich Corporation

Consolidated Balance Sheets

($ In Millions, Except Per Share Data)

	March 31, 2014			December 31, 2013
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	727		$	722
Accounts receivable	415			382
Inventories	705			699
Deferred taxes	33			31
Other	86			87
Total current assets	1,966			1,921
Property, plant and equipment	2,119			2,098
Less - accumulated depreciation	(1,311		)	(1,292		)
Property, plant and equipment, net	808			806
Goodwill	693			691
Intangibles, net	249			255
Other	137			132
Total assets	$	3,853		$	3,805
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable	$	32		$	65
Accounts payable	167			152
Payroll	57			64
Income taxes	56			25
Other	82			77
Total current liabilities	394			383
Long-term debt	300			300
Pension and post-retirement benefits	56			73
Deferred taxes	72			74
Other	84			80
Total liabilities	906			910
Stockholders' equity:
Common stock, $1.00 par value; 300 million shares authorized; 202 million shares issued at March 31, 2014 and December 31, 2013; 119 million shares outstanding at March 31, 2014 and December 31, 2013	202			202
Capital in excess of par value	339			322
Common stock in treasury, at cost, 83 million shares at March 31, 2014 and December 31, 2013	(2,493		)	(2,407		)
Retained earnings	4,757			4,658
Accumulated other comprehensive income	142			120
Total stockholders' equity	2,947			2,895
Total liabilities and stockholders' equity	$	3,853		$	3,805

See accompanying notes to consolidated financial statements (unaudited).

3

Sigma-Aldrich Corporation

Consolidated Statements of Cash Flows (Unaudited)

($ in Millions)

	Three Months Ended March 31,
	2014			2013
Cash flows from operating activities:
Net income	$	126		$	122
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	33			35
Deferred income taxes	(4		)	6
Stock-based compensation expense	8			8
Other	(1		)	(2		)
Changes in operating assets and liabilities:
Accounts receivable	(32		)	(51		)
Inventories	(5		)	4
Accounts payable	15			(4		)
Income taxes	34			21
Other, net	(2		)	15
Net cash provided by operating activities	172			154
Cash flows from investing activities:
Capital expenditures	(29		)	(25		)
Purchases of investments	(2		)	(51		)
Proceeds from sales of investments	3			20
Other, net	(2		)	(3		)
Net cash (used in) investing activities	(30		)	(59		)
Cash flows from financing activities:
Net issuance/(repayment) of short-term debt	(33		)	(294		)
Dividends	(27		)	(26		)
Share repurchases	(85		)	(27		)
Proceeds from exercise of stock options	8			10
Other, net	(1		)	3
Net cash (used in) financing activities	(138		)	(334		)
Effect of foreign currency exchange rate changes on cash	1			(14		)
Net change in cash and cash equivalents	5			(253		)
Cash and cash equivalents at January 1	722			724
Cash and cash equivalents at March 31	$	727		$	471
Supplemental disclosures of cash flow information:
Income taxes paid	$	13		$	12
Interest paid, net of capitalized interest	$	(1	)	$	—

See accompanying notes to consolidated financial statements (unaudited).

4

Sigma-Aldrich Corporation

Notes to Consolidated Financial Statements (Unaudited)

($ in Millions, Except Share and Per Share Data)

(1)Basis of Presentation

Sigma-Aldrich Corporation, headquartered in St. Louis, Missouri, is a leading Life Science and Technology company whose biochemical and organic chemical products, kits and services are used in scientific research, including genomic and proteomic research, biotechnology, pharmaceutical development, the diagnosis of disease and as key components in pharmaceutical, diagnostics and high technology manufacturing.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information, the SEC's instructions to Form 10-Q and Article 10 of Regulation S-X and, accordingly, do not include all information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the notes to the Company's consolidated financial statements included in Part II, Item 8 of the Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included in these consolidated financial statements. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

(2)Reclassifications

Certain reclassifications of prior year amounts have been made to conform to the current year presentation.

(3)Inventories

The principal categories of inventories are:

	March 31, 2014		December 31, 2013
Finished goods	$	570	$	575
Work in process	30		27
Raw materials	105		97
Total	$	705	$	699

(4)Intangible Assets

The Company's amortizable and unamortizable intangible assets at March 31, 2014 and December 31, 2013 were as follows:

	Cost				Accumulated Amortization
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
Amortizable intangible assets:
Patents	$	15	$	14	$	10	$	9
Licenses	48		48		23		22
Customer relationships	254		254		81		77
Technical knowledge	48		48		20		19
Other	29		29		23		23
Total amortizable intangible assets	$	394	$	393	$	157	$	150
Unamortizable intangible assets:
Goodwill	$	719	$	717	$	26	$	26
Trademarks and trade names	20		20		8		8
Total unamortizable intangible assets	$	739	$	737	$	34	$	34

The Company recorded amortization expense related to amortizable intangible assets of $6 and $7 for the three months ended March 31, 2014 and 2013, respectively. Amortizable intangible assets are amortized over their estimated useful lives, which

5

range from one to twenty years, using the straight-line method. The Company expects to record annual amortization expense for all existing intangible assets in a range from approximately $21 to $24 from 2014 through 2018.

The change in net goodwill for the three months ended March 31, 2014 is as follows:

Balance at December 31, 2013	$	691
Impact of foreign currency exchange rates	2
Balance at March 31, 2014	$	693

(5)Debt

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

	March 31, 2014				December 31, 2013
	Outstanding		Weighted Average Rate		Outstanding		Weighted Average Rate
Notes payable
Commercial paper (1)	$	32	0.1	%	$	65	0.1	%
Sigma-Aldrich Korea Limited credit facility, due June 30, 2014 (2)	—		—		—		—
Sigma-Aldrich Japan GK credit facilities (3)	—		—		—		—
Other short-term credit facilities (4)	—		—		—		—
Total notes payable	$	32	0.1	%	$	65	0.1	%
Long-term debt
Senior notes, due November 1, 2020 (5)	$	300	3.4	%	$	300	3.4	%
Total long-term debt	$	300	3.4	%	$	300	3.4	%

(1) The Company has a $600five-year revolving credit facility with a syndicate of banks in the U.S. that supports the Company's commercial paper program. The facility matures on May 10, 2018. At March 31, 2014 and December 31, 2013, the Company did not have any borrowings outstanding under the facility. However, the amount available under the facility is reduced by the amount of commercial paper outstanding. The facility contains financial covenants that require the maintenance of a ratio of consolidated debt to total capitalization of no more than 65.0 percent and an aggregate amount of subsidiary debt plus consolidated secured debt of no more than 25.0 percent of total net worth. The Company's total consolidated debt as a percentage of total capitalization and aggregate amount of subsidiary debt plus consolidated secured debt as a percentage of total net worth, as defined in the underlying credit agreement, was 10.6 percent and 0.0 percent, respectively, at March 31, 2014.

(2) There were no outstanding borrowings under this facility, which had a total commitment of 20 billion Korean Won ($19), at March 31, 2014.

(3) Sigma-Aldrich Japan GK has two credit facilities with a total commitment of 2 billion Japanese Yen ($19), with one facility expiring April 30, 2014 and the other representing a line of credit with no expiration. There were no borrowings under the facilities at March 31, 2014.

(4) There were no borrowings under these facilities, which have total commitments in U.S. Dollar equivalents of $3, at March 31, 2014.

(5) The Company has $300 of 3.375 percent Senior Notes due November 1, 2020. Interest on the notes is payable May 1 and November 1 of each year. The notes may be redeemed, in whole or in part at the Company’s option, (i) at any time at specific redemption prices plus accrued interest or (ii) three months prior to the maturity date at a redemption price equal to 100 percent of the principal amount plus accrued interest.

The Company has provided guarantees to certain subsidiaries for any outstanding borrowings from the short-term credit facilities of the wholly-owned Korean and Japanese subsidiaries. At March 31, 2014, there were no existing events of default that would require the Company to honor these guarantees.

Total interest expense incurred on short-term and long-term debt, net of amounts capitalized, was $2 for each of the three months ended March 31, 2014 and March 31, 2013.

The fair value of long-term debt was approximately $308 and $298 at March 31, 2014 and December 31, 2013, respectively. The fair value of long-term debt was based upon a discounted cash flow analysis that used the aggregate cash flows from principal and interest payments over the life of the debt and current market interest rates.

6

(6)Financial Derivatives and Risk Management

The Company conducts business in many parts of the world and is subject to risks associated with changing foreign currency exchange rates. Accordingly, the Company uses derivative instruments designated as cash flow hedges and net investment hedges, as well as derivative instruments that are not designated as hedging instruments to mitigate this risk. These derivative instruments are primarily comprised of foreign currency forward exchange contracts, and are classified within Level 2 of the fair value hierarchy for which fair value is determined by using foreign currency market spot rates and forward points observable at commonly quoted intervals. The Company does not enter into foreign currency forward exchange contracts for speculative trading purposes.

Cash Flow Hedges

A significant portion of the Company's cost of products and services sold is denominated in the U.S. Dollar, while over 60 percent of the Company's sales are denominated in other currencies. Intercompany inventory purchases, which are sourced primarily from subsidiaries with U.S. Dollar functional currencies, are sold to customers by international subsidiaries in other local currencies. The Company uses foreign currency forward exchange contracts to mitigate the foreign currency risk associated with these forecasted intercompany inventory purchases.

These foreign currency forward exchange contracts have been designated as hedges of the variability of cash flows related to forecasted inventory purchases due to changes in foreign currency exchange rates. Changes in fair value of these derivatives are deferred in AOCI within stockholders' equity until the underlying hedged items are recognized in net income. Accordingly, the Company records cash flow hedge gains or losses within cost of products and services sold when the related inventory is sold to a customer. To the extent any portion of the hedge contract is determined to be ineffective, the increase or decrease in value of the contract prior to maturity will be recognized in income immediately. The cash flow impact from these derivatives is classified in the operating activities section of the Company's consolidated statements of cash flows, which is the same category as the underlying items being hedged. Gains or losses related to the ineffective portion of these hedging instruments were not material for each of the three months ended March 31, 2014 and 2013. At March 31, 2014 and December 31, 2013, the Company had outstanding notional principal amounts of $379 and $298, respectively, in foreign currency forward exchange contracts associated with cash flow hedging transactions.

The following table summarizes the fair values of the foreign currency forward exchange contracts designated as cash flow hedges at March 31, 2014 and December 31, 2013:

Item	Reporting Location	March 31, 2014		December 31, 2013
Forward exchange contracts asset derivative	Other current assets	$	4	$	5
Forward exchange contracts liability derivative	Other current liabilities	5		6
Gain recognized in AOCI, net	AOCI	—		2

The following table summarizes the effect of the foreign currency forward exchange contracts designated as cash flow hedges on the Company's consolidated statements of comprehensive income during the three months ended March 31, 2014 and March 31, 2013, net of immaterial tax effects.

Item	Reporting Location	Three Months Ended March 31, 2014			Three Months Ended March 31, 2013
Gain/(Loss) recognized in OCI, net	OCI	$	(1	)	$	11
Gain reclassified from AOCI into net income	Costs of products and services sold	1			—

As of March 31, 2014, the majority of these contracts are in established currencies including the Euro, Japanese Yen and British Pound. During the next twelve months the Company expects an immaterial amount of unrealized gains included in AOCI, based on the value of these contracts as of March 31, 2014, will be reclassified into income. The Company generally does not hedge its exposure to the exchange rate variability of future cash flows beyond the next ensuing twenty-four months.

7

Net Investment Hedges

The Company also holds investments in international subsidiaries that own net assets denominated in foreign currencies. The U.S. Dollar value of these foreign currency denominated net assets fluctuate as the exchange rate fluctuates. From time to time the Company will enter into net investment hedges to reduce the variability in the U.S. Dollar equivalent of net asset values due to changes in exchange rates. In the first quarter of 2014, the Company entered into foreign currency forward exchange contracts with third party banks to hedge certain net assets denominated in the Euro and Swiss Franc.

These hedges have been designated as net investment hedges and qualify for hedge accounting treatment, whereby changes in fair value of the derivative are reported in OCI. To the extent any portion of the hedge contract is determined to be ineffective, the increase or decrease in value of the contract prior to maturity will be recognized in income immediately. The cash flow impact from these derivatives is classified in the investing activities section of the Company's consolidated statements of cash flows. Gains or losses related to the ineffective portion of these hedging instruments were not material for each of the three months ended March 31, 2014 and March 31, 2013. At March 31, 2014 and December 31, 2013, the Company had outstanding notional principal amounts of $213 and $0, respectively, in foreign currency forward exchange contracts associated with net investment hedging transactions.

The impact of these contracts, including their fair value, was not material to the consolidated balance sheet at both March 31, 2014 and December 31, 2013.

Derivatives Not Designated As Hedges

The Company also uses foreign currency forward exchange contracts, which are not designated as hedging instruments, primarily to hedge the value of certain intercompany receivables and payables denominated in foreign currencies. The Company's objective is to minimize the impact of foreign currency exchange rate changes during the period of time between the original transaction date and its cash settlement. Gains and losses on these contracts are recorded in SG&A, based on the difference in the contract rate and the spot rate at the end of each month for all contracts still in force, and are typically offset either partially or completely by transaction gains and losses on the related intercompany receivables and payables. The duration of the contracts typically does not exceed six months. As of March 31, 2014, the majority of these contracts are in established currencies including the Euro, British Pound and Japanese Yen. The impact of these contracts was not material to the consolidated statement of income for both the three months ended March 31, 2014 and 2013. The impact of these contracts was not material to the consolidated balance sheet at both March 31, 2014 and December 31, 2013. The notional amount of open foreign currency forward exchange contracts for derivatives not designated as hedges at March 31, 2014 and December 31, 2013 was $216 and $199, respectively.

8

(7)Company Operations by Business Unit

The business unit structure is the Company's approach to serving customers and reporting sales rather than any internal division

used to allocate resources. Sales for the Company's business units are as follows:

	Three Months Ended March 31,
	2014		2013
Research	$	359	$	361
Applied	171		159
SAFC Commercial	159		155
Total	$	689	$	675

The Company's Chief Operating Decision Maker is the CEO. The CEO and the Board review profit and loss information on a

consolidated basis to assess performance and make overall operating decisions as well as resource allocations. The Company's

business units are closely interrelated in their activities and share services such as order entry, billing, technical services, e-commerce, purchasing and inventory control, and also 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 CEO, CFO and business unit Presidents participate in compensation programs in which a

portion of their incentive compensation paid is based upon consolidated Company results for sales growth (and for the business

unit Presidents, the sales growth in the business unit for which they are responsible), consolidated Company operating income, consolidated Company free cash flow and individual/business unit objectives which are funded based on achievement of consolidated Company EPS (and for the business unit Presidents, allocated based on certain financial metrics within their respective business unit). Based on these factors, the Company has concluded that it operates in one segment.

Sales are attributed to countries based upon the location from which the product was shipped or services were performed. Geographic financial information is as follows:

	Three Months Ended March 31,
	2014		2013
Sales to unaffiliated customers:
United States	$	257	$	256
International	432		419
Total	$	689	$	675

	March 31, 2014		December 31, 2013
Long-lived assets:
United States	$	519	$	523
United Kingdom	93		84
Other countries	273		273
Total	$	885	$	880

9

(8)Pension and Post-retirement Benefits

The components of net periodic benefit cost for the three months ended March 31, 2014 and 2013 were as follows:

	Pension Plans												Post-Retirement Medical  Benefit Plans
	United States						International
	2014			2013			2014			2013			2014		2013
Service cost	$	—		$	—		$	2		$	3		$	—	$	—
Interest cost	2			2			2			2			—		—
Expected return on plan assets	(3		)	(3		)	(3		)	(3		)	—		—
Amortization	—			1			—			1			—		—
Net periodic benefit cost	$	(1	)	$	—		$	1		$	3		$	—	$	—

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

	March 31, 2014			December 31, 2013
Retiree medical liability	$	22		$	39
Pension liability	37			36
Subtotal	59			75
Less: current portion (included in other current liabilities)	(3		)	(2		)
Pension and post-retirement benefits liabilities	$	56		$	73

The U.S. defined benefit pension plan was frozen in 2012 and future retirement service benefits no longer accrue under this program. Effective January 1, 2013, the affected employees were eligible for additional Company contributions under the Company's 401(k) retirement savings plan. As a result of the freeze, participants under the plan are no longer accruing service based benefits and are being treated as inactive for accounting purposes. The Company will amortize accumulated unrecognized losses over the remaining estimated life of participants.

The Company is not required to make a contribution to the U.S. defined benefit pension plan in 2014. The Company contributed $1 to its international pension plans in the three months ended March 31, 2014. In total, the Company expects to contribute approximately $6 to its defined benefit pension plans in 2014.

The Swiss defined benefit plan was amended in November 2013 from a final pay plan to a cash balance plan, effective January 1, 2014. The change resulted in a reduction of the Company's projected benefit obligation of $11, which is being accreted to net income over the average future service period of participants expected to receive benefits.

In February 2014, the Company amended the post-retirement medical benefit plan for certain participants, resulting in a reduction of the Company's projected benefit obligation of $17. This amount will be accreted to net income over the average future service period of participants expected to receive benefits.

The Company's 401(k) retirement savings plan provides retirement benefits to eligible U.S. employees in addition to those provided by the frozen defined benefit pension plan. The 401(k) plan permits participants to voluntarily defer a portion of their compensation, subject to Internal Revenue Code limitations. The Company also contributes a percentage of the employee's salary per year to the account of each eligible employee plus a percentage of the employee's salary deferral. The cost for this plan was $6 for each of the three months ended March 31, 2014 and 2013.

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(9)Other Assets and Liabilities

Other current assets

Other current assets are summarized as follows:

	March 31, 2014		December 31, 2013
Other receivables	$	35	$	36
Prepaid expenses	22		22
Certificates of deposit	27		27
Other current assets	2		2
Total other current assets	$	86	$	87

Other assets

Other assets are summarized as follows:

	March 31, 2014		December 31, 2013
Other investments	$	13	$	11
Cash value of life insurance policies	36		34
Deferred taxes	11		11
Long term certificates of deposit	33		33
Pension and post-retirement asset	16		14
Other non-current assets	28		29
Total other assets	$	137	$	132

Other current liabilities

Other current liabilities are summarized as follows:

	March 31, 2014		December 31, 2013
Legal and professional	$	5	$	5
Pension and post-retirement liability	3		2
Freight	10		7
Other accrued expenses	64		63
Total other current liabilities	$	82	$	77

Other liabilities

Other liabilities are summarized as follows:

	March 31, 2014		December 31, 2013
Deferred compensation	$	33	$	31
Non-current income taxes	38		37
Other non-current liabilities	13		12
Total other non-current liabilities	$	84	$	80

(10)Restructuring Charges

In the third quarter of 2013, the Company committed to a restructuring plan to exit a manufacturing site in Europe. This exit activity impacts approximately 90 employees and is intended to further reduce the Company's fixed cost structure. Total restructuring costs are expected to be $12, comprised of $9 to reduce the value of the assets impacted by these restructuring activities and $3 of employee termination costs. During the year ended December 31, 2013, $10 of these restructuring costs were recognized. During the three months ended March 31, 2014, $1 of the remaining $2 of restructuring costs was recognized.

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(11)Earnings per Share

Basic EPS is calculated using the weighted average number of shares outstanding during each period. The diluted EPS calculation includes the impact of dilutive equity compensation awards.

EPS calculations have been made using the following share information (in millions):

	Three Months Ended March 31,
	2014	2013
Weighted average shares
Basic shares	119	120
Effect of dilutive securities	1	1
Diluted shares	120	121

Potential common shares totaling 1 million were excluded from the calculation of diluted weighted average shares for the three months ended March 31, 2014 and March 31, 2013 because their effects were antidilutive.

(12)Share Repurchases

At March 31, 2014 and December 31, 2013, the Company had repurchased a total of 102 and 101 million shares, respectively, of an authorized repurchase of up to 110 million shares. During the three months ended March 31, 2014, the Company repurchased 900,000 shares.

(13)Accumulated Other Comprehensive Income

The following table shows the components of AOCI for the three months ended March 31, 2014:

	Foreign Currency Translation Adjustment Income (Loss), Net		Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Cash Flow Hedges, Net			Total
Beginning balance at December 31, 2013	$	141	$	(23	)	$	2		$	120
Other comprehensive income (loss) before reclassification	6		18			(1		)	23
Less: Amounts reclassified from accumulated other comprehensive income to net income	—		—			1			1
Net current-period other comprehensive income (loss)	6		18			(2		)	22
Ending balance	$	147	$	(5	)	$	—		$	142

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The following table shows the components of AOCI for the three months ended March 31, 2013:

	Foreign Currency Translation Adjustment Income (Loss), Net			Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net		Unrealized Gain (Loss) on Cash Flow Hedges		Total
Beginning balance at December 31, 2012	$	141		$	(78	)	$	3	$	3	$	69
Other comprehensive income (loss) before reclassification	(55		)	—			3		11		(41		)
Less: Amounts reclassified from accumulated other comprehensive income (loss) to net income	—			(2		)	1		—		(1		)
Net current-period other comprehensive income (loss)	(55		)	2			2		11		(40		)
Ending balance	$	86		$	(76	)	$	5	$	14	$	29

During the three months ended March 31, 2014, amounts reclassified from AOCI included gains of $1 recognized in cost of products and services sold. During the three months ended March 31, 2013, amounts reclassified from AOCI included losses of $1 recognized in SG&A. These adjustments are net of immaterial tax effects.

(14)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 subject to potential liabilities arising out of present and future lawsuits and claims related to product liability, personal injury, contract, commercial, intellectual property, tax, environmental, employment, compliance and other matters that arise in the ordinary course of business. The Company's operations and a number of its products are highly regulated by various governmental agencies around the world and the Company is periodically involved in reviews, investigations and proceedings by governmental agencies. Failure to meet the standards and licensing requirements of these agencies can lead to penalties which can include substantial fines and/or operating restrictions.

The Company accrues for potential liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. Although the Company believes the amounts reserved are probable and appropriate based on available information, the process of estimating losses involves a considerable degree of judgment by management and the ultimate amounts could vary materially. The Company has self-insured retention limits and has obtained insurance to provide coverage above the self-insured limits for claims made against it, subject to certain limitations and exclusions. At March 31, 2014, (i) reserves have been provided to cover expected payments for these self-insured amounts, (ii) there were no contingent liabilities that management believes are reasonably likely to have a material adverse effect on the Company's consolidated financial condition, results of operations, cash flows or liquidity and (iii) 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 7 - Notes Payable, Note 8 - Long-Term Debt, Note 10 - Lease Commitments and Note 16 - Pension and Post-retirement Benefit Plans, respectively, to the Company's consolidated financial statements included in Part II, Item 8 of the Annual Report, as updated in Note 5 – Debt and Note 8 – Pension and Post-retirement Benefits to the Company's consolidated financial statements included in Part I, Item 1 of this Report.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Sigma-Aldrich Corporation

Management's Discussion and Analysis

($ in Millions, Except Share and Per Share Data)

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Report and the Annual Report. Except for historical information, the statements in this discussion may include forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements can be identified by words such as: "believes," "can," "expect," "likely," "strive," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding future sales, earnings, return on equity, return on invested capital, cost savings, process improvements, free cash flow, share repurchases, capital expenditures, acquisitions, new products and services, technology licensing activity and other matters.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

(1) global economic conditions and other factors affecting the creditworthiness of our customers;

(2) changes in pricing and the competitive environment and the global demand for the Company's products;

(3) changes in foreign currency exchange rates;

(4) changes in research funding, including changes in funding of various government agencies (e.g. National Institute of Health), and the success of R&D activities;

(5) failure of planned sales initiatives in our Research, Applied and SAFC Commercial business units;

(6) dependence on uninterrupted manufacturing operations and a global supply chain;

(7) changes in the regulatory environment in which the Company operates;

(8) changes in worldwide tax rates or tax benefits from domestic and international operations, including the matters described in Note 12 – Income Taxes to the Company's consolidated financial statements included in Part II, Item 8 of the Annual Report;

(9) exposure to litigation including product liability claims;

(10) the ability to maintain adequate quality standards;

(11) reliance on third party package delivery services;

(12) an unanticipated increase in interest rates;

(13) other changes in the business environment in which the Company operates;

(14) acquisitions or divestitures of businesses; and

(15) the outcome of the outstanding matters described in "Other Matters" below and in Note 14 – Contingent Liabilities and Commitments to the Company's consolidated financial statements included in Part I, Item 1 of this Report and in Note 13 – Contingent Liabilities and Commitments to the Company's consolidated financial statements included in Part II, Item 8 of the Annual Report.

A further discussion of the Company's risk factors can be found in Part II, Item 1A of this Report and Part I, Item 1A of the Annual Report. Any forward-looking statement made by us in this Report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Non-GAAP Financial Measures

The Company supplements its disclosures made in accordance with U.S. GAAP with certain non-GAAP financial measures. The Company does not, and does not suggest investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, U.S. GAAP financial information. These non-GAAP measures may not be consistent with the presentation by other 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.

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With over 60 percent of sales denominated in currencies other than the U.S. Dollar, management uses currency adjusted growth, and believes it is useful to investors, to judge the Company's local currency performance. Organic sales growth data presented herein excludes currency impacts, and where indicated, changes due to acquisitions and divestitures. The Company calculates the impact of changes in foreign currency exchange rates by multiplying current period activity in local currency by the difference between current period exchange rates and prior period exchange rates; the result is the defined impact of "changes in foreign currency exchange rates" or "changes in FX." While we are able to report currency impacts after the fact, we are unable to estimate changes that may occur to applicable exchange rates later in 2014 or any future period. Any significant changes in currency exchange rates would likely have a significant impact on our reported growth rates due to the large volume of our sales denominated in foreign currencies.

Management also uses free cash flow, a non-GAAP measure, to judge its performance and ability to pursue opportunities that enhance shareholder value. Free cash flow is defined as net cash provided by operating activities less capital expenditures. Management believes this non-GAAP information is useful to investors as a supplemental measure of our ability to generate cash.

Overview

Background

The Company is a leading life science and technology company whose biochemical and organic chemical products, kits and services are used in scientific research, including genomic and proteomic research, biotechnology, pharmaceutical development, the diagnosis of disease and as key components in pharmaceutical, diagnostics and high technology manufacturing. Our customers include pharmaceutical and life science companies, university and government institutions, hospitals and a wide range of industrial companies. We believe over 1.4 million scientists and technologists use our products. We operate in 37 countries and have approximately 9,100 employees worldwide.

The Company is aligned into three market-focused business units that are defined by the customers and markets they serve: Research; Applied; and SAFC Commercial. The business units are closely interrelated in their activities, and share services such as order entry, billing, technical support, e-commerce infrastructure, purchasing and inventory control. The business units also share production and distribution facilities. Additionally, these business units are supported by centralized functional areas such as finance, human resources, quality, safety and compliance and information technology. A summary of our business units is as follows:

• Research - Our products and services, which include chemicals, reagents and kits, enable scientists to discover and develop new drugs and materials. This business unit generated 52 percent of the Company's sales for the three months ended March 31, 2014.

• Applied - Our products and services, which primarily include high quality components and kits, chemical reagents, critical raw materials and certified reference standards, provide customized solutions to and constitute critical components and materials for diagnostic companies, testing laboratories and industrial companies. This business unit generated 25 percent of the Company's sales for the three months ended March 31, 2014.

• SAFC Commercial - Our products and services are used by our customers to develop and manufacture product and service solutions for the commercial production of pharma, biopharma and electronics products. Products and services include industrial cell culture media, active pharmaceutical ingredients, intermediates, raw materials, biological testing services and organometallic precursors for LED and semiconductor manufacturing. This business unit generated 23 percent of the Company's sales for the three months ended March 31, 2014.

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

Strategy

The Company's business strategy is designed to drive overall sales and earnings growth while maintaining a return on invested capital at an appropriate premium above the Company's cost of capital. Our key areas of focus address the most significant opportunities and challenges facing the Company, including:

• Improving Customer Intimacy: To exceed our customers' expectations, we strive to offer the right selection of high quality products and services, provide superior customer service and support and consistently deliver products that meet

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published or agreed upon specifications when and where our customers need them. The continued enhancement of a leading e-commerce platform is a significant part of this approach.

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

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

Key Business Trends and Highlights

In operating our business and monitoring our performance, we consider a number of performance measures, as well as trends affecting our industry as a whole, which include the following:

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

• Industry Consolidation: Competition in the markets we serve remains fragmented with few companies possessing a significant share in any particular market, which allows some participants to continue consolidating specialty, regional and niche players in the industry. The Company plans to continue to explore opportunities to enhance sales growth and increase its market presence through strategic acquisitions.

• Foreign Currency Exchange Rate Fluctuations: Since we are a multinational corporation that sells and sources products and services in many different countries, changes in exchange rates have in the past, and could in the future, adversely affect our cash flows and results of operations. Due to the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates, we cannot predict the effect of exchange rate fluctuations on future sales and operating results.

• Emerging Market Growth: We continue to focus our sales efforts on emerging markets given the faster growth rates in these areas. In 2012, the Company further expanded its footprint in this area with an expanded distribution center and new packaging facility in Bangalore, India and a new packaging and quality control facility in Wuxi, China.

• Increasing E-Commerce Channel Adoption: The internet continues to change the markets we serve in terms of access and exposure to existing and potential customers. Ensuring a strong presence in this channel is critical to our long term success as it enables us to find innovative ways to meet our customers' information and product selection needs. Worldwide sales of Research and Applied products through the Company's e-commerce channels, including both web-based and EDI platforms, have grown to 49 percent of the Company's total sales of Research and Applied products during the three months ended March 31, 2014 as compared to 47 percent during the same prior year period.

• Pharmaceutical Partnerships and Outsourcing: We continue to take advantage of the expanded market opportunities brought about by several trends in the Pharmaceutical industry. These include the use of outsourcing partners, a shift towards biological drug development and an increase in industry-academia research partnerships.

Highlights of our consolidated results for the three months ended March 31, 2014 are as follows:

• Sales were $689 for the three months ended March 31, 2014, an increase of 2 percent compared to the same prior year period. Excluding impacts from 2013 divestitures, which lowered sales by 1 percent, sales increased organically by 3 percent compared to the same prior year period.

• Operating income margin was 25.3 percent for the three months ended March 31, 2014, compared to 24.6 percent in the same prior year period.

• Diluted net income per share was $1.05 for the three months ended March 31, 2014, compared to $1.01 in the same prior year period. The effective tax rate was 27.2 percent for the three months ended March 31, 2014, compared to 26.1 percent for the the same prior year period.

• Net cash provided by operating activities was $172 for the three months ended March 31, 2014, an $18 increase compared to the same prior year period.

Total debt was $332 at March 31, 2014. Debt decreased $33 since December 31, 2013 as a result of using cash to repay a portion of notes payable.

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Results of Operations

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

	Three Months Ended March 31,
	2014		2013
Sales	$	689	$	675
Cost of products and services sold	338		331
Gross profit	351		344
Selling, general and administrative expenses	160		161
Research and development expenses	16		17
Restructuring charges	1		—
Operating income	174		166
Interest, net	1		1
Income before income taxes	173		165
Provision for income taxes	47		43
Net income	$	126	$	122
Net income per share - Diluted	$	1.05	$	1.01

Sales

Sales were $689 in the three months ended March 31, 2014, up 2 percent from the same prior year period. Divestitures completed in 2013 decreased sales by $2 or 1 percent. The effect of changes in foreign currency exchange rates decreased sales by $1 or 0 percent. Excluding the impacts of divestitures and the effects of changes in foreign currency exchange rates, sales increased organically by $17 or 3 percent. Both volume and pricing contributed to organic growth.

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

	Three Months Ended March 31,
	2014		2013		Change			Impact of   Changes in FX			Impact from Divestitures			Organic Growth		Organic Growth %
Research	$	359	$	361	$	(2	)	$	(3	)	$	(1	)	$	2	1	%
Applied	171		159		12			1			—			11		7	%
SAFC Commercial	159		155		4			1			(1		)	4		3	%
Total	$	689	$	675	$	14		$	(1	)	$	(2	)	$	17	3	%

Research sales were $359 for the three months ended March 31, 2014 compared to $361 during the same prior year period. Sales increased organically by $2 or 1 percent compared to the same prior year period. The primary driver of organic growth was our "dealers as partners" program. Geographically, growth within the EMEA and APAC regions was offset by declines within the Total Americas region. Sales in the Academic and Pharma businesses of Research were also negatively impacted by inclement weather in the U.S. compared to the same period in the prior year. 

Applied sales were $171 for the three months ended March 31, 2014 compared to $159 during the same prior year period. Sales increased organically by $11 or 7 percent for the three months ended March 31, 2014 compared to the same prior year period. The primary driver of growth was sales to customers in the Diagnostic and Testing markets, where our products are used as critical components for diagnostic kits and sales of standards and certified reference materials to clinical testing laboratories. All geographic regions contributed to Applied's overall growth.

SAFC Commercial sales were $159 for the three months ended March 31, 2014 compared to $155 during the same prior year period. Sales grew organically by $4 or 3 percent for the three months ended March 31, 2014 compared to the same prior year period. The organic growth was led by our Life Science Products and Services businesses and was partially offset by lower sales in our Hitech electronics business resulting from pricing declines of metal organic precursors within the LED market.

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Geographically, the increase in SAFC Commercial's sales over the prior year was largely led by the Total Americas and APAC regions.

Gross Profit Margin and Expenses

Key items from the consolidated statements of income expressed as a percentage of sales and the effective tax rate for the three months ended March 31, 2014 and the same prior year period were as follows:

	Three Months Ended March 31,
	2014		2013
Gross profit margin	50.9	%	51.0	%
Selling, general and administrative expenses	23.2	%	23.9	%
Research and development expenses	2.3	%	2.5	%
Restructuring charges	0.1	%	—	%
Operating income margin	25.3	%	24.6	%
Effective tax rate	27.2	%	26.1	%

Cost of Products and Services Sold and Gross Profit Margin

Gross profit is calculated as sales less cost of products and services sold and gross profit margin is gross profit expressed as a percentage of sales. Cost of products and services sold includes direct materials, labor, distribution and overhead costs associated with the Company's products and services. The company's gross profit margin for the three months ended March 31, 2014 was 50.9% compared to 51.0% in the same prior year period.

The following table reflects the significant contributing factors to the net change in gross profit margin for the three months ended March 31, 2014 and the same prior year period:

	Three Months Ended March 31,
Gross profit margin – 2013	51.0	%
Decreases to gross profit margin:
Changes in foreign currency exchange rates	(0.7	)%
Sales volume/Product mix/Pricing/Other	0.4	%
Divestitures	0.2	%
Gross profit margin – 2014	50.9	%

The decline in gross profit margin for the three months ended March 31, 2014 as compared to the same prior year period was primarily the result of unfavorable impacts from changes in foreign currency exchange rates. The overall decline in gross profit margin was almost completely offset by improvements in Sales volume/Product mix/Pricing/Other. Additionally, the divestiture of certain businesses in 2013 improved the Company's gross profit margin.

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SG&A

	Three Months Ended March 31,
	2014			2013
Selling, general and administrative expenses	$	160		$	161
Percentage of sales	23.2		%	23.9		%

For the three months ended March 31, 2014, SG&A was largely unchanged from the prior year. Compared to the same prior year period, SG&A as a percentage of sales declined to 23.2% from 23.9% as a result of higher sales in the three months ended March 31, 2014.

R&D Expenses

	Three Months Ended March 31,
	2014			2013
Research and development expenses	$	16		$	17
Percentage of sales	2.3		%	2.5		%

For the three months ended March 31, 2014, R&D expenses were largely unchanged from the prior year. R&D expenses relate primarily to efforts to add new manufactured products, create and develop new technologies and enhance manufacturing processes. Self-manufactured products currently account for approximately 60 percent of total sales. R&D expenses as a percentage of sales have trended down slightly since 2013 as a result of management's efforts to carefully prioritize R&D spending to the most appropriate projects.

Restructuring Charges

In the third quarter of 2013, the Company committed to a restructuring plan to exit a manufacturing site in Europe. This exit

activity impacts approximately 90 employees and is intended to further reduce the Company's fixed cost structure. Total

restructuring costs are expected to be $12, comprised of $9 to reduce the value of the assets impacted by these restructuring

activities and $3 of employee termination costs. Once fully implemented, the Company expects annual pre-tax savings

associated with these activities in a range from $3 to $4. During the year ended December 31, 2013, the Company recognized $10 of these restructuring costs. During the first quarter of 2014, the Company recognized $1 of the remaining $2 of restructuring costs.

Income Taxes

The Company's effective tax rate, which includes federal, state and international taxes, was 27.2 percent for the three months ended March 31, 2014 and 26.1 percent for the same prior year period. The higher effective tax rate for the first quarter of 2014 compared to the first quarter of 2013 is primarily due to the absence of the U.S. R&D Tax credit for 2014. During the first quarter of 2013, the full benefit of the U.S. R&D Tax Credit for the year ended December 31, 2012 and the three months ended March 31, 2013 was recognized as a result of the American Taxpayer Relief Act of 2012 signed into law on January 2, 2013. The U.S. R&D Tax Credit expired effective December 31, 2013. The loss of this benefit was partially offset by increased income in foreign jurisdictions having more favorable tax rates.

The effective tax rate for full year 2014 is expected to be approximately 27 percent.

Pension and Post-retirement Benefits

In February 2014, the Company amended the post-retirement medical benefit plan for certain participants, resulting in a reduction of the Company's projected benefit obligation of $17. This amount will be accreted to net income over the average future service period of participants expected to receive benefits.

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Liquidity and Capital Resources

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

	Three Months Ended March 31,
	2014			2013
Net cash provided by (used in):
Operating activities	$	172		$	154
Investing activities	(30		)	(59		)
Financing activities	(138		)	(334		)

Operating Activities

Net cash provided by operating activities for the three months ended March 31, 2014 was $172, an increase of $18 compared to the same prior year period. This increase was largely driven by lower uses of cash for working capital of $29, particularly accounts receivable and accounts payable.

Investing Activities

Cash used in investing activities for the three months ended March 31, 2014 decreased $29 compared to the same prior year period. This decrease was primarily related to decreased net purchases of certificates of deposits of $32.

Financing Activities

Cash used in financing activities for the three months ended March 31, 2014 decreased $196 compared to the same prior year period. This decrease is due to the net repayment of $33 of short-term debt during the three months ended March 31, 2014 compared to a net repayment of short-term debt of $294 in the same prior year period. During the three months ended March 31, 2013, strong free cash flow enabled the Company to repay a substantial amount of its debt. Cash used for share repurchases for the three months ended March 31, 2014 increased to $85, up from $27 in the same prior year period.

Long-term debt was $300 at both March 31, 2014 and December 31, 2013. Consolidated total debt as a percentage of total capitalization, calculated as the sum of total stockholders' equity and total debt, was 10.1 percent at March 31, 2014 and 11.2 percent at December 31, 2013. For a description of the Company's material credit facilities and debt covenants, see Note 5 – Debt to the Company's consolidated financial statements included in Part I, Item 1 of this Report.

Share Repurchases

At March 31, 2014 and December 31, 2013, the Company had repurchased a total of 102 and 101 million shares, respectively, of an authorized repurchase of 110 million shares. There were 119 million shares outstanding as of March 31, 2014. The Company expects to continue to offset, in whole or in part, the dilutive impact of issuing share-based compensation with future share repurchases. The Company may repurchase additional shares, but the timing and amount, if any, 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 its financial obligations in a timely manner or fund its business on an ongoing basis. Factors that could cause such risk to arise include a disruption in the securities markets, downgrades in the Company's credit rating or the unavailability of funds. In addition to the Company's cash flows from operations, the Company utilizes commercial paper, short-term multi-currency debt, cash on hand and long-term debt programs as funding sources. The Company also maintains committed bank lines of credit to support its commercial paper borrowings. Downgrades in the Company's credit rating or other limitations on the ability to access short-term financing, including the ability to refinance short-term debt as it becomes due, would increase interest costs and thereby adversely affect profitability.

The Company has considered the potential impact of recent trends in the global economic environment on its liquidity and overall financial condition, particularly with respect to the availability of and the Company's access to short-term credit, including the market for commercial paper. Supported by discussions held with the Company's lenders, management does not believe that a significant risk exists of commercial paper or other credit becoming unavailable within the next twelve months.

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Management believes that the Company's financial condition is such that internal and external resources are sufficient and available to satisfy the Company's requirements for debt service, capital expenditures, selective acquisitions, dividends, share repurchases, funding of pension and other post-retirement benefit plan obligations and working capital presently and for the next twelve months.

As of March 31, 2014, the Company had sufficient net worth to allow for borrowing the full capacity under the credit agreement for each facility without any restriction related to compliance with the respective debt covenants. For a description of the Company's material credit facilities and debt covenants, see Note 5 – Debt to the Company's consolidated financial statements included in Part I, Item 1 of this Report.

At March 31, 2014, substantially all of the Company's cash and cash equivalents were held by its subsidiaries outside of the U.S. The Company expects that existing U.S. liquidity or access to capital will be sufficient to fund its U.S. operating activities and cash commitments for investing and financing activities. In addition, the Company expects that existing international liquidity or access to capital will be sufficient to fund its international operating activities and cash commitments for investing and financing activities.

The Company earns income globally. The undistributed earnings of our international subsidiaries are considered to be permanently reinvested in international jurisdictions. The Company has no immediate need or intentions to distribute any of the fundsheld outside of the U.S. If the Company were to remit undistributed earnings in the form of dividends or otherwise, the Company may be subject to both U.S. income taxes (subject to an adjustment for international tax credits) and withholding taxes payable to various international jurisdictions.

Contractual Obligations

At March 31, 2014, the Company had $32 of commercial paper outstanding and long-term borrowings of $300, for a total of $332, representing a decrease in all outstanding debt of $33 since December 31, 2013.

Disclosures regarding additional contractual obligations are included in Part II, Item 7 of the Annual Report and updated in Note 5 – Debt and Note 8 – Pension and Post-retirement Benefits to the Company's consolidated financial statements included in Part I, Item 1 of this Report.

Other Matters

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

The Company is subject to potential liabilities arising out of present and future lawsuits and claims related to product liability, personal injury, contract, commercial, intellectual property, tax, environmental, employment, compliance and other matters that arise in the ordinary course of business. The Company's operations and a number of its products are highly regulated by various governmental agencies around the world and the Company is periodically involved in reviews, investigations and proceedings by governmental agencies. Failure to meet the standards and licensing requirements of these agencies can lead to penalties which can include substantial fines and/or operating restrictions.

The Company accrues for potential liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. Although the Company believes the amounts reserved are probable and appropriate based on available information, the process of estimating losses involves a considerable degree of judgment by management and the ultimate amounts could vary materially. The Company has self-insured retention limits and has obtained insurance to provide coverage above the self-insured limits for claims made against it, subject to certain limitations and exclusions. At March 31, 2014, (i) reserves have been provided to cover expected payments for these self-insured amounts, (ii) there were no contingent liabilities that management believes are reasonably likely to have a material adverse effect on the Company's consolidated financial condition, results of operations, cash flows or liquidity and (iii) 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 7 - Notes Payable, Note 8 - Long-Term Debt, Note 10 - Lease Commitments and Note 16 - Pension and Post-retirement Benefit Plans, respectively, to the Company's consolidated financial statements included in Part II, Item 8 of the Annual Report, as updated in Note 5 – Debt and Note 8 – Pension and Post-retirement Benefits to the Company's consolidated financial statements included in Part I, Item 1 of this Report.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Interest Rates

At March 31, 2014, the Company's outstanding debt represented 10.1 percent of total book capitalization. Approximately 90 percent of the Company's outstanding debt at March 31, 2014 is at a fixed rate. Cash flows from operations, cash on hand and available credit facilities are expected to be sufficient to meet the anticipated cash requirements of operating the business. It is management's view that market risk or variable interest rate risk will not significantly impact the Company's results of operations or financial condition, including liquidity, during 2014.

Foreign Currency Exchange Rates

The functional currency of the Company's international subsidiaries is generally the currency in the respective country of residence of the subsidiary. The translation from the functional currencies to the U.S. Dollar for sales and expenses is based on the average exchange rate during the period, and for assets and liabilities, the exchange rate at the reporting date. Changes in foreign currency exchange rates have affected and may continue to affect the Company's sales, expenses, net income, assets, liabilities and cash flows. The impact of changes in foreign currency exchange rates decreased diluted EPS by $0.03 for the three months ended March 31, 2014, when compared to the same prior year period.

The Company transacts business in many parts of the world and is subject to risks associated with changing foreign currency exchange rates. Accordingly, the Company uses derivative instruments designated as cash flow and net investment hedges as well as derivative instruments that are not designated as hedging instruments to mitigate this risk.

The market risk of these contracts represents the potential loss in fair value of net currency positions at period-end due to an adverse change in foreign currency exchange rates. The Company does not enter into foreign currency contracts for speculative trading purposes. The Company's policy is to manage the foreign currency risks associated with forecasted intercompany inventory purchases and existing assets and liabilities through foreign currency forward exchange contracts.

Cash Flow Hedges

A significant portion of the Company's cost of products and services sold is denominated in the U.S. Dollar, while over 60 percent of the Company's sales are denominated in other currencies. Intercompany inventory purchases, which are sourced primarily from subsidiaries with U.S. Dollar functional currencies, are sold to customers by international subsidiaries in other currencies. The Company uses foreign currency forward exchange contracts to mitigate the foreign currency risk associated with these forecasted intercompany inventory purchases. These derivatives have been designated as cash flow hedges for accounting purposes.

Net Investment Hedges

The Company also holds investments in international subsidiaries that own net assets denominated in foreign currencies. The U.S. Dollar value of these foreign currency denominated net assets fluctuate as the exchange rate fluctuates. From time to time the Company will enter into net investment hedges to reduce the variability in the U.S. Dollar equivalent of net asset values due to changes in exchange rates. These derivatives have been designated as net investment hedges for accounting purposes.

Derivatives Not Designated As Hedging Instruments

The Company also uses foreign currency forward exchange contracts, which are not designated as hedging instruments, primarily to hedge the value of certain intercompany receivables and payables denominated in foreign currencies. The Company's objective is to minimize the impact of foreign currency exchange rate changes during the period of time between the original transaction date and its cash settlement.

The Company continues to assess the potential impact of recent trends in the global economic environment on the availability of and its access to these contracts in the open market, as well as the ability of the counterparties to meet their obligations. While we continue to monitor the impact of uncertainties in various international locations, management does not believe that a significant risk exists of these contracts becoming unavailable in the global marketplace within the next twelve months.

22

Item 4. Controls and Procedures.

The Company's management, under the supervision and with the participation of the Company's CEO and CFO, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of March 31, 2014. Based upon their evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are effective as of that date to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. They have also determined in their evaluation that there was no change in the Company's internal control over financial reporting during the quarter ended March 31, 2014 that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.

23

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The information contained in Note 14 – Contingent Liabilities and Commitments to the Company's consolidated financial statements included in Part I, Item 1 of this Report is incorporated by reference herein.

Item 1A. Risk Factors.

There have been no material changes from the risk factors included in Part I, Item 1A of the Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table presents the information about share repurchases for the three months ended March 31, 2014:

Issuer Purchases of Equity Securities (share amounts in millions)
				Total Number	Maximum
				of Shares	Number of
				Purchased as	Shares that
				Part of	May Yet Be
	Total			Publicly	Purchased
	Number of	Average Price		Announced	Under the
	Shares	Paid		Plans or	Plans or
Period	Purchased	per Share		Programs	Programs
Jan 1, 2014 - Jan 31, 2014	—	—		101.1	8.9
Feb 1, 2014 - Feb 28, 2014	0.9	$	94.01	102.0	8.0
Mar 1, 2014 - Mar 31, 2014	—	—		102.0	8.0
Total	0.9	$	94.01	102.0	8.0

On November 8, 2011, the Board extended the authorization to repurchase the remaining 2.4 million shares under the share repurchase program that was previously approved on October 20, 2008, and authorized the repurchase of an additional 10 million shares. These authorizations expire on November 8, 2014. This brings the total authorization to 110 million shares. The timing and number of additional shares authorized and purchased, if any, will depend on market conditions and other factors.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

See Index to Exhibits.

24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SIGMA-ALDRICH CORPORATION                              (Registrant)
April 24, 2014	/s/    Michael F. Kanan
Date	Michael F. Kanan, Vice President and Corporate Controller (on behalf of the Company and as Principal Accounting Officer)

25

INDEX TO EXHIBITS

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

			Incorporated by Reference
Exhibit Number	Exhibit Description	Filed Herewith	Form	Period Ending	Exhibit	Filing Date
10.1	Performance Share Award Agreement for Jan A. Bertsch under the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan (Four-Year Vest), dated as of February 10, 2014*	X
10.2	Performance Share Award Agreement for Jan A. Bertsch under the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan (Three-Year Vest), dated as of February 10, 2014*	X
10.3	Non-Qualified Stock Option Agreement for Jan A. Bertsch under the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan, dated as of February 10, 2014*	X
31.1	Certification of Chief Executive Officer required by Rule 13a-15(e) and 15d-15(e) under the Exchange Act	X
31.2	Certification of Chief Financial Officer required by Rule 13a-15(e) and 15d-15(e) under the Exchange Act	X
32.1	CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2	CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X
*	Represents management contract or compensatory plan or arrangement.

26

EX-10.1

Exhibit 10.1

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE

SIGMA-ALDRICH CORPORATION

2003 LONG-TERM INCENTIVE PLAN, AS AMENDED

This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is made under the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan, as amended (the “Plan”) by and between Sigma-Aldrich Corporation (the “Company”) and Jan A. Bertsch (“Employee”) as of February 10, 2014 (“Award Date”).

BACKGROUND

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

B. The Company desires to grant to Employee a performance share award under the terms of the Plan and this Agreement.

TERMS

1) Grant of Award. Pursuant to action of the Committee (as defined herein), the Company hereby grants to the Employee 1,670 performance shares (“Performance Shares”), subject to the terms, conditions, and adjustments set forth in this Agreement and Exhibit A hereto and the Plan. The Performance Shares granted hereby are referred to as the "Award." Notwithstanding anything herein or in Exhibit A or the Plan to the contrary, this award is subject to the Company’s Financial Restatement Policy as amended from time to time.

2) Award Subject to Plan. The Award is granted under, and is expressly subject to, all of the terms and provisions of the Plan, as amended from time to time, which terms are incorporated herein by reference. The Committee described in Section 3 of the Plan (the "Committee") has been appointed by the Board of Directors, and designated by it, as the Committee to make awards.

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

a) Vesting of the Award shall be contingent, in full, on the satisfaction of the minimum “Cumulative Free Cash Flow” criteria during the three year period beginning January 1, 2014, and ending December 31, 2016 (the “Performance Period”), as described more fully in Exhibit A hereto (the “Performance Vesting Requirement”); and

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

4) Payment. Subject to the satisfaction of the Performance Vesting Requirement and Time Vesting Requirement, following the Time Vesting Date but no later than March 15 of the calendar year following the year in which the Time Vesting Date occurs, the Company will deliver to Employee one share of the Company's Stock for each then-outstanding Performance Share subject to this Agreement; except that, the Committee shall take such action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes as provided in Section 6. No fractional Shares shall be issued, and any fractional Shares shall be rounded down to the nearest whole Share.

5) Termination of Award.

(a) The Award shall not vest and this Agreement will terminate and be of no further force or effect on the date that Employee is, at any time prior to the Time Vesting Date, no longer actively employed by the Company or any affiliate of the Company, whether due to Retirement or voluntary or involuntary termination, other than

on account of death, Disability, voluntary termination by Employee for Good Reason (as defined below) or involuntary termination by the Company other than for Cause (as defined below) to the extent specifically provided herein. Employee will, however, be entitled to receive any Stock payable under Section 4 of this Agreement if Employee's employment terminates after the Time Vesting Date but before Employee's receipt of such Stock. The Award shall not be affected by any change in employment responsibilities after the Award is granted, including any change in employment position with the Company that is otherwise deemed to be ineligible for the grant of an award under the Plan, so long as the Employee continues to be actively employed by the Company or any of its subsidiaries.

For purposes of this Agreement “Cause” and “Good Reason” will have the meanings set forth in the Change in Control Agreement by and between the Company and Employee, dated as of March 5, 2012.

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

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

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

7) Tax Withholding. The Company shall withhold from any payment hereunder an amount of shares of Company Stock sufficient to cover any required withholding taxes to the extent required by minimum statutory withholding requirements.

8) Non-Transferability. Neither the award nor any rights under this Agreement may be assigned, transferred, or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, will be void and of no effect.

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

10) Choice of Law. To the extent not preempted by Federal law, this Agreement and all determinations and actions taken hereunder and thereunder shall be governed by the laws of the State of Missouri, without giving effect to principles of conflicts or choice of law rules or principles, and construed accordingly, except for those matters subject to the General Corporation Law of Delaware, which shall be governed by such law, without giving effect to principles of conflicts laws, and construed accordingly.

11) Adjustment. Appropriate adjustments in outstanding Performance Shares and payments with respect to such outstanding Performance Shares shall be made by the Committee to give effect to adjustments made in the number or type of Shares through a reclassification, stock dividend, stock split or stock combination, or similar event in accordance with the terms of the Plan.

12) Section 409A. It is intended that this Agreement shall be administered in a manner that will comply with or meet an exception from Section 409A of the Code, and this Agreement shall be administered and interpreted in accordance with such intent. The Committee may adopt rules deemed necessary or appropriate to qualify for an exception from or to comply with the requirements of Section 409A of the Code. Notwithstanding anything in this Section to the contrary, no amendment to or payment under this Agreement will be made unless permitted under Section 409A of the Code.

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

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

SIGMA-ALDRICH CORPORATION

By: /s/ Rakesh Sachdev

Rakesh Sachdev, President

and Chief Executive Officer

Employee

/s/ Jan A. Bertsch

Jan A. Bertsch

Exhibit A

(Performance Share Award Agreement)

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

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

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

EX-10.2

Exhibit 10.2

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE

SIGMA-ALDRICH CORPORATION

2003 LONG-TERM INCENTIVE PLAN, AS AMENDED

This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is made under the Sigma-Aldrich Corporation 2003 Long-Term Incentive Plan, as amended (the “Plan”) by and between Sigma-Aldrich Corporation (the “Company”) and Jan A. Bertsch (“Employee”) as of February 10, 2014 (“Award Date”).

BACKGROUND

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

B. The Company desires to grant to Employee a performance share award under the terms of the Plan and this Agreement.

TERMS

1) Grant of Award. Pursuant to action of the Committee (as defined herein), the Company hereby grants to the Employee 1,670 performance shares (“Performance Shares”), subject to the terms, conditions, and adjustments set forth in this Agreement and Exhibit A hereto and the Plan. The Performance Shares granted hereby are referred to as the "Award." Notwithstanding anything herein or in Exhibit A or the Plan to the contrary, this award is subject to the Company’s Financial Restatement Policy as amended from time to time.

2) Award Subject to Plan. The Award is granted under, and is expressly subject to, all of the terms and provisions of the Plan, as amended from time to time, which terms are incorporated herein by reference. The Committee described in Section 3 of the Plan (the "Committee") has been appointed by the Board of Directors, and designated by it, as the Committee to make awards.

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

a) Vesting of the Award shall be contingent, in full, on the satisfaction of the minimum “Cumulative Free Cash Flow” criteria during the three year period beginning January 1, 2014, and ending December 31, 2016 (the “Performance Period”), as described more fully in Exhibit A hereto (the “Performance Vesting Requirement”); and

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

4) Payment. Subject to the satisfaction of the Performance Vesting Requirement and Time Vesting Requirement, following the Time Vesting Date but no later than March 15 of the calendar year following the year in which the Time Vesting Date occurs, the Company will deliver to Employee one share of the Company's Stock for each then-outstanding Performance Share subject to this Agreement; except that, the Committee shall take such action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes as provided in Section 6. No fractional Shares shall be issued, and any fractional Shares shall be rounded down to the nearest whole Share.

5) Termination of Award.

(a) The Award shall not vest and this Agreement will terminate and be of no further force or effect on the date that Employee is, at any time prior to the Time Vesting Date, no longer actively employed by the Company or any affiliate of the Company, whether due to Retirement or voluntary or involuntary termination, other than

on account of death, Disability, voluntary termination by Employee for Good Reason (as defined below) or involuntary termination by the Company other than for Cause (as defined below) to the extent specifically provided herein. Employee will, however, be entitled to receive any Stock payable under Section 4 of this Agreement if Employee's employment terminates after the Time Vesting Date but before Employee's receipt of such Stock. The Award shall not be affected by any change in employment responsibilities after the Award is granted, including any change in employment position with the Company that is otherwise deemed to be ineligible for the grant of an award under the Plan, so long as the Employee continues to be actively employed by the Company or any of its subsidiaries.

For purposes of this Agreement “Cause” and “Good Reason” will have the meanings set forth in the Change in Control Agreement by and between the Company and Employee, dated as of March 5, 2012.

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

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

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

7) Tax Withholding. The Company shall withhold from any payment hereunder an amount of shares of Company Stock sufficient to cover any required withholding taxes to the extent required by minimum statutory withholding requirements.

8) Non-Transferability. Neither the award nor any rights under this Agreement may be assigned, transferred, or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, will be void and of no effect.

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

10) Choice of Law. To the extent not preempted by Federal law, this Agreement and all determinations and actions taken hereunder and thereunder shall be governed by the laws of the State of Missouri, without giving effect to principles of conflicts or choice of law rules or principles, and construed accordingly, except for those matters subject to the General Corporation Law of Delaware, which shall be governed by such law, without giving effect to principles of conflicts laws, and construed accordingly.

11) Adjustment. Appropriate adjustments in outstanding Performance Shares and payments with respect to such outstanding Performance Shares shall be made by the Committee to give effect to adjustments made in the number or type of Shares through a reclassification, stock dividend, stock split or stock combination, or similar event in accordance with the terms of the Plan.

12) Section 409A. It is intended that this Agreement shall be administered in a manner that will comply with or meet an exception from Section 409A of the Code, and this Agreement shall be administered and interpreted in accordance with such intent. The Committee may adopt rules deemed necessary or appropriate to qualify for an exception from or to comply with the requirements of Section 409A of the Code. Notwithstanding anything in this Section to the contrary, no amendment to or payment under this Agreement will be made unless permitted under Section 409A of the Code.

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

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

SIGMA-ALDRICH CORPORATION

By: /s/ Rakesh Sachdev

Rakesh Sachdev, President

and Chief Executive Officer

Employee

/s/ Jan A. Bertsch

Jan A. Bertsch

Exhibit A

(Performance Share Award Agreement)

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

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

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

EX-10.3

Exhibit 10.3

SIGMA-ALDRICH CORPORATION

2003 LONG-TERM INCENTIVE PLAN (As Amended)

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of February 10, 2014 by and between Sigma-Aldrich Corporation (the “Company”) and Jan A. Bertsch (the “Awardee”).

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

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

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

1.In accordance with and subject to all of the terms, provisions and conditions of the Plan, approved and adopted by the Board of Directors (the “Board”) and shareholders of the Company, and in accordance with and subject to the action relating to the Plan from time to time taken and authorized by the committee of directors appointed by the Board to administer the Plan (the “Committee”), including the rules from time to time promulgated by said Committee (copies of which are and will be maintained on file at the offices of the Secretary or Assistant Secretaries of the Company, subject to examination by any optionee holding options under the Plan), pursuant to action of the Committee, which action was taken on February 10, 2014 (the “Date of Award”), the Company has granted to the Awardee (who on the Date of Award is an employee of the Company or of an affiliate of the Company) the right and option to purchase from the Company 10,820 shares of the Company’s common stock, $1.00 par value per share (“Common Stock”), at and for the purchase price per share of $93.07, payable at the time of exercise of such option in cash or in the form of Common Stock previously acquired by the Awardee or a combination thereof. The option shall be a Non-Qualified Stock Option and not Incentive Stock Option within the meaning of the Plan and Section 422 of the Code.

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

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

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

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

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

(1)Termination of Employment - General

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

(2)Termination of Employment - Exceptions

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

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

The terms “Cause” and “Good Reason” shall have the meanings given such terms in the Change in Control Agreement by and between the Company and the Awardee, dated as of March 5, 2012.

(B) By Death or Permanent and Total Disability

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

(C) By Retirement

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

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

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

(E) Certain Corporate Transactions

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

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

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

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

6.To the extent not specifically defined in this Agreement all capitalized terms used in this Agreement will have the same meanings ascribed to them in the Plan. By execution of this Agreement, the Awardee acknowledges receipt of a copy of the Plan.

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

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

SIGMA-ALDRICH CORPORATION

By: /s/ Rakesh Sachdev

Rakesh Sachdev, President

and Chief Executive Officer

AWARDEE

/s/ Jan A. Bertsch

Jan A. Bertsch

EX-31.1

Exhibit 31.1

CEO FORM 10-Q CERTIFICATION

I, Rakesh Sachdev, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Sigma-Aldrich Corporation;

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

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

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

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

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

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

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

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

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

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

Date: April 24, 2014

/s/    Rakesh Sachdev

Rakesh Sachdev

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CFO FORM 10-Q CERTIFICATION

I, Jan A. Bertsch, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Sigma-Aldrich Corporation;

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

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

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

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

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

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

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

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

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

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

Date: April 24, 2014

/s/    Jan A. Bertsch

Jan A. Bertsch

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AND EXCHANGE ACT RULE 13a-14(b)

In connection with the quarterly report of Sigma-Aldrich Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rakesh Sachdev, President and Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/    Rakesh Sachdev

Rakesh Sachdev

President and Chief Executive Officer

Sigma-Aldrich Corporation

April 24, 2014

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AND EXCHANGE ACT RULE 13a-14(b)

In connection with the quarterly report of Sigma-Aldrich Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jan A. Bertsch, Executive Vice President and Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/    Jan A. Bertsch

Jan A. Bertsch

Executive Vice President and Chief Financial Officer

Sigma-Aldrich Corporation

April 24, 2014

XML

Financial Derivatives and Risk Management (General Cash Flow Hedge Information) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Minimum [Member]
Derivative [Line Items]
Percent of net revenue denominated in Non-US currencies (over)	60.00%
Net Investment Hedging [Member]
Derivative [Line Items]
Derivative, notional amount	$ 213	$ 0
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, notional amount	379	298
Maximum length of time hedged in cash flow hedge	24 months
Cash Flow Hedging [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, notional amount	$ 216	$ 199
Maximum length of time hedged in foreign currency cash flow hedge	6 months

XML

Accumulated Other Comprehensive Income Disclosure (Reclassifications from Accumulated Other Comprehensive Income) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 Cost of Sales [Member]	Mar. 31, 2013 SG&A [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Gain (loss) reclassified from accumulated other comprehensive income	$ 1	$ (1)

XML

Other Assets And Liabilities (Other Current Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Other Assets And Liabilities [Abstract]
Legal and professional	$ 5	$ 5
Pension and post-retirement liability	3	2
Freight	10	7
Other accrued expenses	64	63
Total other current liabilities	$ 82	$ 77

XML

Other Assets And Liabilities (Other Current Assets) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Other Assets And Liabilities [Abstract]
Other receivables	$ 35	$ 36
Prepaid expenses	22	22
Certificates of deposit	27	27
Other current assets	2	2
Total other current assets	$ 86	$ 87

XML

Intangible Assets (Change In Net Goodwill) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Goodwill [Roll Forward]
Balance at December 31, 2013	$ 691
Impact of foreign currency exchange rates	2
Balance at March 31, 2014	$ 693

XML

Company Operations By Business Unit (Tables)

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Net Sales For The Company's Business Units

The business unit structure is the Company's approach to serving customers and reporting sales rather than any internal division

used to allocate resources. Sales for the Company's business units are as follows:

	Three Months Ended March 31,
	2014		2013
Research	$	359	$	361
Applied	171		159
SAFC Commercial	159		155
Total	$	689	$	675

Geographic Financial Information - Net Sales To Unaffiliated Customers

Sales are attributed to countries based upon the location from which the product was shipped or services were performed. Geographic financial information is as follows:

	Three Months Ended March 31,
	2014		2013
Sales to unaffiliated customers:
United States	$	257	$	256
International	432		419
Total	$	689	$	675

Geographic Financial Information - Long-Lived Assets

	March 31, 2014		December 31, 2013
Long-lived assets:
United States	$	519	$	523
United Kingdom	93		84
Other countries	273		273
Total	$	885	$	880

XML

Restructuring Charges (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Sep. 30, 2013 employee	Dec. 31, 2013
Restructuring Cost and Reserve [Line Items]
Number of employees impacted by the restructuring		90
Total restructuring costs expected		$ 12
Restructuring charges	1		10
Remaining restructuring costs to be recognized	2
Reduction of Value of Assets Impacted by Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Total restructuring costs expected		9
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Total restructuring costs expected		$ 3

XML

Company Operations By Business Unit (Geographic Financial Information - Long-Lived Assets) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Segment Reporting Information [Line Items]
Long-lived assets	$ 885	$ 880
United States [Member]
Segment Reporting Information [Line Items]
Long-lived assets	519	523
United Kingdom
Segment Reporting Information [Line Items]
Long-lived assets	93	84
Other Countries [Member]
Segment Reporting Information [Line Items]
Long-lived assets	$ 273	$ 273

XML

Financial Derivatives and Risk Management (Fair Value of Derivatives) - Balance Sheet (Details) (Cash Flow Hedging [Member], Foreign Exchange Forward [Member], Designated as Hedging Instrument [Member], USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Other Comprehensive Income (Loss) [Member]
Derivatives, Fair Value [Line Items]
Gain (loss) recognized in AOCI, net	$ 0	$ 2
Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Forward exchange contracts asset derivative	4	5
Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Forward exchange contracts liability derivative	$ 5	$ 6

XML

Share Repurchases (Details)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Disclosure of Repurchase Agreements [Abstract]
Cumulative shares repurchased	102,000,000	101,000,000
Authorized shares repurchase (in shares)	110,000,000
Shares repurchased during period	900,000

XML

Other Assets And Liabilities (Other Assets) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Other Assets And Liabilities [Abstract]
Other investments	$ 13	$ 11
Cash value of life insurance policies	36	34
Deferred taxes	11	11
Long term certificates of deposit	33	33
Pension and post-retirement asset	16	14
Other non-current assets	28	29
Total other assets	$ 137	$ 132

XML

Inventories

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Inventories

Inventories

The principal categories of inventories are:

	March 31, 2014		December 31, 2013
Finished goods	$	570	$	575
Work in process	30		27
Raw materials	105		97
Total	$	705	$	699

XML

Pension And Post-Retirement Benefits (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	0 Months Ended	3 Months Ended		1 Months Ended	12 Months Ended
	Mar. 31, 2014 International [Member]	Jan. 02, 2014 International [Member] Switzerland	Mar. 31, 2014 United States [Member]	Mar. 31, 2013 United States [Member]	Feb. 28, 2014 Post-Retirement Medical Benefit Plans [Member]	Dec. 31, 2014 Forecast [Member]
Defined Benefit Plan Disclosure [Line Items]
Reduction in projected benefit obligation due to plan amendments		$ 11			$ 17
Employer contributions to pension plans	1					6
Cost of 401(k) retirement savings plan			$ 6	$ 6

XML

Accumulated Other Comprehensive Income Disclosure (Tables)

3 Months Ended

Mar. 31, 2014

Equity [Abstract]

Changes in Accumulated Other Comprehensive Income by Component

The following table shows the components of AOCI for the three months ended March 31, 2014:

	Foreign Currency Translation Adjustment Income (Loss), Net		Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Cash Flow Hedges, Net			Total
Beginning balance at December 31, 2013	$	141	$	(23	)	$	2		$	120
Other comprehensive income (loss) before reclassification	6		18			(1		)	23
Less: Amounts reclassified from accumulated other comprehensive income to net income	—		—			1			1
Net current-period other comprehensive income (loss)	6		18			(2		)	22
Ending balance	$	147	$	(5	)	$	—		$	142

The following table shows the components of AOCI for the three months ended March 31, 2013:

	Foreign Currency Translation Adjustment Income (Loss), Net			Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net		Unrealized Gain (Loss) on Cash Flow Hedges		Total
Beginning balance at December 31, 2012	$	141		$	(78	)	$	3	$	3	$	69
Other comprehensive income (loss) before reclassification	(55		)	—			3		11		(41		)
Less: Amounts reclassified from accumulated other comprehensive income (loss) to net income	—			(2		)	1		—		(1		)
Net current-period other comprehensive income (loss)	(55		)	2			2		11		(40		)
Ending balance	$	86		$	(76	)	$	5	$	14	$	29

XML

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Shares Used In Calculation Of Earnings Per Share

EPS calculations have been made using the following share information (in millions):

	Three Months Ended March 31,
	2014	2013
Weighted average shares
Basic shares	119	120
Effect of dilutive securities	1	1
Diluted shares	120	121

XML

Pension And Post-Retirement Benefits (Components Of The Net Periodic Benefit Costs) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 0	$ 0
Interest cost	2	2
Expected return on plan assets	(3)	(3)
Amortization	0	1
Net periodic benefit cost	(1)	0
International [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	2	3
Interest cost	2	2
Expected return on plan assets	(3)	(3)
Amortization	0	1
Net periodic benefit cost	1	3
Post-Retirement Medical Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	0	0
Interest cost	0	0
Expected return on plan assets	0	0
Amortization	0	0
Net periodic benefit cost	$ 0	$ 0

XML

Inventories (Principal Categories Of Inventories) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Inventory Disclosure [Abstract]
Finished goods	$ 570	$ 575
Work in process	30	27
Raw materials	105	97
Total	$ 705	$ 699

XML

Intangible Assets (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 6	$ 7
Finite-lived intangible assets, future amortization expense, four year estimate, minimum	21
Finite-lived intangible assets, future amortization expense, four year estimate, maximum	$ 24
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives	1 year
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives	20 years

XML

Reclassifications

3 Months Ended

Mar. 31, 2014

Reclassifications [Abstract]

Reclassifications

Reclassifications

Certain reclassifications of prior year amounts have been made to conform to the current year presentation.

XML

Intangible Assets (Amortizable And Unamortizable Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Amortizable intangible assets:
Total amortizable intangible assets, Cost	$ 394	$ 393
Total amortizable intangible assets, Accumulated Amortization	157	150
Indefinite-Lived Intangible Assets (Including Goodwill) [Abstract]
Goodwill, Gross	719	717
Goodwill, Accumulated Amortization	26	26
Total unamortizable intangible assets, Cost	739	737
Total unamortizable intangible assets, Accumulated Amortization	34	34
Trademarks and Trade Names [Member]
Indefinite-Lived Intangible Assets (Including Goodwill) [Abstract]
Trademarks and trade names, Cost	20	20
Trademark Indefinite-lived Intangible Assets, Accumulated Amortization	8	8
Patents [Member]
Amortizable intangible assets:
Total amortizable intangible assets, Cost	15	14
Total amortizable intangible assets, Accumulated Amortization	10	9
Licenses [Member]
Amortizable intangible assets:
Total amortizable intangible assets, Cost	48	48
Total amortizable intangible assets, Accumulated Amortization	23	22
Customer Relationships [Member]
Amortizable intangible assets:
Total amortizable intangible assets, Cost	254	254
Total amortizable intangible assets, Accumulated Amortization	81	77
Technical Knowledge [Member]
Amortizable intangible assets:
Total amortizable intangible assets, Cost	48	48
Total amortizable intangible assets, Accumulated Amortization	20	19
Other [Member]
Amortizable intangible assets:
Total amortizable intangible assets, Cost	29	29
Total amortizable intangible assets, Accumulated Amortization	$ 23	$ 23

XML

Company Operations By Business Unit (Net Sales For The Company's Business Units) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 segment	Mar. 31, 2013
Segment Reporting Information [Line Items]
Net sales to unaffiliated customers	$ 689	$ 675
Number of operating segments	1
Research Business Unit [Member]
Segment Reporting Information [Line Items]
Net sales to unaffiliated customers	359	361
Applied Business Unit [Member]
Segment Reporting Information [Line Items]
Net sales to unaffiliated customers	171	159
SAFC Commercial Business Unit [Member]
Segment Reporting Information [Line Items]
Net sales to unaffiliated customers	$ 159	$ 155

XML

Accumulated Other Comprehensive Income Disclosure (Changes in Accumulated Other Comprehensive Income by Component) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	$ 120	$ 69
Other comprehensive income (loss) before reclassification	23	(41)
Less: Amounts reclassified from accumulated other comprehensive income to net income	1	(1)
Net current-period other comprehensive income (loss)	22	(40)
Ending balance	142	29
Foreign Currency Translation Adjustment Income (Loss), Net [Member]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	141	141
Other comprehensive income (loss) before reclassification	6	(55)
Less: Amounts reclassified from accumulated other comprehensive income to net income	0	0
Net current-period other comprehensive income (loss)	6	(55)
Ending balance	147	86
Pension and Post-Retirement Benefit Plans Income (Loss), Net [Member]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(23)	(78)
Other comprehensive income (loss) before reclassification	18	0
Less: Amounts reclassified from accumulated other comprehensive income to net income	0	(2)
Net current-period other comprehensive income (loss)	18	2
Ending balance	(5)	(76)
Unrealized Gain (Loss) on Securities, Net [Member]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance		3
Other comprehensive income (loss) before reclassification		3
Less: Amounts reclassified from accumulated other comprehensive income to net income		1
Net current-period other comprehensive income (loss)		2
Ending balance		5
Unrealized Gain (Loss) on Cash Flow Hedges, Net [Member]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	2	3
Other comprehensive income (loss) before reclassification	(1)	11
Less: Amounts reclassified from accumulated other comprehensive income to net income	1	0
Net current-period other comprehensive income (loss)	(2)	11
Ending balance	$ 0	$ 14

XML

Consolidated Statements Of Income (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Statement [Abstract]
Sales	$ 689	$ 675
Cost of products and services sold	338	331
Gross profit	351	344
Selling, general and administrative expenses	160	161
Research and development expenses	16	17
Restructuring charges	1	0
Operating income	174	166
Interest, net	1	1
Income before income taxes	173	165
Provision for income taxes	47	43
Net income	$ 126	$ 122
Net income per share - Basic (in dollars per share)	$ 1.06	$ 1.02
Net income per share - Diluted (in dollars per share)	$ 1.05	$ 1.01
Weighted average number of shares outstanding - Basic (in shares)	119	120
Weighted average number of shares outstanding - Diluted (in shares)	120	121
Dividends per share (in dollars per share)	$ 0.23	$ 0.22

XML

Pension And Post-Retirement Benefits (Pension And Post-Retirement Benefits And Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]
Retiree medical liability	$ 22	$ 39
Pension liability	37	36
Subtotal	59	75
Less: current portion (included in other current liabilities)	(3)	(2)
Pension and post-retirement benefits liabilities	$ 56	$ 73

XML

Consolidated Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities:
Net income	$ 126	$ 122
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	33	35
Deferred income taxes	(4)	6
Stock-based compensation expense	8	8
Other	(1)	(2)
Changes in operating assets and liabilities:
Accounts receivable	(32)	(51)
Inventories	(5)	4
Accounts payable	15	(4)
Income taxes	34	21
Other, net	(2)	15
Net cash provided by operating activities	172	154
Cash flows from investing activities:
Capital expenditures	(29)	(25)
Purchases of investments	(2)	(51)
Proceeds from sales of investments	3	20
Other, net	(2)	(3)
Net cash (used in) investing activities	(30)	(59)
Cash flows from financing activities:
Net issuance/(repayment) of short-term debt	(33)	(294)
Dividends	(27)	(26)
Share repurchases	(85)	(27)
Proceeds from exercise of stock options	8	10
Other, net	(1)	3
Net cash (used in) financing activities	(138)	(334)
Effect of foreign currency exchange rate changes on cash	1	(14)
Net change in cash and cash equivalents	5	(253)
Cash and cash equivalents at January 1	722	724
Cash and cash equivalents at March 31	727	471
Supplemental disclosures of cash flow information:
Income taxes paid	13	12
Interest paid, net of capitalized interest	$ (1)	$ 0

XML

Debt (Schedule Of Notes Payable And Long-Term Debt) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014		Dec. 31, 2013
Notes payable
Weighted Average Rate	0.10%		0.10%
Long-term debt
Weighted Average Rate	3.40%		3.40%
Total Notes Payable [Member]
Notes payable
Outstanding	$ 32		$ 65
Total Long-Term Debt [Member]
Long-term debt
Outstanding	300		300
Commercial Paper [Member]
Notes payable
Outstanding	32	[1]	65	[1]
Weighted Average Rate	0.10%	[1]	0.10%	[1]
Sigma-Aldrich Korea Limited Credit Facility, Due June 30, 2014 [Member]
Notes payable
Outstanding	0	[2]	0	[2]
Weighted Average Rate	0.00%	[2]	0.00%	[2]
Sigma-Aldrich Japan Credit Facility [Member]
Notes payable
Outstanding	0	[3]	0	[3]
Weighted Average Rate	0.00%	[3]	0.00%	[3]
Other Short-Term Credit Facilities [Member]
Notes payable
Outstanding	0	[4]	0	[4]
Weighted Average Rate	0.00%	[4]	0.00%	[4]
Senior Notes, Due November 1, 2020 [Member]
Long-term debt
Weighted Average Rate	3.40%	[5]	3.40%	[5]
Senior Notes, Due November 1, 2020 [Member] | Long-Term Debt [Member]
Long-term debt
Outstanding	$ 300	[5]	$ 300	[5]

[1] The Company has a $600 five-year revolving credit facility with a syndicate of banks in the U.S. that supports the Company's commercial paper program. The facility matures on May 10, 2018. At March 31, 2014 and December 31, 2013, the Company did not have any borrowings outstanding under the facility. However, the amount available under the facility is reduced by the amount of commercial paper outstanding. The facility contains financial covenants that require the maintenance of a ratio of consolidated debt to total capitalization of no more than 65.0 percent and an aggregate amount of subsidiary debt plus consolidated secured debt of no more than 25.0 percent of total net worth. The Company's total consolidated debt as a percentage of total capitalization and aggregate amount of subsidiary debt plus consolidated secured debt as a percentage of total net worth, as defined in the underlying credit agreement, was 10.6 percent and 0.0 percent, respectively, at March 31, 2014.

[2] There were no outstanding borrowings under this facility, which had a total commitment of 20 billion Korean Won ($19), at March 31, 2014.

[3] Sigma-Aldrich Japan GK has two credit facilities with a total commitment of 2 billion Japanese Yen ($19), with one facility expiring April 30, 2014 and the other representing a line of credit with no expiration. There were no borrowings under the facilities at March 31, 2014.

[4] There were no borrowings under these facilities, which have total commitments in U.S. Dollar equivalents of $3, at March 31, 2014.

[5] The Company has $300 of 3.375 percent Senior Notes due November 1, 2020. Interest on the notes is payable May 1 and November 1 of each year. The notes may be redeemed, in whole or in part at the Company’s option, (i) at any time at specific redemption prices plus accrued interest or (ii) three months prior to the maturity date at a redemption price equal to 100 percent of the principal amount plus accrued interest.

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill

The Company's amortizable and unamortizable intangible assets at March 31, 2014 and December 31, 2013 were as follows:

	Cost				Accumulated Amortization
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
Amortizable intangible assets:
Patents	$	15	$	14	$	10	$	9
Licenses	48		48		23		22
Customer relationships	254		254		81		77
Technical knowledge	48		48		20		19
Other	29		29		23		23
Total amortizable intangible assets	$	394	$	393	$	157	$	150
Unamortizable intangible assets:
Goodwill	$	719	$	717	$	26	$	26
Trademarks and trade names	20		20		8		8
Total unamortizable intangible assets	$	739	$	737	$	34	$	34

Change In Net Goodwill

The change in net goodwill for the three months ended March 31, 2014 is as follows:

Balance at December 31, 2013	$	691
Impact of foreign currency exchange rates	2
Balance at March 31, 2014	$	693

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Debt (Notes Payable And Long-Term Debt - Additional Information) (Details)	3 Months Ended						3 Months Ended
	Mar. 31, 2014 Five-Year Revolving Credit Facility Maturing May 10, 2018 [Member] USD ($)	Mar. 31, 2014 Sigma-Aldrich Korea Limited Credit Facility, Due June 30, 2014 [Member] USD ($)	Mar. 31, 2014 Sigma-Aldrich Korea Limited Credit Facility, Due June 30, 2014 [Member] KRW	Mar. 31, 2014 Sigma-Aldrich Japan Credit Facility [Member] USD ($)	Mar. 31, 2014 Sigma-Aldrich Japan Credit Facility [Member] JPY (¥)	Mar. 31, 2014 Other Short-Term Credit Facilities [Member] USD ($)	Mar. 31, 2014 Senior Notes, Due November 1, 2020 [Member] USD ($)
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity	$ 600,000,000	$ 19,000,000	20,000,000,000	$ 19,000,000	¥ 2,000,000,000	$ 3,000,000	$ 300,000,000
Line of credit facility, term	5 years
Debt instrument, maturity date	May 10, 2018	Jun. 30, 2014	Jun. 30, 2014	Apr. 30, 2014	Apr. 30, 2014		Nov. 01, 2020
Debt instrument covenant ratio of consolidated debt to total capitalization, maximum	65.00%
Debt Instrument, covenant, ratio of consolidated debt to total net worth	25.00%
Consolidated debt as percentage of total capitalization	10.60%
Debt Instrument, covenant ratio, consolidated debt plus subsidiary debt as a percentage of total net worth	0.00%
Stated interest rate							3.375%
Duration debt can be redeemed at 100 percent plus accrued interest							3 months
Debt redemption price, percentage							100.00%

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Financial Derivatives and Risk Management (Tables)

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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

The following table summarizes the fair values of the foreign currency forward exchange contracts designated as cash flow hedges at March 31, 2014 and December 31, 2013:

Item	Reporting Location	March 31, 2014		December 31, 2013
Forward exchange contracts asset derivative	Other current assets	$	4	$	5
Forward exchange contracts liability derivative	Other current liabilities	5		6
Gain recognized in AOCI, net	AOCI	—		2

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

The following table summarizes the effect of the foreign currency forward exchange contracts designated as cash flow hedges on the Company's consolidated statements of comprehensive income during the three months ended March 31, 2014 and March 31, 2013, net of immaterial tax effects.

Item	Reporting Location	Three Months Ended March 31, 2014			Three Months Ended March 31, 2013
Gain/(Loss) recognized in OCI, net	OCI	$	(1	)	$	11
Gain reclassified from AOCI into net income	Costs of products and services sold	1			—

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Basis Of Presentation

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

Sigma-Aldrich Corporation, headquartered in St. Louis, Missouri, is a leading Life Science and Technology company whose biochemical and organic chemical products, kits and services are used in scientific research, including genomic and proteomic research, biotechnology, pharmaceutical development, the diagnosis of disease and as key components in pharmaceutical, diagnostics and high technology manufacturing.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information, the SEC's instructions to Form 10-Q and Article 10 of Regulation S-X and, accordingly, do not include all information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the notes to the Company's consolidated financial statements included in Part II, Item 8 of the Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included in these consolidated financial statements. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

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Consolidated Statements Of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
Net income	$ 126	$ 122
Other comprehensive income/(loss), net of tax:
Foreign currency translation gain/(loss), net	6	(55)
Pension and post retirement, net	18	2
Unrealized gain/(loss) on securities, net	0	2
Unrealized gain/(loss) on forward exchange contracts, net	(2)	11
Total other comprehensive income/(loss)	22	(40)
Comprehensive income	$ 148	$ 82

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Earnings Per Share

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share

Earnings per Share

Basic EPS is calculated using the weighted average number of shares outstanding during each period. The diluted EPS calculation includes the impact of dilutive equity compensation awards.

EPS calculations have been made using the following share information (in millions):

	Three Months Ended March 31,
	2014	2013
Weighted average shares
Basic shares	119	120
Effect of dilutive securities	1	1
Diluted shares	120	121

Potential common shares totaling 1 million were excluded from the calculation of diluted weighted average shares for the three months ended March 31, 2014 and March 31, 2013 because their effects were antidilutive.

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Document And Entity Information	3 Months Ended
	Mar. 31, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Entity Registrant Name	SIGMA ALDRICH CORP
Entity Central Index Key	0000090185
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	118,841,567

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Share Repurchases

3 Months Ended

Mar. 31, 2014

Disclosure of Repurchase Agreements [Abstract]

Share Repurchases

Share Repurchases

At March 31, 2014 and December 31, 2013, the Company had repurchased a total of 102 and 101 million shares, respectively, of an authorized repurchase of up to 110 million shares. During the three months ended March 31, 2014, the Company repurchased 900,000 shares.

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 727	$ 722
Accounts receivable	415	382
Inventories	705	699
Deferred taxes	33	31
Other	86	87
Total current assets	1,966	1,921
Property, plant and equipment:
Property, plant and equipment	2,119	2,098
Less - accumulated depreciation	(1,311)	(1,292)
Property, plant and equipment, net	808	806
Goodwill	693	691
Intangibles, net	249	255
Other	137	132
Total assets	3,853	3,805
Current liabilities:
Notes payable	32	65
Accounts payable	167	152
Payroll	57	64
Income taxes	56	25
Other	82	77
Total current liabilities	394	383
Long-term debt	300	300
Pension and post-retirement benefits	56	73
Deferred taxes	72	74
Other	84	80
Total liabilities	906	910
Stockholders' equity:
Common stock, $1.00 par value; 300 million shares authorized; 202 million shares issued at March 31, 2014 and December 31, 2013; 119 million shares outstanding at March 31, 2014 and December 31, 2013	202	202
Capital in excess of par value	339	322
Common stock in treasury, at cost, 83 million shares at March 31, 2014 and December 31, 2013	(2,493)	(2,407)
Retained earnings	4,757	4,658
Accumulated other comprehensive income	142	120
Total stockholders' equity	2,947	2,895
Total liabilities and stockholders' equity	$ 3,853	$ 3,805

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Financial Derivatives and Risk Management

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Derivatives and Risk Management

Financial Derivatives and Risk Management

The Company conducts business in many parts of the world and is subject to risks associated with changing foreign currency exchange rates. Accordingly, the Company uses derivative instruments designated as cash flow hedges and net investment hedges, as well as derivative instruments that are not designated as hedging instruments to mitigate this risk. These derivative instruments are primarily comprised of foreign currency forward exchange contracts, and are classified within Level 2 of the fair value hierarchy for which fair value is determined by using foreign currency market spot rates and forward points observable at commonly quoted intervals. The Company does not enter into foreign currency forward exchange contracts for speculative trading purposes.

Cash Flow Hedges

A significant portion of the Company's cost of products and services sold is denominated in the U.S. Dollar, while over 60 percent of the Company's sales are denominated in other currencies. Intercompany inventory purchases, which are sourced primarily from subsidiaries with U.S. Dollar functional currencies, are sold to customers by international subsidiaries in other local currencies. The Company uses foreign currency forward exchange contracts to mitigate the foreign currency risk associated with these forecasted intercompany inventory purchases.

These foreign currency forward exchange contracts have been designated as hedges of the variability of cash flows related to forecasted inventory purchases due to changes in foreign currency exchange rates. Changes in fair value of these derivatives are deferred in AOCI within stockholders' equity until the underlying hedged items are recognized in net income. Accordingly, the Company records cash flow hedge gains or losses within cost of products and services sold when the related inventory is sold to a customer. To the extent any portion of the hedge contract is determined to be ineffective, the increase or decrease in value of the contract prior to maturity will be recognized in income immediately. The cash flow impact from these derivatives is classified in the operating activities section of the Company's consolidated statements of cash flows, which is the same category as the underlying items being hedged. Gains or losses related to the ineffective portion of these hedging instruments were not material for each of the three months ended March 31, 2014 and 2013. At March 31, 2014 and December 31, 2013, the Company had outstanding notional principal amounts of $379 and $298, respectively, in foreign currency forward exchange contracts associated with cash flow hedging transactions.

The following table summarizes the fair values of the foreign currency forward exchange contracts designated as cash flow hedges at March 31, 2014 and December 31, 2013:

Item	Reporting Location	March 31, 2014		December 31, 2013
Forward exchange contracts asset derivative	Other current assets	$	4	$	5
Forward exchange contracts liability derivative	Other current liabilities	5		6
Gain recognized in AOCI, net	AOCI	—		2

The following table summarizes the effect of the foreign currency forward exchange contracts designated as cash flow hedges on the Company's consolidated statements of comprehensive income during the three months ended March 31, 2014 and March 31, 2013, net of immaterial tax effects.

Item	Reporting Location	Three Months Ended March 31, 2014			Three Months Ended March 31, 2013
Gain/(Loss) recognized in OCI, net	OCI	$	(1	)	$	11
Gain reclassified from AOCI into net income	Costs of products and services sold	1			—

As of March 31, 2014, the majority of these contracts are in established currencies including the Euro, Japanese Yen and British Pound. During the next twelve months the Company expects an immaterial amount of unrealized gains included in AOCI, based on the value of these contracts as of March 31, 2014, will be reclassified into income. The Company generally does not hedge its exposure to the exchange rate variability of future cash flows beyond the next ensuing twenty-four months.

Net Investment Hedges

The Company also holds investments in international subsidiaries that own net assets denominated in foreign currencies. The U.S. Dollar value of these foreign currency denominated net assets fluctuate as the exchange rate fluctuates. From time to time the Company will enter into net investment hedges to reduce the variability in the U.S. Dollar equivalent of net asset values due to changes in exchange rates. In the first quarter of 2014, the Company entered into foreign currency forward exchange contracts with third party banks to hedge certain net assets denominated in the Euro and Swiss Franc.

These hedges have been designated as net investment hedges and qualify for hedge accounting treatment, whereby changes in fair value of the derivative are reported in OCI. To the extent any portion of the hedge contract is determined to be ineffective, the increase or decrease in value of the contract prior to maturity will be recognized in income immediately. The cash flow impact from these derivatives is classified in the investing activities section of the Company's consolidated statements of cash flows. Gains or losses related to the ineffective portion of these hedging instruments were not material for each of the three months ended March 31, 2014 and March 31, 2013. At March 31, 2014 and December 31, 2013, the Company had outstanding notional principal amounts of $213 and $0, respectively, in foreign currency forward exchange contracts associated with net investment hedging transactions.

The impact of these contracts, including their fair value, was not material to the consolidated balance sheet at both March 31, 2014 and December 31, 2013.

Derivatives Not Designated As Hedges

The Company also uses foreign currency forward exchange contracts, which are not designated as hedging instruments, primarily to hedge the value of certain intercompany receivables and payables denominated in foreign currencies. The Company's objective is to minimize the impact of foreign currency exchange rate changes during the period of time between the original transaction date and its cash settlement. Gains and losses on these contracts are recorded in SG&A, based on the difference in the contract rate and the spot rate at the end of each month for all contracts still in force, and are typically offset either partially or completely by transaction gains and losses on the related intercompany receivables and payables. The duration of the contracts typically does not exceed six months. As of March 31, 2014, the majority of these contracts are in established currencies including the Euro, British Pound and Japanese Yen. The impact of these contracts was not material to the consolidated statement of income for both the three months ended March 31, 2014 and 2013. The impact of these contracts was not material to the consolidated balance sheet at both March 31, 2014 and December 31, 2013. The notional amount of open foreign currency forward exchange contracts for derivatives not designated as hedges at March 31, 2014 and December 31, 2013 was $216 and $199, respectively.

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Debt

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Debt

Debt

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

	March 31, 2014				December 31, 2013
	Outstanding		Weighted Average Rate		Outstanding		Weighted Average Rate
Notes payable
Commercial paper (1)	$	32	0.1	%	$	65	0.1	%
Sigma-Aldrich Korea Limited credit facility, due June 30, 2014 (2)	—		—		—		—
Sigma-Aldrich Japan GK credit facilities (3)	—		—		—		—
Other short-term credit facilities (4)	—		—		—		—
Total notes payable	$	32	0.1	%	$	65	0.1	%
Long-term debt
Senior notes, due November 1, 2020 (5)	$	300	3.4	%	$	300	3.4	%
Total long-term debt	$	300	3.4	%	$	300	3.4	%

(1) The Company has a $600five-year revolving credit facility with a syndicate of banks in the U.S. that supports the Company's commercial paper program. The facility matures on May 10, 2018. At March 31, 2014 and December 31, 2013, the Company did not have any borrowings outstanding under the facility. However, the amount available under the facility is reduced by the amount of commercial paper outstanding. The facility contains financial covenants that require the maintenance of a ratio of consolidated debt to total capitalization of no more than 65.0 percent and an aggregate amount of subsidiary debt plus consolidated secured debt of no more than 25.0 percent of total net worth. The Company's total consolidated debt as a percentage of total capitalization and aggregate amount of subsidiary debt plus consolidated secured debt as a percentage of total net worth, as defined in the underlying credit agreement, was 10.6 percent and 0.0 percent, respectively, at March 31, 2014.

(2) There were no outstanding borrowings under this facility, which had a total commitment of 20 billion Korean Won ($19), at March 31, 2014.

(3) Sigma-Aldrich Japan GK has two credit facilities with a total commitment of 2 billion Japanese Yen ($19), with one facility expiring April 30, 2014 and the other representing a line of credit with no expiration. There were no borrowings under the facilities at March 31, 2014.

(4) There were no borrowings under these facilities, which have total commitments in U.S. Dollar equivalents of $3, at March 31, 2014.

(5) The Company has $300 of 3.375 percent Senior Notes due November 1, 2020. Interest on the notes is payable May 1 and November 1 of each year. The notes may be redeemed, in whole or in part at the Company’s option, (i) at any time at specific redemption prices plus accrued interest or (ii) three months prior to the maturity date at a redemption price equal to 100 percent of the principal amount plus accrued interest.

The Company has provided guarantees to certain subsidiaries for any outstanding borrowings from the short-term credit facilities of the wholly-owned Korean and Japanese subsidiaries. At March 31, 2014, there were no existing events of default that would require the Company to honor these guarantees.

Total interest expense incurred on short-term and long-term debt, net of amounts capitalized, was $2 for each of the three months ended March 31, 2014 and March 31, 2013.

The fair value of long-term debt was approximately $308 and $298 at March 31, 2014 and December 31, 2013, respectively. The fair value of long-term debt was based upon a discounted cash flow analysis that used the aggregate cash flows from principal and interest payments over the life of the debt and current market interest rates.

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Debt (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Schedule Of Notes Payable And Long-Term Debt

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

	March 31, 2014				December 31, 2013
	Outstanding		Weighted Average Rate		Outstanding		Weighted Average Rate
Notes payable
Commercial paper (1)	$	32	0.1	%	$	65	0.1	%
Sigma-Aldrich Korea Limited credit facility, due June 30, 2014 (2)	—		—		—		—
Sigma-Aldrich Japan GK credit facilities (3)	—		—		—		—
Other short-term credit facilities (4)	—		—		—		—
Total notes payable	$	32	0.1	%	$	65	0.1	%
Long-term debt
Senior notes, due November 1, 2020 (5)	$	300	3.4	%	$	300	3.4	%
Total long-term debt	$	300	3.4	%	$	300	3.4	%

(1) The Company has a $600five-year revolving credit facility with a syndicate of banks in the U.S. that supports the Company's commercial paper program. The facility matures on May 10, 2018. At March 31, 2014 and December 31, 2013, the Company did not have any borrowings outstanding under the facility. However, the amount available under the facility is reduced by the amount of commercial paper outstanding. The facility contains financial covenants that require the maintenance of a ratio of consolidated debt to total capitalization of no more than 65.0 percent and an aggregate amount of subsidiary debt plus consolidated secured debt of no more than 25.0 percent of total net worth. The Company's total consolidated debt as a percentage of total capitalization and aggregate amount of subsidiary debt plus consolidated secured debt as a percentage of total net worth, as defined in the underlying credit agreement, was 10.6 percent and 0.0 percent, respectively, at March 31, 2014.

(2) There were no outstanding borrowings under this facility, which had a total commitment of 20 billion Korean Won ($19), at March 31, 2014.

(3) Sigma-Aldrich Japan GK has two credit facilities with a total commitment of 2 billion Japanese Yen ($19), with one facility expiring April 30, 2014 and the other representing a line of credit with no expiration. There were no borrowings under the facilities at March 31, 2014.

(4) There were no borrowings under these facilities, which have total commitments in U.S. Dollar equivalents of $3, at March 31, 2014.

(5) The Company has $300 of 3.375 percent Senior Notes due November 1, 2020. Interest on the notes is payable May 1 and November 1 of each year. The notes may be redeemed, in whole or in part at the Company’s option, (i) at any time at specific redemption prices plus accrued interest or (ii) three months prior to the maturity date at a redemption price equal to 100 percent of the principal amount plus accrued interest.

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Accumulated Other Comprehensive Income Disclosure

3 Months Ended

Mar. 31, 2014

Equity [Abstract]

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income

The following table shows the components of AOCI for the three months ended March 31, 2014:

	Foreign Currency Translation Adjustment Income (Loss), Net		Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Cash Flow Hedges, Net			Total
Beginning balance at December 31, 2013	$	141	$	(23	)	$	2		$	120
Other comprehensive income (loss) before reclassification	6		18			(1		)	23
Less: Amounts reclassified from accumulated other comprehensive income to net income	—		—			1			1
Net current-period other comprehensive income (loss)	6		18			(2		)	22
Ending balance	$	147	$	(5	)	$	—		$	142

The following table shows the components of AOCI for the three months ended March 31, 2013:

	Foreign Currency Translation Adjustment Income (Loss), Net			Pension and Post-Retirement Benefit Plans Income (Loss), Net			Unrealized Gain (Loss) on Securities, Net		Unrealized Gain (Loss) on Cash Flow Hedges		Total
Beginning balance at December 31, 2012	$	141		$	(78	)	$	3	$	3	$	69
Other comprehensive income (loss) before reclassification	(55		)	—			3		11		(41		)
Less: Amounts reclassified from accumulated other comprehensive income (loss) to net income	—			(2		)	1		—		(1		)
Net current-period other comprehensive income (loss)	(55		)	2			2		11		(40		)
Ending balance	$	86		$	(76	)	$	5	$	14	$	29

During the three months ended March 31, 2014, amounts reclassified from AOCI included gains of $1 recognized in cost of products and services sold. During the three months ended March 31, 2013, amounts reclassified from AOCI included losses of $1 recognized in SG&A. These adjustments are net of immaterial tax effects.

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Other Assets And Liabilities

3 Months Ended

Mar. 31, 2014

Other Assets And Liabilities [Abstract]

Other Assets And Liabilities

Other Assets and Liabilities

Other current assets

Other current assets are summarized as follows:

	March 31, 2014		December 31, 2013
Other receivables	$	35	$	36
Prepaid expenses	22		22
Certificates of deposit	27		27
Other current assets	2		2
Total other current assets	$	86	$	87

Other assets

Other assets are summarized as follows:

	March 31, 2014		December 31, 2013
Other investments	$	13	$	11
Cash value of life insurance policies	36		34
Deferred taxes	11		11
Long term certificates of deposit	33		33
Pension and post-retirement asset	16		14
Other non-current assets	28		29
Total other assets	$	137	$	132

Other current liabilities

Other current liabilities are summarized as follows:

	March 31, 2014		December 31, 2013
Legal and professional	$	5	$	5
Pension and post-retirement liability	3		2
Freight	10		7
Other accrued expenses	64		63
Total other current liabilities	$	82	$	77

Other liabilities

Other liabilities are summarized as follows:

	March 31, 2014		December 31, 2013
Deferred compensation	$	33	$	31
Non-current income taxes	38		37
Other non-current liabilities	13		12
Total other non-current liabilities	$	84	$	80

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Company Operations By Business Unit

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Company Operations by Business Unit

Company Operations by Business Unit

The business unit structure is the Company's approach to serving customers and reporting sales rather than any internal division

used to allocate resources. Sales for the Company's business units are as follows:

	Three Months Ended March 31,
	2014		2013
Research	$	359	$	361
Applied	171		159
SAFC Commercial	159		155
Total	$	689	$	675

The Company's Chief Operating Decision Maker is the CEO. The CEO and the Board review profit and loss information on a

consolidated basis to assess performance and make overall operating decisions as well as resource allocations. The Company's

business units are closely interrelated in their activities and share services such as order entry, billing, technical services, e-commerce, purchasing and inventory control, and also 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 CEO, CFO and business unit Presidents participate in compensation programs in which a

portion of their incentive compensation paid is based upon consolidated Company results for sales growth (and for the business

unit Presidents, the sales growth in the business unit for which they are responsible), consolidated Company operating income, consolidated Company free cash flow and individual/business unit objectives which are funded based on achievement of consolidated Company EPS (and for the business unit Presidents, allocated based on certain financial metrics within their respective business unit). Based on these factors, the Company has concluded that it operates in one segment.

Sales are attributed to countries based upon the location from which the product was shipped or services were performed. Geographic financial information is as follows:

	Three Months Ended March 31,
	2014		2013
Sales to unaffiliated customers:
United States	$	257	$	256
International	432		419
Total	$	689	$	675

	March 31, 2014		December 31, 2013
Long-lived assets:
United States	$	519	$	523
United Kingdom	93		84
Other countries	273		273
Total	$	885	$	880

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Pension And Post-Retirement Benefits

3 Months Ended

Mar. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Pension and Post-Retirement Benefits

Pension and Post-retirement Benefits

The components of net periodic benefit cost for the three months ended March 31, 2014 and 2013 were as follows:

	Pension Plans												Post-Retirement Medical  Benefit Plans
	United States						International
	2014			2013			2014			2013			2014		2013
Service cost	$	—		$	—		$	2		$	3		$	—	$	—
Interest cost	2			2			2			2			—		—
Expected return on plan assets	(3		)	(3		)	(3		)	(3		)	—		—
Amortization	—			1			—			1			—		—
Net periodic benefit cost	$	(1	)	$	—		$	1		$	3		$	—	$	—

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

	March 31, 2014			December 31, 2013
Retiree medical liability	$	22		$	39
Pension liability	37			36
Subtotal	59			75
Less: current portion (included in other current liabilities)	(3		)	(2		)
Pension and post-retirement benefits liabilities	$	56		$	73

The U.S. defined benefit pension plan was frozen in 2012 and future retirement service benefits no longer accrue under this program. Effective January 1, 2013, the affected employees were eligible for additional Company contributions under the Company's 401(k) retirement savings plan. As a result of the freeze, participants under the plan are no longer accruing service based benefits and are being treated as inactive for accounting purposes. The Company will amortize accumulated unrecognized losses over the remaining estimated life of participants.

The Company is not required to make a contribution to the U.S. defined benefit pension plan in 2014. The Company contributed $1 to its international pension plans in the three months ended March 31, 2014. In total, the Company expects to contribute approximately $6 to its defined benefit pension plans in 2014.

The Swiss defined benefit plan was amended in November 2013 from a final pay plan to a cash balance plan, effective January 1, 2014. The change resulted in a reduction of the Company's projected benefit obligation of $11, which is being accreted to net income over the average future service period of participants expected to receive benefits.

In February 2014, the Company amended the post-retirement medical benefit plan for certain participants, resulting in a reduction of the Company's projected benefit obligation of $17. This amount will be accreted to net income over the average future service period of participants expected to receive benefits.

The Company's 401(k) retirement savings plan provides retirement benefits to eligible U.S. employees in addition to those provided by the frozen defined benefit pension plan. The 401(k) plan permits participants to voluntarily defer a portion of their compensation, subject to Internal Revenue Code limitations. The Company also contributes a percentage of the employee's salary per year to the account of each eligible employee plus a percentage of the employee's salary deferral. The cost for this plan was $6 for each of the three months ended March 31, 2014 and 2013.

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Restructuring Charges

3 Months Ended

Mar. 31, 2014

Restructuring and Related Activities [Abstract]

Restructuring Charges

Restructuring Charges

In the third quarter of 2013, the Company committed to a restructuring plan to exit a manufacturing site in Europe. This exit activity impacts approximately 90 employees and is intended to further reduce the Company's fixed cost structure. Total restructuring costs are expected to be $12, comprised of $9 to reduce the value of the assets impacted by these restructuring activities and $3 of employee termination costs. During the year ended December 31, 2013, $10 of these restructuring costs were recognized. During the three months ended March 31, 2014, $1 of the remaining $2 of restructuring costs was recognized.

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Debt (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Debt Disclosure [Abstract]
Interest expense, debt	$ 2	$ 2
Long-term debt, fair value	$ 308		$ 298

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Earnings Per Share (Shares Used In Calculation Of Earnings Per Share) (Details) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Weighted average shares
Basic shares	119	120
Effect of dilutive securities (in shares)	1	1
Diluted shares	120	121
Number of potential common shares from the calculation of weighted average shares considered to be antidilutive	1	1

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Inventories (Tables)

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Principal Categories Of Inventories

The principal categories of inventories are:

	March 31, 2014		December 31, 2013
Finished goods	$	570	$	575
Work in process	30		27
Raw materials	105		97
Total	$	705	$	699

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Pension And Post-Retirement Benefits (Tables)

3 Months Ended

Mar. 31, 2014

Compensation and Retirement Disclosure [Abstract]

Components Of The Net Periodic Benefit Costs

The components of net periodic benefit cost for the three months ended March 31, 2014 and 2013 were as follows:

	Pension Plans												Post-Retirement Medical  Benefit Plans
	United States						International
	2014			2013			2014			2013			2014		2013
Service cost	$	—		$	—		$	2		$	3		$	—	$	—
Interest cost	2			2			2			2			—		—
Expected return on plan assets	(3		)	(3		)	(3		)	(3		)	—		—
Amortization	—			1			—			1			—		—
Net periodic benefit cost	$	(1	)	$	—		$	1		$	3		$	—	$	—

Pension And Post-Retirement Benefits And Liabilities

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

	March 31, 2014			December 31, 2013
Retiree medical liability	$	22		$	39
Pension liability	37			36
Subtotal	59			75
Less: current portion (included in other current liabilities)	(3		)	(2		)
Pension and post-retirement benefits liabilities	$	56		$	73

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Other Assets And Liabilities (Other Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Other Assets And Liabilities [Abstract]
Deferred compensation	$ 33	$ 31
Non-current income taxes	38	37
Other non-current liabilities	13	12
Total other non-current liabilities	$ 84	$ 80

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Company Operations By Business Unit (Geographic Financial Information - Net Sales To Unaffiliated Customers) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Segment Reporting Information [Line Items]
Net sales to unaffiliated customers	$ 689	$ 675
United States [Member]
Segment Reporting Information [Line Items]
Net sales to unaffiliated customers	257	256
Other Countries [Member]
Segment Reporting Information [Line Items]
Net sales to unaffiliated customers	$ 432	$ 419

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Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Common Stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common Stock, shares authorized	300,000,000	300,000,000
Common Stock, shares issued	202,000,000	202,000,000
Common Stock, shares outstanding	119,000,000	119,000,000
Common Stock in treasury, shares	83,000,000	83,000,000

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Intangible Assets

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible Assets

The Company's amortizable and unamortizable intangible assets at March 31, 2014 and December 31, 2013 were as follows:

	Cost				Accumulated Amortization
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
Amortizable intangible assets:
Patents	$	15	$	14	$	10	$	9
Licenses	48		48		23		22
Customer relationships	254		254		81		77
Technical knowledge	48		48		20		19
Other	29		29		23		23
Total amortizable intangible assets	$	394	$	393	$	157	$	150
Unamortizable intangible assets:
Goodwill	$	719	$	717	$	26	$	26
Trademarks and trade names	20		20		8		8
Total unamortizable intangible assets	$	739	$	737	$	34	$	34

The Company recorded amortization expense related to amortizable intangible assets of $6 and $7 for the three months ended March 31, 2014 and 2013, respectively. Amortizable intangible assets are amortized over their estimated useful lives, which range from one to twenty years, using the straight-line method. The Company expects to record annual amortization expense for all existing intangible assets in a range from approximately $21 to $24 from 2014 through 2018.

The change in net goodwill for the three months ended March 31, 2014 is as follows:

Balance at December 31, 2013	$	691
Impact of foreign currency exchange rates	2
Balance at March 31, 2014	$	693

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Other Assets And Liabilities (Tables)

3 Months Ended

Mar. 31, 2014

Other Assets And Liabilities [Abstract]

Other Current Assets

Other current assets are summarized as follows:

	March 31, 2014		December 31, 2013
Other receivables	$	35	$	36
Prepaid expenses	22		22
Certificates of deposit	27		27
Other current assets	2		2
Total other current assets	$	86	$	87

Other Assets

Other assets are summarized as follows:

	March 31, 2014		December 31, 2013
Other investments	$	13	$	11
Cash value of life insurance policies	36		34
Deferred taxes	11		11
Long term certificates of deposit	33		33
Pension and post-retirement asset	16		14
Other non-current assets	28		29
Total other assets	$	137	$	132

Other Current Liabilities

Other current liabilities are summarized as follows:

	March 31, 2014		December 31, 2013
Legal and professional	$	5	$	5
Pension and post-retirement liability	3		2
Freight	10		7
Other accrued expenses	64		63
Total other current liabilities	$	82	$	77

Other Liabilities

Other liabilities are summarized as follows:

	March 31, 2014		December 31, 2013
Deferred compensation	$	33	$	31
Non-current income taxes	38		37
Other non-current liabilities	13		12
Total other non-current liabilities	$	84	$	80

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Financial Derivatives and Risk Management (Schedule Of Gain Loss) - Income Statement (Details) (Cash Flow Hedging [Member], Foreign Exchange Forward [Member], Designated as Hedging Instrument [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Other Comprehensive Income (Loss) [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain/(Loss) recognized in OCI, net	$ (1)	$ 11
Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain reclassified from AOCI into net income	$ 1	$ 0

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Contingent Liabilities And Commitments

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Contingent Liabilities And Commitments

Contingent Liabilities and Commitments

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

Insurance and Other Contingent Liabilities and Commitments

The Company is subject to potential liabilities arising out of present and future lawsuits and claims related to product liability, personal injury, contract, commercial, intellectual property, tax, environmental, employment, compliance and other matters that arise in the ordinary course of business. The Company's operations and a number of its products are highly regulated by various governmental agencies around the world and the Company is periodically involved in reviews, investigations and proceedings by governmental agencies. Failure to meet the standards and licensing requirements of these agencies can lead to penalties which can include substantial fines and/or operating restrictions.

The Company accrues for potential liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. Although the Company believes the amounts reserved are probable and appropriate based on available information, the process of estimating losses involves a considerable degree of judgment by management and the ultimate amounts could vary materially. The Company has self-insured retention limits and has obtained insurance to provide coverage above the self-insured limits for claims made against it, subject to certain limitations and exclusions. At March 31, 2014, (i) reserves have been provided to cover expected payments for these self-insured amounts, (ii) there were no contingent liabilities that management believes are reasonably likely to have a material adverse effect on the Company's consolidated financial condition, results of operations, cash flows or liquidity and (iii) 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 7 - Notes Payable, Note 8 - Long-Term Debt, Note 10 - Lease Commitments and Note 16 - Pension and Post-retirement Benefit Plans, respectively, to the Company's consolidated financial statements included in Part II, Item 8 of the Annual Report, as updated in Note 5 – Debt and Note 8 – Pension and Post-retirement Benefits to the Company's consolidated financial statements included in Part I, Item 1 of this Report.