SIGMA ALDRICH CORP - FORM 10-Q

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EX-31.1 - EXHIBIT 31.1 CEO CERTIFICATION - SIGMA ALDRICH CORP	sial-20150930xexhibit311xc.htm
EX-32.2 - EXHIBIT 32.2 CFO SARBOX CERTIFICATION - SIGMA ALDRICH CORP	sial-20150930xexhibit322xc.htm
EX-31.2 - EXHIBIT 31.2 CFO CERTIFICATION - SIGMA ALDRICH CORP	sial-20150930xexhibit312xc.htm
EX-32.1 - EXHIBIT 32.1 CEO SARBOX CERTIFICATION - SIGMA ALDRICH CORP	sial-20150930xexhibit321xc.htm

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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 ended September 30, 2015

[ ] 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 119,992,547 shares of the Company's common stock, par value $1.00 per share, outstanding on September 30, 2015.

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		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.	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	25
Item 4.	Controls and Procedures.	26

Part II	Other Information

Item 1.	Legal Proceedings.	27
Item 1A.	Risk Factors.	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	27
Item 3.	Defaults Upon Senior Securities.	27
Item 4.	Mine Safety Disclosures.	27
Item 5.	Other Information.	27
Item 6.	Exhibits.	27

-i-

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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, 2014
Applied	Applied Business Unit
Board	Sigma-Aldrich Corporation Board of Directors
Cell Marque	Cell Marque Corporation
CEO	Sigma-Aldrich Corporation Chief Executive Officer
CFO	Sigma-Aldrich Corporation Chief Financial Officer
Company, we, us or our	Sigma-Aldrich Corporation
EBITDA	Earnings before interest, taxes, depreciation and amortization expense
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 Region
EPS	Earnings Per Share
E.U.	European Union
Exchange Act	Securities Exchange Act of 1934, as amended
Gross profit margin	Gross profit as a percentage of sales
LED	Light-Emitting Diode
Merck KGaA	Merck KGaA, a German corporation with general partners
Merger Agreement	Agreement and Plan of Merger, dated as of September 22, 2014, by and among the Company, Merck KGaA and Merger Sub
Merger Sub	Mario II Finance Corp., a Delaware corporation and an indirect wholly owned subsidiary of Merck KGaA
OCI	Other Comprehensive Income
Operating income margin	Operating income as a percentage of sales
R&D	Research and Development
Report	Sigma-Aldrich Corporation Quarterly Report on Form 10-Q for the period ended September 30, 2015
Research	Research Business Unit
SAFC Commercial	SAFC Commercial Business Unit
SEC	U.S. Securities and Exchange Commission
September 22, 2014 Form 8-K	Current Report on Form 8-K filed with the SEC on September 22, 2014
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-

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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 September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Sales	$	703	$	690	$	2,076	$	2,080
Cost of products and services sold	344		342		1,003		1,023
Gross profit	359		348		1,073		1,057
Selling, general and administrative expenses	170		152		497		469
Research and development expenses	18		17		54		49
Other charges	9		25		16		27
Operating income	162		154		506		512
Interest, net	2		2		3		3
Income before income taxes	160		152		503		509
Provision for income taxes	46		44		143		142
Net income	$	114	$	108	$	360	$	367

Net income per share - Basic	$	0.95	$	0.91	$	3.00	$	3.08
Net income per share - Diluted	$	0.94	$	0.90	$	2.98	$	3.06
Weighted average number of shares outstanding - Basic	120		119		120		119
Weighted average number of shares outstanding - Diluted	121		120		121		120
Dividends per share	$	0.23	$	0.23	$	0.69	$	0.69

See accompanying notes to consolidated financial statements (unaudited).

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Sigma-Aldrich Corporation

Consolidated Statements of Comprehensive Income (Unaudited)

($ In Millions)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net income	$	114		$	108		$	360		$	367
Other comprehensive income/(loss), net of tax:
Foreign currency translation gain/(loss), net	(47		)	(87		)	(76		)	(57		)
Pension and post retirement, net	—			(7		)	1			9
Unrealized gain/(loss) on forward exchange contracts, net	(6		)	20			(15		)	17
Total other comprehensive income/(loss)	(53		)	(74		)	(90		)	(31		)
Comprehensive income	$	61		$	34		$	270		$	336

See accompanying notes to consolidated financial statements (unaudited).

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Sigma-Aldrich Corporation

Consolidated Balance Sheets

($ In Millions, Except Per Share Data)



	September 30, 2015			December 31, 2014
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,175		$	958
Accounts receivable	407			397
Inventories	771			699
Deferred taxes	57			46
Other	92			147
Total current assets	2,502			2,247

Property, plant and equipment	2,156			2,108
Less - accumulated depreciation	(1,369		)	(1,322		)
Property, plant and equipment, net	787			786
Goodwill	741			756
Intangibles, net	285			292
Other	111			114
Total assets	$	4,426		$	4,195

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable	$	—		$	145
Accounts payable	209			183
Payroll	104			81
Income taxes	92			—
Other	100			81
Total current liabilities	505			490
Long-term debt	300			300
Pension and post-retirement benefits	103			103
Deferred taxes	52			69
Other	108			103
Total liabilities	1,068			1,065
Stockholders' equity:
Preferred stock, $1.00 par value; 10 million shares authorized at September 30, 2015 and December 31, 2014; none issued or outstanding at September 30, 2015 and December 31, 2014	—			—
Common stock, $1.00 par value; 450 million shares authorized at September 30, 2015 and December 31, 2014; 202 million shares issued at September 30, 2015 and December 31, 2014; 120 million shares outstanding at September 30, 2015 and 119 million shares outstanding at December 31, 2014	202			202
Capital in excess of par value	426			383
Common stock in treasury, at cost, 82 million shares at September 30, 2015 and 83 million shares at December 31, 2014	(2,488		)	(2,486		)
Retained earnings	5,326			5,049
Accumulated other comprehensive income/(loss)	(108		)	(18		)
Total stockholders' equity	3,358			3,130
Total liabilities and stockholders' equity	$	4,426		$	4,195

See accompanying notes to consolidated financial statements (unaudited).

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Sigma-Aldrich Corporation

Consolidated Statements of Cash Flows (Unaudited)

($ in Millions)



	Nine Months Ended September 30,
	2015			2014
Cash flows from operating activities:
Net income	$	360		$	367
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	98			99
Deferred income taxes	(29		)	(4		)
Stock-based compensation expense	9			18
Restructuring, net of payments	—			9
Other	(5		)	(3		)
Changes in operating assets and liabilities:
Accounts receivable	(28		)	(34		)
Inventories	(87		)	(28		)
Accounts payable	30			33
Income taxes	98			5
Other	57			22
Net cash provided by operating activities	503			484
Cash flows from investing activities:
Capital expenditures	(85		)	(89		)
Purchases of investments	(28		)	(7		)
Proceeds from sales of investments	68			8
Purchases of technology	(13		)	—
Other	(7		)	(3		)
Net cash (used in) investing activities	(65		)	(91		)
Cash flows from financing activities:
Net repayment of short-term debt	(145		)	(65		)
Dividends	(83		)	(82		)
Share repurchases	—			(85		)
Proceeds from exercise of stock options	28			19
Other	5			2
Net cash (used in) financing activities	(195		)	(211		)
Effect of foreign currency exchange rate changes on cash	(26		)	(18		)
Net change in cash and cash equivalents	217			164
Cash and cash equivalents at January 1	958			722
Cash and cash equivalents at September 30	$	1,175		$	886
Supplemental disclosures of cash flow information:
Income taxes paid	$	61		$	142
Interest paid, net of capitalized interest	$	3		$	3

See accompanying notes to consolidated financial statements (unaudited).

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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 nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

(2) Proposed Merger with Merck KGaA

On September 22, 2014, the Company entered into the Merger Agreement. The Merger Agreement, among other things, provides for Merck KGaA to acquire the Company at a price of $140 per share in cash, without interest. The acquisition will be accomplished through the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and an indirect wholly-owned subsidiary of Merck KGaA. The Merger Agreement and the consummation of the transactions contemplated thereby were unanimously approved by the Board. A special meeting of stockholders of the Company was held on December 5, 2014, whereby stockholders voted upon and approved a proposal to adopt the Merger Agreement. The Merger Agreement remains subject to the satisfaction or waiver of specified closing conditions, including the unconditional approval from the European Commission and other customary closing conditions. Pursuant to its terms, the Merger Agreement between Merck KGaA and the Company has been extended to December 22, 2015 to enable the parties to finalize the satisfaction of the remaining conditions to closing of the transaction. Other than the costs associated with this Merger Agreement discussed in Note 10 - Other Charges to the Company's consolidated financial statements contained in Part I, Item 1 of this Report, no other effects of the transaction have been recorded in the Company's consolidated financial statements. In certain circumstances, upon termination of the Merger Agreement termination fees would be payable.

The Company is also subject to restrictions on the conduct of our business prior to the consummation of the merger as provided in the Merger Agreement, including, among other things, certain restrictions on capital spending levels, our ability to repurchase shares, increase our dividend, acquire other businesses, sell, transfer or license our assets, amend our organizational documents and incur indebtedness.

For additional information related to the Merger Agreement, please refer to the Company's September 22, 2014 Form 8-K. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to the September 22, 2014 Form 8-K.

(3) Inventories

The principal categories of inventories are:



	September 30, 2015		December 31, 2014
Finished goods	$	626	$	568
Work in process	35		28
Raw materials	110		103
Total	$	771	$	699

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(4) Intangible Assets

The Company's amortizable and unamortizable intangible assets at September 30, 2015 and December 31, 2014 were as follows:



	Cost				Accumulated Amortization
	September 30, 2015		December 31, 2014		September 30, 2015		December 31, 2014
Amortizable intangible assets:
Patents	$	21	$	15	$	10	$	10
Licenses	54		49		26		23
Customer relationships	294		299		102		91
Technical knowledge	62		57		24		22
Other	30		29		26		23
Total amortizable intangible assets	$	461	$	449	$	188	$	169
Unamortizable intangible assets:
Goodwill	$	766	$	781	$	25	$	25
Trademarks and trade names	22		22		10		10
Total unamortizable intangible assets	$	788	$	803	$	35	$	35

On October 31, 2014, the Company acquired Cell Marque, a provider of in vitro diagnostic antibody reagents and kits, for approximately $170 in cash. The preliminary purchase price allocation is subject to potential adjustment as the Company finalizes its fair value determination of net assets acquired. Any adjustments to the preliminary purchase price allocation may impact the amounts of recognized intangible assets and goodwill. Cell Marque's operations were not material to the Company's consolidated statements of income for both the three and nine months ended September 30, 2014, on a pro forma basis.

The Company recorded amortization expense related to amortizable intangible assets of $7 and $6 for the three months ended September 30, 2015 and 2014, respectively. The Company recorded amortization expense related to amortizable intangible assets of $21 and $19 for the nine months ended September 30, 2015 and 2014, 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 $26 to $28 from 2015 through 2019.

The change in net goodwill for the nine months ended September 30, 2015 is as follows:




Balance at December 31, 2014	$	756
Impact of foreign currency exchange rates	(15		)
Balance at September 30, 2015	$	741

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(5) Debt

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



	September 30, 2015				December 31, 2014
	Outstanding		Weighted Average Rate		Outstanding		Weighted Average Rate
Notes payable
Commercial paper ⁽¹⁾	$	—	—	%	$	145	0.3	%
Sigma-Aldrich Japan GK credit facilities ⁽²⁾	—		—		—		—
Other short-term credit facilities ⁽³⁾	—		—		—		—
Total notes payable	$	—	—	%	$	145	0.3	%
Long-term debt
Senior notes, due November 1, 2020 ⁽⁴⁾	$	300	3.4	%	$	300	3.4	%
Total long-term debt	$	300	3.4	%	$	300	3.4	%

(1)

The Company has a $600 five-year revolving credit facility with a syndicate of banks in the United States that supports the Company's commercial paper program. The facility matures on May 10, 2018. At September 30, 2015 and December 31, 2014, the Company did not have any borrowings outstanding under this facility. The amount available under the facility is reduced by the amount of commercial paper outstanding. The carrying value of the commercial paper outstanding approximates its fair value. 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, as defined in the underlying credit agreement. 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 were 8.1 percent and 0.0 percent, respectively, at September 30, 2015.


(2)	Sigma-Aldrich Japan GK has a credit facility with a total commitment of 1 billion Japanese Yen (approximately $9), expiring April 30, 2016. No borrowings were outstanding under the facility at both September 30, 2015 and December 31, 2014.


(3)	These facilities were closed out as of September 30, 2015. There were no borrowings under these facilities at December 31, 2014.

(4)

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 a guarantee for any outstanding borrowings from the short-term credit facility of its wholly-owned Japanese subsidiary. At September 30, 2015, there were no existing events of default that would require the Company to honor this guarantee.

Total interest expense, incurred on short-term and long-term debt, net of amounts capitalized, was $2 for both the three months ended September 30, 2015 and 2014. Total interest expense, incurred on short-term and long-term debt, net of amounts capitalized, was $5 and $6 for the nine months ended September 30, 2015 and 2014, respectively.

The fair value of long-term debt was approximately $303 and $312 at September 30, 2015 and December 31, 2014, 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) 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 a portion of 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.

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Cash Flow Hedges

A significant portion of the Company's cost of products and services sold is denominated in the U.S. Dollar, while approximately 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 a portion of the foreign currency risks 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 and nine months ended September 30, 2015 and 2014. At September 30, 2015 and December 31, 2014, the Company had outstanding notional principal amounts of $47 and $187, 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 September 30, 2015 and December 31, 2014:



Item	Reporting Location	September 30, 2015		December 31, 2014

Forward exchange contracts asset derivative	Other current assets	$	8	$	23
Forward exchange contracts liability derivative	Other current liabilities	—		—
Gain recognized in AOCI, net	AOCI	9		24

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 and nine months ended September 30, 2015 and 2014, net of immaterial tax effects.



Item	Reporting Location	Three Months Ended September 30, 2015		Three Months Ended September 30, 2014

Gain recognized in OCI, net	OCI	$	—	$	20
Gain reclassified from AOCI into net income	Costs of products and services sold	6		—



Item	Reporting Location	Nine Months Ended September 30, 2015		Nine Months Ended September 30, 2014

Gain recognized in OCI, net	OCI	$	10	$	17
Gain reclassified from AOCI into net income	Costs of products and services sold	25		—

As of September 30, 2015, 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 $9 of unrealized gains included in AOCI, based on the value of these contracts as of September 30, 2015, 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.

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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. At September 30, 2015 and December 31, 2014, the Company did not have any outstanding foreign currency forward exchange contracts associated with net investment hedging transactions.

Derivatives Not Designated As Hedges

The Company also uses foreign currency forward exchange contracts, which are not designated as hedging instruments, primarily to hedge a portion of 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 fair value 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 September 30, 2015, the majority of these contracts are in established currencies including the British Pound, Euro and the Taiwan Dollar. The impact of these contracts was not material to the consolidated statement of income for both the three and nine months ended September 30, 2015 and 2014. The notional amount of open foreign currency forward exchange contracts for derivatives not designated as hedges at September 30, 2015 and December 31, 2014 was $240 and $195, respectively.

(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. Net sales for the Company's business units are as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Research	$	346	$	347	$	1,021	$	1,063
Applied	177		170		530		513
SAFC Commercial	180		173		525		504
Total	$	703	$	690	$	2,076	$	2,080

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 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 adjusted Company EBITDA and individual/business unit objectives which are funded based on achievement of consolidated adjusted Company EBITDA. 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 September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Sales to unaffiliated customers:
United States	$	307	$	269	$	878	$	788
International	396		421		1,198		1,292
Total	$	703	$	690	$	2,076	$	2,080

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	September 30, 2015		December 31, 2014
Long-lived assets:
United States	$	567	$	556
International	305		320
Total	$	872	$	876

(8) Pension and Post-retirement Benefits

The components of net periodic benefit cost for the three months ended September 30, 2015 and 2014 were as follows:



	Pension Plans											Post-Retirement Medical Benefit Plans
	United States					International						Post-Retirement Medical Benefit Plans
	2015		2014			2015			2014			2015			2014
Service cost	$	—	$	—		$	3		$	1		$	—		$	—
Interest cost	1		2			2			3			1			—
Expected return on plan assets	—		(3		)	(4		)	(3		)	—			—
Amortization	—		—			2			—			(2		)	(1		)
Settlement Loss Recognized	—		—			—			—			—			—
Net periodic benefit cost	$	1	$	(1	)	$	3		$	1		$	(1	)	$	(1	)

The components of net periodic benefit cost for the nine months ended September 30, 2015 and 2014 were as follows:



	Pension Plans												Post-Retirement Medical Benefit Plans
	United States						International						Post-Retirement Medical Benefit Plans
	2015			2014			2015			2014			2015			2014
Service cost	$	—		$	—		$	7		$	5		$	—		$	—
Interest cost	5			6			5			7			1			—
Expected return on plan assets	(2		)	(10		)	(10		)	(9		)	—			—
Amortization	—			—			4			—			(4		)	(3		)
Settlement Loss Recognized	—			1			—			—			—			—
Net periodic benefit cost	$	3		$	(3	)	$	6		$	3		$	(3	)	$	(3	)

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



	September 30, 2015			December 31, 2014
	September 30, 2015			December 31, 2014
Retiree medical liability	$	21		$	22
Pension liability	84			83
Subtotal	105			105
Less: current portion (included in other current liabilities)	(2		)	(2		)
Pension and post-retirement benefits liabilities	$	103		$	103

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

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The Company made a decision to terminate its U.S. defined benefit pension plan effective December 31, 2014 and received approval of the termination from the Internal Revenue Service during the third quarter of 2015.

The Company is not required to make a contribution to the U.S. defined benefit pension plan in 2015. The Company contributed $4 to its international pension plans in the nine months ended September 30, 2015. In total, the Company expects to contribute approximately $5 to its defined benefit pension plans in 2015.

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 and $5 for the three months ended September 30, 2015 and 2014, respectively. The cost for this plan was $19 and $17 for the nine months ended September 30, 2015 and 2014, respectively.

(9) Other Assets and Liabilities

Other current assets

Other current assets are summarized as follows:



	September 30, 2015		December 31, 2014
	September 30, 2015		December 31, 2014
Other receivables	$	58	$	69
Prepaid expenses	18		20
Short-term investment securities	14		56
Other current assets	2		2
Total other current assets	$	92	$	147

Other assets

Other assets are summarized as follows:



	September 30, 2015		December 31, 2014
	September 30, 2015		December 31, 2014
Other investments	$	18	$	14
Cash value of life insurance policies	44		40
Deferred taxes	15		13
Pension and post-retirement asset	11		11
Other non-current assets	23		36
Total other assets	$	111	$	114

Other current liabilities

Other current liabilities are summarized as follows:



	September 30, 2015		December 31, 2014
	September 30, 2015		December 31, 2014
Legal and professional	$	5	$	7
Pension and post-retirement liability	2		2
Freight	10		7
Other accrued expenses	83		65
Total other current liabilities	$	100	$	81

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Other liabilities

Other liabilities are summarized as follows:



	September 30, 2015		December 31, 2014
	September 30, 2015		December 31, 2014
Deferred compensation	$	42	$	36
Non-current income taxes	53		52
Other non-current liabilities	13		15
Total other non-current liabilities	$	108	$	103

(10) Other Charges



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Restructuring costs	$	1	$	14	$	1	$	16
Costs related to mergers and acquisitions	8		11		15		11
Total other charges	$	9	$	25	$	16	$	27

Restructuring Costs

In the third quarter of 2014, the Company committed to a facility consolidation restructuring plan in Europe. This consolidation impacted approximately 80 employees and better aligned the Company's present supply chain with its long term strategy. Total restructuring costs were $16, comprised of $12 to reduce the value of the assets impacted by these restructuring activities and $4 of employee termination costs. During the three and nine months ended September 30, 2015, $1 of these restructuring costs were recognized. During the three and nine months ended September 30, 2014, $14 of these restructuring costs were recognized.

In the third quarter of 2013, the Company committed to a restructuring plan to exit a manufacturing site in Europe. This exit activity impacted approximately 90 employees and reduced the Company's fixed cost structure. Total restructuring costs were $12, comprised of $9 to reduce the value of the assets impacted by these restructuring activities and $3 of employee termination costs. During the six months ended June 30, 2014, the remaining $2 of restructuring costs were recognized.

Costs Related to Mergers and Acquisitions

The Company recorded costs associated with the pending Merck KGaA merger of $8 and $15 for the three and nine months ended September 30, 2015, respectively. The Company recorded costs associated with the pending Merck KGaA merger of $11 for the three and nine months ended September 30, 2014.

(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 September 30,		Nine Months Ended September 30,
	2015	2014	2015	2014
Weighted average shares
Basic shares	120	119	120	119
Effect of dilutive securities	1	1	1	1
Diluted shares	121	120	121	120

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There were no potential common shares excluded from the calculation of diluted weighted average shares for the three and nine months ended September 30, 2015 and September 30, 2014.

(12) Share Repurchases

As of September 30, 2015 and December 31, 2014, the Company had repurchased a total of 102 million shares of an authorized repurchase program of 110 million shares. The Company's authorization to repurchase shares expired in November 2014 and was not extended due to the pending Merck KGaA transaction.

(13) Accumulated Other Comprehensive Income

The following table shows the components of AOCI for the three months ended September 30, 2015:



	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: June 30, 2015	$	(8	)	$	(62	)	$	15		$	(55	)
Other comprehensive income (loss) before reclassification	(47		)	—			—			(47		)
Less: Amounts reclassified from accumulated other comprehensive income to net income	—			—			6			6
Net current-period other comprehensive income (loss)	(47		)	—			(6		)	(53		)
Ending balance: September 30, 2015	$	(55	)	$	(62	)	$	9		$	(108	)

The following table shows the components of AOCI for the nine months ended September 30, 2015:



	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: December 31, 2014	$	21		$	(63	)	$	24		$	(18	)
Other comprehensive income (loss) before reclassification	(76		)	—			10			(66		)
Less: Amounts reclassified from accumulated other comprehensive income to net income	—			(1		)	25			24
Net current-period other comprehensive income (loss)	(76		)	1			(15		)	(90		)
Ending balance: September 30, 2015	$	(55	)	$	(62	)	$	9		$	(108	)

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The following table shows the components of AOCI for the three months ended September 30, 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: June 30, 2014	$	171		$	(7	)	$	(1	)	$	163
Other comprehensive income (loss) before reclassification	(87		)	(7		)	20			(74		)
Less: Amounts reclassified from accumulated other comprehensive income to net income	—			—			—			—
Net current-period other comprehensive income (loss)	(87		)	(7		)	20			(74		)
Ending balance: September 30, 2014	$	84		$	(14	)	$	19		$	89

The following table shows the components of AOCI for the nine months ended September 30, 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: December 31, 2013	$	141		$	(23	)	$	2	$	120
Other comprehensive income (loss) before reclassification	(57		)	10			17		(30		)
Less: Amounts reclassified from accumulated other comprehensive income to net income	—			1			—		1
Net current-period other comprehensive income (loss)	(57		)	9			17		(31		)
Ending balance: September 30, 2014	$	84		$	(14	)	$	19	$	89

During the three months ended September 30, 2015, amounts reclassified from AOCI included gains of $6 recognized into cost of products and services sold. During the nine months ended September 30, 2015, amounts reclassified from AOCI included losses of $1 recognized into SG&A and gains of $25 recognized into cost of products and services sold. During the nine months ended September 30, 2014, amounts reclassified from AOCI included gains of $1 recognized into SG&A. These adjustments are net of immaterial tax effects.

(14) 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, as well as putative state class action lawsuits arising out of the proposed merger transaction with Merck KGaA. 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.

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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 September 30, 2015, (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.

Effective April 1, 2015, the Company entered into an obligation to purchase a minimum of $390 of inventory over five years and has fulfilled $34 of that commitment though September 30, 2015.

(15) Subsequent Events

On October 20, 2015, the Company announced its intention to sell its Sigma-Aldrich-branded solvents and inorganics business in the European Economic Area to Honeywell. The sale will also include global rights to the Company's Fluka brand. This sale is intended to fulfill the commitments the Company made to the European Union in order to receive final approval for the sale of the Company to Merck KGaA.

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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 may 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)	successfully completing our proposed merger with Merck KGaA, which is dependent upon and/or may be affected by a number of factors, including, without limitation, the timely receipt of unconditional approval of the transaction from the European Commission;


(2)	potential disruption to our business occurring during the period between the announcement of the Merger Agreement and the closing of the transaction;


(3)	global economic conditions and other factors affecting the creditworthiness of our customers around the world;


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


(5)	changes in foreign currency exchange rates;


(6)	changes in research funding, including changes in funding of various government agencies including but not limited to the National Institute of Health, and the success of R&D activities;


(7)	failure of planned sales initiatives in our Research, Applied and SAFC Commercial business units and global supply chain efficiency improvements;


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


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


(10)	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;


(11)	exposure to litigation including, without limitation, product liability claims;


(12)	the ability to maintain adequate quality standards;


(13)	reliance on third party package delivery services;


(14)	an unanticipated increase in interest rates;


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


(16)	acquisitions or divestitures of businesses;


(17)	the amount of restructuring charges, if any;


(18)	disruption to our information technology systems, and


(19)	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 statements made by us in this Report are 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.

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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.

With approximately 60 percent of sales denominated in currencies other than the U.S. Dollar, management uses currency adjusted sales 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 2015 or in 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 believes this non-GAAP information is useful to investors as a supplemental measure of how much cash the company generates.

Overview

Proposed Merger with Merck KGaA

On September 22, 2014, the Company entered into the Merger Agreement. The Merger Agreement, among other things, provides for Merck KGaA to acquire the Company at a price of $140 per share in cash, without interest. The acquisition will be accomplished through the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and an indirect wholly-owned subsidiary of Merck KGaA. The Merger Agreement and the consummation of the transactions contemplated thereby were unanimously approved by the Board. A special meeting of stockholders of the Company was held on December 5, 2014 whereby stockholders voted upon and approved a proposal to adopt the Merger Agreement. The Merger Agreement remains subject to the satisfaction or waiver of specified closing conditions, including the unconditional approval from the European Commission and other customary closing conditions. Pursuant to its terms, the Merger Agreement between Merck KGaA and the Company has been extended to December 22, 2015 to enable the parties to finalize the satisfaction of the remaining conditions to closing of the transaction. We expect the transaction to close in November 2015. Other than the costs associated with this Merger Agreement discussed in Note 10 - Other Charges to the Company's consolidated financial statements included in Part I, Item 1 of this Report, no other effects of the transaction have been recorded in the Company's consolidated financial statements. In certain circumstances, upon termination of the Merger Agreement termination fees would be payable.

For additional information related to the Merger Agreement, please refer to our September 22, 2014 Form 8-K. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to the September 22, 2014 Form 8-K.

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 estimate that over 1.4 million scientists and technologists use our products. We operate in 37 countries and have more than 9,800 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

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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 49 percent of the Company's sales for the nine months ended September 30, 2015.

•

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 26 percent of the Company's sales for the nine months ended September 30, 2015.

•

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 25 percent of the Company's sales for the nine months ended September 30, 2015.

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, Asia Pacific 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, to provide superior customer service and support and consistently deliver products that meet published or agreed 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 the 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 improve our productivity and more efficiently leverage our global manufacturing and distribution network.

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:

•

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 while still complying with the terms of the Merger Agreement.


•	Consolidation Among Large Pharmaceutical Companies: Our customers include large pharmaceutical companies, some of which have undertaken significant merger and acquisitions activity or may be considering such actions in the future. The capital spending and research and development funding levels of the merged companies can have a significant impact on the demand for our products.

•

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 foreign 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.

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•

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, were 49 and 48 percent of the Company's total sales of Research and Applied products in the nine months ended September 30, 2015 and 2014, respectively.


•	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 financial condition and results of operations as of and for the three months ended September 30, 2015 were as follows:


•	Sales were $703 for the three months ended September 30, 2015, compared to $690 during the same prior year period. Excluding the changes in foreign currency exchange rates, which lowered sales by 8 percent, and the benefits from acquisitions, which increased sales by 1 percent, sales increased organically by 9 percent compared to the same prior year period.


•	Gross profit margin was 51.1 percent for the three months ended September 30, 2015, compared to 50.4 percent in the same prior year period. Operating income margin was 23.0 percent for the three months ended September 30, 2015, compared to 22.3 percent in the same prior year period.


•	Net income was $114 for the three month period ended September 30, 2015, compared to $108 during the same prior year period. Changes in foreign currency exchange rates as compared to the prior year reduced otherwise reportable net income by $20.

•

Diluted net income per share was $0.94 for the three months ended September 30, 2015, compared to $0.90 in the same prior year period. The effective tax rate was 28.8 percent for the three months ended September 30, 2015, compared to 28.9 percent for the same prior year period. Changes in foreign currency exchange rates as compared to the prior year reduced otherwise reportable diluted net income per share by $0.17.


•	Net cash provided by operating activities was $503 for the nine months ended September 30, 2015, a $19 increase compared to the same prior year period.


•	Total debt was $300 at September 30, 2015. Total debt decreased $145 since December 31, 2014 as a result of the strong operating cash flow used in part for the repayment of notes payable under our commercial paper program.

Results of Operations

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



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Sales	$	703	$	690	$	2,076	$	2,080
Cost of products and services sold	344		342		1,003		1,023
Gross profit	359		348		1,073		1,057
Selling, general and administrative expenses	170		152		497		469
Research and development expenses	18		17		54		49
Other charges	9		25		16		27
Operating income	162		154		506		512
Interest, net	2		2		3		3
Income before income taxes	160		152		503		509
Provision for income taxes	46		44		143		142
Net income	$	114	$	108	$	360	$	367
Net income per share - Diluted	$	0.94	$	0.90	$	2.98	$	3.06

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Sales

Sales were $703 in the three months ended September 30, 2015 compared to $690 in the same prior year period. The effect of changes in foreign currency exchange rates decreased sales by $60 or 8 percent. Acquisitions completed in 2014 increased sales by $9 or 1 percent. Excluding the effects of changes in foreign currency exchange rates and the impact of acquisitions, sales increased organically by $64 or 9 percent. An exclusive distribution agreement with a highly regarded manufacturer of leading research tools was a contributor to organic sales growth for the three months ended September 30, 2015.

Sales were $2,076 in the nine months ended September 30, 2015, compared to $2,080 in the same prior year period. The effect of changes in foreign currency exchange rates decreased sales by $182 or 9 percent. Acquisitions completed in 2014 increased sales by $26 or 1 percent. Excluding the effects of changes in foreign currency exchange rates and the impact of acquisitions, sales increased organically by $152 or 8 percent.

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



	Three Months Ended September 30,
	2015		2014		Change			Impact of Changes in FX			Impact from Acquisitions		Organic Growth		Organic Growth %
Research	$	346	$	347	$	(1	)	$	(36	)	$	—	$	35	10	%
Applied	177		170		7			(14		)	9		12		7	%
SAFC Commercial	180		173		7			(10		)	—		17		10	%
Total	$	703	$	690	$	13		$	(60	)	$	9	$	64	9	%



	Nine Months Ended September 30,
	2015		2014		Change			Impact of Changes in FX			Impact from Acquisitions		Organic Growth		Organic Growth %
Research	$	1,021	$	1,063	$	(42	)	$	(107	)	$	—	$	65	6	%
Applied	530		513		17			(45		)	26		36		7	%
SAFC Commercial	525		504		21			(30		)	—		51		10	%
Total	$	2,076	$	2,080	$	(4	)	$	(182	)	$	26	$	152	8	%

Research sales were $346 for the three months ended September 30, 2015 compared to $347 during the same prior year period. Sales increased organically by $35 or 10 percent compared to the same prior year period. Research sales were $1,021 for the nine months ended September 30, 2015, compared to $1,063 during the same prior year period. Sales increased organically by $65 or 6 percent compared to the same prior year period. An exclusive distribution agreement with a highly regarded manufacturer of leading research tools was a strong contributor to organic sales growth in all three Research segments (Academic/Government/Hospitals, Pharma and Dealers) for the three months ended September 30, 2015. Additionally, core sales in all three segments and all major geographies (Total Americas, EMEA and APAC) had solid growth during both the three and nine months ended September 30, 2015.

Applied sales were $177 for the three months ended September 30, 2015 compared to $170 during the same prior year period. Sales increased organically by $12 or 7 percent compared to the same prior year period. Applied sales were $530 for the nine months ended September 30, 2015, compared to $513 during the same prior year period. Sales increased organically by $36 or 7 percent compared to the same prior year period. The primary driver of growth during both the three and nine months ended September 30, 2015 was higher 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 during both the three and nine months ended September 30, 2015. Additionally, during the three and nine months ended September 30, 2015, sales increased $9 and $26, respectively, as a result of our October 31, 2014 acquisition of Cell Marque.

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SAFC Commercial sales were $180 for the three months ended September 30, 2015 compared to $173 during the same prior year period. Sales grew organically by $17 or 10 percent compared to the same prior year period. SAFC Commercial sales were $525 for the nine months ended September 30, 2015, compared to $504 during the same prior year period. Sales increased organically by $51 or 10 percent compared to the same prior year period. During the three months ended September 30, 2015, organic sales growth was led by double-digit growth in both the Life Sciences Services segment and the Life Sciences Products segment. During the nine months ended September 30, 2015, organic sales growth was led by double-digit growth in the Life Sciences Services segment and high-single digit growth in the Life Sciences Products segment. Geographically, the increase in SAFC Commercial's sales during both the three and nine months ended September 30, 2015, was largely led by the Total Americas and EMEA 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 and nine months ended September 30, 2015 and the same prior year period were as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Gross profit margin	51.1	%	50.4	%	51.7	%	50.8	%
Selling, general and administrative expenses	24.2	%	22.0	%	23.9	%	22.5	%
Research and development expenses	2.6	%	2.5	%	2.7	%	2.4	%
Other charges	1.3	%	3.6	%	0.7	%	1.3	%
Operating income margin	23.0	%	22.3	%	24.4	%	24.6	%

Effective tax rate	28.8	%	28.9	%	28.4	%	27.9	%

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 September 30, 2015 was 51.1% compared to 50.4% in the same prior year period. The Company's gross profit margin for the nine months ended September 30, 2015 was 51.7% compared to 50.8% 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 and nine months ended September 30, 2015 compared to the same prior year periods:



	Three Months Ended September 30,		Nine Months Ended September 30,
Gross profit margin – 2014	50.4	%	50.8	%
Increases / (decreases) to gross profit margin:
Changes in foreign currency exchange rates	(1.3	)%	(0.7	)%
Sales volume/Product mix/Pricing/Other	1.6	%	1.5	%
Acquisitions	0.4	%	0.1	%
Gross profit margin – 2015	51.1	%	51.7	%

The increase in gross profit margin for both the three and nine months ended September 30, 2015 as compared to the same prior year periods was primarily the result of cost leverage obtained from higher sales volume and pricing. The overall increase was partially offset by unfavorable impacts from changes in foreign currency exchange rates, net of hedging.

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SG&A



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Selling, general and administrative expenses	$	170		$	152		$	497		$	469
Percentage of sales	24.2		%	22.0		%	23.9		%	22.5		%

For the three and nine months ended September 30, 2015, SG&A increased by $18 and $28, respectively, compared to the same prior year periods. In both periods, the increase was primarily due to the inclusion of SG&A resulting from the acquisition of Cell Marque on October 31, 2014 and higher incentive compensation costs, partially offset by lower SG&A costs resulting from the translation of functional currencies to the U.S. Dollar.

R&D Expenses



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Research and development expenses	$	18		$	17		$	54		$	49
Percentage of sales	2.6		%	2.5		%	2.7		%	2.4		%

For the three and nine months ended September 30, 2015, R&D expenses were up slightly from the prior year as a result of the inclusion of R&D resulting from the acquisition of Cell Marque and higher spending on various R&D programs. 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.

Other Charges



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Restructuring costs	$	1		$	14		$	1		$	16
Costs related to mergers and acquisitions	8			11			15			11
Total other charges	$	9		$	25		$	16		$	27
Percentage of sales	1.3		%	3.6		%	0.7		%	1.3		%

Restructuring Costs

Costs Related to Mergers and Acquisitions

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Income Taxes

The Company’s effective tax rate for the three and nine months ended September 30, 2015 was 28.8% and 28.4% as compared to 28.9% and 27.9% for the same periods of 2014. The increase in the effective tax rate for the nine months ended September 30, 2015 is primarily due to an increased mix of profits in higher tax rate jurisdictions.

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:



	Nine Months Ended September 30,
	2015			2014
Net cash provided by (used in):
Operating activities	$	503		$	484
Investing activities	(65		)	(91		)
Financing activities	(195		)	(211		)

Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2015 increased $19 from the same prior year period. This increase was primarily related to lower tax payments of $81, partially offset by increased use of cash for inventory of $59.

Investing Activities

Cash used in investing activities for the nine months ended September 30, 2015 decreased $26 compared to the same prior year period. During the nine months ended September 30, 2015, proceeds from the sale of investments increased $60 and were partially offset by higher uses of cash for purchases of investment securities of $21 and intangible purchases of $13.

Financing Activities

Cash used in financing activities for the nine months ended September 30, 2015 decreased $16 compared to the same prior year period. The Company did not repurchase any shares during the nine months ended September 30, 2015 as a result of the suspension of its share repurchase program due to the pending Merck KGaA transaction, as compared to $85 of share repurchases in the same prior year period. During the nine months ended September 30, 2015, proceeds from the exercise of stock options increased $9. The overall decrease in cash used in financing activities was partially offset by the net repayment of $145 of short-term debt during the nine months ended September 30, 2015, compared to a net repayment of short-term debt of $65 in the same prior year period. During the nine months ended September 30, 2015, strong operating cash flow enabled the Company to repay all of its notes payable.

Long-term debt was $300 at both September 30, 2015 and December 31, 2014. Consolidated total debt as a percentage of total capitalization, calculated as the sum of total stockholders' equity and total debt, was 8.2 percent at September 30, 2015 and 12.4 percent at December 31, 2014. 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 September 30, 2015 and December 31, 2014, the Company had repurchased a total of 102 million shares of an authorized repurchase of 110 million shares. This authorization expired in November 2014 and was not extended due to the pending Merck KGaA transaction. There were 120 million shares outstanding as of September 30, 2015. The Company is currently restricted from repurchasing any additional stock due to the pending Merck KGaA transaction.

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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.

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. 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, funding of pension and other post-retirement benefit plan obligations and working capital presently and for the next twelve months.

As of September 30, 2015, the Company had sufficient net worth, as defined in the underlying credit agreement, 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 September 30, 2015, a large portion 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. Although the Company has no immediate need or intentions to distribute any of the funds held outside of the U.S., the Company can provide no assurance that such a need will not arise. 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.

Effective April 1, 2015, the Company entered into an obligation to purchase a minimum of $390 of inventory over five years and has fulfilled $34 of that commitment though September 30, 2015.

Contractual Obligations

At September 30, 2015, the Company had no commercial paper outstanding and long-term borrowings of $300, representing a decrease in all outstanding debt of $145 since December 31, 2014.

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.

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Other Matters

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 September 30, 2015, (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, Note 8 – Pension and Post-retirement Benefits and Note 15 – Subsequent Events to the Company's consolidated financial statements included in Part I, Item 1 of this Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The market risk inherent in the Company's financial instruments and non U.S. Dollar denominated assets and liabilities represents the potential loss arising from adverse changes in interest rates and foreign currency exchange rates.

Interest Rates

At September 30, 2015, the Company's outstanding debt represented 8.2 percent of total book capitalization. All of the Company's outstanding debt at September 30, 2015 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 2015.

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 $0.17 and $0.47 for the three and nine months ended September 30, 2015, respectively, 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 forward exchange 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.

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Cash Flow Hedges

A significant portion of the Company's cost of products and services sold is denominated in the U.S. Dollar, while approximately 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

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.

Item 4. Controls and Procedures.

The Company's management, under the supervision and with the participation of the 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 September 30, 2015. Based upon their evaluation, the 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 the 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 September 30, 2015 that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.

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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.

Except for the additional risk factor set forth below, there have been no material changes in our risk factors from those previously disclosed in the Company's Annual Report.

Data usage limitations, privacy and data protection concerns, evolving regulation of the internet, cross-border data transfers and other domestic or foreign regulations may limit the use and adoption of our solutions and adversely affect our business.

New and modified laws and regulations applying to the solicitation, collection, processing, use and security of personal information could affect our or our customers’ ability to use data, potentially reducing demand for our solutions, imposing greater compliance burdens on us or our customers and restricting our ability to store, process and share data with our customers.

The E.U. currently is considering adoption of a General Data Protection Regulation, to supersede the Data Protection Directive, which may cause E.U. data privacy laws to be more stringent and to provide for greater penalties for noncompliance. The E.U. has indicated that it will recommend suspension of the U.S. / E.U. Safe Harbor Framework, under which we are permitted to transfer personal data regarding E.U. data subjects to the U.S., as part of the General Data Protection Regulation. If restrictions are adopted by the E.U. that prohibit the transfer of our data regarding E.U. data subjects to the U.S., we may have to create duplicative, and potentially expensive, information technology infrastructure and business operations in Europe, which may hinder our business in Europe.

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

None.

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.

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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)

November 3, 2015		/s/ Michael F. Kanan
Date		Michael F. Kanan, Vice President and Corporate Controller (on behalf of the Company and as Principal Accounting Officer)

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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


31.1	Certification of Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act	X
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) 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.

SIGMA ALDRICH CORP - FORM 10-Q - November 3, 2015

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SIGMA ALDRICH CORP Reports