Sigma Aldrich Corp · 10-K · For 12/31/98

Filed On 3/31/99   ·   SEC File 0-08135   ·   Accession Number 90185-99-5

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         21±   106K 
 2: EX-10.(H)   Material Contract                                      8±    42K 
 3: EX-10.(I)   Material Contract                                     10±    46K 
 4: EX-13       Annual or Quarterly Report to Security Holders        25±   123K 
 5: EX-21       Subsidiaries of the Registrant                         2±     7K 
 6: EX-27       Financial Data Schedule                                1      6K 

10-K   ·   Annual Report
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION        
Washington, D.C. 20549        
FORM 10-K         

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

For the fiscal year ended December 31, 1998                           
                            ------------------------------------------------
  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           (I.R.S. Employer Identification No.)  
incorporation or organization)                                                  

3050 Spruce Street, St. Louis, Missouri                         63103           
-----------------------------------------         ---------------------------   
(Address of principal executive offices)                      (Zip Code)        

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

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

   Common Stock, $1.00 par value
--------------------------------------------------------------------------------
    (Title of Class)

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 if disclosure of delinquent filers             
pursuant to Item 405 of Regulation S-K is not contained herein, and             
will not be contained, to the best of Registrant's knowledge, in                
definitive proxy or information statements incorporated by reference            
in Part III of this Form 10-K or any amendment to this Form 10-K.               
[X]                                                                             

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

$2,698,881,606                                    March 5, 1999   
-------------------------------                  -------------------------------
   Value                                       Date of Valuation

Number of shares of the registrant's common stock, $1.00 par          
value, outstanding as of March 5, 1999 was 100,662,804.                         

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

                               Parts of Form 10-K into
Documents Incorporated by Reference            which Incorporated               
-----------------------------------         -----------------------             
Pages 12-28 of the Annual Report to                                             
Shareholders for the year ended                                             
December 31, 1998                         Parts I, II and IV                

Proxy Statement for the 1999 Annual                                             
Meeting of Shareholders                   Part III                          
The Index to Exhibits is located on page F-3 of this report.                    

This document contains forward-looking statements within the meaning of         
Section 27A of the Securities Act of 1933 and Section 21E of the                
Securities Exchange Act of 1934 that involve risk and uncertainty,              
including financial, business environment and projections, as well as any       
statements preceded by, followed by, or that include the words                  
"believes," "expects," "anticipates" or similar expressions, and other          
statements contained herein regarding matters that are not historical           
facts.  Although the Company believes its expectations are based on             
reasonable assumptions, it can give no assurance that its goals will be         
achieved.  The important factors that could cause actual results to             
differ materially from those in the forward-looking statements herein           
include, without limitation, reduced growth in research funding,                
uncertainties surrounding possible government health care reform,               
government regulation applicable to the Company's business, the                 
effectiveness of the Company's further implementation of its global             
software system, SAP, the status and effectiveness of the Company's Year        
2000 efforts, the highly competitive environment in which the Company           
operates and the impact of fluctuations in foreign currency exchange            
rates.  All subsequent written and oral forward-looking statements              
attributable to the Company or persons acting on its behalf are expressly       
qualified in their entirety by such cautionary statements.  The Company         
does not undertake any obligation to release publicly any revisions to          
such forward-looking statements to reflect events or uncertainties after        
the date hereof or to reflect the occurrence of unanticipated events.           

  PART I
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Item 1. Business.                                                               
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Sigma-Aldrich Corporation (hereinafter referred to as the "Company",  
which term includes all consolidated subsidiaries of the Company) has two       
lines of business: the production and sale of a broad range of                  
biochemicals, organic and inorganic chemicals, radiolabeled chemicals,          
diagnostic reagents, chromatography products and related products               
(hereinafter referred to as "chemical products"), and the manufacture and       
sale of metal components for strut, cable tray, pipe support,                   
telecommunication systems and electrical enclosures (hereinafter referred       
to as "metal products"  or "B-Line").  Its principal executive offices          
are located at 3050 Spruce Street, St. Louis, Missouri  63103.                  

The Company was incorporated under the laws of the State of Delaware  
in May 1975.  Effective July 31, 1975 ("Reorganization"), the Company           
succeeded, as a reporting company, Sigma International, Ltd., the               
predecessor of Sigma Chemical Company ("Sigma"), and Aldrich Chemical           
Company, Inc. ("Aldrich"), both of which had operated continuously for          
more than 20 years prior to the Reorganization.  Effective December 9,          
1980, B-Line Systems, Inc.("B-Line"), previously a subsidiary of Sigma,         
became a subsidiary of the Company.                                             

On May 5, 1993, the Company acquired the net assets and business of   
Supelco, Inc. ("Supelco"), a worldwide supplier of chromatography               
products used in chemical research and production, from Rohm and Haas           
Company.  Effective December 23, 1998, the Company acquired the net             
assets and business of Genosys Biotechnologies, Inc. ("Genosys"), a             
leading supplier of custom synthetic DNA products, which are essential in       
gene research.                                                                  

(a) Chemical Products.                                                          
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1)   Products:                                                                  

The Company distributes approximately 85,000 chemical products for    
use primarily in research and development, in the diagnosis of disease,         
and as specialty chemicals for manufacturing. In laboratory applications,       
the Company's products are used in the fields of biochemistry, synthetic        
chemistry, quality control and testing, immunology, hematology,                 
pharmacology, microbiology, neurology and endocrinology and in the              
studies of life processes.  Sigma diagnostic products are used in the           
detection of heart, liver and kidney diseases and various metabolic             
disorders.  Certain of these diagnostic products are used in measuring          
concentrations of various naturally occurring substances in the blood,          
indicative of certain pathological conditions.  The diagnostic products         
are used in manual, semi-automated and automated testing procedures.  The       
Company also offers, through a partnership with Amelung (a German               
manufacturer), analyzers that measure blood clotting.  Supelco offers a         
full line of chromatography products and application technologies for           
analyzing and separating complex chemical mixtures.  The line includes          
items for the collection and preparation of various samples for further         
chemical analysis, gas and liquid chromatography, reference standards and       
related laboratory products.  Genosys offers custom synthetic DNA               
products,synthetic peptides and genes for life science research, all of which   
will support the Company's efforts to penetrate the molecular biology           
market.  In June 1997 Sigma-Aldrich entered into a partnership with             
AlliedSignal (75% Sigma-Aldrich, 25% AlliedSignal), whereby Sigma-Aldrich       
agreed to sell and market Riedel-de Haen laboratory chemicals.  Riedel-de       
Haen is a major European supplier of laboratory products.  These products       
complement the Company's existing range of high quality research                
products.                                                                       

Aldrich also offers approximately 80,000 esoteric chemicals as a      
special service to customers interested in screening them for application       
in many areas(such as medicine and agriculture).  This area accounts for        
less than 1% of the Company's sales.                                            

Because of continuing developments in the field of research, there    
can be no  assurance of a continuing market for each of the Company's           
products.  However, through a periodic review of technical literature,          
along with regular communications with customers, the Company's goal is         
to keep abreast of the trends in research and diagnostic techniques.            
This information, along with its own research technology, determines the        
Company's development of improved and/or additional products.                   

2)   Production and Purchasing:                                                 

The Company has chemical production facilities in Milwaukee and       
Sheboygan,  Wisconsin (Aldrich); St. Louis, Missouri (Sigma); Bellefonte,       
Pennsylvania (Supelco); Germany (Aldrich Chemie GmbH & Co. K.G., RdH            
Laborchemikalien GmbH and Co., K.G.); Israel (Sigma Israel Chemicals            
Ltd.); Switzerland (Fluka Chemie AG, "Fluka"), and the United Kingdom           
(Sigma-Aldrich Company Ltd.). A minor amount of production is done by           
some of the Company's other subsidiaries. Biochemicals and diagnostic           
reagents are primarily produced by extraction and purification from             
yeasts, bacteria and other naturally occurring animal and plant sources.        
Organic and inorganic chemicals and radiolabeled chemicals are primarily        
produced by synthesis.  Chromatography media and columns are produced           
using proprietary chemical synthesis and proprietary preparation                
processes.  Similar processes are used for filtration and sample                
collection processes.                                                           

Of the approximately 85,000 products listed in the Sigma, Aldrich,    
Fluka, Riedel-de Haen and Supelco catalogs, the Company produced                
approximately 39,000 which accounted for 44% of the net sales of chemical       
products for the year ended December 31, 1998.  The remainder of products       
were purchased from a large number of sources either under contract or in       
the open market.                                                                

No one supplier accounts for greater than 10% of the Company's        
chemical purchases.  The Company has generally been able to obtain              
adequate supplies of products and materials to meet its needs, although         
no assurance can be given that shortages will not occur in the future.          

Whether a product is produced by the Company or purchased from        
outside suppliers, it is subjected to quality control procedures,               
including the verification of purity, prior to final packaging.  This is        
done by a combined staff of approximately 280 chemists and lab                  
technicians utilizing sophisticated scientific equipment.                       

3)   Distribution and Sales:                                                    

The Company markets its chemical products through separate sales and  
marketing units for research, fine chemicals and diagnostics and                
distributes over 2,400,000 comprehensive catalogs for the Sigma, Aldrich,       
Fluka, Riedel-de Haen and Supelco brands to customers and potential             
customers throughout the world.  This is supplemented by certain                
specialty catalogs, by advertising in chemical and other scientific             
journals, by direct mail distribution of in-house publications and              
special product brochures and by personal visits by sales and technical         
representatives with customers.                                                 

For customer convenience, Sigma packages approximately 200            
combinations of certain individual products in diagnostic kit form.  A          
diagnostic kit contains products which, when used in a series of manual         
and/or automated testing procedures, aid in detecting particular                
conditions or diseases.  Diagnostic products accounted for approximately        
10% of the Company's sales of chemical products in the year ended               
December 31, 1998.                                                              

During the year ended December 31, 1998, products were sold to        
approximately 151,000 customers, including hospitals, universities,             
pharmaceutical companies and clinical laboratories as well as private and       
governmental research laboratories. The majority of the Company's sales are     
small orders in laboratory quantities averaging approximately $300.  The        
Company also makes its chemical products available in larger-than-normal        
laboratory quantities for use in manufacturing.  Sales of these products        
accounted for approximately 15% of chemical sales in 1998.  During the year     
ended December 31, 1998, no one customer and no one product accounted for more  
than 2% of the net sales of chemical products.                                  

Customers and potential customers, wherever located, are encouraged   
to contact the Company by telephone ("collect" or on "toll-free" WATS           
lines) or via our homepage on the World Wide Web for technical staff            
consultation or for placing orders.  Order processing, shipping,                
invoicing and product inventory are computerized.  Shipments are made           
seven days a week from St. Louis, six days a week from Milwaukee, United        
Kingdom, Germany, Israel and Japan and five days a week from all other          
locations.  The Company strives to ship its products to customers on the        
same day an order is received and carries significant inventories to            
maintain this policy.                                                           

4)   International Operations:                                                  

In the year ended December 31, 1998, 55% of the Company's net sales   
of chemical products were to customers located in foreign countries.            
These sales were made directly by Sigma, Aldrich, Fluka, Riedel-de Haen         
and Supelco, through distributors and by subsidiaries organized in              
Argentina, Australia, Austria, Belgium, Brazil, Canada, Czech Republic,         
Denmark, Finland, France, Germany, Greece, Hungary, India, Ireland,             
Israel, Italy, Japan, Malaysia, Mexico, The Netherlands, Norway, Poland,        
Russia, Singapore, South Africa, South Korea, Spain, Sweden, Switzerland        
and United Kingdom.  Several foreign subsidiaries also have production          
facilities.                                                                     

For sales with final destinations in an international market, the     
Company has a Foreign Sales Corporation ("FSC") subsidiary which provides       
certain Federal income tax advantages.  The effect of the tax rules             
governing the FSC is to lower the effective Federal income tax rate on          
export income.  The Company intends to continue to comply with the              
provisions of the Internal Revenue Code relating to FSCs.                       

The Company's international operations and domestic export sales are  
subject to certain risks such as changes in the legal and regulatory            
policies of foreign jurisdictions, local political and economic                 
developments, currency fluctuations, exchange controls, changes in tariff       
restrictions, royalty and tax increases, export and import restrictions         
and restrictive regulations of foreign governments, among other factors         
inherent in these operations.  The Company is unable to predict the             
extent to which its business may be affected in the future by these             
matters.  During the year ended December 31, 1998, approximately 15% of         
the Company's domestic operations' chemical purchases were from                 
international suppliers.  Additional information regarding international        
operations is included in Note 10 to the consolidated financial                 
statements on pages 24 and 25 of the 1998 Annual Report which is                
incorporated herein by reference.                                               

5)   Patents and Trademarks:                                                    

The Company's patents are not material to its operations.  The        
Company's significant trademarks are the brand names, "Sigma", "Aldrich",       
"Fluka", "Riedel-de Haen", "Supelco" and "B-Line" and marketing units,          
"Sigma-Aldrich Research", "Sigma-Aldrich Fine Chemicals"  and "Sigma            
Diagnostics".  Their related logos, which have various expiration dates,        
are expected to be renewed indefinitely.                                        

6)   Regulations:                                                               

The Company engages principally in the business of selling products   
which are not foods or food additives, drugs or cosmetics within the            
meaning of the Federal Food, Drug and Cosmetic Act, as amended (the             
"Act").  A limited number of the Company's products, including in-vitro         
diagnostic reagents, are subject to labeling, manufacturing and other           
provisions of the Act.  The Company believes it is in compliance in all         
material respects with the applicable regulations.                              

The Company believes that it is in compliance in all material         
respects with Federal, state and local regulations relating to the              
manufacture, sale and distribution of its products.  The following are          
brief summaries of some of the Federal laws and regulations which may           
have an impact on the Company's business.  These summaries are only             
illustrative of the extensive regulatory requirements of the Federal,           
state and local governments and are not intended to provide the specific        
details of each law or regulation.                                              
The Clean Air Act (CAA), as amended, and the regulations promulgated  
thereunder, regulates the emission of harmful pollutants to the air             
outside of the work environment.  Federal or state regulatory agencies          
may require companies to acquire permits, perform monitoring and install        
control equipment for certain pollutants.                                       

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

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

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

The Comprehensive Environmental Response, Compensation and Liability  
Act of 1980 (CERCLA) and the Superfund Amendments and Reauthorization Act       
of 1986 (SARA), and the regulations promulgated thereunder, require             
notification of certain chemical spills and notification to state and           
local emergency response groups of the availability of MSDS and the             
quantities of hazardous materials in the Company's possession.                  

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

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

Approximately 1,000 products, for which sales are immaterial to the   
total sales of the Company, are subject to control by either the Drug           
Enforcement Administration ("DEA") or the Nuclear Regulatory Commission         
("NRC").  The DEA and NRC have issued licenses to several Company sites         
to permit importation, manufacture, research, analysis, distribution and        
export of certain products.  The Company screens customer orders                
involving products regulated by the NRC and the DEA to verify that a            
license, if necessary, has been obtained.                                       

Approximately 200 products, for which sales are immaterial to the     
total sales of the Company, are subject to control by the Department of         
Commerce ("DOC").  The DOC has promulgated the Export Administration            
Regulations pursuant to the Export Administration Act of 1979, as               
amended, to regulate the export of certain products by requiring a              
special export license.                                                         

(b) Metal Products.                                                             
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Components for strut, cable tray and pipe support systems are         
manufactured by  B-Line at its facilities in Highland and Troy, Illinois;       
Norcross, Georgia; Reno, Nevada and Sherman, Texas.  Electrical and             
electronic enclosures are manufactured at facilities in Aurora, Colorado;       
Portland, Oregon; Modesto, California; and Sherman, Texas.  Components          
and complete systems used to support telecommunications apparatus and           
cabling are manufactured at the plant in Reno, Nevada.                          

Strut and pipe support systems are metal frameworks and related       
accessories used in industry to support pipes, lighting fixtures and            
conduit.  Strut systems can be easily assembled with bolts and                  
spring-loaded nuts, eliminating the necessity of drilling or welding            
associated with other types of frameworks.  B-Line manufactures and sells       
a wide variety of components for these systems, including steel struts          
rolled from coils, stamped steel fittings for interconnecting struts,           
shelf-supporting brackets, pipe and conduit supporting clamps, and              
accessories for the installation of strut systems on location. Pipe             
hangers are generally used in conjunction with strut systems to support         
heavy and light duty piping runs in the mechanical, plumbing and                
refrigeration industry.  The principal materials used by B-Line in              
manufacturing are coils of steel and extruded aluminum which B-Line             
purchases from a number of suppliers.  No one supplier is essential to          
B-Line's production.  A limited number of components for strut and pipe         
support systems, including bolts and nuts and certain forged and cast           
components, are purchased from numerous sources and sold by B-Line as           
accessories to its own manufactured products.                                   

Cable tray systems are continuous networks of ventilated or solid     
trays used primarily in the routing of power cables and control wiring in       
power plant or industrial installations.  The systems are generally hung        
from ceilings or supported by strut frameworks.  Cable tray is produced         
from either extruded aluminum or roll-formed steel in various                   
configurations to offer versatility to designers and installers.  Non-          
metallic strut and cable tray products, which are used primarily in             
corrosive environments, are also available.                                     

Telecommunications equipment racks and cable runways are              
manufactured from aluminum or steel.  The systems are used in commercial        
installations as well as installed in the central offices of telephone          
operating companies.  As switching equipment is changed and upgraded, the       
systems are replaced.                                                           

Electrical and electronic enclosures are metal enclosure boxes,       
generally manufactured from steel, that are used to contain and protect         
electric meters, fuse and circuit breaker boards and electrical panels.         
These products are used in industrial, commercial and residential               
installations.                                                                  

B-Line also manufactures a line of lightweight support fasteners to   
be used in commercial and industrial facilities to attach electrical and        
acoustical fixtures.                                                            

B-Line sells primarily to electrical, mechanical and                  
telecommunications wholesalers.  Products are marketed directly by              
district sales offices and by regional sales managers through independent       
manufacturers' representatives.  Products are shipped to customers from         
the Highland and Troy, Illinois; Norcross, Georgia; Reno, Nevada;               
Portland, Oregon; Modesto, California; Sherman, Texas; and Aurora,              
Colorado plants, from one regional warehouse and 27 consigned stock             
locations.  B-Line's products are advertised in trade journals and by           
circulation of comprehensive catalogs.                                          

(c)  Competition.                                                               
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Substantial competition exists in all of the Company's marketing and  
production areas.  Although no comprehensive statistics are available,          
the Company believes it is a major supplier of organic chemicals and            
biochemicals for research and for diagnostic testing procedures involving       
enzymes and of chromatography products for analyzing and separating             
complex chemical mixtures.  A few competitors offer thousands of                
chemicals and stock and analyze most of their products.  While the              
Company generally offers a larger number of products, some of the               
Company's products are unusual and have relatively little demand.  In           
addition, there are many competitors who offer a limited quantity of            
chemicals, and several companies compete with the Company by offering           
thousands of chemicals, although few of them stock or analyze                   
substantially all of the chemicals they offer for sale.                         

The Company believes its B-Line subsidiary to be among the three      
largest producers of metal strut framing, pipe hangers, cable tray              
component systems and enclosures, although reliable industry statistics         
are not available.                                                              

In all product areas the Company competes primarily on the basis of   
customer service, product quality and price.                                    

(d) Employees.                                                                  
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The Company employed 7,162 persons as of December 31, 1998.  Of       
these, 5,739 were engaged in production and distribution of chemical            
products.  The B-Line subsidiary employed 1,423 persons.  The total             
number of persons employed within the United States was 4,748, with the         
balance employed by the international subsidiaries.  The Company employed       
over 2,000 persons who have degrees in chemistry, biochemistry,                 
engineering or other scientific disciplines, including approximately 260        
with Ph.D. degrees.                                                             

Employees engaged in chemical production, research and distribution   
are not represented by any organized labor group.  B-Line's production          
workers at the Highland and Troy, Illinois facilities are members of the        
International Association of Machinists and Aerospace Workers, District         
No. 9 (AFL-CIO).  The labor agreement covering these employees expires          
November 14, 1999.  B-Line's production workers at the Norcross, Georgia        
facility are members of the United Food and Commercial Workers                  
International (AFL-CIO), Retail Clerks Union Local 1063.  The labor             
agreement covering these employees expires June 15, 2002.                       

(e) Back-log of Orders.                                                         
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The majority of orders for chemical products in laboratory            
quantities are shipped from inventory, resulting in no back-log of these        
orders.  However, individual items may occasionally be out of stock.            
These items are shipped as soon as they become available.  Some orders          
for larger-than-normal laboratory quantities are for future delivery.  On       
December 31, 1998 and 1997, the back-log of firm orders and orders for          
future delivery of chemical products was not significant.  The Company          
expects that substantially all of the December 31, 1998 back-log will be        
shipped during 1999.                                                            

On December 31, 1998 and 1997, the back-log of orders at B-Line was 
not significant.  B-Line expects that substantially all of the December         
31, 1998 back-log will be shipped during 1999.                                  

(f) Information as to Industry Segments.                                        
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Information concerning industry segments for the years ended          
December 31, 1998, 1997 and 1996, is located in Note 10 to the                  
consolidated financial statements on pages 24 and 25 of the 1998 Annual         
Report which is incorporated herein by reference.                               

(g) Executive Officers of the Registrant.                                       
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Information regarding executive officers is contained in Part III,    
Item 10, and is incorporated herein by reference.                               

Item 2.  Properties.                                                            
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The Company's primary chemical production facilities are located in   
St. Louis,  Missouri; Milwaukee and Sheboygan, Wisconsin; Bellefonte,           
Pennsylvania and Buchs, Switzerland.  In St. Louis, the Company owns a          
328,000 square foot building used for manufacturing, a complex of               
buildings aggregating 391,000 square feet which is used for warehousing         
and production, a 75,000 square foot building used for warehousing, a           
23,000 square foot building used for warehousing and office space, a            
98,000 square foot building used for production, quality control and            
packaging and a 19,000 square foot production facility. The Company owns        
a 280,000 square foot building in St. Louis which is being partially            
utilized to provide additional quality control and warehousing capacity.        
Also in St. Louis, the Company owns 30 acres upon which is located a            
286,000 square foot administration and distribution facility, in which          
its principal executive offices are located, and a 175,000 square foot          
diagnostic production and office building. In Milwaukee, the Company owns       
a 178,000 square foot building which is used for manufacturing,                 
warehousing and offices, a 100,000 square foot building which is used for       
additional manufacturing and warehousing and a complex of buildings             
aggregating 322,000 square feet which is used primarily for warehousing         
and distribution.  Also in Milwaukee, the Company owns a 152,000 square         
foot building which is used for  warehousing, a 56,000 square foot              
administration facility and a 627,000 square foot distribution facility.        
The Company also owns 513 acres in Sheboygan, Wisconsin, upon which are         
located multiple buildings totaling 332,000 square feet for production and      
packaging. The Company also owns a 30,000 square foot administration,           
production and warehousing facility in Natick, Massachusetts.  Fluka owns a     
13 acre site in Buchs,Switzerland, upon which are located its primary           
production facilities.  Approximately 357,000 square feet of owned              
production, warehousing and office facilities are at this site.  In             
Greenville, Illinois, the Company owns 555 acres of land for future             
development of biochemical production facilities.  Supelco owns 71 acres near   
Bellefonte, Pennsylvania, upon which is located a 153,000 square foot           
building used for manufacturing, warehousing, research and administration.      
Riedel-de Haen leases a 200,000 square foot production facility and an          
administration building in Seelze, Germany.                                     

The Company's B-Line manufacturing business is located in Highland    
and Troy,  Illinois; Norcross, Georgia; Sherman, Texas; Reno, Nevada;           
Portland, Oregon;  Modesto, California; and Aurora, Colorado.   B-Line          
owns a 273,000 square foot building in Highland, Illinois, a 115,000            
square foot building in Troy, Illinois, a 115,000 square foot building in       
Portland, Oregon, a 238,000 square foot building in Sherman, Texas, a           
173,000 square foot building in Reno, Nevada and a 102,000 square foot          
building in Modesto, California.  B-Line leases a 100,000 square foot           
facility in Norcross, Georgia and a 113,000 square foot facility in             
Aurora, Colorado.                                                               

The Company also owns a 173,000 square foot warehouse and             
distribution facility in Allentown, Pennsylvania, leases a 20,000 square foot   
administration and production facility in The Woodlands, Texas and leases       
warehouses in Chicago, Illinois and in Bethany, Connecticut under short-term    
leases.  Manufacturing and/or warehousing facilities are also owned or leased in
the United Kingdom, Australia, Canada, Denmark, Finland, France, Germany,       
Israel, Japan, Mexico, Norway, Scotland, South Korea, Sweden and                
Switzerland.  Sales offices are leased in all other locations.                  

The Company considers the properties to be well maintained, in sound  
condition and repair, and adequate for its present needs.  The Company          
expects to continue to expand its production and distribution                   
capabilities in select markets.                                                 

Item 3. Legal Proceedings.                                                      
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There are no material pending legal proceedings.                      

Item 4. Submission of Matters to a Vote of Security Holders.                    
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No matters were submitted by the Registrant to the stockholders for   
a vote during the fourth quarter of 1998.                                       

 PART II
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.  
--------------------------------------------------------------------------------

Information concerning market price of the Registrant's Common Stock  
and related shareholder matters for the years ended December 31, 1998 and       
1997, is located on page 28 of the 1998 Annual Report which is                  
incorporated herein by reference.                                               

As of March 5, 1999, there were 1,858 record holders of the           
Registrant's Common Stock.                                                      

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

The information required by Items 6 through 8 is incorporated herein  
by reference to pages 12-27 of the 1998 Annual Report.  See Index to            
Financial Statements and Schedules on page F-1 of this report.  Those           
pages of the Company's 1998 Annual Report listed in such Index or               
referred to in Items 1(a)(4), 1(f) and 5 are incorporated herein by             
reference.                                                                      

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

Not applicable.                                                       

PART III    
--------------------------------------------------------------------------------

Item 10.  Directors and Executive Officers of the Registrant.                   
--------------------------------------------------------------------------------

Information under the captions "Nominees for Board of Directors" and  
"Security Ownership of Directors, Executive Officers and Principal              
Beneficial Owners" of the 1999 Proxy Statement is incorporated herein by        
reference.                                                                      

The executive officers of the Registrant are:                         

Name of Executive Officer     Age  Positions and Offices Held         
-------------------------     ---  --------------------------         

Karsten Bode                  45   Vice President and President,      
                Riedel-de Haen
 Thomas E. Briggs              53   Vice President and President, B-Line
 Larry S. Blazevich            51   Vice President, Information Services
Terry R. Colvin               43   Vice President, Human Resources    
Carl T. Cori                  62   Chairman of the Board and Chief    
                   Executive Officer
  J. Russel Gant                48   Vice President and President, Supelco
  David R. Harvey               59   President and Chief Operating Officer
David W. Julien               44   Vice President and President, Sigma
Rodney L. Kelley              44   Vice President, Safety             
James W. Meteer               48   Vice President, Quality            
Karen J. Miller               41   Controller                         
Robert Monaghan               52   Vice President and President,      
                   Sigma Diagnostics
Richard G. Morris             50   Vice President and President,      
                        Sigma-Aldrich Research
  Jai P. Nagarkatti             51   Vice President and President, Aldrich
Phillip Ottiger               56   Vice President and President,      
                              Sigma-Aldrich Fine Chemicals
Kirk A. Richter               52   Treasurer                          
Thomas M. Tallarico           54   Vice President and Secretary       
Herbert Vuilleumier           52   Vice President and President, Fluka
Frank D. Wicks                45   Vice President, Operations         

There is no family relationship between any of the officers.                    

Mr. Bode was elected President of Riedel-de Haen in July 1997 after             
serving as head of the Logistics/Technique Department for Fluka for more        
than 3 years.                                                                   

Mr. Briggs has been President of B-Line for more than five years.               

Mr. Blazevich joined Sigma-Aldrich in April 1996 as Director of                 
Information Services and was elected Vice President, Information Services       
in June 1996.  Previously, Mr. Blazevich was employed with Thomas and           
Betts for sixteen years where he served as Vice President of Information        
Services from 1988-1996.                                                        

Mr. Colvin was elected Vice President, Human Resources of the Company in        
March 1998.  He served as Vice President, Human Resources at Sigma from         
January 1995 to February 1998 and as Director of Human Resources at B-          
Line from January 1987 to December 1994.                                        

Dr. Cori has been Chairman and Chief Executive Officer of the Company for       
more than five years.  He served as President of the Company for more           
than five years until March 1995.                                               

Dr. Gant was elected President of Supelco in December 1995.  He served as       
Vice President of Supelco from May 1993 to December 1995.                       

Dr. Harvey has been Chief Operating Officer of the Company for more than        
five years.  He was elected President of the Company in March 1995, after       
serving as Executive Vice President for more than five years.                   

Mr. Julien was elected President of Sigma in August 1998.  He served as         
Vice President of Sigma from November 1995 to July 1998.  Previously, Mr.       
Julien served as Director of Biotechnology Facilities Design at Jacobs          
Engineering Group.                                                              

Mr. Kelley was elected Vice President of Safety in August 1998.  He             
served as Director of Safety for over four years prior to August 1998.          

Mr. Meteer was elected Vice President, Quality of the Company in                
September 1996 after serving as Director of Quality since 1995.                 
Previously, Mr. Meteer was a Vice President of Supelco from 1993-1995.          

Ms. Miller was elected Controller of the Company in May 1997.                   
Previously, Ms. Miller was employed as Controller of several divisions at       
Allergan, Inc. for more than five years until February 1997.                    

Mr. Monaghan joined Sigma-Aldrich in July 1998 as President of Sigma            
Diagnostics.  Previously, Mr. Monaghan was employed as Vice President of        
Dade Behring and Vice President of Behring Diagnostics from October 1997        
to July 1998 and from April 1991 to October 1997, respectively.                 

Dr. Morris joined Sigma-Aldrich in February 1995 as President of Sigma-         
Aldrich Research.  Previously, Mr. Morris served as Vice President for          
world-wide sales at Molecular Dynamics.                                         

Dr. Nagarkatti has been President of Aldrich for more than five years.          

Mr. Ottiger has been President of Sigma-Aldrich Fine Chemicals for more         
than five years.                                                                

Mr. Richter was elected Treasurer in May 1997 after serving as Controller       
for more than five years.                                                       

Mr. Tallarico was elected Secretary in November 1994.  He has been a Vice       
President of the Company for more than five years and served as Treasurer       
and Chief Financial Officer of the Company from May 1991 to November            
1994.                                                                           

Dr. Vuilleumier has been President of Fluka for more than five years.           

Dr. Wicks was elected Vice President of Operations in August of 1998.           
Previously, he served as President of Sigma for five years.                     

The present terms of office of the officers will expire when the next           
annual meeting of the Directors is held and their successors are elected.       

Item 11.  Executive Compensation.                                               
--------------------------------------------------------------------------------

Information under the captions "Director Compensation and             
Transactions" and "Information Concerning Executive Compensation" of the        
1999 Proxy Statement is incorporated herein by reference.                       

Item 12.  Security Ownership of Certain Beneficial Owners and Management.       
--------------------------------------------------------------------------------

Information under the caption "Security Ownership of Directors,       
Executive Officers and Principal Beneficial Owners" of the 1999 Proxy           
Statement is incorporated herein by reference.                                  

Item 13.  Certain Relationships and Related Transactions.                       
--------------------------------------------------------------------------------

Information under the caption "Director Compensation and              
Transactions" of the 1999 Proxy Statement is incorporated herein by             
reference.                                                                      

PART IV   
--------------------------------------------------------------------------------

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.      
--------------------------------------------------------------------------------

(a)  Documents filed as part of this report:                                    

1.  Financial Statements.                                             

  See Index to Financial Statements and Schedules on page F-1 of
 this report.  Those pages of the Company's 1998 Annual Report
  listed in such Index or referred to in Items 1(a)(4), 1(f) and
5 are incorporated herein by reference.                     

2.  Financial Statement Schedules.                                    

  See Index to Financial Statements and Schedules on page F-1 of
this report.                                                

3.  Exhibits.                                                         

See Index to Exhibits on page F-5 of this report.           

(b)   Reports on Form 8-K:                                                      

  No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.                                           

SIGNATURES  
--------------------------------------------------------------------------------

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

SIGMA-ALDRICH CORPORATION           
(Registrant)            

               By /s/     Karen J. Miller                   March 31, 1999
                  ---------------------------------         --------------
             Karen J. Miller, Controller                    Date

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature  
appears below constitutes and appoints Carl T. Cori, David R. Harvey,           
Karen J. Miller, Kirk A. Richter and Thomas M. Tallarico and each of them       
(with full power to each of them to act alone), his true and lawful             
attorneys-in-fact and agents, with full power of substitution and               
resubstitution, for him and in his name, place and stead, in any and all        
capacities, to sign any or all amendments (including post-effective             
amendments) to this report, and to file the same, with all exhibits             
thereto and other documents in connection therewith with the Securities         
and Exchange Commission, granting unto said attorneys-in-fact and agents,       
and each of them, full power and authority to do and perform each and           
every act and thing requisite and necessary to be done in and about the         
premises, as fully to all intents and purposes as he might or could do in       
person, hereby ratifying and confirming all that said attorneys-in-fact         
and agents, or any of them, or their substitutes, may lawfully do or            
cause to be done by virtue hereof.                                              

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

             By  /s/     Carl T. Cori                           March 31, 1999
                 -----------------------------------------      --------------
            Carl T. Cori, Director, Chairman of the             Date
Board and Chief Executive Officer       

             By  /s/     David R. Harvey                        March 31, 1999
                 -----------------------------------------      --------------
            David R. Harvey, Director, President and            Date
Chief Operating Officer                 

             By  /s/     Karen J. Miller                        March 31, 1999
                 -----------------------------------------      --------------
            Karen J. Miller, Controller                         Date

             By  /s/     Kirk A. Richter                        March 31, 1999
                 -----------------------------------------      --------------
            Kirk A. Richter, Treasurer                          Date

             By  /s/     Thomas M. Tallarico                    March 31, 1999
                 -----------------------------------------      --------------
            Thomas M. Tallarico, Vice President and             Date
Secretary                             

             By  /s/     David M. Kipnis                        March 31, 1999
                 -----------------------------------------      --------------
            David M. Kipnis, Director                           Date

             By  /s/     Andrew E. Newman                       March 31, 1999
                 -----------------------------------------      --------------
            Andrew E. Newman, Director                          Date

             By  /s/     William C. O'Neil, Jr.                 March 31, 1999
                 -----------------------------------------      --------------
            William C. O'Neil, Jr., Director                    Date

          SIGMA-ALDRICH CORPORATION AND SUBSIDIARIES
         INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
--------------------------------------------------------------------------------

                                                       Page Number
                                                       Reference
                                                       -------------
                                                       Annual Report
                                                       to Shareholders
                                                       ---------------
Annual financial data for the years                                             
1998, 1997, 1996, 1995 and 1994                                  28           

Management's discussion of financial                                            
condition and results of operations                              12           

Market Risk Disclosure                                            15            

FINANCIAL STATEMENTS:                                                           

Consolidated Balance Sheets                                                   
December 31, 1998 and 1997                                    17        

Consolidated statements for the years                                         
ended December 31, 1998, 1997 and 1996                                  
Income                                                      16      
Stockholders' Equity                                        18      
Cash Flows                                                  19      

Notes to consolidated financial statements                       20           

Report of independent public accountants                         16           

                                                       Form 10-K
                                                       ---------
FINANCIAL STATEMENT SCHEDULES:                                                  

Schedule II - Valuation and Qualifying Accounts                   F-3           

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

    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------

To the Stockholders of Sigma-Aldrich Corporation:                               

We have audited in accordance with generally accepted auditing                  
standards, the financial statements included in Sigma-Aldrich                   
Corporation's 1998 Annual Report to Shareholders incorporated by                
reference in this Form 10-K, and have issued our report thereon dated           
February 16, 1999.  Our audit was made for the purpose of forming an            
opinion on those statements taken as a whole.  Schedule II included in          
this Form 10-K is presented for purposes of complying with the                  
Securities and Exchange Commission's rules and is not part of the basic         
financial statements.  This schedule has been subjected to the auditing         
procedures applied in our audit of the basic financial statements and,          
in our opinion, fairly states in all material respects the financial            
data required to be set forth therein in relation to the basic                  
financial statements taken as a whole.                                          

ARTHUR ANDERSEN LLP                                                             

St. Louis, Missouri                                                             
February 16, 1999                                                               

                                                                · Download Table

                   SIGMA-ALDRICH CORPORATION AND SUBSIDARIES                    

           SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES          
                        For the Years Ended December 31                         
                                (In Thousands)                                  
--------------------------------------------------------------------------------

                  Balance at                  Deductions    Balance at          
Description:     Beginning of    Additions       from       End of the          
Fiscal Year          Year       to Reserves    Reserves        Year             
--------------   ------------   -----------   ----------    ----------          

Allowance for                                                                   
Doubtful Accounts:                                                              
                                                                                
1998                $6,532         $2,039       $1,822        $6,749            
1997                 7,338            620        1,427         6,532            
1996                 8,838             91        1,591         7,338            


   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------

As independent public accountants, we hereby consent to the                     
incorporation of our report incorporated by references in this Form 10-         
K, into the Company's previously filed registration statement on Form S-        
3, file number 33-74163 and on Form S-8, file numbers 33-24415, 33-             
62541 and 33-64661.                                                             

ARTHUR ANDERSEN LLP                                                             

St. Louis, Missouri                                                             
March 29, 1999                                                                  

 INDEX TO EXHIBITS
 -----------------

These Exhibits are numbered in accordance with the Exhibit Table of Item 6.01 of
Regulation S-K:                                                                 

Exhibit                                              Reference      
-----------                                          -------------      

(3) Certificate of Incorporation and By-Laws:                                 

(a) Certificate of Incorporation and Amendments      Incorporated by      
                                                    reference to Exhibit
                                                       3(a) of Form 10-K filed
                                                  for the year ended
                                                  December 31, 1991,
                                               Commission File
                                              Number 0-8135.

(b) By-Laws as amended May 1997                      See Exhibit 3(b).    

(4) Instruments Defining the Rights of                                        
Shareholders, Including Indentures:                                   

  (a) Certificate of Incorporation and Amendments      See Exhibit 3(a) above.

  (b) By-Laws as amended May 1997                      See Exhibit 3(b) above.

(c) The Company agrees to furnish to the                                  
Securities and Exchange Commission upon                           
request pursuant to Item 601(b)(4)(iii)                           
of Regulation S-K copies of instruments                           
defining the rights of holders of long-term                       
debt of the Company and its consolidated                          
subsidiaries.                                                     

(10) Material Contracts:                                                        

   (a) Third Amendment and Restatement                 Incorporated by reference
     Incentive Stock Bonus Plan*                     to Exhibit of the 10(d)
                                                    of Form 10-K filed for
                                            the year ended
                                                December 31, 1996,
                                                    Commission File Number
                                     0-8135.

   (b) Share Option Plan of 1987*                      Incorporated by reference
                                                      to Exhibit 10(d) of Form
                                                     10-K filed for the year
                                                      ended December 31, 1992,
                                                    Commission File Number
                                     0-8135.

   (c)  First Amendment to Share Option                Incorporated by reference
                                                      to Exhibit Plan of 1987*
                                                      10(e) of Form 10-K filed
                                                for the year ended
                                                December 31, 1992,
                                                    Commission File Number
                                     0-8135.

   (d)  Second Amendment to Share Option               Incorporated by reference
                                                      to Exhibit Plan of 1987*
                                                      10(f) of Form 10-K filed
                                                for the year ended
                                                December 31, 1994,
                                                    Commission File Number
                                     0-8135.

   (e) Employment Agreement with Carl T. Cori*         Incorporated by reference
      (Similar Employment Agreements also             10 (f) of For 10-K filed
exist with Karsten Bode, Thomas E. Briggs,      for the year ended
Larry S. Blazevich, Terry R. Colvin,            December 31, 1992,
    J. Russel Gant, David R. Harvey, David W.       Commission File Number
Julien, Rodney L. Kelley, James W. Meeter,      0-8135.           
Karen J. Miller, Robert Monaghan,                                 
Richard G. Morris, Jai P. Nagarkatti,                             
Phillip Ottiger, Kirk A. Richter,                                 
Thomas M. Tallarico, Herbert Vuilleumier,                         
and Frank D. Wicks)                                               

   (f) Letter re:  Consultation Services with          Incorporated by reference
       Dr. David M. Kipnis*                            to Exhibit 10 (g) of Form
                                                     10-K filed for the year
                                                      ended December 31, 1992,
                                                    Commission File Number
                                     0-8135.

   (g) Share Option Plan of 1995*                      Incorporated by reference
                                                  to Appendix A of the
                                                  Company's Definitive
                                                   Proxy Statement filed
                                             March 30, 1995,
                                                    Commission File Number
                                     0-8135.

(h) Separation Agreement and                        See Exhibit 10(h).    
Release with Peter Gleich                                       

(i)  Consulting Agreement and Release               See Exhibit 10(i).    
with Floyd Worley                                             

(11) Statement Regarding Computation of Per            Incorporated by reference
     Share Earnings                                    to the information on net
                                                       income per share included
                                              in Note 1 to the
                                                      Company's 1998 financial
                                                 statements filed as
                                         Exhibit 13.

(13) Pages 12-28 of the Annual Report to Shareholders  See Exhibit 13.          
for the year ended December 31, 1998                                  

(21) Subsidiaries of Registrant                        See Exhibit 21.          

(23) Consent of Independent Public Accountants         Page F-4 of this report. 

(27) Financial Data Schedule                           See Exhibit 27.          

*Represents management contract or compensatory plan or arrangement required to 
be filed as an exhibit pursuant to Item 14(c) of Form 10-K.                     

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K Filing		Date		Other Filings
		12/31/92
		5/5/93
		12/31/94		DEF 14A, 10-K
		3/30/95		DEF 14A, 10-K
		12/31/96		DEF 14A, 10-K
		12/31/97		10-K, DEF 14A
		12/23/98
For The Period Ended		12/31/98		DEF 14A
		2/16/99		8-K
		3/5/99
		3/29/99
Filed On / Filed As Of		3/31/99		DEF 14A, 10-Q
		11/14/99
		6/15/2
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