x
|
Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 2008
or
|
o
|
Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
Delaware
|
04-2209186
|
(State
of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
81
Wyman Street
|
|
Waltham,
Massachusetts
|
02451
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Title
of each class
|
Name
of each exchange on which registered
|
|||
Common
Stock, $1.00 par value
|
New
York Stock Exchange
|
|||
Preferred
Stock Purchase Rights
|
New
York Stock Exchange
|
Page
|
||
PART
I
|
||
Item
1.
|
3
|
|
Item
1A.
|
22
|
|
Item
1B.
|
29
|
|
Item
2.
|
29
|
|
Item
3.
|
29
|
|
Item
4.
|
30
|
|
PART
II
|
||
Item
5.
|
31
|
|
Item
6.
|
32
|
|
Item
7.
|
33
|
|
Item
7A.
|
50
|
|
Item
8.
|
51
|
|
Item
9.
|
51
|
|
Item
9A.
|
51
|
|
Item
9B.
|
52
|
|
PART
III
|
||
Item
10.
|
53
|
|
Item
11.
|
53
|
|
Item
12.
|
53
|
|
Item
13.
|
53
|
|
Item
14.
|
53
|
|
PART
IV
|
||
Item
15.
|
54
|
Item
1.
|
|
•
|
Thermo
Scientific is our
technology
brand,
offering customers a complete range of high-end analytical instruments as
well as laboratory equipment, software, services, consumables and reagents
to enable integrated laboratory workflow solutions. Our growing portfolio
of products includes innovative technologies for mass spectrometry,
elemental analysis, molecular spectroscopy, sample preparation,
informatics, fine- and high-purity chemistry production, cell culture,
protein analysis, RNA-interference techniques, immunodiagnostic testing,
microbiology, as well as environmental monitoring and process
control.
|
|
•
|
Our
Fisher Scientific brand offers
convenience
, providing
a complete portfolio of laboratory equipment, chemicals, supplies and
services used in healthcare, scientific research, safety and education
markets. These products are offered through an extensive network of direct
sales professionals, industry-specific catalogs, e-commerce capabilities
and supply-chain management services. We also offer a range of biopharma
services for clinical trials management, biospecimen storage and
analytical testing.
|
|
•
|
Analytical
Instruments include analytical instruments used in the laboratory to
analyze prepared samples, software interpretation tools, laboratory
information management systems, and laboratory automation equipment and
systems; environmental instruments, integrated systems, and services used
in industrial environments, in the lab, and in the field for continuous
environmental monitoring, safety and security applications; and process
instruments, integrated systems and measurement solutions, and services
used in process environments and in the field to enable real-time process
control and optimization and materials
analysis.
|
|
•
|
Specialty
Diagnostics products and services are used by healthcare and other
laboratories to prepare and analyze patient samples to detect and diagnose
diseases. Microbiology products include high-quality reagents and
diagnostic kits used in the diagnosis of infectious disease or for testing
for bacterial contamination to assure the safety and quality of consumer
products such as food and
pharmaceuticals.
|
|
•
|
Biosciences
products include leading reagents, tools and services used in life science
research, drug discovery and biopharmaceutical
production.
|
(In
millions)
|
2008
|
2007
|
|||||
Analytical
Technologies
|
$ | 777.3 | $ | 812.7 | |||
Laboratory
Products and Services
|
438.9 | 481.5 | |||||
$ | 1,216.2 | $ | 1,294.2 |
|
•
|
technical
performance and advances in technology that result in new products and
improved price/performance ratios;
|
|
•
|
product
differentiation, availability and
reliability;
|
|
•
|
our
broad product offering;
|
|
•
|
our
reputation among customers as a quality provider of products and
services;
|
|
•
|
customer
service and support;
|
|
•
|
active
research and application-development programs;
and
|
|
•
|
relative
prices of our products and
services.
|
Name
|
Age
|
Present
Title (Fiscal Year First Became Executive Officer)
|
||
Marijn
E. Dekkers
|
51
|
President
and Chief Executive Officer (2000)
|
||
Marc
N. Casper
|
40
|
Executive
Vice President and Chief Operating Officer (2001)
|
||
Gregory
J. Herrema
|
43
|
Senior
Vice President (2008)
|
||
Seth
H. Hoogasian
|
54
|
Senior
Vice President, General Counsel and Secretary (2001)
|
||
Alan
J. Malus
|
49
|
Senior
Vice President (2006)
|
||
Edward
A. Pesicka
|
41
|
Senior
Vice President (2008)
|
||
Stephen
G. Sheehan
|
53
|
Senior
Vice President, Human Resources (2003)
|
||
Yuh-Geng
Tsay
|
60
|
Senior
Vice President (2008)
|
||
Peter
M. Wilver
|
49
|
Senior
Vice President and Chief Financial Officer (2003)
|
||
Peter
E. Hornstra
|
49
|
Vice
President and Chief Accounting Officer
(2001)
|
Item
1A.
|
|
•
|
finding
new markets for our products;
|
|
•
|
developing
new applications for our
technologies;
|
|
•
|
combining
sales and marketing operations in appropriate markets to compete more
effectively;
|
|
•
|
allocating
research and development funding to products with higher growth
prospects;
|
|
•
|
continuing
key customer initiatives;
|
|
•
|
expanding
our service offerings;
|
|
•
|
strengthening
our presence in selected geographic markets;
and
|
|
•
|
continuing
the development of commercial tools and infrastructure to increase and
support cross-selling opportunities of products and services to take
advantage of our breadth in product
offerings.
|
|
•
|
reduced
demand for some of our products;
|
|
•
|
increased
rate of order cancellations or
delays;
|
|
•
|
increased
risk of excess and obsolete
inventories;
|
|
•
|
increased
pressure on the prices for our products and services;
and
|
|
•
|
greater
difficulty in collecting accounts
receivable.
|
|
•
|
development
of large and sophisticated groups purchasing medical and surgical
supplies;
|
|
•
|
wider
implementation of managed care;
|
|
•
|
legislative
healthcare reform;
|
|
•
|
consolidation
of pharmaceutical companies;
|
|
•
|
increased
outsourcing of certain activities, including to low-cost offshore
locations; and
|
|
•
|
consolidation
of distributors of pharmaceutical, medical and surgical
supplies.
|
Item
1B.
|
Item
2.
|
Item
3.
|
2008
|
2007
|
||||||||||||
High
|
Low
|
High
|
Low
|
||||||||||
First
Quarter
|
$ | 58.01 | $ | 46.63 | $ | 49.90 | $ | 43.60 | |||||
Second
Quarter
|
59.87 | 52.73 | 55.25 | 46.10 | |||||||||
Third
Quarter
|
62.77 | 52.67 | 58.75 | 48.71 | |||||||||
Fourth
Quarter
|
56.42 | 26.65 | 62.02 | 56.07 |
Period
|
Total
Number
of
Shares
Purchased
|
Average
Price
Paid
per
Share
|
Total
Number of
Shares
Purchased
as
Part
of Publicly
Announced
Plans
or
Programs
(1)
|
Maximum
Dollar
Amount of
Shares
That May
Yet
Be Purchased
Under
the
Plans
or
Programs
(1)
(in
millions)
|
|||||||
September
28 – November 1
|
— | $ | — | — | $ | 500.0 | |||||
November
2 – November 29
|
2,467,300 | 34.59 | 2,467,300 | 414.7 | |||||||
November
30 – December 31
|
— | — | — | 414.7 | |||||||
Total Fourth Quarter
|
2,467,300 | $ | 34.59 | 2,467,300 | $ | 414.7 |
(1)
|
In
September 2008, the Board of Directors authorized the repurchase of up to
$500 million of the company’s common stock through September 10, 2009. All
of the shares of common stock repurchased by the company during the fourth
quarter of 2008 were purchased under this
program.
|
Item
6.
|
(a)
|
Reflects
a $36.9 million pre-tax charge for restructuring and other costs; an
after-tax gain of $5.5 million related to the company’s discontinued
operations; and the repurchase of $187.4 million of the company’s common
stock.
|
(b)
|
Reflects
a $91.4 million pre-tax charge for restructuring and other costs; an
after-tax loss of $18.5 million related to the company’s discontinued
operations; and the repurchase of $898.0 million of the company’s common
stock.
|
(c)
|
Reflects
completion of the merger with Fisher on November 9, 2006, including
issuance of common stock. Also reflects a $123.3 million pre-tax charge
for restructuring and other costs; a charge of $36.7 million for
acceleration of vesting of stock-based compensation as a result of the
Fisher merger; and after-tax income of $2.6 million related to the
company’s discontinued operations.
|
(d)
|
Reflects
a $30.3 million pre-tax charge for restructuring and other costs; $27.6
million of pre-tax net gains from the sale of shares of Thoratec
Corporation and Newport Corporation; and after-tax income of $24.9 million
related to the company’s discontinued operations. Also reflects use of
cash and debt for acquisitions, principally the Kendro Laboratory Products
division of SPX Corporation.
|
(e)
|
Reflects
a $19.2 million pre-tax charge for restructuring and other costs; $9.6
million of pre-tax gains from the sale of shares of Thoratec; $33.8
million of tax benefits recorded on completion of tax audits; and
after-tax income of $143.5 million related to the company’s discontinued
operations.
|
(Dollars
in millions)
|
2008
|
2007
|
|||||||||
Revenues
|
|||||||||||
Analytical Technologies
|
$ | 4,471.2 | 42.6% | $ | 4,181.7 | 42.9% | |||||
Laboratory Products and Services
|
6,453.3 | 61.5% | 5,911.1 | 60.6% | |||||||
Eliminations
|
(426.5 | ) | (4.1)% | (346.4 | ) | (3.5)% | |||||
$ | 10,498.0 | 100% | $ | 9,746.4 | 100% |
|
(a)
|
Accounts
Receivable
|
|
The
company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to pay amounts due. Such
allowances totaled $43 million at December 31, 2008. The company estimates
the amount of customer receivables that are uncollectible based on the age
of the receivable, the creditworthiness of the customer and any other
information that is relevant to the judgment. If the financial condition
of the company’s customers were to deteriorate, reducing their ability to
make payments, additional allowances would be
required.
|
|
(b)
|
Inventories
|
|
The
company writes down its inventories for estimated obsolescence for
differences between the cost and estimated net realizable value taking
into consideration usage in the preceding 12 months, expected demand and
any other information that is relevant to the judgment. If ultimate usage
or demand varies significantly from expected usage or demand, additional
writedowns may be required.
|
|
(c)
|
Intangible Assets and
Goodwill
|
|
The
company uses assumptions and estimates in determining the fair value of
assets acquired and liabilities assumed in a business combination. A
significant portion of the purchase price in many of the company’s
acquisitions is assigned to intangible assets that require the use of
significant judgment in determining (i) fair value; and (ii) whether such
intangibles are amortizable or non-amortizable and, if the former, the
period and the method by which the intangible asset will be amortized. The
company estimates the fair value of acquisition-related intangible assets
principally based on projections of cash flows that will arise from
identifiable intangible assets of acquired businesses. The projected cash
flows are discounted to determine the present value of the assets at the
dates of acquisition. Amortizable intangible assets totaled $5.10 billion
at December 31, 2008. The company reviews other intangible assets for
impairment when indication of potential impairment exists, such as a
significant reduction in cash flows associated with the assets. Actual
cash flows arising from a particular intangible asset could vary from
projected cash flows which could imply different carrying values from
those established at the dates of acquisition and which could result in
impairment of such asset.
|
|
The
company evaluates goodwill and indefinite-lived intangible assets for
impairment annually and when events occur or circumstances change that may
reduce the fair value of the asset below its carrying amount. Events or
circumstances that might require an interim evaluation include unexpected
adverse business conditions, economic factors, unanticipated technological
changes or competitive activities, loss of key personnel and acts by
governments and courts. Goodwill and indefinite-lived intangible assets
totaled $8.68 billion and $1.33 billion, respectively, at December 31,
2008. Estimates of future cash flows require assumptions related to
revenue and operating income growth, asset-related expenditures, working
capital levels and other factors. Different assumptions from those made in
the company’s analysis could materially affect projected cash flows and
the company’s evaluation of goodwill and indefinite-lived intangible
assets for impairment.
|
|
The
company’s market capitalization decreased from September 2008 to
approximately book value in the three business days before and after
year-end. Management believes that the decrease occurred primarily due to
economic uncertainty affecting the broader financial markets and concern
about companies’ ability to reach their financial goals. The company’s
businesses, however, were not materially adversely affected by the
significant global downturn during 2008. Projections of profitability for
2009 and thereafter and indicated fair values based on peer revenues and
earnings trading multiples were sufficient to conclude that no impairment
of goodwill or indefinite-lived intangible assets existed at December 31,
2008. There can be no assurance, however, that further deterioration of
the financial markets will not materially adversely affect peer trading
multiples and the company’s businesses such that they do not achieve their
forecasted profitability and these assets become impaired. Should the fair
value of the company’s goodwill or indefinite-lived intangible assets
decline because of reduced operating performance, market declines, or
other indicators of impairment, or as a result of changes in the discount
rate, charges for impairment may be
necessary.
|
|
(d)
|
Other Long-Lived
Assets
|
|
The
company reviews other long-lived assets for impairment when indication of
potential impairment exists, such as a significant reduction in cash flows
associated with the assets. Other long-lived assets totaled $1.64 billion
at December 31, 2008, including $1.28 billion of fixed assets. In testing
a long-lived asset for impairment, assumptions are made concerning
projected cash flows associated with the asset. Estimates of future cash
flows require assumptions related to revenue and operating income growth
and asset-related expenditures associated with the asset being reviewed
for impairment. Should future cash flows decline significantly from
estimated amounts, charges for impairment of other long-lived assets may
be necessary.
|
|
(e)
|
Revenues
|
|
In
instances where the company sells equipment with a related installation
obligation, the company generally recognizes revenue related to the
equipment when title passes. The company recognizes revenue related to the
installation when it performs the installation. The allocation of revenue
between the equipment and the installation is based on relative fair value
at the time of sale. Should the fair value of either the equipment or the
installation change, the company’s revenue recognition would be affected.
If fair value is not available for any undelivered element, revenue for
all elements is deferred until delivery is
completed.
|
|
In
instances where the company sells equipment with customer-specified
acceptance criteria, the company must assess whether it can demonstrate
adherence to the acceptance criteria prior to the customer’s
acceptance testing to determine the timing of revenue recognition. If the
nature of customer-specified acceptance criteria were to change or grow in
complexity such that the company could not demonstrate adherence, the
company would be required to defer additional revenues upon shipment of
its products until completion of customer acceptance
testing.
|
|
The
company’s software license agreements generally include multiple products
and services, or “elements.” The company recognizes software license
revenue based on the residual method after all elements have either been
delivered or vendor specific objective evidence (VSOE) of fair value
exists for any undelivered elements. In the event VSOE is not available
for any undelivered element, revenue for all elements is deferred until
delivery is completed. Revenues from software maintenance and support
contracts are recognized on a straight-line basis over the term of the
contract. VSOE of fair value of software maintenance and support is
determined based on the price charged for the maintenance and support when
sold separately. Revenues from training and consulting services are
recognized as services are performed, based on VSOE, which is determined
by reference to the price customers pay when the services are sold
separately.
|
|
The
company records reductions to revenue for estimated product returns by
customers. Should a greater or lesser number of products be returned,
additional adjustments to revenue may be
required.
|
|
(f)
|
Warranty
Obligations
|
|
At
the time the company recognizes revenue, it provides for the estimated
cost of product warranties based primarily on historical experience and
knowledge of any specific warranty problems that indicate projected
warranty costs may vary from historical patterns. The liability for
warranty obligations of the company’s continuing operations totaled $44
million at December 31, 2008. Should product failure rates or the actual
cost of correcting product failures vary from estimates, revisions to the
estimated warranty liability would be
necessary.
|
|
(g)
|
Income
Taxes
|
|
In the ordinary course of business there is inherent uncertainty in quantifying the company’s income tax positions. The company assesses income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the company has recorded the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Where applicable, associated interest expense has also been recognized. |
|
The
company operates in numerous countries under many legal forms and, as a
result, is subject to the jurisdiction of numerous domestic and non-U.S.
tax authorities, as well as to tax agreements and treaties among these
governments. Determination of taxable income in any jurisdiction requires
the interpretation of the related tax laws and regulations and the use of
estimates and assumptions regarding significant future events, such as the
amount, timing and character of deductions, permissible revenue
recognition methods under the tax law and the sources and character of
income and tax credits. Changes in tax laws, regulations, agreements and
treaties, currency exchange restrictions or the company’s level of
operations or profitability in each taxing jurisdiction could have an
impact upon the amount of current and deferred tax balances and hence the
company’s net income.
|
|
The
company estimates the degree to which tax assets and loss carryforwards
will result in a benefit based on expected profitability by tax
jurisdiction, and provides a valuation allowance for tax assets and loss
carryforwards that it believes will more likely than not go unused. If it
becomes more likely than not that a tax asset or loss carryforward will be
used, the company reverses the related valuation allowance. Following the
adoption of SFAS No. 141(R) in 2009, any such reversals will be recorded
as a reduction of the company’s tax provision. The company’s tax valuation
allowance totaled $161 million at December 31, 2008. Should the company’s
actual future taxable income by tax jurisdiction vary from estimates,
additional allowances or reversals thereof may be
necessary.
|
|
The
company provides a liability for future income tax payments in the
worldwide tax jurisdictions in which it operates. Accrued income taxes
totaled $33 million at December 31, 2008. Should tax return positions that
the company expects are sustainable not be sustained upon audit, the
company could be required to record an incremental tax provision for such
taxes. Should previously unrecognized tax benefits ultimately be
sustained, a reduction in the company’s tax provision would
result.
|
|
(h)
|
Contingencies and
Litigation
|
|
The
company records accruals for various contingencies, including legal
proceedings, environmental, workers’ compensation, product, general and
auto liabilities, and other claims that arise in the normal course of
business. The accruals are based on management’s judgment, historical
claims experience, the
probability
of losses and, where applicable, the consideration of opinions of internal
and or external legal counsel and actuarial estimates. Reserves of Fisher
as of the merger date, including environmental reserves, were initially
recorded at their fair value and as such were discounted to their net
present value. Additionally, the company records receivables from
third-party insurers when recovery has been determined to be
probable.
|
|
(i)
|
Pension and Other Retiree
Benefits
|
|
Several
of the company’s U.S. and non-U.S. subsidiaries sponsor defined benefit
pension and other retiree benefit plans. The cost and obligations of these
arrangements are calculated using many assumptions to estimate the
benefits that the employee earns while working, the amount of which cannot
be completely determined until the benefit payments cease. Major
assumptions used in the accounting for these employee benefit plans
include the discount rate, expected return on plan assets and rate of
increase in employee compensation levels. Assumptions are determined based
on company data and appropriate market indicators in consultation with
third-party actuaries, and are evaluated each year as of the plans’
measurement date. Net periodic pension costs for the company’s pension and
other postretirement benefit plans totaled income of $7 million in 2008,
including $19 million of income from curtailment of pension plans. The
company’s unfunded benefit obligation totaled $303 million at year-end
2008 compared with $170 million at year-end 2007. Should any of these
assumptions change, they would have an effect on net periodic pension
costs and the unfunded benefit obligation. For example, a 10% decrease in
the discount rate would result in an annual increase in pension and other
postretirement benefit expense of approximately $2 million and an increase
in the benefit obligation of approximately $82
million.
|
|
The
decrease in the funded status in 2008 resulted primarily from a downturn
that affected financial markets. The company expects to contribute $20 to
$30 million to its defined benefit pension plans in
2009.
|
|
(j)
|
Stock-based
Compensation
|
|
The
fair value of each stock option granted by the company is
estimated using the Black-Scholes option pricing model. Use of a valuation
model requires management to make certain assumptions with respect to
selected model inputs. Management estimates expected volatility
based on the historical volatility of the company’s stock.
The expected lives of grants through 2007 were estimated using the
simplified method for “plain vanilla” options as permitted by SAB 107.
Thereafter, historical data on exercise patterns became the basis for
determining the expected life of an option. The risk-free interest rate is
based on U.S. Treasury zero-coupon issues with a remaining term which
approximates the expected life assumed at the date of grant. Changes
in these input variables would affect the amount of expense
associated with stock-based compensation. The compensation
expense recognized for all stock-based awards is net of estimated
forfeitures. The company estimates forfeiture rates based
on historical analysis of option forfeitures. If actual
forfeitures should vary from estimated forfeitures, adjustments to
compensation expense may be
required.
|
|
(k)
|
Restructuring
Costs
|
|
The
company records restructuring charges for the cost of vacating facilities
based on future lease obligations and expected sub-rental income. The
company’s accrued restructuring costs for abandoned facilities in
continuing operations totaled $6 million at December 31, 2008. Should
actual cash flows associated with sub-rental income from vacated
facilities vary from estimated amounts, adjustments may be
required.
|
|
(l)
|
Assets Held for
Sale
|
|
The
company estimates the expected proceeds from any assets held for sale and,
when necessary, records losses to reduce the carrying value of these
assets to estimated realizable value. Should the actual or estimated
proceeds, which would include post-closing purchase price adjustments,
vary from current estimates, results could differ from expected
amounts.
|
(Dollars
in millions)
|
2008
|
2007
|
Change
|
||||||
Revenues
|
|||||||||
Analytical Technologies
|
$ | 4,471.2 | $ | 4,181.7 | 7% | ||||
Laboratory Products and
Services
|
6,453.3 | 5,911.1 | 9% | ||||||
Eliminations
|
(426.5 | ) | (346.4 | ) | 23% | ||||
Consolidated
Revenues
|
$ | 10,498.0 | $ | 9,746.4 | 8% | ||||
Operating
Income
|
|||||||||
Analytical
Technologies
|
$ | 957.1 | $ | 825.4 | 16% | ||||
Laboratory Products and
Services
|
912.0 | 811.5 | 12% | ||||||
Subtotal Reportable
Segments
|
1,869.1 | 1,636.9 | 14% | ||||||
Cost of Revenues
Charges
|
(1.5 | ) | (49.2 | ) | |||||
Restructuring and Other
Costs, Net
|
(35.4 | ) | (42.2 | ) | |||||
Amortization of
Acquisition-related Intangible Assets
|
(602.8 | ) | (571.1 | ) | |||||
Consolidated Operating
Income
|
$ | 1,229.4 | $ | 974.4 | 26% |
(Dollars
in millions)
|
2008
|
2007
|
Change
|
||||||
Revenues
|
$ | 4,471.2 | $ | 4,181.7 | 7% | ||||
Operating
Income Margin
|
21.4% | 19.7% |
1.7 pts.
|
(Dollars
in millions)
|
2008
|
2007
|
Change
|
||||||
Revenues
|
$ | 6,453.3 | $ | 5,911.1 | 9% | ||||
Operating
Income Margin
|
14.1% | 13.7% |
0.4 pts.
|
(Dollars
in millions)
|
2007
|
2006
|
Change
|
||||||
Revenues
|
|||||||||
Analytical Technologies
|
$ | 4,181.7 | $ | 2,368.0 | 77% | ||||
Laboratory Products and
Services
|
5,911.1 | 1,463.9 | 304% | ||||||
Eliminations
|
(346.4 | ) | (40.3 | ) | 760% | ||||
Consolidated
Revenues
|
$ | 9,746.4 | $ | 3,791.6 | 157% | ||||
Operating
Income
|
|||||||||
Analytical
Technologies
|
$ | 825.4 | $ | 370.5 | 123% | ||||
Laboratory Products and
Services
|
811.5 | 202.4 | 301% | ||||||
Subtotal Reportable
Segments
|
1,636.9 | 572.9 | 186% | ||||||
Cost of Revenues
Charges
|
(49.2 | ) | (77.7 | ) | |||||
Restructuring and Other
Costs, Net
|
(42.2 | ) | (45.7 | ) | |||||
Amortization of
Acquisition-related Intangible Assets
|
(571.1 | ) | (170.8 | ) | |||||
Stock-based Compensation
Acceleration Charge
|
— | (36.7 | ) | ||||||
Consolidated Operating
Income
|
$ | 974.4 | $ | 242.0 | 303% |
(Dollars
in millions)
|
2007
|
2006
|
Change
|
||||||
Revenues
|
$ | 4,181.7 | $ | 2,368.0 | 77% | ||||
Operating
Income Margin
|
19.7% | 15.6% |
4.1 pts.
|
(Dollars
in millions)
|
2007
|
2006
|
Change
|
||||||
Revenues
|
$ | 5,911.1 | $ | 1,463.9 | 304% | ||||
Operating
Income Margin
|
13.7% | 13.8% |
(0.1) pts.
|
Payments
Due by Period or Expiration of Commitment
|
||||||||||||||||
(In
millions)
|
2009
|
2010
and
2011
|
2012
and
2013
|
2014
and
Thereafter
|
Total
|
|||||||||||
Contractual
Obligations and Other Commercial Commitments
|
||||||||||||||||
Debt principal, including short term debt (a)
|
$ | 13.4 | $ | 2.7 | $ | 1.0 | $ | 2,035.5 | $ | 2,052.6 | ||||||
Interest (b)
|
84.8 | 169.8 | 168.9 | 309.2 | 732.7 | |||||||||||
Capital lease obligations
|
1.4 | 2.5 | 1.8 | — | 5.7 | |||||||||||
Operating lease obligations
|
92.1 | 126.0 | 68.5 | 69.7 | 356.3 | |||||||||||
Unconditional purchase obligations (c)
|
122.3 | 36.5 | 3.7 | — | 162.5 | |||||||||||
Letters of credit and bank guarantees
|
80.4 | 7.1 | 1.1 | 12.9 | 101.5 | |||||||||||
Surety bonds and other guarantees
|
31.2 | 3.7 | — | — | 34.9 | |||||||||||
Pension obligations on balance sheet
|
42.7 | 88.6 | 103.1 | 69.8 | 304.2 | |||||||||||
Asset retirement obligations
|
5.6 | 2.5 | 4.3 | 11.5 | 23.9 | |||||||||||
Other (d)
|
10.5 | — | — | — | 10.5 | |||||||||||
$ | 484.4 | $ | 439.4 | $ | 352.4 | $ | 2,508.6 | $ | 3,784.8 |
(a)
|
Amounts
represent the expected cash payments for debt and do not include any
deferred issuance costs.
|
(b)
|
For
the purpose of this calculation, amounts assume interest rates on floating
rate obligations remain unchanged from levels at December 31, 2008,
throughout the life of the
obligation.
|
(c)
|
Unconditional
purchase obligations include agreements to purchase goods or services that
are enforceable and legally binding and that specify all significant
terms, including: fixed or minimum quantities to be purchased; fixed,
minimum or variable price provisions; and the approximate timing of the
transaction. Purchase obligations exclude agreements that are cancelable
at any time without penalty.
|
(d)
|
Obligation
represents funding commitments pursuant to investments held by the
company.
|
Item
9A.
|
Item
9B.
|
Item
11.
|
Item
12.
|
(a)
|
The
following documents are filed as part of this
report:
|
|
(1)
|
Consolidated
Financial Statements (see Index on page F-1 of this
report):
|
|
(2)
|
Consolidated
Financial Statement Schedule (see Index on page F-1 of this
report):
|
(b)
|
Exhibits
|
Date: February
27, 2009
|
THERMO
FISHER SCIENTIFIC INC.
|
By:
/s/
Marijn E. Dekker
s
|
|
Marijn
E. Dekkers
|
|
President
and Chief Executive Officer
|
Signature
|
Title
|
|
By:
/s/ Marijn E.
Dekkers
Marijn
E. Dekkers
|
President,
Chief Executive Officer and Director
(Principal
Executive Officer)
|
|
By:
/s/ Jim
P. Ma
nzi
Jim
P. Manzi
|
Chairman
of the Board and Director
|
|
By:
/s/ Peter M.
Wilver
Peter
M. Wilver
|
Senior
Vice President and Chief Financial Officer
(Principal
Financial Officer)
|
|
By:
/s/ Peter E.
Hornstra
Peter
E. Hornstra
|
Vice
President and Chief Accounting Officer
(Principal
Accounting Officer)
|
|
By:
/s/ Michael A.
Bell
Michael
A. Bell
|
Director
|
|
By:
/s/ Stephen P.
Kaufman
Stephen
P. Kaufman
|
Director
|
|
By:
/s/ Judy C.
Lewent
Judy
C. Lewent
|
Director
|
|
By:
/s/ Peter J.
Manning
Peter
J. Manning
|
Director
|
|
By:
/s/ William G.
Parrett
William
G. Parrett
|
Director
|
|
By:
/s/ Michael E.
Porter
Michael
E. Porter
|
Director
|
|
By:
/s/ Scott M.
Sperling
Scott
M. Sperling
|
Director
|
|
By:
/s/ Elaine S.
Ullian
Elaine
S. Ullian
|
Director
|
|
Exhibit
Number
|
Description
of Exhibit
|
2.1
|
Agreement
and Plan of Merger by and among Thermo Electron Corporation, Trumpet
Merger Corporation and Fisher Scientific International Inc., dated as of
May 7, 2006 (filed as Exhibit 2.1 to the Registrant’s Current Report on
Form 8-K filed May 11, 2006 [File No. 1-8002] and incorporated in this
document by reference).
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2005 [File No. 1-8002] and incorporated in this
document by reference).
|
|
3.2
|
Amendment
to Thermo Fisher Scientific Inc.’s Third Amended and Restated Certificate
of Incorporation (filed as Exhibit 3.1 to the Registrant’s Current Report
on Form 8-K filed November 14, 2006 [File No. 1-8002] and incorporated in
this document by reference).
|
|
3.3
|
Bylaws
of the Company, as amended and effective as of May 15, 2008 (filed as
Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the
quarter ended June 28, 2008 [File No. 1-8002] and incorporated in this
document by reference).
|
|
The Registrant agrees, pursuant to Item
601(b)(4)(iii)(A) of Regulation S-K, to furnish to the Commission upon
request, a copy of each instrument with respect to long-term debt of the
Registrant or its consolidated subsidiaries.
|
||
4.1
|
Rights
Agreement, dated as of September 15, 2005, by and between Thermo Electron
Corporation and American Stock Transfer & Trust Company, as Rights
Agent, which includes as Exhibit A, the Terms of Series B Junior
Participating Preferred Stock, and as Exhibit B, the Form of Rights
Certificate (filed as Exhibit 4.1 to the Registrant’s Current Report on
Form 8-K filed September 16, 2005 [File No. 1-8002] and incorporated in
this document by reference).
|
|
4.2
|
Amendment
No. 1 to the Rights Agreement, dated as of May 7, 2006, between Thermo
Electron Corporation and American Stock Transfer & Trust Company, as
rights agent (filed as Exhibit 1.1 to the Registrant’s Registration
Statement on Form 8-A/A filed May 12, 2006 [File No. 1-8002] and
incorporated in this document by reference).
|
|
10.1
|
Revolving
Credit Facility Letters from Barclays Bank PLC in favor of the Registrant
and its subsidiaries (filed as Exhibit 10.8 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended January 3, 1998 [File No.
1-8002] and incorporated in this document by
reference).
|
|
10.2
|
Thermo
Fisher Scientific Inc. Deferred Compensation Plan for Directors of the
Registrant, as amended and restated on September 12, 2007 (filed as
Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the
quarter ended September 29, 2007 [File No. 1-8002] and incorporated
in this document by reference).*
|
|
10.3
|
Thermo
Fisher Scientific Inc. Directors Stock Option Plan, as amended and
restated as of November 9, 2006 (filed as Exhibit 10.21 to the
Registrant’s Current Report on Form 8-K filed November 14, 2006 [File No.
1-8002] and incorporated in this document by
reference).*
|
|
10.4
|
Thermo
Fisher Scientific Inc. 2008 Annual Incentive Award Plan (filed as Exhibit
10.2 to the Registrant’s Current Report on Form 8-K filed May 22, 2008
[File No. 1-8002] and incorporated in this document by
reference).*
|
Exhibit
Number
|
Description
of Exhibit
|
10.5
|
Thermo
Fisher Scientific 2001 Equity Incentive Plan, as amended and restated as
of November 9, 2006 (filed as Exhibit 10.6 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2006 [File No.
1-8002] and incorporated in this document by
reference).*
|
|
10.6
|
Thermo
Electron Corporation Deferred Compensation Plan, effective November 1,
2001 (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form
10-K for the fiscal year ended December 29, 2001 [File No. 1-8002] and
incorporated in this document by reference).*
|
|
10.7
|
2000
Spectra-Physics Lasers, Inc. Stock Incentive Plan (filed as Exhibit 10.1
to Spectra-Physics’ Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000 [File No. 000-23461] and incorporated in this
document by reference). (Spectra-Physics merged with Thermo Electron on
February 25, 2002.)*
|
|
10.8
|
Description
of Amendments to Certain Stock Option Plans made in February 2002 (filed
as Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 29, 2001 [File No. 1-8002] and incorporated in
this document by reference).*
|
|
10.9
|
Form
of Amended and Restated Indemnification Agreement between the Registrant
and its directors and officers (filed as Exhibit 10.2 to the Registrant’s
Registration Statement on Form S-4 [Reg. No. 333-90661] and incorporated
in this document by reference).*
|
|
10.10
|
Amended
and Restated Employment Agreement between the Registrant and Marijn
Dekkers dated April 7, 2008 (filed as 10.1 to the Registrant’s Current
Report on Form 8-K filed April 10, 2008 [File No. 1-8002] and incorporated
in this document by reference).*
|
|
10.11
|
Executive
Registry Program at the Massachusetts General Hospital (filed as Exhibit
10.74 to the Registrant’s Annual Report on Form 10-K for the fiscal year
ended December 28, 2002 [File No. 1-8002] and incorporated in this
document by reference).*
|
|
10.12
|
Form
of Executive Change in Control Retention Agreement for Officers dated May
15, 2008 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed May 19, 2008 [File No. 1-8002] and incorporated in this document
by reference).*
|
|
10.13
|
Thermo
Fisher Scientific Inc. Executive Severance Policy (filed as Exhibit 10.2
to the Registrant’s Current Report on Form 8-K filed May 19, 2008 [File
No. 1-8002] and incorporated in this document by
reference).*
|
|
10.14
|
2008
Restatement to the Executive Severance Agreement with Marc Casper, dated
November 21, 2008.*
|
|
10.15
|
Stock
Option Agreement dated December 12, 2003, by and between the Registrant
and Jim Manzi (filed as Exhibit 10.72 to the Registrant’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2003 [File No. 1-8002]
and incorporated in this document by
reference).*
|
Exhibit
Number
|
Description
of Exhibit
|
10.16
|
Credit
Agreement dated August 29, 2006, among the Company, as borrower, Bank of
America, N.A., as administrative agent and swing line lender, Bank of
America, N.A. and Barclays Bank PLC, as L/C issuers, the several banks and
other financial institutions or entities from time to time parties
thereto, as lenders, Banc of America Securities LLC and Barclays Capital,
as joint lead arrangers and joint book managers, Barclays Bank PLC, as
syndication agent, and ABN AMRO Bank, N.V., Deutsche Bank Securities,
Inc., and JP Morgan Chase Bank, N.A., as documentation agents (filed as
Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed
September 1, 2006 [File No. 1-8002] and incorporated in this document by
reference).
|
|
10.17
|
Form
of Thermo Electron Corporation Stock Option Agreement for use in
connection with the grant of stock options under certain of the
Registrant’s equity incentive plans to officers and directors of the
Registrant (filed as Exhibit 99.1 to the Registrant’s Current Report on
Form 8-K filed March 2, 2005 [File No. 1-8002] and incorporated herein by
reference).*
|
|
10.18
|
Form
of Thermo Electron Corporation Stock Option Agreement for use in
connection with the grant of stock options under the company’s 2005 Stock
Incentive Plan to officers and directors (other than Marijn Dekkers)
(filed as Exhibit 99.1 to the company’s Current Report on Form 8-K filed
May 23, 2005 [File No. 1-8002] and incorporated in this document by
reference).*
|
|
10.19
|
Form
of Thermo Fisher Scientific Inc. Stock Option Agreement for use in
connection with the grant of stock options under the Registrant’s equity
plans, as amended and restated on November 9, 2006 to officers and
directors of the Registrant (other than Marijn Dekkers and Marc Casper)
(filed as Exhibit 10.12 to the Registrant’s Current Report on Form 8-K
filed November 14, 2006 [File No. 1-8002] and incorporated in this
document by reference).*
|
|
10.20
|
Form
of Thermo Electron Corporation Stock Option Agreement for use in
connection with the grant of stock options under the Registrant’s equity
incentive plans to Marijn Dekkers (filed as Exhibit 99.2 to the
Registrant’s Current Report on Form 8-K filed March 2, 2005 [File No.
1-8002] and incorporated in this document by
reference).*
|
|
10.21
|
Form
of Thermo Fisher Scientific Inc. Stock Option Agreement for use in
connection with the grant of stock options under the Registrant’s 2005
Stock Incentive Plan, as amended and restated on November 9, 2006 to
Marijn Dekkers (filed as Exhibit 10.13 to the Registrant’s Current Report
on Form 8-K filed November 14, 2006 [File No. 1-8002] and incorporated in
this document by reference).*
|
|
10.22
|
Stock
Option Agreement dated November 9, 2006 with Marc Casper (filed as Exhibit
10.14 to the Registrant’s Current Report on Form 8-K filed November 14,
2006 [File No. 1-8002] and incorporated in this document by
reference).*
|
|
10.23
|
Form
of Thermo Fisher Scientific Inc.’s Restricted Stock Agreement for use in
connection with the grant of restricted stock under the Registrant’s 2005
Stock Incentive Plan, as amended and restated on November 9, 2006 to
Marijn Dekkers (filed as Exhibit 10.17 to the Registrant’s Current Report
on Form 8-K filed November 14, 2006 [File No. 1-8002] and incorporated in
this document by reference).*
|
Exhibit
Number
|
Description
of Exhibit
|
10.24
|
Form
of Thermo Fisher Scientific Inc.’s Restricted Stock Agreement for use in
connection with the grant of restricted stock under the Registrant’s 2005
Stock Incentive Plan, as amended and restated on November 9, 2006 to
officers of the Registrant (other than Marijn Dekkers and Marc Casper)
(filed as Exhibit 10.16 to the Registrant’s Current Report on Form 8-K
filed November 14, 2006 [File No. 1-8002] and incorporated in this
document by reference).*
|
|
10.25
|
Restricted
Stock Agreement dated November 9, 2006 with Marc Casper (filed as Exhibit
10.18 to the Registrant’s Current Report on Form 8-K filed November 14,
2006 [File No. 1-8002] and incorporated in this document by
reference).*
|
|
10.26
|
Form
of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Agreement
for use in connection with the grant of performance restricted stock under
the Registrant’s 2005 Stock Incentive Plan, as amended and restated on
November 9, 2006 to the officers of the Registrant (filed as Exhibit 10.20
to the Registrant’s Current Report on Form 8-K filed November 14, 2006
[File No. 1-8002] and incorporated in this document by
reference).*
|
|
10.27
|
Summary
of Thermo Fisher Scientific Inc. Annual Director
Compensation.*
|
|
10.28
|
Thermo
Fisher Scientific Inc. 2005 Stock Incentive Plan, as amended and restated
on November 9, 2006 (filed as Exhibit 10.9 to the Registrant’s Current
Report on Form 8-K filed November 14, 2006 [File No. 1-8002] and
incorporated in this document by reference).*
|
|
10.29
|
Fisher
Scientific International Inc. 2005 Equity and Incentive Plan, as amended
for awards granted on or after November 9, 2006 (filed as Exhibit 10.10 to
the Registrant’s Current Report on Form 8-K filed November 14, 2006 [File
No. 1-8002] and incorporated in this document by
reference).*
|
|
10.30
|
Summary
of Annual Incentive Program of Thermo Electron Corporation (filed as
Exhibit 10.66 to the Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 [File No. 1-8002] and incorporated in
this document by reference).*
|
|
10.31
|
Summary
of 2008 Annual Cash Incentive Plan Matters (set forth in Item 5.02 to the
Registrant’s Current Report on Form 8-K filed March 10, 2008 [File No.
1-8002] under the heading “Annual Cash Incentive Plans -
Establishment of Criteria for 2008 Bonus” and incorporated herein by
reference).*
|
|
10.32
|
Marijn
Dekkers Waiver Letter, dated as of May 7, 2006 (filed as Exhibit 10.1 to
the company’s Current Report on Form 8-K filed May 11, 2006 [File No.
1-8002] and incorporated in this document by
reference).*
|
|
10.33
|
Form
of Noncompetition Agreement between the Registrant and certain key
employees and executive officers (filed as Exhibit 10.4 to the
Registrant’s Current Report on Form 8-K filed November 14, 2006 [File No.
1-8002] and incorporated in this document by
reference).*
|
|
10.34
|
Noncompetition
Agreement between the Registrant and Marc Casper, dated as of November 9,
2006 (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K
filed November 14, 2006 [File No. 1-8002] and incorporated in this
document by reference).*
|
Exhibit
Number
|
Description
of Exhibit
|
10.35
|
Retirement
Plan for Non-Employee Directors of Fisher Scientific International Inc.
(filed as Exhibit 10.12 to Fisher Scientific International Inc.’s Annual
Report on Form 10-K for the year ended December 31, 1992, filed
March 24, 1993 [File No. 1-10920] and incorporated in this document
by reference).*
|
|
10.36
|
First
Amendment to the Fisher Scientific International Inc. Retirement Plan for
Non-Employee Directors (filed as Exhibit 10.04 to Fisher Scientific
International Inc.’s Quarterly Report on Form 10-Q filed May 10,
2005 [File No. 1-10920] and incorporated in this document by
reference).*
|
|
10.37
|
Amendment
to Retirement Plan for Non-Employee Directors of Fisher Scientific
International Inc. (filed as Exhibit 10.02 to Fisher Scientific
International Inc.’s Current Report on Form 8-K filed March 7, 2006 [File
No. 1-10920] and incorporated in this document by
reference).*
|
|
10.38
|
Fisher
Scientific International Inc. 2001 Equity and Incentive Plan, effective as
of May 16, 2001 (filed as Annex I to Fisher Scientific International
Inc.’s definitive proxy statement filed April 12, 2001 [File No.
1-10920] and incorporated in this document by
reference).*
|
|
10.39
|
Form
of Fisher Scientific International Inc. Non-Qualified Stock Option Award
Agreement (Management Options — Fisher Scientific International Inc.
2001 Equity and Incentive Plan) (filed as Exhibit 10.1 to Fisher
Scientific International Inc.’s Quarterly Report on Form 10-Q filed
November 9, 2004 [File No. 1-10920] and incorporated in this document
by reference).*
|
|
10.40
|
Fisher
Scientific International Inc. 2005 Equity and Incentive Plan, effective as
of May 6, 2005 (filed as Exhibit A to Fisher Scientific International
Inc.’s definitive proxy statement filed April 4, 2005 [File No.
1-10920] and incorporated in this document by
reference).*
|
|
10.41
|
Form
of 2005 Equity and Incentive Plan Non-Qualified Stock Option Award
Agreement (filed as Exhibit 10.01 to Fisher Scientific International
Inc.’s Current Report on Form 8-K filed June 10, 2005 [File No.
1-10920] and incorporated in this document by
reference).*
|
|
10.42
|
Apogent
Technologies Inc. 2001 Equity Incentive Plan (filed as Exhibit 99.5 to
Fisher Scientific International Inc.’s Registration Statement of Form S-8
filed August 13, 2004 [File No. 1-10920] and incorporated in this document
by reference).*
|
|
10.43
|
Thermo
Fisher Scientific Inc. Amended and Restated 2005 Deferred Compensation
Plan, effective January 1, 2009.*
|
|
10.44
|
Description
of Amendments to certain Stock Option Plans made in February 2008 (filed
as Exhibit 10.75 to the Registrant’s Annual Report on Form 10-K for the
year ended December 31, 2007 [File No. 1-8002] and incorporated in this
document by reference).*
|
|
10.45
|
Amendment
dated February 27, 2008 to Thermo Fisher Scientific Inc. Directors Stock
Option Plan, as amended and restated as of November 9, 2006 (filed as
Exhibit 10.78 to the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2007 [File No. 1-8002] and incorporated in this
document by reference).*
|
Exhibit
Number
|
Description
of Exhibit
|
10.46
|
Amendment
dated February 27, 2008 to Thermo Fisher Scientific Inc. 2005 Stock
Incentive Plan, as amended and restated on November 9, 2006 (filed as
Exhibit 10.79 to the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2007 [File No. 1-8002] and incorporated in this
document by reference).*
|
|
10.47
|
Amendment
dated February 27, 2008 to Fisher Scientific International Inc. 2005
Equity and Incentive Plan, as amended and restated on November 9, 2006
(filed as Exhibit 10.80 to the Registrant’s Annual Report on Form 10-K for
the year ended December 31, 2007 [File No. 1-8002] and incorporated in
this document by reference).*
|
|
10.48
|
Amendment
dated February 27, 2008 to Thermo Fisher Scientific Inc. 2001 Equity
Incentive Plan, as amended and restated on November 9, 2006 (filed as
Exhibit 10.81 to the Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2007 [File No. 1-8002] and incorporated in this
document by reference).*
|
|
10.49
|
Form
of Thermo Fisher Scientific Stock Option Agreement for use in connection
with the grant of stock options under the Registrant’s equity plans to
directors of the Registrant (filed as Exhibit 10.1 to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended June 28, 2008 [File
No. 1-8002] and incorporated in this document by
reference).*
|
|
10.50
|
Thermo
Fisher Scientific Inc. 2008 Stock Incentive Plan (filed as Exhibit 10.1 to
the Registrant’s Current Report on Form 8-K filed May 22, 2008 [File No.
1-8002] and incorporated in this document by
reference).*
|
|
10.51
|
Stock
Option Agreement dated May 15, 2008 between the Registrant and Marc Casper
(filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K
filed May 19, 2008 [File No. 1-8002] and incorporated in this document by
reference).*
|
|
10.52
|
Form
of Thermo Fisher Scientific Inc.’s March 2008 Performance Restricted Stock
Agreement for use in connection with the grant of performance restricted
stock under the Registrant’s 2005 Stock Incentive Plan, as amended and
restated on November 9, 2006 to officers of the Registrant (filed as
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed March
10, 2008 [File No. 1-8002] and incorporated in this document by
reference).*
|
|
10.53
|
Letter
Agreement dated April 7, 2008, between the Registrant and Marijn Dekkers
(filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K
filed April 10, 2008 [File No. 1-8002] and incorporated in this document
by reference).*
|
|
10.54
|
Letter
Agreement dated April 7, 2008, between the Registrant and Marijn Dekkers
(filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K
filed April 10, 2008 [File No. 1-8002] and incorporated in this document
by reference).*
|
|
10.55
|
Form
of Executive Change in Control Retention Agreement for Officers (for
officers appointed after February 26, 2009).*
|
|
10.56
|
Form
of Thermo Fisher Scientific Inc.’s February 2009 Performance Restricted
Stock Unit Agreement (filed as Exhibit 10.2 to the Registrant’s Current
Report on Form 8-K filed February 27, 2009 [File No. 1-8002] and
incorporated in this document by
reference).*
|
Exhibit
Number
|
Description
of Exhibit
|
10.57
|
Form
of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement (filed
as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed
February 27, 2009 [File No. 1-8002] and incorporated in this document by
reference).*
|
|
21
|
Subsidiaries
of the Registrant.
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP.
|
|
31.1
|
Certification
of Chief Executive Officer required by Exchange Act Rules 13a-14(a) and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
31.2
|
Certification
of Chief Financial Officer required by Exchange Act Rules 13a-14(a) and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
32.1
|
Certification
of Chief Executive Officer required by Exchange Act Rules 13a-14(b) and
15d-14(b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.**
|
|
32.2
|
Certification
of Chief Financial Officer required by Exchange Act Rules 13a-14(b) and
15d-14(b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.**
|
*Indicates
management contract or compensatory plan, contract or
arrangement.
|
|
**Certification
is not deemed “filed” for purposes of Section 18 of the Exchange Act or
otherwise subject to the liability of that section. Such
certification is not deemed to be
incorporated by reference into any filing under the Securities Act
or the Exchange Act except to the extent that the registrant specifically
incorporates it by reference.
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated
Statement of Income for the years ended December 31, 2008, 2007 and
2006
|
F-3
|
Consolidated
Balance Sheet as of December 31, 2008 and 2007
|
F-4
|
Consolidated
Statement of Cash Flows for the years ended December 31, 2008, 2007 and
2006
|
F-6
|
Consolidated
Statement of Comprehensive Income and Shareholders’ Equity for the years
ended December 31, 2008, 2007 and 2006
|
F-8
|
Notes
to Consolidated Financial Statements
|
F-10
|
Schedule
II – Valuation and Qualifying Accounts
|
F-67
|
Note
:
|
All
other financial statement schedules are omitted because they are not
applicable or not required, or because the required information is
included in the consolidated financial statements or in the notes
thereto.
|
Year
Ended December 31,
|
||||||||||
(In
millions except per share amounts)
|
2008
|
2007
|
2006
|
|||||||
Revenues
|
||||||||||
Product revenues
|
$ | 8,838.8 | $ | 8,300.6 | $ | 2,981.9 | ||||
Service revenues
|
1,659.2 | 1,445.8 | 809.7 | |||||||
10,498.0 | 9,746.4 | 3,791.6 | ||||||||
Costs
and Operating Expenses:
|
||||||||||
Cost of product
revenues
|
5,299.6 | 5,079.3 | 1,723.0 | |||||||
Cost of service
revenues
|
992.2 | 862.7 | 500.5 | |||||||
Selling, general and
administrative expenses
|
2,692.3 | 2,549.1 | 1,110.2 | |||||||
Research and development
expenses
|
249.1 | 238.7 | 170.2 | |||||||
Restructuring and other costs,
net
|
35.4 | 42.2 | 45.7 | |||||||
9,268.6 | 8,772.0 | 3,549.6 | ||||||||
Operating
Income
|
1,229.4 | 974.4 | 242.0 | |||||||
Other
Expense, Net
|
(79.8 | ) | (93.1 | ) | (32.6 | ) | ||||
Income
from Continuing Operations Before Provision for Income
Taxes
|
1,149.6 | 881.3 | 209.4 | |||||||
Provision
for Income Taxes
|
(160.9 | ) | (101.7 | ) | (43.1 | ) | ||||
Income
from Continuing Operations
|
988.7 | 779.6 | 166.3 | |||||||
Income from Discontinued Operations (net of income tax provision of $0.2
in 2006)
|
— | — | 0.5 | |||||||
Gain (Loss) on Disposal of Discontinued Operations, Net (net of income tax
provision of $3.5 in 2008 and
$1.1 in 2006, includes income tax provision of $4.2 in
2007)
|
5.5 | (18.5 | ) | 2.1 | ||||||
Net
Income
|
$ | 994.2 | $ | 761.1 | $ | 168.9 | ||||
Earnings per Share from
Continuing Operations
|
||||||||||
Basic
|
$ | 2.36 | $ | 1.85 | $ | .85 | ||||
Diluted
|
$ | 2.27 | $ | 1.76 | $ | .82 | ||||
Earnings
per Share
|
||||||||||
Basic
|
$ | 2.38 | $ | 1.81 | $ | .86 | ||||
Diluted
|
$ | 2.29 | $ | 1.72 | $ | .84 | ||||
Weighted Average
Shares
|
||||||||||
Basic
|
418.2 | 421.5 | 196.1 | |||||||
Diluted
|
434.8 | 443.7 | 203.7 |
December
31,
|
|||||||
(In
millions)
|
2008
|
2007
|
|||||
Assets
|
|||||||
Current
Assets:
|
|||||||
Cash and cash
equivalents
|
$ | 1,280.5 | $ | 625.1 | |||
Short-term investments, at
quoted market value
|
7.5 | 14.1 | |||||
Accounts receivable, less
allowances of $43.1 and $49.5
|
1,478.1 | 1,450.0 | |||||
Inventories
|
1,171.4 | 1,169.9 | |||||
Deferred tax
assets
|
161.7 | 195.8 | |||||
Other current
assets
|
246.7 | 210.4 | |||||
4,345.9 | 3,665.3 | ||||||
Property,
Plant and Equipment, at Cost, Net
|
1,275.3 | 1,267.4 | |||||
Acquisition-related
Intangible Assets, Net
|
6,423.2 | 7,157.8 | |||||
Other
Assets
|
367.9 | 403.7 | |||||
Goodwill
|
8,677.7 | 8,713.2 | |||||
$ | 21,090.0 | $ | 21,207.4 |
December
31,
|
|||||||
(In
millions except share amounts)
|
2008
|
2007
|
|||||
Liabilities
and Shareholders’ Equity
|
|||||||
Current
Liabilities:
|
|||||||
Short-term obligations and
current maturities of long-term obligations
|
$ | 14.8 | $ | 149.3 | |||
Accounts payable
|
539.5 | 676.9 | |||||
Accrued payroll and employee
benefits
|
296.2 | 295.1 | |||||
Accrued income
taxes
|
32.9 | 64.2 | |||||
Deferred revenue
|
135.3 | 128.5 | |||||
Other accrued
expenses
|
521.5 | 587.6 | |||||
1,540.2 | 1,901.6 | ||||||
Deferred
Income Taxes
|
1,978.0 | 2,279.9 | |||||
Other
Long-term Liabilities
|
601.7 | 491.7 | |||||
Long-term
Obligations
|
2,043.5 | 2,045.9 | |||||
Commitments
and Contingencies (Note 10)
|
|||||||
Shareholders’
Equity:
|
|||||||
Preferred stock, $100 par value,
50,000 shares authorized; none issued
|
|||||||
Common stock, $1 par value,
1,200,000,000 shares authorized; 421,791,009 and 439,340,851 shares
issued
|
421.8 | 439.3 | |||||
Capital in excess of par
value
|
11,273.2 | 12,283.4 | |||||
Retained earnings
|
3,528.7 | 2,534.5 | |||||
Treasury stock at cost, 3,825,245
and 24,102,880 shares
|
(151.3 | ) | (1,157.3 | ) | |||
Accumulated other comprehensive
items
|
(145.8 | ) | 388.4 | ||||
14,926.6 | 14,488.3 | ||||||
$ | 21,090.0 | $ | 21,207.4 |
Year
Ended December 31,
|
||||||||||
(In
millions)
|
2008
|
2007
|
2006
|
|||||||
Operating
Activities
|
||||||||||
Net income
|
$ | 994.2 | $ | 761.1 | $ | 168.9 | ||||
Income from discontinued operations
|
— | — | (0.5 | ) | ||||||
(Gain) Loss on disposal
of discontinued operations, net
|
(5.5 | ) | 18.5 | (2.1 | ) | |||||
Income from continuing operations
|
988.7 | 779.6 | 166.3 | |||||||
Adjustments to reconcile
income from continuing operations to net cash provided by operating
activities:
|
||||||||||
Depreciation and amortization
|
792.7 | 756.8 | 240.7 | |||||||
Change in deferred income taxes
|
(123.1 | ) | (90.8 | ) | (73.6 | ) | ||||
Non-cash stock-based compensation
|
57.1 | 51.1 | 69.4 | |||||||
Non-cash charges for the sale of inventories revalued at the date of
acquisition
|
1.0 | 48.3 | 74.7 | |||||||
Tax benefits from stock-based compensation awards
|
(25.4 | ) | (96.8 | ) | (17.4 | ) | ||||
Other non-cash expenses, net
|
48.5 | 61.4 | 29.6 | |||||||
Changes in assets and liabilities, excluding the effects of acquisitions
and dispositions:
|
||||||||||
Accounts receivable
|
(50.9 | ) | (10.0 | ) | 32.1 | |||||
Inventories
|
(49.6 | ) | (14.0 | ) | 7.9 | |||||
Other assets
|
(40.6 | ) | (13.9 | ) | (3.2 | ) | ||||
Accounts payable
|
(123.9 | ) | 6.9 | 11.1 | ||||||
Other liabilities
|
(32.0 | ) | 60.8 | (79.8 | ) | |||||
Contributions to retirement plans
|
(20.7 | ) | (54.2 | ) | (50.3 | ) | ||||
Net cash provided by continuing operations
|
1,421.8 | 1,485.2 | 407.5 | |||||||
Net
cash used in discontinued operations
|
(1.6 | ) | (1.7 | ) | (1.8 | ) | ||||
Net cash provided by operating activities
|
1,420.2 | 1,483.5 | 405.7 | |||||||
Investing
Activities
|
||||||||||
Cash acquired in Fisher merger, net of transaction costs
|
— | — | 359.9 | |||||||
Acquisitions, net of cash acquired
|
(201.5 | ) | (492.5 | ) | (132.0 | ) | ||||
Purchases of property, plant and equipment
|
(264.4 | ) | (175.5 | ) | (76.8 | ) | ||||
Proceeds from sale of property, plant and equipment
|
15.4 | 19.2 | 5.8 | |||||||
Proceeds from sale of available-for-sale investments
|
0.6 | 7.7 | 155.6 | |||||||
Purchases of available-for-sale investments
|
(0.1 | ) | (8.1 | ) | (87.8 | ) | ||||
Proceeds from maturities of available-for-sale investments
|
— | — | 1.9 | |||||||
Distribution from retirement trust to fund disbursements
|
0.8 | 25.6 | 39.9 | |||||||
Proceeds from sale of
product lines and businesses, net of cash divested
|
3.5 | — | 8.6 | |||||||
Collection of notes receivable
|
— | 48.2 | 2.8 | |||||||
(Increase) decrease in other assets
|
(12.2 | ) | (41.9 | ) | 0.7 | |||||
Net
cash provided by (used in) continuing operations
|
(457.9 | ) | (617.3 | ) | 278.6 | |||||
Net cash provided by discontinued operations
|
7.9 | 31.3 | 4.8 | |||||||
Net cash provided by (used in) investing activities
|
$ | (450.0 | ) | $ | (586.0 | ) | $ | 283.4 |
Year
Ended December 31,
|
||||||||||
(In
millions)
|
2008
|
2007
|
2006
|
|||||||
Financing
Activities
|
||||||||||
Redemption and repayment of long-term obligations
|
$ | (136.1 | ) | $ | (9.4 | ) | $ | (334.6 | ) | |
(Decrease) increase in short-term notes payable
|
(15.4 | ) | (463.5 | ) | 176.8 | |||||
Purchases of company common stock
|
(187.4 | ) | (898.0 | ) | (300.0 | ) | ||||
Net proceeds from issuance of company common stock
|
85.1 | 345.4 | 180.3 | |||||||
Tax benefits from stock-based compensation awards
|
25.4 | 96.8 | 17.4 | |||||||
Net cash used in financing activities
|
(228.4 | ) | (928.7 | ) | (260.1 | ) | ||||
Exchange
Rate Effect on Cash of Continuing Operations
|
(86.4 | ) | (11.1 | ) | 24.1 | |||||
Increase
(Decrease) in Cash and Cash Equivalents
|
655.4 | (42.3 | ) | 453.1 | ||||||
Cash
and Cash Equivalents at Beginning of Year
|
625.1 | 667.4 | 214.3 | |||||||
Cash
and Cash Equivalents at End of Year
|
$ | 1,280.5 | $ | 625.1 | $ | 667.4 |
Year
Ended December 31,
|
||||||||||
(In
millions except share amounts)
|
2008
|
2007
|
2006
|
|||||||
Comprehensive
Income
|
||||||||||
Net
Income
|
$ | 994.2 | $ | 761.1 | $ | 168.9 | ||||
Other
Comprehensive Items:
|
||||||||||
Currency translation adjustment
|
(431.6 | ) | 200.9 | 118.6 | ||||||
Unrealized (losses) gains on available-for-sale investments, net of
tax
|
(1.3 | ) | 1.5 | — | ||||||
Unrealized gains on hedging instruments, net of tax
|
0.2 | 0.3 | 0.2 | |||||||
Pension and other postretirement benefit liability adjustments, net of
tax
|
(101.5 | ) | 35.5 | (1.0 | ) | |||||
(534.2 | ) | 238.2 | 117.8 | |||||||
$ | 460.0 | $ | 999.3 | $ | 286.7 | |||||
Shareholders’
Equity
|
||||||||||
Common
Stock, $1 Par Value:
|
||||||||||
Balance at beginning of year (439,340,851; 424,240,292 and 181,817,452
shares)
|
$ | 439.3 | $ | 424.2 | $ | 181.8 | ||||
Issuance of shares for merger with Fisher (251,164,572
shares)
|
— | — | 251.2 | |||||||
Issuance of shares for conversion of debt (74,089; 9,536 and 1,668,141
shares)
|
0.1 | — | 1.7 | |||||||
Retirement of treasury shares (25,000,000 and 20,000,000
shares)
|
(25.0 | ) | — | (20.0 | ) | |||||
Issuance of shares upon exercise of warrants (3,307,170
shares)
|
3.3 | — | — | |||||||
Issuance of shares under employees’ and directors’ stock plans (4,068,899;
15,091,023 and 9,590,127
shares)
|
4.1 | 15.1 | 9.5 | |||||||
Balance at end of year (421,791,009; 439,340,851 and 424,240,292
shares)
|
421.8 | 439.3 | 424.2 | |||||||
Capital
in Excess of Par Value:
|
||||||||||
Balance at beginning of year
|
12,283.4 | 11,810.4 | 1,421.3 | |||||||
Elimination of deferred compensation
|
— | — | (3.8 | ) | ||||||
Issuance of equity for merger with Fisher
|
— | — | 10,028.9 | |||||||
Fair value of Fisher convertible debt allocable to equity
|
— | — | 546.8 | |||||||
Issuance of shares for conversion of debt
|
(0.1 | ) | 0.4 | 68.0 | ||||||
Retirement of treasury shares
|
(1,193.2 | ) | — | (500.4 | ) | |||||
Issuance of shares upon exercise of warrants
|
12.7 | — | — | |||||||
Activity under employees’ and directors’ stock plans
|
88.2 | 316.6 | 162.8 | |||||||
Stock-based compensation
|
57.1 | 56.9 | 69.4 | |||||||
Tax benefit related to employees’ and directors’ stock
plans
|
25.1 | 99.1 | 17.4 | |||||||
Balance at end of year
|
11,273.2 | 12,283.4 | 11,810.4 | |||||||
Retained
Earnings:
|
||||||||||
Balance at beginning of year
|
2,534.5 | 1,773.4 | 1,604.5 | |||||||
Net income
|
994.2 | 761.1 | 168.9 | |||||||
Balance at end of year
|
$ | 3,528.7 | $ | 2,534.5 | $ | 1,773.4 |
Year
Ended December 31,
|
||||||||||
(In
millions except share amounts)
|
2008
|
2007
|
2006
|
|||||||
Treasury
Stock:
|
||||||||||
Balance at beginning of
year (24,102,880; 7,635,184 and 19,335,163 shares)
|
$ | (1,157.3 | ) | $ | (246.4 | ) | $ | (437.7 | ) | |
Purchases of company common
stock (4,273,950; 16,370,945 and 7,881,113 shares)
|
(187.4 | ) | (898.0 | ) | (300.0 | ) | ||||
Retirement of treasury shares (25,000,000 and 20,000,000
shares)
|
1,218.2 | — | 520.4 | |||||||
Shares received for exercise of warrants (280,540 shares)
|
(16.0 | ) | — | — | ||||||
Activity under employees’ and directors’ stock plans (167,875; 96,751 and
418,908 shares)
|
(8.8 | ) | (12.9 | ) | (29.1 | ) | ||||
Balance at end of year (3,825,245; 24,102,880 and 7,635,184
shares)
|
(151.3 | ) | (1,157.3 | ) | (246.4 | ) | ||||
Deferred
Compensation:
|
||||||||||
Balance at beginning of year
|
— | — | (3.8 | ) | ||||||
Elimination of deferred compensation
|
— | — | 3.8 | |||||||
Balance at end of year
|
— | — | — | |||||||
Accumulated
Other Comprehensive Items:
|
||||||||||
Balance at beginning of year
|
388.4 | 150.2 | 27.2 | |||||||
Initial impact upon adoption of SFAS No. 158, net of taxes
|
— | — | 5.2 | |||||||
Other comprehensive items
|
(534.2 | ) | 238.2 | 117.8 | ||||||
Balance at end of year
|
(145.8 | ) | 388.4 | 150.2 | ||||||
$ | 14,926.6 | $ | 14,488.3 | $ | 13,911.8 |
Note
1.
|
Nature
of Operations and Summary of Significant Accounting
Policies
|
Note
1.
|
Nature
of Operations and Summary of Significant Accounting Policies
(continued)
|
(a)
|
Primarily
represents the effects of currency
translation.
|
Note
1.
|
Nature
of Operations and Summary of Significant Accounting Policies
(continued)
|
Note
1.
|
Nature
of Operations and Summary of Significant Accounting Policies
(continued)
|
December
31,
|
|||||||
(In
millions)
|
2008
|
2007
|
|||||
Raw
Materials
|
$ | 310.6 | $ | 316.5 | |||
Work
in Progress
|
120.3 | 118.4 | |||||
Finished
Goods
|
740.5 | 735.0 | |||||
$ | 1,171.4 | $ | 1,169.9 |
December
31,
|
|||||||
(In
millions)
|
2008
|
2007
|
|||||
Land
|
$ | 143.4 | $ | 140.0 | |||
Buildings
and Improvements
|
593.0 | 536.1 | |||||
Machinery,
Equipment and Leasehold Improvements
|
1,118.4 | 1,040.4 | |||||
1,854.8 | 1,716.5 | ||||||
Less:
Accumulated Depreciation and Amortization
|
579.5 | 449.1 | |||||
$ | 1,275.3 | $ | 1,267.4 |
Note
1.
|
Nature
of Operations and Summary of Significant Accounting Policies
(continued)
|
(In
millions)
|
Gross
|
Accumulated
Amortization
|
Net
|
|||||||
2008
|
||||||||||
Definite Lives:
|
||||||||||
Customer relationships
|
$ | 4,751.3 | $ | (946.7 | ) | $ | 3,804.6 | |||
Product technology
|
1,055.0 | (320.2 | ) | 734.8 | ||||||
Tradenames
|
690.9 | (142.7 | ) | 548.2 | ||||||
Patents
|
20.0 | (16.7 | ) | 3.3 | ||||||
Other
|
12.3 | (6.9 | ) | 5.4 | ||||||
6,529.5 | (1,433.2 | ) | 5,096.3 | |||||||
Indefinite Lives:
|
||||||||||
Tradenames
|
1,326.9 | — | 1,326.9 | |||||||
$ | 7,856.4 | $ | (1,433.2 | ) | $ | 6,423.2 | ||||
2007
|
||||||||||
Definite Lives:
|
||||||||||
Customer relationships
|
$ | 4,844.1 | $ | (567.7 | ) | $ | 4,276.4 | |||
Product technology
|
1,088.3 | (210.2 | ) | 878.1 | ||||||
Tradenames
|
743.4 | (80.1 | ) | 663.3 | ||||||
Patents
|
20.1 | (15.9 | ) | 4.2 | ||||||
Other
|
12.8 | (3.9 | ) | 8.9 | ||||||
6,708.7 | (877.8 | ) | 5,830.9 | |||||||
Indefinite Lives:
|
||||||||||
Tradenames
|
1,326.9 | — | 1,326.9 | |||||||
$ | 8,035.6 | $ | (877.8 | ) | $ | 7,157.8 |
Note
1.
|
Nature
of Operations and Summary of Significant Accounting Policies
(continued)
|
(In
millions)
|
||||
2009
|
$ | 577.6 | ||
2010
|
510.3 | |||
2011
|
475.3 | |||
2012
|
467.6 | |||
2013
|
451.3 | |||
2014
and thereafter
|
2,614.2 | |||
$ | 5,096.3 |
Note
1.
|
Nature
of Operations and Summary of Significant Accounting Policies
(continued)
|
(In
millions)
|
Analytical
Technologies
|
Laboratory
Products
and
Services
|
Total
|
|||||||
Balance
at December 31, 2006
|
$ | 3,205.1 | $ | 5,319.9 | $ | 8,525.0 | ||||
Acquisitions
|
88.7 | 165.7 | 254.4 | |||||||
Finalization of purchase price allocation for Fisher and
Cohesive
|
(61.8 | ) | 114.0 | 52.2 | ||||||
Tax benefits from exercise of stock options
|
(21.0 | ) | (46.8 | ) | (67.8 | ) | ||||
Write off due to planned sale of business
|
(15.0 | ) | — | (15.0 | ) | |||||
Contribution of businesses to joint ventures
|
— | (41.5 | ) | (41.5 | ) | |||||
Currency translation
|
9.0 | 0.9 | 9.9 | |||||||
Other
|
(7.1 | ) | 3.1 | (4.0 | ) | |||||
Balance
at December 31, 2007
|
3,197.9 | 5,515.3 | 8,713.2 | |||||||
Acquisitions
|
54.9 | 39.7 | 94.6 | |||||||
Tax benefits from exercise of stock options
|
(2.9 | ) | (6.1 | ) | (9.0 | ) | ||||
Finalization of purchase price allocations for 2007
acquisitions
|
(0.8 | ) | (2.7 | ) | (3.5 | ) | ||||
Reversal of tax valuation allowance established at date of Fisher
merger
|
(13.6 | ) | (28.3 | ) | (41.9 | ) | ||||
Currency translation
|
(46.3 | ) | (19.1 | ) | (65.4 | ) | ||||
Other
|
(2.8 | ) | (7.5 | ) | (10.3 | ) | ||||
Balance
at December 31, 2008
|
$ | 3,186.4 | $ | 5,491.3 | $ | 8,677.7 |
Note
1.
|
Nature
of Operations and Summary of Significant Accounting Policies
(continued)
|
Note
1.
|
Nature
of Operations and Summary of Significant Accounting Policies
(continued)
|
Note
1.
|
Nature
of Operations and Summary of Significant Accounting Policies
(continued)
|
Note
2.
|
Mergers,
Acquisitions and Dispositions
|
Note
2.
|
Mergers,
Acquisitions and Dispositions
(continued)
|
Note
2.
|
Mergers,
Acquisitions and Dispositions
(continued)
|
Note
2.
|
Mergers,
Acquisitions and Dispositions
(continued)
|
(In
millions)
|
Analytical
Technologies
|
Laboratory
Products
and
Services
|
Total
|
|||||||
Purchase
Price
|
||||||||||
Cash paid including transaction
costs
|
$ | 108.0 | $ | 85.8 | $ | 193.8 | ||||
Debt assumed
|
0.1 | 8.1 | 8.2 | |||||||
Purchase price
payable
|
2.0 | 3.1 | 5.1 | |||||||
Cash acquired
|
(1.5 | ) | (1.9 | ) | (3.4 | ) | ||||
$ | 108.6 | $ | 95.1 | $ | 203.7 | |||||
Allocation
|
||||||||||
Current assets
|
$ | 13.1 | $ | 32.8 | $ | 45.9 | ||||
Property, plant and
equipment
|
3.6 | 15.3 | 18.9 | |||||||
Customer
relationships
|
23.2 | 25.3 | 48.5 | |||||||
Product
technology
|
25.7 | 6.3 | 32.0 | |||||||
Tradenames and
other
|
5.1 | 2.9 | 8.0 | |||||||
Goodwill
|
54.9 | 39.7 | 94.6 | |||||||
Other assets
|
0.3 | 0.1 | 0.4 | |||||||
Liabilities
assumed
|
(17.3 | ) | (27.3 | ) | (44.6 | ) | ||||
$ | 108.6 | $ | 95.1 | $ | 203.7 |
Note
2.
|
Mergers,
Acquisitions and Dispositions
(continued)
|
(In
millions)
|
Qualigens
|
Priority
|
NanoDrop
|
La-Pha-Pack
|
Other
|
Total
|
|||||||||||||
Purchase
Price
|
|||||||||||||||||||
Cash paid
(a)
|
$ | 59.0 | $ | 165.6 | $ | 141.7 | $ | 46.8 | $ | 89.6 | $ | 502.7 | |||||||
Purchase price
payable
|
— | — | 15.4 | 4.2 | 0.6 | 20.2 | |||||||||||||
Cash
acquired
|
— | (1.9 | ) | (1.3 | ) | (1.0 | ) | (2.1 | ) | (6.3 | ) | ||||||||
$ | 59.0 | $ | 163.7 | $ | 155.8 | $ | 50.0 | $ | 88.1 | $ | 516.6 | ||||||||
Allocation
|
|||||||||||||||||||
Current
assets
|
$ | 11.3 | $ | 17.0 | $ | 7.9 | $ | 11.4 | $ | 19.7 | $ | 67.3 | |||||||
Property, plant
and equipment
|
0.1 | 4.5 | 0.2 | 4.1 | 6.0 | 14.9 | |||||||||||||
Customer
relationships
|
24.4 | 44.0 | 33.8 | 33.5 | 26.7 | 162.4 | |||||||||||||
Product
technology
|
— | — | 38.6 | 0.5 | 16.8 | 55.9 | |||||||||||||
Tradenames and
other
|
2.7 | 23.0 | 1.8 | 4.2 | 6.2 | 37.9 | |||||||||||||
Goodwill
|
24.5 | 106.7 | 76.0 | 12.4 | 31.3 | 250.9 | |||||||||||||
Other long-term
assets
|
— | 6.9 | — | 0.1 | — | 7.0 | |||||||||||||
Liabilities
assumed
|
(4.0 | ) | (38.4 | ) | (2.5 | ) | (16.2 | ) | (18.6 | ) | (79.7 | ) | |||||||
$ | 59.0 | $ | 163.7 | $ | 155.8 | $ | 50.0 | $ | 88.1 | $ | 516.6 |
(a)
|
Includes
transaction costs, subsequent payments of contingent consideration and
cash settlements of post-closing
adjustments.
|
Note
2.
|
Mergers,
Acquisitions and Dispositions
(continued)
|
Note
2.
|
Mergers,
Acquisitions and Dispositions
(continued)
|
(In
millions)
|
Cohesive
|
Other
|
Total
|
|||||||
Purchase
Price
|
||||||||||
Cash paid (a)
|
$ | 71.2 | $ | 59.5 | $ | 130.7 | ||||
Cash acquired
|
(0.3 | ) | (1.8 | ) | (2.1 | ) | ||||
$ | 70.9 | $ | 57.7 | $ | 128.6 | |||||
Allocation
|
||||||||||
Current assets
|
$ | 5.6 | $ | 19.7 | $ | 25.3 | ||||
Property, plant and
equipment
|
1.0 | 1.2 | 2.2 | |||||||
Customer
relationships
|
19.0 | 16.4 | 35.4 | |||||||
Product
technology
|
14.6 | 12.4 | 27.0 | |||||||
Tradenames
|
3.4 | — | 3.4 | |||||||
Goodwill
|
32.8 | 42.5 | 75.3 | |||||||
Other assets
|
— | 2.4 | 2.4 | |||||||
Liabilities
assumed
|
(5.5 | ) | (36.9 | ) | (42.4 | ) | ||||
$ | 70.9 | $ | 57.7 | $ | 128.6 |
(a)
|
Includes
transaction costs, subsequent payments of contingent consideration and
cash settlements of post-closing
adjustments.
|
(a)
|
Includes
$121 million pre-tax charge to cost of revenues for the sale of Fisher
inventories revalued at the date of merger, $15 million pre-tax charge for
Fisher’s in-process research and development and $37 million pre-tax
charge for accelerated vesting of stock-based awards resulting from the
change in control occurring at the date of the Fisher
merger.
|
Note
2.
|
Mergers,
Acquisitions and Dispositions
(continued)
|
(In
millions)
|
Severance
|
Abandonment
of
Excess
Facilities
|
Other
|
Total
|
|||||||||
Balance
at December 31, 2005
|
$ | 2.6 | $ | 3.5 | $ | 0.1 | $ | 6.2 | |||||
Reserves
established
|
30.0 | 3.5 | 1.9 | 35.4 | |||||||||
Payments
|
(3.5 | ) | (1.4 | ) | (0.1 | ) | (5.0 | ) | |||||
Decrease
recorded as a reduction in goodwill
|
(1.3 | ) | (0.2 | ) | (0.5 | ) | (2.0 | ) | |||||
Divestiture
of product line
|
— | (0.2 | ) | — | (0.2 | ) | |||||||
Currency
translation
|
0.5 | 0.5 | — | 1.0 | |||||||||
Balance
at December 31, 2006
|
28.3 | 5.7 | 1.4 | 35.4 | |||||||||
Reserves
established
|
10.2 | 4.0 | 0.1 | 14.3 | |||||||||
Payments
|
(34.7 | ) | (1.7 | ) | (1.1 | ) | (37.5 | ) | |||||
Decrease
recorded as a reduction in goodwill
|
(0.4 | ) | (0.6 | ) | — | (1.0 | ) | ||||||
Reserves
reclassified to long-term asset retirement obligations
|
— | (2.0 | ) | — | (2.0 | ) | |||||||
Currency
translation
|
0.2 | 0.1 | — | 0.3 | |||||||||
Balance
at December 31, 2007
|
3.6 | 5.5 | 0.4 | 9.5 | |||||||||
Reserves
established
|
0.1 | 0.4 | 0.2 | 0.7 | |||||||||
Payments
|
(1.0 | ) | (2.7 | ) | (0.1 | ) | (3.8 | ) | |||||
Decrease
recorded as a reduction in goodwill
|
(1.6 | ) | (0.9 | ) | (0.5 | ) | (3.0 | ) | |||||
Currency
translation
|
(0.9 | ) | (0.7 | ) | — | (1.6 | ) | ||||||
Balance
at December 31, 2008
|
$ | 0.2 | $ | 1.6 | $ | — | $ | 1.8 |
Note
2.
|
Mergers,
Acquisitions and Dispositions
(continued)
|
Note
3.
|
Business
Segment and Geographical
Information
|
Note
3.
|
Business
Segment and Geographical Information
(continued)
|
(In
millions)
|
2008
|
2007
|
2006
|
|||||||
Revenues
|
||||||||||
Analytical
Technologies
|
$ | 4,471.2 | $ | 4,181.7 | $ | 2,368.0 | ||||
Laboratory Products and
Services
|
6,453.3 | 5,911.1 | 1,463.9 | |||||||
Eliminations
|
(426.5 | ) | (346.4 | ) | (40.3 | ) | ||||
Consolidated revenues
|
$ | 10,498.0 | $ | 9,746.4 | $ | 3,791.6 | ||||
Operating
Income
|
||||||||||
Analytical Technologies
(a)
|
$ | 957.1 | $ | 825.4 | $ | 370.5 | ||||
Laboratory Products and
Services (a)
|
912.0 | 811.5 | 202.4 | |||||||
Subtotal reportable segments (a)
|
1,869.1 | 1,636.9 | 572.9 | |||||||
Cost of revenues
charges
|
(1.5 | ) | (49.2 | ) | (77.7 | ) | ||||
Restructuring and other costs,
net
|
(35.4 | ) | (42.2 | ) | (45.7 | ) | ||||
Amortization of
acquisition-related intangible assets
|
(602.8 | ) | (571.1 | ) | (170.8 | ) | ||||
Stock-based compensation
acceleration charge
|
— | — | (36.7 | ) | ||||||
Consolidated operating income
|
1,229.4 | 974.4 | 242.0 | |||||||
Other expense, net (b)
|
(79.8 | ) | (93.1 | ) | (32.6 | ) | ||||
Income from continuing operations before provision for income
taxes
|
$ | 1,149.6 | $ | 881.3 | $ | 209.4 | ||||
Total
Assets
|
||||||||||
Analytical
Technologies
|
$ | 7,736.1 | $ | 7,935.9 | $ | 8,402.7 | ||||
Laboratory Products and
Services
|
12,667.2 | 13,124.8 | 12,799.1 | |||||||
Corporate/Other
(c)
|
686.7 | 146.7 | 60.4 | |||||||
Consolidated total assets
|
$ | 21,090.0 | $ | 21,207.4 | $ | 21,262.2 | ||||
Depreciation
|
||||||||||
Analytical
Technologies
|
$ | 87.5 | $ | 82.7 | $ | 35.9 | ||||
Laboratory Products and
Services
|
102.4 | 103.0 | 34.0 | |||||||
Consolidated depreciation
|
$ | 189.9 | $ | 185.7 | $ | 69.9 | ||||
Capital
Expenditures
|
||||||||||
Analytical
Technologies
|
$ | 105.2 | $ | 88.7 | $ | 47.6 | ||||
Laboratory Products and
Services
|
147.4 | 78.7 | 24.4 | |||||||
Corporate/Other
|
11.8 | 8.1 | 4.8 | |||||||
Consolidated capital expenditures
|
$ | 264.4 | $ | 175.5 | $ | 76.8 |
Note
3.
|
Business
Segment and Geographical Information
(continued)
|
(In
millions)
|
2008
|
2007
|
2006
|
|||||||
Revenues
(d)
|
||||||||||
United States
|
$ | 7,165.0 | $ | 6,784.4 | $ | 2,359.0 | ||||
Germany
|
1,134.6 | 974.1 | 641.8 | |||||||
England
|
978.2 | 980.8 | 416.6 | |||||||
Other
|
2,934.3 | 2,478.0 | 1,201.5 | |||||||
Transfers among geographical
areas (e)
|
(1,714.1 | ) | (1,470.9 | ) | (827.3 | ) | ||||
$ | 10,498.0 | $ | 9,746.4 | $ | 3,791.6 | |||||
Long-lived Assets
(f)
|
||||||||||
United States
|
$ | 750.1 | $ | 712.0 | $ | 800.7 | ||||
Germany
|
98.9 | 100.0 | 84.3 | |||||||
England
|
129.3 | 172.7 | 145.3 | |||||||
Other
|
297.0 | 282.7 | 226.4 | |||||||
$ | 1,275.3 | $ | 1,267.4 | $ | 1,256.7 | |||||
Export
Sales Included in United States Revenues Above (g)
|
$ | 611.4 | $ | 477.5 | $ | 304.6 |
(a)
|
Represents
operating income before certain charges to cost of revenues; restructuring
and other costs, net; amortization of acquisition-related intangibles; and
stock-based compensation acceleration
expense.
|
(b)
|
The
company does not allocate other expense, net to its
segments.
|
(c)
|
Total
assets for corporate in 2006 include $32.9 million of assets of
discontinued operations. Corporate assets consist primarily of cash and
cash equivalents, short-term investments and property and equipment at the
company’s corporate office.
|
(d)
|
Revenues
are attributed to countries based on selling
location.
|
(e)
|
Transfers
among geographical areas are accounted for at prices that are
representative of transactions with unaffiliated
parties.
|
(f)
|
Includes
property, plant and equipment, net.
|
(g)
|
In
general, export revenues are denominated in U.S.
dollars.
|
Note
4.
|
Other
Expense, Net
|
(In
millions)
|
2008
|
2007
|
2006
|
|||||||
Interest
Income
|
$ | 51.7 | $ | 46.5 | $ | 16.4 | ||||
Interest
Expense
|
(129.9 | ) | (139.8 | ) | (51.9 | ) | ||||
(Loss)
Gain on Investments, Net
|
(5.6 | ) | (9.0 | ) | 0.7 | |||||
Equity
in Earnings of Unconsolidated Subsidiaries
|
3.4 | 2.6 | 1.8 | |||||||
Other
Items, Net
|
0.6 | 6.6 | 0.4 | |||||||
$ | (79.8 | ) | $ | (93.1 | ) | $ | (32.6 | ) |
Note
4.
|
Other
Expense, Net (continued)
|
Note
5.
|
Employee
Benefit Plans
|
(a)
|
Includes
$33.8 million and $2.9 million of stock option and restricted share
expense, respectively, resulting from the accelerated vesting upon the
change of control that occurred as a result of the Fisher
merger.
|
Note
5.
|
Employee
Benefit Plans (continued)
|
(In
millions)
|
2008
|
2007
|
2006
(a)
|
|||||||
Cost
of Revenues
|
$ | 4.2 | $ | 3.6 | $ | 7.1 | ||||
Selling,
General and Administrative Expenses
|
51.3 | 45.9 | 58.5 | |||||||
Research
and Development Expenses
|
1.6 | 1.6 | 3.8 | |||||||
Total
Stock-based Compensation Expense
|
$ | 57.1 | $ | 51.1 | $ | 69.4 |
(a)
|
Includes
$3.8 million, $30.8 million, and $2.1 million of cost of revenues,
selling, general and administrative and research and development expense
resulting from the accelerated vesting upon the change of control that
occurred as a result of the Fisher
merger.
|
Years
Ended
|
||||||||||
2008
|
2007
|
2006
|
||||||||
Expected
Stock Price Volatility
|
22% | 22% | 26% | |||||||
Risk
Free Interest Rate
|
2.4% | 4.3% | 4.4% | |||||||
Expected
Life of Options (years)
|
4.4 | 4.5 | 4.7 | |||||||
Expected
Annual Dividend per Share
|
$ | — | $ | — | $ | — |
Note
5.
|
Employee
Benefit Plans (continued)
|
Shares
(in
millions)
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Term
(in
years)
|
Aggregate
Intrinsic
Value
(a)
(in
millions)
|
||||||
Outstanding
at December 31, 2005
|
12.1 | $ | 22.65 | ||||||
Granted
|
8.9 | 40.53 | |||||||
Issued in connection with
Fisher merger
|
19.3 | 21.75 | |||||||
Exercised
|
(9.5 | ) | 19.07 | ||||||
Canceled
|
(0.2 | ) | 30.45 | ||||||
Expired
|
(0.1 | ) | 32.67 | ||||||
Outstanding
at December 31, 2006
|
30.5 | 28.30 | |||||||
Granted
|
0.7 | 52.01 | |||||||
Exercised
|
(15.1 | ) | 22.90 | ||||||
Canceled
|
(0.8 | ) | 41.49 | ||||||
Expired
|
— | — | |||||||
Outstanding
at December 31, 2007
|
15.3 | 33.99 | |||||||
Granted
|
4.4 | 55.23 | |||||||
Exercised
|
(3.2 | ) | 26.95 | ||||||
Canceled
|
(0.4 | ) | 48.47 | ||||||
Expired
|
— | — | |||||||
Outstanding
at December 31, 2008
|
16.1 | 40.72 | 4.9 | ||||||
Vested
and Unvested Expected to Vest at December 31, 2008
|
15.7 | 40.47 | 4.9 |
$
38.5
|
|||||
Exercisable
at December 31, 2008
|
9.1 | 33.05 | 4.3 |
$
38.5
|
(a)
|
Market
price per share on December 31, 2008 was
$34.07.
|
Note
5.
|
Employee
Benefit Plans (continued)
|
Note
5.
|
Employee
Benefit Plans (continued)
|
Shares
(in
thousands)
|
Weighted
Average
Grant-Date
Fair
Value
|
|||||
Unvested
at December 31, 2005
|
199 | $ | 27.03 | |||
Granted
|
402 | 42.66 | ||||
Issued in connection
with Fisher merger
|
936 | 38.93 | ||||
Vesting
|
(268 | ) | 29.62 | |||
Unvested
at December 31, 2006
|
1,269 | 40.21 | ||||
Granted
|
62 | 54.97 | ||||
Vesting
|
(477 | ) | 43.34 | |||
Forfeited
|
(63 | ) | 45.07 | |||
Unvested
at December 31, 2007
|
791 | 46.55 | ||||
Granted
|
397 | 55.09 | ||||
Vesting
|
(374 | ) | 44.68 | |||
Forfeited
|
(19 | ) | 51.87 | |||
Unvested
at December 31, 2008
|
795 | 47.80 |
Note
5.
|
Employee
Benefit Plans (continued)
|
Note
5.
|
Employee
Benefit Plans (continued)
|
Domestic
Pension Benefits
|
Non-U.S.
Pension Benefits
|
||||||||||||
(In
millions)
|
2008
|
2007
|
2008
|
2007
|
|||||||||
Change
in Projected Benefit Obligations
|
|||||||||||||
Benefit Obligation at Beginning
of Year
|
$ | 405.5 | $ | 406.8 | $ | 663.3 | $ | 672.1 | |||||
Service costs
|
2.9 | 6.0 | 10.9 | 9.8 | |||||||||
Interest costs
|
22.0 | 22.7 | 32.8 | 31.8 | |||||||||
Curtailment
|
(19.3 | ) | — | — | — | ||||||||
Plan participants’
contribution
|
— | — | 3.0 | 2.4 | |||||||||
Actuarial (gains) losses
|
23.3 | 2.0 | (73.3 | ) | (51.0 | ) | |||||||
Benefits paid
|
(25.9 | ) | (26.0 | ) | (21.7 | ) | (19.9 | ) | |||||
Currency translation and other
|
— | (6.0 | ) | (103.3 | ) | 18.1 | |||||||
Benefit Obligation at End of
Year
|
$ | 408.5 | $ | 405.5 | $ | 511.7 | $ | 663.3 | |||||
Change
in Fair Value of Plan Assets
|
|||||||||||||
Fair Value of Plan Assets at
Beginning of Year
|
$ | 417.1 | $ | 411.8 | $ | 525.9 | $ | 496.0 | |||||
Actual return on plan assets
|
(99.4 | ) | 28.0 | (64.4 | ) | 28.2 | |||||||
Employer contribution
|
0.2 | 8.9 | 17.5 | 15.4 | |||||||||
Plan participants’ contributions
|
— | — | 3.0 | 2.4 | |||||||||
Benefits
paid
|
(25.9 | ) | (26.0 | ) | (21.7 | ) | (19.9 | ) | |||||
Currency translation and other
|
— | (5.6 | ) | (91.4 | ) | 3.8 | |||||||
Fair Value of Plan Assets at
End of Year
|
$ | 292.0 | $ | 417.1 | $ | 368.9 | $ | 525.9 | |||||
Funded
Status
|
$ | (116.5 | ) | $ | 11.6 | $ | (142.8 | ) | $ | (137.4 | ) | ||
Accumulated
Benefit Obligation
|
$ | 405.5 | $ | 378.5 | $ | 483.4 | $ | 630.5 | |||||
Amounts
Recognized in Balance Sheet
|
|||||||||||||
Non-current asset
|
$ | — | $ | 23.3 | $ | 1.2 | $ | 1.4 | |||||
Current liability
|
— | — | (4.0 | ) | (4.5 | ) | |||||||
Non-current liability
|
(116.5 | ) | (11.7 | ) | (140.0 | ) | (134.3 | ) | |||||
Net amount recognized
|
$ | (116.5 | ) | $ | 11.6 | $ | (142.8 | ) | $ | (137.4 | ) |
Note
5.
|
Employee
Benefit Plans (continued)
|
Domestic
Pension Benefits
|
Non-U.S.
Pension Benefits
|
||||||||||||
(In
millions)
|
2008
|
2007
|
2008
|
2007
|
|||||||||
Amounts
Recognized in Accumulated Other Comprehensive (Income)
Loss
|
|||||||||||||
Net actuarial (gain) loss
|
$ | 146.9 | $ | (6.9 | ) | $ | 31.3 | $ | 19.4 | ||||
Prior service costs
|
— | — | (0.5 | ) | — | ||||||||
Net amount recognized
|
$ | 146.9 | $ | (6.9 | ) | $ | 30.8 | $ | 19.4 |
Domestic
Pension Benefits
|
Non-U.S.
Pension Benefits
|
||||||||
2008
|
2007
|
2008
|
2007
|
||||||
Weighted
Average Assumptions Used to Determine Projected Benefit
Obligations
|
|||||||||
Discount rate
|
5.25% | 5.75% | 5.43% | 5.20% | |||||
Average rate of increase in employee compensation
|
4.00% | 4.04% | 3.29% | 3.60% |
Domestic
Pension Benefits
|
Non-U.S.
Pension Benefits
|
||||||||||||
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
||||||||
Weighted
Average Assumptions Used to Determine the
Net
Benefit Cost (Income)
|
|||||||||||||
Discount rate
|
5.75% | 5.77% | 5.50% | 5.20% | 4.65% | 4.54% | |||||||
Averege rate of increase in employee
compensation
|
4.04% | 4.04% | 4.03% | 3.60% | 3.44% | 3.39% | |||||||
Expected long-term rate of return on assets
|
7.75% | 7.78% | 7.81% | 6.08% | 5.60% | 5.80% |
Note
5.
|
Employee
Benefit Plans (continued)
|
SERP
Benefits
|
Postretirement
Benefits
|
||||||||||||
(In
millions)
|
2008
|
2007
|
2008
|
2007
|
|||||||||
Change
in Benefit Obligations
|
|||||||||||||
Benefit Obligation at Beginning of Year
|
$ | 11.5 | $ | 36.9 | $ | 32.9 | $ | 28.9 | |||||
Business combination
|
— | — | — | 3.2 | |||||||||
Service costs
|
— | 0.1 | 0.8 | 1.0 | |||||||||
Interest costs
|
0.6 | 1.8 | 1.8 | 1.8 | |||||||||
Plan participants’ contribution
|
— | — | 1.4 | 1.0 | |||||||||
Actuarial (gains) losses
|
1.3 | (0.4 | ) | (0.7 | ) | (1.0 | ) | ||||||
Benefits paid
|
(1.3 | ) | (27.4 | ) | (3.1 | ) | (3.5 | ) | |||||
Currency translation and other
|
0.2 | 0.5 | (1.7 | ) | 1.5 | ||||||||
Benefit Obligation at End of Year
|
$ | 12.3 | $ | 11.5 | $ | 31.4 | $ | 32.9 | |||||
Change
in Fair Value of Plan Assets
|
|||||||||||||
Fair Value of Plan Assets at Beginning of Year
|
$ | — | $ | — | $ | — | $ | — | |||||
Employer contribution
|
1.3 | 27.4 | 1.7 | 2.5 | |||||||||
Plan participants’ contributions
|
— | — | 1.4 | 1.0 | |||||||||
Benefits paid
|
(1.3 | ) | (27.4 | ) | (3.1 | ) | (3.5 | ) | |||||
Fair Value of Plan Assets at End of Year
|
$ | — | $ | — | $ | — | $ | — | |||||
Funded
Status
|
$ | (12.3 | ) | $ | (11.5 | ) | $ | (31.4 | ) | $ | (32.9 | ) | |
Accumulated
Benefit Obligation
|
$ | 12.3 | $ | 11.5 | |||||||||
Amounts
Recognized in Balance Sheet
|
|||||||||||||
Current liability
|
$ | (0.5 | ) | $ | (1.2 | ) | $ | (2.3 | ) | $ | (2.2 | ) | |
Non-current liability
|
(11.8 | ) | (10.3 | ) | (29.1 | ) | (30.7 | ) | |||||
Net amount recognized
|
$ | (12.3 | ) | $ | (11.5 | ) | $ | (31.4 | ) | $ | (32.9 | ) | |
Amounts
Recognized in Accumulated Other Comprehensive Income
|
|||||||||||||
Net actuarial (gain) loss
|
$ | 0.6 | $ | (0.2 | ) | $ | (2.0 | ) | $ | (1.6 | ) | ||
Prior service costs
|
— | — | (0.9 | ) | — | ||||||||
Net amount recognized
|
$ | 0.6 | $ | (0.2 | ) | $ | (2.9 | ) | $ | (1.6 | ) | ||
Weighted
Average Assumptions Used to Determine Benefit Obligations
|
|||||||||||||
Discount rate
|
5.25% | 5.75% | 5.73% | 5.66% | |||||||||
Average rate of increase in employee compensation
|
4.00% | 4.00% | — | — | |||||||||
Initial
healthcare cost trend rate
|
9.37% | 9.66% | |||||||||||
Ultimate
healthcare cost trend rate
|
5.72% | 5.41% |
Note
5.
|
Employee
Benefit Plans (continued)
|
SERP
Benefits
|
Postretirement
Benefits
|
||||||||||||
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
||||||||
Weighted
Average Assumptions Used to
Determine
the Net Benefit Cost (Income)
|
|||||||||||||
Discount rate
|
5.75% | 5.75% | 5.50% | 5.66% | 5.62% | 5.44% | |||||||
Average rate of increase in employee
compensation
|
4.00% | 4.00% | 4.00% | — | — | — |
(In
millions)
|
Domestic
Pension
Benefits
|
Non-U.S.
Pension
Benefits
|
Post-
retirement
Benefits
|
|||||||
Net
actuarial loss (gain)
|
$ | 0.2 | $ | 1.5 | $ | (0.1 | ) | |||
Net
prior service costs (credit)
|
— | — | (0.1 | ) | ||||||
$ | 0.2 | $ | 1.5 | $ | (0.2 | ) |
Note
5.
|
Employee
Benefit Plans (continued)
|
Pension
Plans
|
|||||||
(In
millions)
|
2008
|
2007
|
|||||
Pension
Plans with Projected Benefit Obligations in Excess of Plan
Assets
|
|||||||
Projected benefit obligation
|
$ | 930.2 | $ | 717.3 | |||
Fair value of plan assets
|
657.3 | 555.3 |
Pension
Plans
|
|||||||
(In
millions)
|
2008
|
2007
|
|||||
Pension
Plans with Accumulated Benefit Obligations in Excess of Plan
Assets
|
|||||||
Accumulated benefit obligation
|
$ | 890.5 | $ | 523.8 | |||
Fair value of plan assets
|
648.5 | 396.6 |
Domestic
Pension Benefits
|
Non-U.S.
Pension Benefits
|
||||||||||||||||||
(In
millions)
|
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
|||||||||||||
Components
of Net Periodic Benefit Cost (income)
|
|||||||||||||||||||
Service cost-benefits earned
|
$ | 2.9 | $ | 6.0 | $ | 1.8 | $ | 10.9 | $ | 9.8 | $ | 5.5 | |||||||
Interest cost on benefit obligation
|
22.0 | 22.7 | 4.7 | 32.8 | 31.8 | 15.8 | |||||||||||||
Expected return on plan assets
|
(31.1 | ) | (30.8 | ) | (6.1 | ) | (30.4 | ) | (28.4 | ) | (13.3 | ) | |||||||
Recognized actuarial net loss
|
— | 0.4 | 0.5 | 1.4 | 3.1 | 3.3 | |||||||||||||
Amortization of prior service benefit
|
— | — | — | 0.1 | 0.1 | 2.6 | |||||||||||||
Settlement/curtailment (gain) loss
|
(19.3 | ) | (0.9 | ) | — | — | 0.1 | — | |||||||||||
Special termination benefit recognized
|
— | 0.1 | — | 0.1 | 0.3 | — | |||||||||||||
Net periodic benefit cost (income)
|
$ | (25.5 | ) | $ | (2.5 | ) | $ | 0.9 | $ | 14.9 | $ | 16.8 | $ | 13.9 |
Note
5.
|
Employee
Benefit Plans (continued)
|
SERP
Benefits
|
Postretirement
Benefits
|
||||||||||||||||||
(In
millions)
|
2008
|
2007
|
2006
|
2008
|
2007
|
2006
|
|||||||||||||
Components
of Net Periodic Benefit Cost (income)
|
|||||||||||||||||||
Service cost-benefits earned
|
$ | — | $ | 0.1 | $ | 0.1 | $ | 0.8 | $ | 1.0 | $ | 0.1 | |||||||
Interest cost on benefit obligation
|
0.6 | 1.8 | 0.4 | 1.8 | 1.8 | 0.2 | |||||||||||||
Amortization of prior service benefit
|
— | — | — | (0.1 | ) | — | — | ||||||||||||
Settlement/curtailment gain
|
— | (0.2 | ) | — | — | — | — | ||||||||||||
Special termination benefit recognized
|
0.2 | — | — | — | — | — | |||||||||||||
Net periodic benefit cost
|
$ | 0.8 | $ | 1.7 | $ | 0.5 | $ | 2.5 | $ | 2.8 | $ | 0.3 |
(In
millions)
|
Domestic
Pension
Benefits
|
Non-U.S.
Pension
Benefits
|
SERP
Benefits
|
Post-
retirement
Benefits
|
|||||||||
2009
|
$ | 21.0 | $ | 18.5 | $ | 1.0 | $ | 2.2 | |||||
2010
|
21.3 | 19.5 | 0.5 | 2.2 | |||||||||
2011
|
22.4 | 20.0 | 0.5 | 2.2 | |||||||||
2012
|
23.2 | 21.4 | 0.5 | 2.1 | |||||||||
2013
|
23.8 | 29.4 | 0.5 | 2.2 | |||||||||
2014-2018
|
132.8 | 123.6 | 8.0 | 10.3 |
2008
|
2007
|
||||
Equity
Securities
|
46% | 50% | |||
Debt
Securities
|
36% | 34% | |||
Real
Estate
|
2% | 3% | |||
Cash
and Other
|
16% | 13% | |||
100% | 100% |
Note
5.
|
Employee
Benefit Plans (continued)
|
(In
millions)
|
Increase
|
Decrease
|
|||||
One
Percentage Point
|
|||||||
Effect on total of service and interest cost components
|
$ | 0.5 | $ | (0.4 | ) | ||
Effect on postretirement healthcare benefit obligation
|
3.1 | (2.5 | ) |
Note
6.
|
Income
Taxes
|
(In
millions)
|
2008
|
2007
|
2006
|
|||||||
U.S.
|
$ | 726.3 | $ | 660.5 | $ | 23.4 | ||||
Non-U.S.
|
423.3 | 220.8 | 186.0 | |||||||
$ | 1,149.6 | $ | 881.3 | $ | 209.4 |
(In
millions)
|
2008
|
2007
|
2006
|
|||||||
Income
Tax Provision
|
||||||||||
Federal
|
$ | 185.0 | $ | 57.0 | $ | 45.0 | ||||
Non-U.S.
|
81.7 | 90.9 | 77.8 | |||||||
State
|
36.7 | 24.5 | 4.4 | |||||||
303.4 | 172.4 | 127.2 | ||||||||
Deferred
Income Tax Provision (Benefit)
|
||||||||||
Federal
|
(52.7 | ) | 75.0 | (43.8 | ) | |||||
Non-U.S.
|
(63.1 | ) | (134.0 | ) | (29.5 | ) | ||||
State
|
(26.7 | ) | (11.7 | ) | (10.8 | ) | ||||
(142.5 | ) | (70.7 | ) | (84.1 | ) | |||||
$ | 160.9 | $ | 101.7 | $ | 43.1 |
Note
6.
|
Income
Taxes (continued)
|
(In
millions)
|
2008
|
2007
|
2006
|
|||||||
Continuing
Operations
|
$ | 160.9 | $ | 101.7 | $ | 43.1 | ||||
Discontinued
Operations
|
3.5 | 4.2 | 1.3 | |||||||
$ | 164.4 | $ | 105.9 | $ | 44.4 |
(In
millions)
|
2008
|
2007
|
2006
|
|||||||
Provision
for Income Taxes at Statutory Rate
|
$ | 402.4 | $ | 308.5 | $ | 73.3 | ||||
Increases
(Decreases) Resulting From:
|
||||||||||
Foreign rate
differential
|
(165.6 | ) | (148.6 | ) | (30.7 | ) | ||||
Change in tax laws and
apportionment
|
(27.9 | ) | (31.6 | ) | — | |||||
Income tax
credits
|
(54.2 | ) | (33.2 | ) | (5.9 | ) | ||||
Extraterritorial income
exclusion
|
— | — | (4.9 | ) | ||||||
Manufacturing
deduction
|
(17.5 | ) | (15.3 | ) | (2.5 | ) | ||||
Basis difference of businesses
sold or terminated
|
— | — | 2.4 | |||||||
State income taxes, net of
federal tax
|
11.8 | 10.0 | (4.7 | ) | ||||||
Nondeductible
expenses
|
6.1 | 6.4 | 13.9 | |||||||
FIN 48 reserves,
net
|
6.5 | 3.2 | — | |||||||
Tax return reassessments and
settlements
|
(1.2 | ) | — | 2.0 | ||||||
Other, net
|
0.5 | 2.3 | 0.2 | |||||||
$ | 160.9 | $ | 101.7 | $ | 43.1 |
Note
6.
|
Income
Taxes (continued)
|
(In
millions)
|
2008
|
2007
|
|||||
Deferred
Tax Asset (Liability)
|
|||||||
Depreciation and
amortization
|
$ | (2,293.3 | ) | $ | (2,549.2 | ) | |
Net operating loss and credit
carryforwards
|
380.7 | 433.2 | |||||
Reserves and
accruals
|
128.0 | 146.5 | |||||
Accrued
compensation
|
158.1 | 101.2 | |||||
Inventory basis
difference
|
29.6 | 34.7 | |||||
Available-for-sale
investments
|
5.6 | 5.6 | |||||
Other, net
|
13.6 | 15.0 | |||||
(1,577.7 | ) | (1,813.0 | ) | ||||
Less: Valuation
allowance
|
161.4 | 197.0 | |||||
$ | (1,739.1 | ) | $ | (2,010.0 | ) |
Note
6.
|
Income
Taxes (continued)
|
(In
millions)
|
2008
|
2007
|
|||||
Balance
at beginning of year
|
$ | 73.9 | $ | 82.4 | |||
Additions
for tax positions of current year
|
6.5 | 3.5 | |||||
Closure
of tax years
|
(3.0 | ) | (12.0 | ) | |||
Settlements
|
(7.0 | ) | — | ||||
Balance
at end of year
|
$ | 70.4 | $ | 73.9 |
Note
7.
|
Earnings
per Share
|
(In
millions except per share amounts)
|
2008
|
2007
|
2006
|
|||||||
Income
from Continuing Operations
|
$ | 988.7 | $ | 779.6 | $ | 166.3 | ||||
Income
from Discontinued Operations
|
— | — | 0.5 | |||||||
(Loss)
Gain on Disposal of Discontinued Operations, Net
|
5.5 | (18.5 | ) | 2.1 | ||||||
Net
Income for Basic Earnings per Share
|
994.2 | 761.1 | 168.9 | |||||||
Effect
of Convertible Debentures
|
— | — | 1.6 | |||||||
Income
Available to Common Shareholders, as Adjusted for Diluted Earnings per
Share
|
$ | 994.2 | $ | 761.1 | $ | 170.5 | ||||
Basic
Weighted Average Shares
|
418.2 | 421.5 | 196.1 | |||||||
Effect
of:
|
||||||||||
Convertible debentures
|
13.3 | 13.8 | 3.2 | |||||||
Stock options, restricted stock awards and warrants
|
3.3 | 8.4 | 4.4 | |||||||
Diluted
Weighted Average Shares
|
434.8 | 443.7 | 203.7 | |||||||
Basic
Earnings per Share:
|
||||||||||
Continuing operations
|
$ | 2.36 | $ | 1.85 | $ | .85 | ||||
Discontinued operations
|
.01 | (.04 | ) | .01 | ||||||
$ | 2.38 | $ | 1.81 | $ | .86 | |||||
Diluted
Earnings per Share:
|
||||||||||
Continuing operations
|
$ | 2.27 | $ | 1.76 | $ | .82 | ||||
Discontinued operations
|
.01 | (.04 | ) | .01 | ||||||
$ | 2.29 | $ | 1.72 | $ | .84 |
Note
7.
|
Earnings
per Share (continued)
|
2.50%
Senior
Convertible
Notes
|
Floating
Rate
Senior
Convertible
Debentures
|
3.25%
Senior
Convertible
Subordinated
Notes
|
||||||||
Principal
Outstanding (In millions)
|
$ | 295.4 | $ | 344.4 | $ | 329.3 | ||||
Conversion
Price Per Share
|
23.73 | 29.55 | 40.20 | |||||||
Trigger
Price
|
28.48 | 38.41 | 48.24 |
(Shares
amounts in millions)
|
Total
Potential Shares
|
|||||||||
Future
Common Stock Price
|
2.50%
Senior
Convertible
Notes
|
Floating
Rate
Senior
Convertible
Debentures
|
3.25%
Senior
Convertible
Subordinated
Notes
|
Potential
Share
Increase
|
||||||
$ |
23.73
|
— | — | — | — | |||||
$ |
24.73
|
0.5 | — | — | 0.5 | |||||
$ |
29.55
|
2.5 | — | — | 2.5 | |||||
$ |
30.55
|
2.8 | 0.4 | — | 3.2 | |||||
$ |
40.20
|
5.2 | 3.1 | — | 8.3 | |||||
$ |
41.20
|
5.4 | 3.3 | 0.2 | 8.9 | |||||
$ |
50.00
|
6.6 | 4.8 | 1.6 | 13.0 | |||||
$ |
55.00
|
7.2 | 5.4 | 2.2 | 14.8 | |||||
$ |
60.00
|
7.7 | 5.9 | 2.7 | 16.3 | |||||
$ |
65.00
|
8.0 | 6.4 | 3.1 | 17.5 | |||||
$ |
70.00
|
8.4 | 6.7 | 3.5 | 18.6 |
Note
8.
|
Comprehensive
Income
|
Note
8.
|
Comprehensive
Income (continued)
|
(In
millions)
|
2008
|
2007
|
|||||
Cumulative
Translation Adjustment
|
$ | (37.1 | ) | $ | 394.5 | ||
Net
Unrealized Gain on Available-for-sale Investments (net of tax provision of
$0.4 in 2008 and $0.6 in 2007)
|
0.2 | 1.5 | |||||
Net
Unrealized Losses on Hedging Instruments (net of tax benefit of $0.7 in
2008 and $0.9 in 2007)
|
(1.2 | ) | (1.4 | ) | |||
Pension
and Other Postretirement Benefit Liability Adjustments (net of tax benefit
of $67.7 in 2008 and $4.1 in 2007)
|
(107.7 | ) | (6.2 | ) | |||
$ | (145.8 | ) | $ | 388.4 |
Note
9.
|
Debt
and Other Financing Arrangements
|
(In
millions)
|
2008
|
2007
|
|||||
2.50%
Senior Convertible Notes, Due 2023 Convertible at $23.73 per
Share
|
$ | 295.4 | $ | 300.0 | |||
Floating
Rate Senior Convertible Debentures, Due 2033 Convertible at $29.55 per
Share
|
344.4 | 344.4 | |||||
3.25%
Senior Subordinated Convertible Notes, Due 2024 Convertible at $40.20 per
Share
|
329.3 | 329.3 | |||||
5%
Senior Notes, Due 2015
|
250.0 | 250.0 | |||||
7
5/8% Senior Notes, Due 2008
|
— | 130.3 | |||||
6
3/4% Senior Subordinated Notes, Due 2014
|
306.3 | 307.3 | |||||
6
1/8% Senior Subordinated Notes, Due 2015
|
500.0 | 500.0 | |||||
Other
|
32.9 | 33.9 | |||||
2,058.3 | 2,195.2 | ||||||
Less:
Short-term Obligations and Current Maturities
|
14.8 | 149.3 | |||||
$ | 2,043.5 | $ | 2,045.9 |
(In
millions)
|
2008
|
|||
2009
|
$ | 14.8 | ||
2010
|
2.5 | |||
2011
|
2.7 | |||
2012
|
1.9 | |||
2013
|
0.9 | |||
2014
and thereafter
|
2,035.5 | |||
$ | 2,058.3 |
Note
9.
|
Debt
and Other Financing Arrangements
(continued)
|
Note
9.
|
Debt
and Other Financing Arrangements
(continued)
|
Note
9.
|
Debt
and Other Financing Arrangements
(continued)
|
Note
10.
|
Commitments
and Contingencies
|
(In
millions)
|
Operating
Leases
|
|||
2009
|
$ | 92.1 | ||
2010
|
72.5 | |||
2011
|
53.5 | |||
2012
|
39.7 | |||
2013
|
28.8 | |||
Thereafter
|
69.7 | |||
Future
Minimum Lease Payments
|
$ | 356.3 |
Note
10.
|
Commitments
and Contingencies (continued)
|
Note
10.
|
Commitments
and Contingencies (continued)
|
Note
10.
|
Commitments
and Contingencies (continued)
|
Note
11.
|
Common
and Preferred Stock
|
Note
12.
|
Fair
Value Measurements and Fair Value of Financial
Instruments
|
Note
12.
|
Fair
Value Measurements and Fair Value of Financial Instruments
(continued)
|
Description
|
December
31,
2008
|
Quoted
Prices
in
Active
Markets
(Level
1)
|
Significant
Other
Observable
Inputs
(Level
2)
|
Significant
Unobservable
Inputs
(Level
3)
|
|||||||||
Assets
|
|||||||||||||
Cash equivalents
|
$ | 560.8 | $ | 560.8 | $ | — | $ | — | |||||
Investments in mutual funds, unit trusts and other similar
instruments
|
24.0 | 24.0 | — | — | |||||||||
Cash surrender value of life insurance
|
21.3 | — | 21.3 | — | |||||||||
Auction rate securities
|
5.7 | — | — | 5.7 | |||||||||
Marketable equity securities
|
1.0 | 1.0 | — | — | |||||||||
Forward currency-exchange contracts
|
3.3 | — | 3.3 | — | |||||||||
Total Assets
|
$ | 616.1 | $ | 585.8 | $ | 24.6 | $ | 5.7 | |||||
Liabilities
|
|||||||||||||
Forward currency-exchange contracts
|
$ | 4.0 | $ | — | $ | 4.0 | $ | — | |||||
Total Liabilities
|
$ | 4.0 | $ | — | $ | 4.0 | $ | — |
Note
12.
|
Fair
Value Measurements and Fair Value of Financial Instruments
(continued)
|
(In
millions)
|
Market
Value
|
Cost
Basis
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair
Value of
Investments
With
Unrealized
Losses
|
|||||||||||
2008
|
||||||||||||||||
Marketable
Equity Securities
|
$ | 1.0 | $ | 1.0 | $ | — | $ | — | $ | — | ||||||
Mutual
Fund and Unit Trust Investments
|
23.2 | 21.4 | 1.8 | — | — | |||||||||||
Auction
Rate Securities
|
5.7 | 6.6 | — | 0.9 | 5.4 | |||||||||||
$ | 29.9 | $ | 29.0 | $ | 1.8 | $ | 0.9 | $ | 5.4 | |||||||
2007
|
||||||||||||||||
Marketable
Equity Securities
|
$ | 3.2 | $ | 2.7 | $ | 0.5 | $ | — | $ | — | ||||||
Mutual
Fund and Unit Trust Investments
|
30.8 | 29.1 | 1.9 | 0.2 | 7.6 | |||||||||||
Auction
Rate Securities
|
8.9 | 8.9 | — | — | — | |||||||||||
$ | 42.9 | $ | 40.7 | $ | 2.4 | $ | 0.2 | $ | 7.6 |
(In
millions)
|
Total
|
|||
Balance
at December 31, 2007
|
$ | 8.9 | ||
Total
impairment losses included in earnings
|
(2.3 | ) | ||
Total
unrealized losses included in other comprehensive income
|
(0.9 | ) | ||
Balance
at December 31, 2008
|
$ | 5.7 |
Note
12.
|
Fair
Value Measurements and Fair Value of Financial Instruments
(continued)
|
2008
|
2007
|
||||||||||||
(In
millions)
|
Carrying
Amount
|
Fair
Value
|
Carrying
Amount
|
Fair
Value
|
|||||||||
Notes
Receivable
|
$ | 2.7 | $ | 2.7 | $ | 2.6 | $ | 2.6 | |||||
Long-term
Obligations:
|
|||||||||||||
Convertible obligations
|
$ | 969.1 | $ | 1,227.7 | $ | 973.7 | $ | 1,944.3 | |||||
Senior notes
|
250.0 | 209.3 | 250.0 | 238.3 | |||||||||
Senior subordinated notes
|
806.3 | 675.9 | 807.3 | 806.6 | |||||||||
Other
|
18.1 | 18.1 | 14.9 | 14.9 | |||||||||
$ | 2,043.5 | $ | 2,131.0 | $ | 2,045.9 | $ | 3,004.1 |
Note
13.
|
Supplemental
Cash Flow Information
|
(In
millions)
|
2008
|
2007
|
2006
|
|||||||
Cash
Paid For:
|
||||||||||
Interest
|
$ | 129.5 | $ | 135.9 | $ | 42.6 | ||||
Income taxes
|
$ | 292.1 | $ | 124.7 | $ | 124.6 | ||||
Non-cash
Activities
|
||||||||||
Fair value of assets of
acquired businesses and product lines
|
$ | 265.7 | $ | 543.9 | $ | 16,992.3 | ||||
Cash acquired in Fisher merger,
net of transaction costs
|
— | — | 359.9 | |||||||
Cash paid for acquired
businesses and product lines
|
(204.9 | ) | (498.7 | ) | (134.1 | ) | ||||
Fair value of common stock
issued
|
— | — | (9,777.8 | ) | ||||||
Fair value of options and
warrants
|
— | — | (502.3 | ) | ||||||
Fair value of convertible debt
allocable to equity
|
— | — | (546.8 | ) | ||||||
Liabilities assumed of acquired businesses and product
lines
|
$ | 60.8 | $ | 45.2 | $ | 6,391.2 | ||||
Conversion of convertible
debt
|
$ | 2.8 | $ | 0.4 | $ | 69.7 | ||||
Issuance of restricted
stock
|
$ | 21.9 | $ | 3.4 | $ | 18.8 | ||||
Issuance of stock upon vesting
of restricted stock units
|
$ | 20.1 | $ | 22.0 | $ | — |
Note
14.
|
Restructuring
and Other Costs, Net
|
(In
millions)
|
Analytical
Technologies
|
Laboratory
Products
and
Services
|
Corporate
|
Total
|
|||||||||
Cost
of Revenues
|
$ | 0.7 | $ | 0.8 | $ | — | $ | 1.5 | |||||
Restructuring
and Other Costs, Net
|
41.6 | 8.9 | (15.1 | ) | 35.4 | ||||||||
$ | 42.3 | $ | 9.7 | $ | (15.1 | ) | $ | 36.9 |
Note
14.
|
Restructuring
and Other Costs, Net (continued)
|
(In
millions)
|
Analytical
Technologies
|
Laboratory
Products
and
Services
|
Corporate
|
Total
|
|||||||||
Cost
of Revenues
|
$ | 41.0 | $ | 8.2 | $ | — | $ | 49.2 | |||||
Restructuring
and Other Costs, Net
|
19.7 | 15.2 | 7.3 | 42.2 | |||||||||
$ | 60.7 | $ | 23.4 | $ | 7.3 | $ | 91.4 |
Note
14.
|
Restructuring
and Other Costs, Net (continued)
|
(In
millions)
|
Analytical
Technologies
|
Laboratory
Products
and
Services
|
Corporate
|
Total
|
|||||||||
Cost
of Revenues
|
$ | 43.2 | $ | 34.4 | $ | — | $ | 77.6 | |||||
Restructuring
and Other Costs, Net
|
30.3 | 7.1 | 8.3 | 45.7 | |||||||||
$ | 73.5 | $ | 41.5 | $ | 8.3 | $ | 123.3 |
Note
14.
|
Restructuring
and Other Costs, Net (continued)
|
(In
millions)
|
Severance
|
Employee
Retention
(a)
|
Abandonment
of
Excess
Facilities
|
Other
|
Total
|
|||||||||||
Pre-2007
Restructuring Plans
|
||||||||||||||||
Balance at December 31, 2005
|
$ | 7.4 | $ | 0.3 | $ | 9.3 | $ | 0.9 | $ | 17.9 | ||||||
Costs incurred in 2006 (c)
|
13.2 | 1.3 | 8.1 | 9.1 | 31.7 | |||||||||||
Reserves reversed (b)
|
(0.6 | ) | — | (0.9 | ) | — | (1.5 | ) | ||||||||
Payments
|
(15.3 | ) | (0.6 | ) | (4.9 | ) | (9.4 | ) | (30.2 | ) | ||||||
Currency translation
|
1.1 | 0.1 | 0.5 | — | 1.7 | |||||||||||
Balance at December 31, 2006
|
5.8 | 1.1 | 12.1 | 0.6 | 19.6 | |||||||||||
Costs incurred in 2007 (d)
|
3.1 | 3.2 | 2.2 | 1.9 | 10.4 | |||||||||||
Reserves reversed (b)
|
(1.9 | ) | — | (0.2 | ) | — | (2.1 | ) | ||||||||
Payments
|
(5.5 | ) | (4.3 | ) | (10.7 | ) | (1.9 | ) | (22.4 | ) | ||||||
Currency translation
|
0.3 | — | 0.2 | — | 0.5 | |||||||||||
Balance at December 31, 2007
|
1.8 | — | 3.6 | 0.6 | 6.0 | |||||||||||
Costs incurred in 2008 (e)
|
1.0 | — | 3.1 | 0.3 | 4.4 | |||||||||||
Reserves reversed (b)
|
(0.2 | ) | — | — | (0.5 | ) | (0.7 | ) | ||||||||
Payments
|
(1.9 | ) | — | (2.5 | ) | (0.3 | ) | (4.7 | ) | |||||||
Currency translation
|
0.1 | — | (0.8 | ) | — | (0.7 | ) | |||||||||
Balance at December 31, 2008
|
$ | 0.8 | $ | — | $ | 3.4 | $ | 0.1 | $ | 4.3 |
Note
14.
|
Restructuring
and Other Costs, Net (continued)
|
(In
millions)
|
Severance
|
Employee
Retention
(a)
|
Abandonment
of
Excess
Facilities
|
Other
|
Total
|
|||||||||||
2007
Restructuring Plans
|
||||||||||||||||
Costs incurred in 2007 (d)
|
$ | 16.7 | $ | 2.3 | $ | 1.5 | $ | 10.8 | $ | 31.3 | ||||||
Payments
|
(7.5 | ) | (0.8 | ) | (0.4 | ) | (9.3 | ) | (18.0 | ) | ||||||
Currency translation
|
— | — | — | 0.1 | 0.1 | |||||||||||
Balance at December 31, 2007
|
9.2 | 1.5 | 1.1 | 1.6 | 13.4 | |||||||||||
Costs incurred in 2008 (e)
|
3.5 | 1.5 | 2.6 | 1.5 | 9.1 | |||||||||||
Reserves reversed (b)
|
(0.4 | ) | (0.6 | ) | (0.9 | ) | — | (1.9 | ) | |||||||
Payments
|
(7.5 | ) | (1.6 | ) | (2.6 | ) | (2.5 | ) | (14.2 | ) | ||||||
Currency translation
|
(0.2 | ) | — | 0.8 | — | 0.6 | ||||||||||
Balance at December 31, 2008
|
$ | 4.6 | $ | 0.8 | $ | 1.0 | $ | 0.6 | $ | 7.0 | ||||||
2008
Restructuring Plans
|
||||||||||||||||
Costs incurred in 2008 (e)
|
$ | 20.9 | $ | 0.6 | $ | 3.2 | $ | 1.9 | $ | 26.6 | ||||||
Payments
|
(13.8 | ) | (0.2 | ) | (1.2 | ) | (1.5 | ) | (16.7 | ) | ||||||
Currency translation
|
(0.1 | ) | — | (0.2 | ) | (0.1 | ) | (0.4 | ) | |||||||
Balance at December 31, 2008
|
$ | 7.0 | $ | 0.4 | $ | 1.8 | $ | 0.3 | $ | 9.5 |
(a)
|
Employee-retention
costs are accrued ratably over the period through which employees must
work to qualify for a payment.
|
(b)
|
Represents
reductions in cost of plans.
|
(c)
|
Excludes
non-cash charges, net, of $17.4 million and net gains from the sale of
abandoned assets of $1.9 million.
|
(d)
|
Excludes
non-cash charges, net, of $1.9 million and a loss of $1.7 million from the
sale of a business. Also excludes a net gain of $1.0 million from pension
plan curtailments.
|
(e)
|
Excludes
non-cash items, including a $19.2 million gain on the curtailment of part
of a pension plan in the U.S., a $7.0 million charge for the impairment of
intangible assets, a $5.0 million loss from a litigation-related matter, a
$2.7 million net loss on the sale of businesses, a $2.6 million charge for
in-process research and development at an acquired business, and other
items as described in the discussion of restructuring actions by
segment.
|
Note
15.
|
Discontinued
Operations
|
Note
16.
|
Unaudited
Quarterly Information
|
2008
|
|||||||||||||
(In
millions except per share amounts)
|
First
(a)
|
Second
(b)
|
Third
(c)
|
Fourth
(d)
|
|||||||||
Revenues
|
$ | 2,554.0 | $ | 2,709.6 | $ | 2,588.1 | $ | 2,646.3 | |||||
Gross
Profit
|
1,018.4 | 1,088.1 | 1,032.8 | 1,066.9 | |||||||||
Income
from Continuing Operations
|
233.4 | 246.3 | 218.3 | 290.7 | |||||||||
Net
Income
|
233.0 | 249.5 | 221.5 | 290.2 | |||||||||
Earnings
per Share from Continuing Operations:
|
|||||||||||||
Basic
|
.56 | .59 | .52 | .69 | |||||||||
Diluted
|
.54 | .56 | .50 | .68 | |||||||||
Earnings
per Share:
|
|||||||||||||
Basic
|
.56 | .60 | .53 | .69 | |||||||||
Diluted
|
.53 | .57 | .51 | .68 |
(a)
|
Costs
of $5.5 million and after-tax loss of $0.4 million related to the
company’s discontinued operations.
|
(b)
|
Income
of $5.2 million and after-tax income of $3.2 million related to the
company’s discontinued operations.
|
(c)
|
Costs
of $15.4 million and after-tax income of $3.2 million related to the
company’s discontinued operations.
|
(d)
|
Costs
of $21.2 million and after-tax loss of $0.5 million related to the
company’s discontinued operations.
|
2007
|
|||||||||||||
(In
millions except per share amounts)
|
First
(a)
|
Second
(b)
|
Third
(c)
|
Fourth
(d)
|
|||||||||
Revenues
|
$ | 2,338.2 | $ | 2,385.9 | $ | 2,401.2 | $ | 2,621.1 | |||||
Gross
Profit
|
879.9 | 936.6 | 948.0 | 1,039.8 | |||||||||
Income
from Continuing Operations
|
138.8 | 187.9 | 218.6 | 234.3 | |||||||||
Net
Income
|
138.9 | 163.9 | 218.5 | 239.8 | |||||||||
Earnings
per Share from Continuing Operations:
|
|||||||||||||
Basic
|
.33 | .44 | .52 | .56 | |||||||||
Diluted
|
.31 | .42 | .49 | .53 | |||||||||
Earnings
per Share:
|
|||||||||||||
Basic
|
.33 | .39 | .51 | .57 | |||||||||
Diluted
|
.31 | .37 | .49 | .54 |
(a)
|
Costs
of $43.8 million and after-tax income of $0.1 million related to the
company’s discontinued operations.
|
(b)
|
Costs
of $19.5 million and after-tax loss of $24.0 million related to the
company’s discontinued operations.
|
(c)
|
Costs
of $9.2 million and after-tax loss of $0.1 million related to the
company’s discontinued operations.
|
(d)
|
Costs
of $18.9 million and after-tax income of $5.5 million related to the
company’s discontinued operations.
|
(In
millions)
|
Balance
at
Beginning
of
Year
|
Provision
Charged
to
Expense
|
Accounts
Recovered
|
Accounts
Written
Off
|
Other
(a)
|
Balance
at
End
of
Year
|
|||||||||||||
Allowance
for Doubtful Accounts
|
|||||||||||||||||||
Year
Ended December 31, 2008
|
$ | 49.5 | $ | 5.5 | $ | 0.2 | $ | (11.9 | ) | $ | (0.2 | ) | $ | 43.1 | |||||
Year
Ended December 31, 2007
|
$ | 45.0 | $ | 7.6 | $ | 0.5 | $ | (11.1 | ) | $ | 7.5 | $ | 49.5 | ||||||
Year
Ended December 31, 2006
|
$ | 21.8 | $ | 0.6 | $ | 0.8 | $ | (7.3 | ) | $ | 29.1 | $ | 45.0 |
(In
millions)
|
Balance
at
Beginning
of
Year
|
Established
As
Cost of
Acquisitions
|
Activity
Charged
to
Reserve
|
Other
(c)
|
Balance
at
End
of
Year
|
|||||||||||
Accrued Acquisition
Expenses
(b)
|
||||||||||||||||
Year
Ended December 31, 2008
|
$ | 9.5 | $ | 0.7 | $ | (3.8 | ) | $ | (4.6 | ) | $ | 1.8 | ||||
Year
Ended December 31, 2007
|
$ | 35.4 | $ | 14.3 | $ | (37.5 | ) | $ | (2.7 | ) | $ | 9.5 | ||||
Year
Ended December 31, 2006
|
$ | 6.2 | $ | 35.4 | $ | (5.0 | ) | $ | (1.2 | ) | $ | 35.4 |
(In
millions)
|
Balance
at
Beginning
of
Year
|
Provision
Charged
to
Expense
(e)
|
Activity
Charged
to
Reserve
|
Other
(f)
|
Balance
at
End
of
Year
|
|||||||||||
Accrued Restructuring Costs
(d)
|
||||||||||||||||
Year
Ended December 31, 2008
|
$ | 19.4 | $ | 37.5 | $ | (35.6 | ) | $ | (0.5 | ) | $ | 20.8 | ||||
Year
Ended December 31, 2007
|
$ | 19.6 | $ | 39.6 | $ | (40.4 | ) | $ | 0.6 | $ | 19.4 | |||||
Year
Ended December 31, 2006
|
$ | 17.9 | $ | 30.2 | $ | (30.2 | ) | $ | 1.7 | $ | 19.6 |
(a)
|
Includes
allowance of businesses acquired and sold during the year as described in
Note 2 and the effect of currency
translation.
|
(b)
|
The
nature of activity in this account is described in Note
2.
|
(c)
|
Represents
reversal of accrued acquisition expenses and corresponding reduction of
goodwill or other intangible assets resulting from finalization of
restructuring plans and the effect of currency
translation.
|
(d)
|
The
nature of activity in this account is described in Note
14.
|
(e)
|
In
2008, excludes $11.0 million of non-cash costs and $13.1 million of other
income, net. In 2007, excludes $1.9 million of non-cash costs, net and
$0.7 million of other expenses, net. In 2006, excludes $17.4 million of
non-cash costs, and $1.9 million of other income,
net.
|
(f)
|
Represents
the effect of currency translation.
|
B.
|
Meeting
Fees
|
Committee Meeting Fees:
|
$1,500
per meeting attended in person, on a day other than a day on which the
Board meets
|
$1,000
per meeting attended in person, on the same day as a Board
meeting
|
|
Telephone
Committee
Meeting Fees:
|
$750
per meeting attended by conference telephone
|
2.1
|
Account.
Account means a bookkeeping account maintained by the Company to record
the payment obligation of a Participating Employer to a Participant as
determined under the terms of the Plan. The Company may maintain an
Account to record the total obligation to a Participant and component
Accounts to reflect amounts payable at different times and in different
forms. Component Accounts may also be maintained for some or all portions
of the Plan that is/are treated as a separate plan under Code Section
409A. Reference to an Account means any such Account
established by the Company, as the context requires. Accounts are intended
to constitute unfunded obligations within the meaning of Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA.
|
2.2
|
Account
Balance.
Account Balance means, with respect to any Account, the
total payment obligation owed to a Participant from such Account as of the
most recent Valuation Date.
|
2.3
|
Adopting
Employer.
Adopting Employer means an Affiliate that, with the
consent of the Company, has adopted the Plan for the benefit of its
eligible employees.
|
2.4
|
Affiliate.
Affiliate means a corporation, trade or business that, together with the
Company, is treated as a single employer under Code Section 414(b) or
(c).
|
2.5
|
Beneficiary.
Beneficiary means a natural person, estate, or trust designated by a
Participant to receive payments to which a Beneficiary is entitled in
accordance with provisions of the Plan. The Participant’s spouse, if
living, otherwise the Participant’s estate, shall be the Beneficiary if:
(i)the Participant has failed to properly designate a Beneficiary, or (ii)
all designated Beneficiaries have predeceased the
Participant. A former spouse shall have no interest under the
Plan, as Beneficiary or otherwise, unless the Participant designates such
person as a Beneficiary after dissolution of the marriage, except to the
extent provided under the terms of a domestic relations order as described
in Code Section
414(p)(1)(B).
|
2.6
|
Business Day
.
Business Day means each day on which the New York Stock Exchange is open
for business.
|
2.7
|
Change in
Control
. Change in Control means, with respect to a Participating
Employer that is organized as a corporation, any of the following events:
(i) a change in the ownership of the Participating Employer, (ii) a change
in the effective control of the Participating Employer, or (iii) a change
in the ownership of a substantial portion of the assets of the
Participating Employer.
|
2.8
|
Change in Control
Benefit
. Change in Control Benefit means the benefit
payable to a Participant under the Plan in accordance with Section
6.1(e).
|
2.9
|
Claimant.
Claimant means a Participant or Beneficiary filing a claim under Article
XII of this Plan.
|
2.10
|
Code.
Code
means the Internal Revenue Code of 1986, as amended from time to
time.
|
2.11
|
Code Section
409A.
Code Section 409A means section 409A of the Code, and
regulations and other guidance issued by the Treasury Department and
Internal Revenue Service
thereunder.
|
2.12
|
Committee.
Committee means the Compensation Committee of the board of directors of
the Company or such other committee as the board of directors of the
Company may appoint from time to
time.
|
2.13
|
Company.
Company means Thermo Fisher Scientific Inc., a Delaware corporation, and
any successor to all or substantially all of the Company’s assets or
business.
|
2.14
|
Company
Contribution.
Company Contribution means a credit by a
Participating Employer to a Participant’s Account(s) in accordance with
the provisions of Article V of the Plan. Company Contributions are
credited at the sole discretion of the Participating Employer and the fact
that a Company Contribution is credited in one year shall not obligate the
Participating Employer to continue to make such Company Contribution in
subsequent years. Unless the context clearly indicates otherwise, a
reference to Company Contribution shall include Earnings attributable to
such contribution.
|
2.15
|
Compensation.
Compensation means a Participant’s base salary, bonus, and such other
remuneration for services rendered as an Employee (if any) approved by the
Company as Compensation that may be deferred under this Plan. Compensation
shall not include any Compensation that has been previously deferred under
this Plan or any other arrangement subject to Code Section
409A.
|
2.16
|
Compensation Deferral
Agreement.
Compensation Deferral Agreement means an agreement
between a Participant and a Participating Employer that specifies: (i) the
amount of each component of Compensation that the Participant has elected
to defer to the Plan in accordance with the provisions of Article IV, and
(ii) the Payment Schedule applicable to one or more Accounts. The Company
may permit different deferral amounts for each component of Compensation
and may establish a minimum or maximum deferral amount for each such
component. Unless otherwise specified by the Company in the Compensation
Deferral Agreement, Participants may defer up to 50% of their base salary
and up to 50% of other types of Compensation for a Plan Year. A
Compensation Deferral Agreement may also specify the investment allocation
described in Section 8.4.
|
2.17
|
Death Benefit.
Death Benefit means the benefit payable under the Plan to a Participant’s
Beneficiary(ies) upon the Participant’s death as provided in Section
6.1(d) of the Plan.
|
2.18
|
Deferral.
Deferral means a credit to a Participant’s Account(s) that records that
portion of the Participant’s Compensation that the Participant has elected
to defer to the Plan in accordance with the provisions of Article IV.
Unless the context of the Plan clearly indicates otherwise, a reference to
Deferrals includes Earnings attributable to such
Deferrals. Deferrals shall be calculated with respect to the
gross cash Compensation payable to the Participant prior to any deductions
or withholdings. The foregoing notwithstanding, Deferrals shall
be further limited as of the date the Compensation Deferral Agreement
becomes irrevocable so that they do not exceed 100% of the cash
Compensation of the Participant remaining after deduction of all required
income and employment taxes, employee welfare benefit plan deductions, and
other deductions required by law. Changes to payroll withholdings that
affect the amount of Compensation being deferred to the Plan shall be
allowed only to the extent permissible under Code Section
409A.
|
2.19
|
Disability
Benefit.
Disability Benefit means the benefit payable under the
Plan to a Participant in the event such Participant is determined to be
Disabled.
|
2.20
|
Disabled.
Disabled means that a Participant is, by reason of any
medically-determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of
not less than 12 months: (i) unable to engage in any substantial gainful
activity, or (ii) receiving income replacement benefits for a period of
not less than three months under an accident and health plan covering
employees of the Participant’s employer. The Company shall determine
whether a Participant is Disabled in accordance with Code Section 409A
provided, however, that a Participant shall be deemed to be Disabled if
determined to be totally disabled by the Social Security
Administration.
|
2.21
|
Earnings.
Earnings means an adjustment to the value of an Account in accordance with
Section 8.2.
|
2.22
|
Effective Date.
Effective Date of this amendment and restatement means January 1, 2009
except insofar as it pertains to Code Section 409A requirements in which
case Effective Date means January 1,
2005.
|
2.23
|
Eligible
Employee.
Eligible Employee means a member of a “select group of
management or highly compensated employees” of a Participating Employer
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA,
as determined by the Committee from time to time in its sole
discretion. Employees become Eligible Employees upon
notification by the Company of their eligibility to become Participants in
the Plan.
|
2.24
|
Employee.
Employee means a common-law employee of an
Employer.
|
2.25
|
Employer.
Employer means, with respect to Employees it employs, the Company and each
Affiliate.
|
2.26
|
ERISA.
ERISA
means the Employee Retirement Income Security Act of 1974, as amended from
time to time.
|
2.27
|
Fiscal Year
Compensation.
Fiscal Year Compensation means Compensation earned
during one or more consecutive fiscal years of a Participating Employer,
all of which is paid after the last day of such fiscal year or
years.
|
2.28
|
Grandfathered
Account.
Grandfathered Account means amounts deferred under the
Plan prior to January 1, 2005 that were vested as of December 31,
2004.
|
2.29
|
Match-Eligible
Compensation
. Match-Eligible Compensation for a given
Plan Year means a Participant’s Compensation that is in excess of the
amount of Compensation treated as “compensation” for the applicable plan
year under the Thermo Fisher Scientific Inc. 401(k) Retirement
Plan. Match-Eligible Compensation includes a Participant’s
Compensation that is in excess of the IRS limit on covered compensation
for qualified plans established in Code Section 401(a)(17) in effect for
that Plan Year and also includes any amount of a Participant’s
Compensation that was reduced below the Code Section 401(a)(17) limit for
purposes of applying the Company match in the Company-sponsored 401(k)
plan due to Deferrals in this Plan.
|
2.30
|
Participant.
Participant means an Eligible Employee who has met the requirements under
Section 3.1. A Participant’s continued participation in the
Plan shall be governed by Section 3.2 of the
Plan.
|
2.31
|
Participating
Employer.
Participating Employer means the Company and each
Adopting Employer.
|
2.32
|
Payment
Schedule.
Payment Schedule means the date as of which payment of an
Account under the Plan will commence and the form in which payment of such
Account will be made.
|
2.33
|
Performance-Based
Compensation.
Performance-Based Compensation means Compensation
where the amount of, or entitlement to, the Compensation is contingent on
the satisfaction of pre-established organizational or individual
performance criteria relating to a performance period of at least 12
consecutive months. Organizational or individual performance criteria are
considered pre-established if established in writing by not later than 90
days after the commencement of the period of service to which the criteria
relate, provided that the outcome is substantially uncertain at the time
the criteria are established. The determination of whether Compensation
qualifies as “Performance-Based Compensation” will be made in accordance
with Treas. Reg. Section 1.409A-1(e) and subsequent
guidance.
|
2.34
|
Plan.
Generally, the term Plan means the “Thermo Fisher Scientific Inc. Amended
and Restated 2005 Deferred Compensation Plan” as documented herein and as
may be amended from time to time hereafter. However, to the extent
permitted or required under Code Section 409A, the term Plan may in the
appropriate context also mean a portion of the Plan that is treated as a
single plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion
of the Plan and any other nonqualified deferred compensation plan or
portion thereof that is treated as a single plan under such
section.
|
2.35
|
Plan Year.
Plan
Year means January 1 through December
31.
|
2.36
|
Retirement/Termination
Account.
Retirement/Termination Account means an Account
established by the Company to record the amounts payable to a Participant
upon Separation from Service. Unless the Participant has established a
Specified Date Account, all Deferrals and Company Contributions shall be
allocated to a Retirement/Termination Account on behalf of the
Participant.
|
2.37
|
Separation from
Service.
Separation from Service means an Employee’s
termination of employment with the Employer. Whether a Separation from
Service has occurred shall be determined by the Company in accordance with
Code Section 409A. Except in the case of an Employee on a bona
fide leave of absence as provided below, an Employee is deemed to have
incurred a Separation from Service if the Employer and the Employee
reasonably anticipated that the level of services to be performed by the
Employee after a date certain would be reduced to 20% or less of the
average services rendered by the Employee during the immediately preceding
36-month period (or the total period of employment, if less than 36
months) disregarding periods during which the Employee was on a bona fide
leave of absence.
|
2.38
|
Specified Date
Account.
Specified Date Account means an Account established by the
Company to record the amounts payable at a future date as specified in the
Participant’s Compensation Deferral Agreement. Unless otherwise determined
by the Company, a Participant may maintain no more than five Specified
Date Accounts. A Specified Date Account may be identified in enrollment
materials as an “In-Service Account” or such other name as established by
the Company without affecting the meaning
thereof.
|
2.39
|
Specified Date
Benefit.
Specified Date Benefit means the benefit payable to a
Participant under the Plan in accordance with Section
6.1(b).
|
2.40
|
Termination
Benefit.
Termination Benefit means the benefit payable to a
Participant under the Plan following the Participant’s Separation from
Service.
|
2.41
|
Unforeseeable
Emergency.
Unforeseeable Emergency means a severe financial
hardship to the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, the Participant’s dependent (as
defined in Code Section 152, without regard to Section 152(b)(1), (b)(2),
and (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due
to casualty (including the need to rebuild a home following damage to a
home not otherwise covered by insurance, for example, as a
result of a natural disaster); or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the
control of the Participant. The types of events which may qualify as an
Unforeseeable Emergency may be limited by the
Company.
|
2.42
|
Valuation Date.
Valuation Date means each Business
Day.
|
3.1
|
Eligibility and
Participation.
An Eligible Employee becomes a Participant upon the
earlier to occur of: (i) the notification of eligibility to participate
and the timely submission of a Compensation Deferral Agreement on which an
election to make a Deferral is made; or (ii) a credit of a Company
Contribution in accordance with Article
V.
|
3.2
|
Duration.
A
Participant shall be eligible to defer Compensation and receive
allocations of Company Contributions, subject to the terms of the Plan,
for as long as such Participant remains an Eligible Employee. A
Participant who is no longer an Eligible Employee but has not Separated
from Service may not defer Compensation under the Plan beyond the Plan
Year in which he or she became ineligible but may otherwise exercise all
of the rights of a Participant under the Plan with respect to his or her
Account(s). On and after a Separation from Service, a Participant shall
remain a Participant as long as his or her Account Balance is greater than
zero (0), and during such time may continue to make allocation elections
as provided in Section 8.4. An individual shall cease being a Participant
in the Plan when all benefits under the Plan to which he or she is
entitled have been paid.
|
|
Article
IV
|
4.1
|
Deferral Elections,
Generally.
|
|
(a)
|
A
Participant may elect to defer Compensation by submitting a Compensation
Deferral Agreement during the enrollment periods established by the
Company and in the manner specified by the Company, but in any event, in
accordance with Section 4.2. A Compensation Deferral Agreement that is not
timely filed with respect to a service period or component of Compensation
shall be considered void and shall have no effect with respect to such
service period or Compensation. The Company may modify any Compensation
Deferral Agreement prior to the date the election becomes irrevocable
under the rules of Section 4.2.
|
|
(b)
|
The
Participant shall specify on his or her Compensation Deferral Agreement
the amount of Deferrals and whether to allocate Deferrals to a
Retirement/Termination Account or to a Specified Date Account. If no
designation is made, Deferrals shall be allocated to the
Retirement/Termination Account. A Participant may also specify in his or
her Compensation Deferral Agreement the Payment Schedule applicable to his
or her Plan Accounts. If the Payment Schedule is not specified in a
Compensation Deferral Agreement, the Payment Schedule shall be the Payment
Schedule specified in Section 6.2.
|
|
(c)
|
Upon
first becoming a Participant in the Plan, a Participant may elect to
receive a Change in Control Benefit and, if applicable, a Payment Schedule
for such Benefit as specified in Section 6.2(e). An
election to receive a Change in Control Benefit shall be irrevocable once
the deadline for a timely election has passed, as specified in Section 4.2
hereof.
|
|
(a)
|
First Year of
Eligibility.
In the case of the first year in which an Eligible
Employee becomes eligible to participate in the Plan, he or she has up to
30 days following his or her initial eligibility to submit a Compensation
Deferral Agreement with respect to Compensation to be earned during such
year. The Compensation Deferral Agreement described in this paragraph
becomes irrevocable upon the end of such 30-day period. The determination
of whether an Eligible Employee may file a Compensation Deferral Agreement
under this paragraph shall be determined in accordance with the rules of
Code Section 409A, including the provisions of Treas. Reg. Section
1.409A-2(a)(7).
|
|
A
Compensation Deferral Agreement filed under this paragraph applies to
Compensation earned on and after the date the Compensation Deferral
Agreement becomes irrevocable.
|
(b)
|
Prior Year Election.
Except as otherwise provided in this Section 4.2, Participants may defer
Compensation by filing a Compensation Deferral Agreement no later than
December 31 of the year prior to the year in which the Compensation to be
deferred is earned. A Compensation Deferral Agreement described in this
paragraph shall become irrevocable with respect to such Compensation as of
January 1 of the year in which such Compensation is
earned.
|
(c)
|
Performance-Based
Compensation.
With the approval of the Company, Participants may
file a Compensation Deferral Agreement with respect to Performance-Based
Compensation no later than the date that is six months before the end of
the performance period, provided
that:
|
|
(i)
|
The
Participant performs services continuously from the later of the beginning
of the performance period or the date the criteria are established through
the date the Compensation Deferral Agreement is submitted;
and
|
|
(ii)
|
The
Compensation is not readily ascertainable as of the date the Compensation
Deferral Agreement is filed.
|
(d)
|
Short-Term Deferrals.
Compensation that meets the definition of a “short-term deferral”
described in Treas. Reg. Section 1.409A-1(b)(4) may be deferred in
accordance with the rules of Article VII, applied as if the date the
substantial risk of forfeiture lapses is the date payments were originally
scheduled to commence, provided, however, that the provisions of Section
7.3 shall not apply to payments attributable to a Change in Control (as
defined in Treas. Reg. Section
1.409A-3(i)(5)).
|
4.3
|
Allocation of
Deferrals.
A Compensation Deferral Agreement may allocate Deferrals
to one or more Specified Date Accounts and/or to the
Retirement/Termination Account. The Company may, in its discretion,
establish a minimum deferral period for the establishment of a Specified
Date Account (for example, the third Plan Year following the year
Compensation is allocated to such
accounts.).
|
4.4
|
Deductions from
Pay.
The Company has the authority to determine the payroll
practices under which any component of Compensation subject to a
Compensation Deferral Agreement will be deducted from a Participant’s
Compensation.
|
4.5
|
Vesting.
Participant Deferrals shall be 100% vested at all
times.
|
4.6
|
Cancellation of
Deferrals.
The Company may cancel a Participant’s Deferrals: (i)
for the balance of the Plan Year in which an Unforeseeable Emergency
occurs, (ii) if the Participant receives a hardship distribution under the
Employer’s qualified 401(k) plan, through the end of the Plan Year in
which the six month anniversary of the hardship distribution falls, and
(iii) during periods in which the Participant is unable to perform the
duties of his or her position or any substantially similar position due to
a mental or physical impairment that can be expected to result in death or
last for a continuous period of at least six months, provided cancellation
occurs by the later of the end of the taxable year of the Participant or
the 15
th
day of the third month following the date the Participant incurs the
disability (as defined in this clause 4.6
(iii)).
|
5.1
|
Company Matching
Contributions
. Beginning January 1, 2009, in each Plan
Year, the Participating Employer shall make a Company Contribution to the
Retirement/Termination Account of each Participant equal to 100% of the
first six percent (6%) of Match-Eligible Compensation that such
Participant elected to defer for that Plan
Year.
|
5.2
|
Company Discretionary
Contributions
. In addition to Matching
Contributions, the Participating Employer may, from time to time in its
sole and absolute discretion, credit Company Contributions to any
Participant in any amount determined by the Participating Employer. Such
contributions will be credited to a Participant’s Retirement/Termination
Account.
|
5.3
|
Vesting
. Company
Contributions described in Section 5.1, above, and the Earnings thereon,
shall be 100% vested. Company Contributions described in
Section 5.2, above, and the Earnings thereon, shall vest in accordance
with the vesting schedule(s) established by the Company at the time that
the Company Contribution is made. The Participating Employer
may, at any time, in its sole discretion, increase a Participant’s vested
interest in a Company Contribution. The portion of a Participant’s
Accounts that remains unvested upon his or her Separation from Service
after the application of the terms of this Section 5.3 shall be
forfeited
|
6.1
|
Benefits,
Generally.
A Participant shall be entitled to the following
benefits under the Plan:
|
(a)
|
Termination Benefit.
Upon the Participant’s Separation from Service for reasons other than
death or Disability, he or she shall be entitled to a Termination Benefit.
The Termination Benefit shall be equal to the vested portion of the
Retirement/Termination Account and the unpaid balances of any Specified
Date Accounts. The foregoing notwithstanding, in the event that
one or more Specified Date Benefits have, at the time of Separation from
Service, commenced to be paid in installments (i.e. where at least one
installment payment has been made prior to Separation from Service and at
least one installment payment remains to be paid) and the Payment Schedule
for the Termination Benefit is other than a single lump sum, the Specified
Date Accounts in “pay status” shall not be paid as part of the Termination
Benefit but shall continue to be paid separately. The
Termination Benefit shall be based on the value of that Account(s) as of
the end of the month in which Separation from Service occurs or such later
date as the Company, in its sole discretion, shall determine. Payment of
the Termination Benefit will be made or begin the first day of the seventh
(7
th
)
month following the end of the month in which Separation from Service
occurs.
|
(b)
|
Specified Date Benefit.
If the Participant has established one or more Specified Date Accounts, he
or she shall be entitled to a Specified Date Benefit with respect to each
such Specified Date Account. The Specified Date Benefit shall be equal to
the vested portion of the Specified Date Account, based on the value of
that Account as of the end of the month designated by the Participant at
the time the Account was established. Payment of the Specified Date
Benefit will be made or begin the first day of the month following the
designated month.
|
(c)
|
Disability Benefit.
Upon a determination by the Company that a Participant is Disabled, he or
she shall be entitled to a Disability Benefit. The Disability Benefit
shall be equal to the vested portion of the Retirement/Termination Account
and the unpaid balances of any Specified Date Accounts. The Disability
Benefit shall be based on the value of the Accounts as of the last day of
the month in which Disability occurs and will be paid the first day of the
following month.
|
(d)
|
Death Benefit
.
In the event of the
Participant’s death, his or her designated Beneficiary(ies) shall be
entitled to a Death Benefit. The Death Benefit shall be equal to the
vested portion of the Retirement/Termination Account and the unpaid
balances of any Specified Date Accounts. The Death Benefit shall be based
on the value of the Accounts as of the end of the month in which death
occurred, with payment made in the first day of the following
month.
|
(e)
|
Change in Control
Benefit.
If, and only if, a Participant has elected to
receive a Change in Control Benefit pursuant to Section 4.1 (c), upon a
Change in Control he or she shall be entitled to a Change in Control
Benefit. The Change in Control Benefit shall be equal to the vested
portion of the Retirement/Termination Account and the unpaid balances of
any Specified Date Accounts. The foregoing notwithstanding, in
the event that one or more Specified Date Benefits have, at the time of
the Change in Control, commenced to be paid in installments (i.e. where at
least one installment payment has been made prior to the Change in Control
and at least one installment payment remains to be paid) and the Payment
Schedule applicable to the Change in Control Benefit is other than a
single lump sum, the Specified Date Accounts in “pay status” shall not be
paid as part of the Change in Control Benefit but shall continue to be
paid separately. The Change in Control Benefit shall
be based on the value of that Account(s) as of the end of the month in
which a Change in Control occurs or such later date as the Company, in its
sole discretion, shall determine and shall be paid within ninety (90) days
following the date upon which the Change in Control
occurred.
|
(f)
|
Unforeseeable Emergency
Payments.
A Participant who experiences an Unforeseeable Emergency
may submit a written request to the Company to receive payment of all or
any portion of his or her vested Accounts. Whether a Participant or
Beneficiary is faced with an Unforeseeable Emergency permitting an
emergency payment shall be determined by the Company based on the relevant
facts and circumstances of each case, but, in any case, a distribution on
account of Unforeseeable Emergency may not be made to the extent that such
emergency is or may be reimbursed through insurance or otherwise, by
liquidation of the Participant’s assets, to the extent the liquidation of
such assets would not cause severe financial hardship, or by cessation of
Deferrals under this Plan. If an emergency payment is approved by the
Company, the amount of the payment shall not exceed the amount reasonably
necessary to satisfy the need, taking into account the additional
compensation that is available to the Participant as the result of
cancellation of deferrals to the Plan, including amounts necessary to pay
any taxes or penalties that the Participant reasonably anticipates will
result from the payment. The amount of the emergency payment shall be
subtracted first from the vested portion of the Participant's
Retirement/Termination Account until depleted and then from the vested
Specified Date Accounts, beginning with the Specified Date Account with
the latest payment commencement date. Emergency payments shall be paid in
a single lump sum within the 90-day period following the date the payment
is approved by the Company.
|
6.2
|
Form of
Payment.
|
(a)
|
Termination Benefit.
A
Participant who is entitled to receive a Termination Benefit shall receive
payment of such benefit in a single lump sum, unless the Participant
elects on his or her initial Compensation Deferral Agreement or in
accordance with procedures established by the Company pursuant to Section
7.6 to have such benefit paid in one of the following alternative forms of
payment (i) substantially equal annual or quarterly installments over a
period of two (2) to twenty-five (25) years, as elected by the
Participant, or (ii) a lump sum payment of a percentage of the balance in
the Retirement/Termination Account, with the balance paid in substantially
equal annual or quarterly installments over a period of two (2) to
twenty-five (25) years, as elected by the Participant. In the
event that Specified Date Benefits continue to be paid separately as
provided in Section 6.1 (a), such Specified Date Benefits shall continue
to be paid in accordance with the Payment Schedule in effect upon the
Specified Date Benefit payment date. Notwithstanding the
foregoing in this Section 6.2 (a), a Participant will receive his or her
Termination Benefit in a single lump sum payment equal to the unpaid
balance of all of his or her Accounts if Separation from Service occurs
within 24 months following a Change in
Control.
|
(b)
|
Specified Date Benefit.
The Specified Date Benefit shall be paid in a single lump sum, unless the
Participant elects on the Compensation Deferral Agreement with which the
account was established or in accordance with procedures established by
the Company pursuant to Section 7.6 to have the Specified Date Account
paid in substantially equal annual installments over a period of two (2)
to five (5) years, as elected by the
Participant.
|
(c)
|
Disability Benefit.
A
Participant who is entitled to receive a Disability Benefit shall receive
payment of such benefit in a single lump
sum.
|
(d)
|
Death Benefit.
A
designated Beneficiary who is entitled to receive a Death Benefit shall
receive payment of such benefit in a single lump
sum.
|
(e)
|
Change in
Control.
A Participant who is entitled to receive a
Change in Control Benefit shall receive payment of such benefit in a
single lump sum, unless the Participant elects on his or her initial
Compensation Deferral Agreement or in accordance with procedures
established by the Company pursuant to Section 7.6 to have such benefit
paid in one of the following alternative forms of payment (i)
substantially equal annual installments over a period of two (2) to
fifteen (15) years, as elected by the Participant, or (ii) a lump sum
payment of a percentage of the balance in the Retirement/Termination
Account, with the balance paid in substantially equal annual installments
over a period of two (2) to fifteen (15) years, as elected by the
Participant. In the event that Specified Date Benefits continue to be paid
separately as provided in Section 6.1 (e), such Specified Date Benefits
shall continue to be paid in accordance with the Payment Schedule in
effect upon the Specified Date Benefit payment
date.
|
(f)
|
Small Account Balances.
The Company shall pay the value of the Participant’s Accounts upon a
Separation from Service in a single lump sum if the balance of such
Accounts is not greater than the applicable dollar amount under Code
Section 402(g)(1)(B), provided the payment represents the complete
liquidation of the Participant’s interest in the
Plan.
|
(g)
|
Rules Applicable to
Installment Payments.
If a Payment Schedule specifies installment
payments, payments will be made beginning as of the payment commencement
date for such installments and shall continue on each annual or quarterly
anniversary thereof, as applicable, until the number of installment
payments specified in the Payment Schedule has been paid. The amount of
each installment payment shall be determined by dividing (a) by (b), where
(a) equals the Account Balance as of the Valuation Date immediately
preceding the installment payment, either quarterly or annual, and (b)
equals the remaining number of installment payments, either quarterly or
annual.
|
6.3
|
Acceleration of or
Delay in Payments.
|
(a)
|
The
Company, in its sole and absolute discretion, may elect to accelerate the
time or form of payment of a benefit owed to the Participant hereunder,
provided such acceleration is permitted under Treas. Reg. Section
1.409A-3(j)(4). The Company may also, in its sole and absolute discretion,
delay the time for payment of a benefit owed to the Participant hereunder,
to the extent permitted under Treas. Reg. Section 1.409A-2(b)(7). If the
Plan receives a domestic relations order (within the meaning of Code
Section 414(p)(1)(B)) directing that all or a portion of a Participant’s
Accounts be paid to an “alternate payee,” any amounts to be paid to the
alternate payee(s) shall be paid in a single lump
sum.
|
(b)
|
Payments Treated as
Made on the Designated Payment Date
. Payments made on
the payment date specified in the Plan, or on a later date within the same
taxable year of the Participant or Beneficiary, or, if later, by the
fifteenth (15
th
)
day of the third calendar month following the payment date specified in
the Plan shall be treated as having been made on the payment date;
provided, however, that the Participant or Beneficiary is not permitted,
directly or indirectly, to designate the taxable year of the
payment. In addition, payments made no earlier than 30 days
before the designated payment date will likewise be treated as having been
made on the payment date so long as the Participant or Beneficiary is not
permitted, directly or indirectly, to designate the taxable year of the
payment. The foregoing shall be administered in compliance with
the provisions of Regulation 1.409A-3(d), which Regulation may authorize
other instances in which payments made after the payment date shall be
treated as having been made on the payment
date.
|
7.1
|
Participant’s Right to
Modify.
A Participant may modify any or all of the
alternative Payment Schedules with respect to an Account, consistent with
the permissible Payment Schedules available under the Plan, provided such
modification complies with the requirements of this Article
VII.
|
7.2
|
Time of
Election.
The date on which a modification election is submitted to
the Company must be at least 12 months prior to the date on which payment
is scheduled to commence under the Payment Schedule in effect prior to the
modification.
|
7.3
|
Date of Payment under
Modified Payment Schedule.
Except with respect to modifications
that relate to the payment of a Death Benefit or a Disability Benefit, the
date payments are to commence under the modified Payment Schedule must be
no earlier than five (5) years after the date payment would have commenced
under the original Payment Schedule. Under no circumstances may a
modification election result in an acceleration of payments in violation
of Code Section 409A.
|
7.4
|
Effective Date.
A modification election submitted in accordance with this Article VII is
irrevocable upon receipt by the Company and becomes effective 12 months
after such date.
|
7.5
|
Effect on
Accounts.
An election to modify a Payment Schedule is specific to
the Account or payment event to which it applies, and shall not be
construed to affect the Payment Schedules of any other
Accounts.
|
7.6
|
Limited Transition
Relief.
Notwithstanding anything to the contrary in the
Plan, the Company may, to the extent permitted by Notice 2006-79 and as
further provided in Notice 2007-78 and Notice 2007-86, provide a limited
period during which Participants may: (i) modify Payment Schedules for a
Termination Benefit, Specified Date Benefit, or Change in Control Benefit;
(ii) reallocate Deferrals to or from Specified Date Accounts to other
Specified Date Accounts or the Retirement/Termination Account; and/or
(iii) create new Specified Date Accounts and reallocate Deferrals and/or
current Account Balances to such new Specified Date Accounts, all in
accordance with Code Section 409A, provisions of this Plan, and the
aforesaid Notices from the IRS. Such limited period shall end
no later than December 31, 2008. Any election(s) made by a
Participant, and accepted by the Company in accordance with this Section
7.6 shall not be subject to requirements imposed by Sections 7.2, 7.3 or
7.4 hereof. The foregoing notwithstanding, no election made by
a Participant in accordance with this Section 7.6 may relate to an amount
or Benefit that would otherwise be paid or to begin to be paid to a
Participant during 2008 and, further, no election made by a Participant in
accordance with this Section 7.6 may cause an amount or Benefit to be paid
or begin to be paid to a Participant during
2008.
|
8.1
|
Valuation.
Deferrals shall be credited to appropriate Accounts on the date such
Compensation would have been paid to the Participant absent the
Compensation Deferral Agreement. Company Contributions shall be credited
to the Retirement/Termination Account at the times determined by the
Company. Valuation of Accounts shall be performed under procedures
approved by the Company.
|
8.2
|
Earnings
Credit.
Each Account will be credited with Earnings on each
Business Day, based upon the Participant’s investment allocation among a
menu of investment options selected in advance by the Company, in
accordance with the provisions of this Article VIII (“investment
allocation”).
|
8.3
|
Investment
Options
. Investment options will be determined by the Company. The
Company, in its sole discretion, shall be permitted to add or remove
investment options from the Plan menu from time to time, provided that any
such additions or removals of investment options shall not be effective
with respect to any period prior to the effective date of such
change.
|
8.4
|
Investment
Allocations.
A Participant’s investment allocation constitutes a
deemed, not actual, investment among the investment options comprising the
investment menu. At no time shall a Participant have any real or
beneficial ownership in any investment option included in the investment
menu, nor shall the Participating Employer or any trustee acting on its
behalf have any obligation to purchase actual securities as a result of a
Participant’s investment allocation. A Participant’s investment allocation
shall be used solely for purposes of adjusting the value of a
Participant’s Account Balances.
|
8.5
|
Unallocated Deferrals
and Accounts.
If the Participant fails to make an investment
allocation with respect to an Account, such Account shall be invested in
an investment option, the primary objective of which is the preservation
of capital, as determined by the
Company.
|
9.1
|
Plan
Administration
. This Plan shall be administered by the Company
which shall act as the “plan administrator” and shall have discretionary
authority to make, amend, interpret and enforce all appropriate rules and
regulations for the administration of this Plan and to utilize its
discretion to decide or resolve any and all questions, including but not
limited to eligibility for benefits and interpretations of this Plan and
its terms, as may arise in connection with the Plan. Claims for benefits
shall be filed with the Company and resolved in accordance with the claims
procedures in Article XII.
|
9.2
|
Administration Upon
Change in Control.
Within 120 days following a Chance in Control,
the individuals who comprised the Committee immediately prior to the
Change in Control (whether or not such individuals are members of the
Committee following the Change in Control) may, by written consent of the
majority of such individuals, appoint an independent third party
administrator (the “Administrator”) to perform any or all of the Company’s
duties as plan administrator as described in Section 9.1 including,
without limitation, the power to determine any questions arising in
connection with the administration or interpretation of the Plan, and the
power to make benefit entitlement determinations. Upon and
after the effective date of such appointment, (a) the Company must pay all
reasonable administrative expenses and fees of the Administrator, and (b)
the Administrator may only be terminated with the written consent of the
majority of Participants with an Account Balance in the Plan as of the
date of such proposed termination.
|
9.3
|
Withholding.
The Participating Employer shall have the right to withhold from any
payment due under the Plan (or with respect to any amounts credited to the
Plan) any taxes required by law to be withheld in respect of such payment
(or credit). Withholdings with respect to amounts credited to the Plan
shall be deducted from Compensation that has not been deferred to the
Plan.
|
9.4
|
Indemnification.
The Participating Employers shall indemnify and hold harmless each
employee, officer, director, agent or organization, to whom or to which
are delegated duties, responsibilities, and authority under the Plan or
otherwise with respect to administration of the Plan, including, without
limitation, the Company and its agents, against all claims, liabilities,
fines and penalties, and all expenses reasonably incurred by or imposed
upon him or it (including but not limited to reasonable attorney fees)
which arise as a result of his or its actions or failure to act in
connection with the operation and administration of the Plan to the extent
lawfully allowable and to the extent that such claim, liability, fine,
penalty, or expense is not paid for by liability insurance purchased or
paid for by the Participating Employer. Notwithstanding the foregoing, the
Participating Employer shall not indemnify any person or organization if
his or its actions or failure to act are due to gross negligence or
willful misconduct or for any such amount incurred through any settlement
or compromise of any action unless the Participating Employer consents in
writing to such settlement or
compromise.
|
9.5
|
Delegation of
Authority.
In the administration of this Plan, the Company may,
from time to time, employ agents and delegate to them such administrative
duties as it sees fit, and may from time to time consult with legal
counsel who shall be legal counsel to the
Company.
|
9.6
|
Binding Decisions or
Actions.
The decision or action of the Company, or in the event of
a Change in Control and actions pursuant to Section 9.2 the new plan
administrator, in respect of any question arising out of or in connection
with the administration, interpretation and application of the Plan and
the rules and regulations thereunder shall be final and conclusive and
binding upon all persons having any interest in the
Plan.
|
10.1
|
Amendment and
Termination.
The Committee may at any time and from time to time
amend the Plan or may terminate the Plan as provided in this Article X.
Each Participating Employer may also terminate its participation in the
Plan.
|
10.2
|
Amendments.
The
Committee may amend the Plan at any time and for any reason, provided that
any such amendment shall not reduce the vested Account Balances of any
Participant accrued as of the date of any such amendment or restatement
(as if the Participant had incurred a voluntary Separation from Service on
such date) or reduce any rights of a Participant under the Plan or other
Plan features with respect to Deferrals made prior to the date of any such
amendment or restatement without the consent of the Participant. The
Committee may delegate to the Company the authority to amend the Plan
without the consent of the Committee for the purpose of: (i) conforming
the Plan to the requirements of law; (ii) facilitating the administration
of the Plan; (iii) clarifying provisions based on the Company’s
interpretation of the document; and (iv) making such other amendments as
the Committee may authorize.
|
10.3
|
Termination.
The Committee may terminate the Plan and pay Participants and
Beneficiaries their Account Balances in a single lump sum at any time, to
the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).
If a Participating Employer terminates its participation in the Plan, the
benefits of affected Employees shall be paid at the time provided in
Article VI.
|
10.4
|
Accounts Taxable Under
Code Section 409A.
The Plan is intended to constitute a plan of
deferred compensation that meets the requirements for deferral of income
taxation under Code Section 409A. The Company, pursuant to its authority
to interpret the Plan, may sever from the Plan or any Compensation
Deferral Agreement any provision or exercise of a right that otherwise
would result in a violation of Code Section
409A.
|
11.1
|
General Assets.
Obligations established under the terms of the Plan may be satisfied from
the general funds of the Participating Employers, or a trust described in
this Article XI. No Participant, spouse or Beneficiary shall have any
right, title or interest whatever in assets of the Participating
Employers. Nothing contained in this Plan, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of any
kind, or a fiduciary relationship, between the Participating Employers and
any Employee, spouse, or Beneficiary. To the extent that any person
acquires a right to receive payments hereunder, such rights are no greater
than the right of an unsecured general creditor of the Participating
Employer.
|
11.2
|
Rabbi Trust.
A
Participating Employer may, in its sole discretion, establish a grantor
trust, commonly known as a rabbi trust, as a vehicle for accumulating
assets to pay benefits under the Plan. Payments under the Plan may be paid
from the general assets of the Participating Employer or from the assets
of any such rabbi trust. Payment from any such source shall reduce the
obligation owed to the Participant or Beneficiary under the
Plan.
|
12.1
|
Filing a Claim.
Any controversy or claim arising out of or relating to the Plan shall be
filed in writing with the Company which shall make all determinations
concerning such claim. Any claim filed with the Company and any decision
by the Company denying such claim shall be in writing and shall be
delivered to the Participant or Beneficiary filing the claim (the
“Claimant”).
|
|
(a)
|
In General.
Notice of a
denial of benefits (other than Disability benefits) will be provided
within 90 days of the Company’s receipt of the Claimant's claim for
benefits. If the Company determines that it needs additional time to
review the claim, the Company will provide the Claimant with a notice of
the extension before the end of the initial 90-day period. The extension
will not be more than 90 days from the end of the initial 90-day period
and the notice of extension will explain the special circumstances that
require the extension and the date by which the Company expects to make a
decision.
|
|
(b)
|
Disability Benefits.
Notice of denial of Disability benefits will be provided within forty-five
(45) days of the Company’s receipt of the Claimant’s claim for Disability
benefits. If the Company determines that it needs additional time to
review the Disability claim, the Company will provide the Claimant with a
notice of the extension before the end of the initial 45-day period. If
the Company determines that a decision cannot be made within the first
extension period due to matters beyond the control of the Company, the
time period for making a determination may be further extended for an
additional 30 days. If such an additional extension is necessary, the
Company shall notify the Claimant prior to the expiration of the initial
30-day extension. Any notice of extension shall indicate the circumstances
necessitating the extension of time, the date by which the Company expects
to furnish a notice of decision, the specific standards on which such
entitlement to a benefit is based, the unresolved issues that prevent a
decision on the claim and any additional information needed to resolve
those issues. A Claimant will be provided a minimum of 45 days to submit
any necessary additional information to the Company. In the event that a
30-day extension is necessary due to a Claimant’s failure to submit
information necessary to decide a claim, the period for furnishing a
notice of decision shall be tolled from the date on which the notice of
the extension is sent to the Claimant until the earlier of the date the
Claimant responds to the request for additional information or the
response deadline.
|
|
(c)
|
Contents of Notice.
If
a claim for benefits is completely or partially denied, notice of such
denial shall be in writing and shall set forth the reasons for denial in
plain language. The notice shall: (i) cite the pertinent provisions of the
Plan document, and (ii) explain, where appropriate, how the Claimant can
perfect the claim, including a description of any additional material or
information necessary to complete the claim and why such material or
information is necessary. The claim denial also shall include an
explanation of the claims review procedures and the time limits applicable
to such procedures, including a statement of the Claimant’s right to bring
a civil action under Section 502(a) of ERISA following an adverse decision
on review. In the case of a complete or partial denial of a Disability
benefit claim, the notice shall provide a statement that the Company will
provide to the Claimant, upon request and free of charge, a copy of any
internal rule, guideline, protocol, or other similar criterion that was
relied upon in making the decision.
|
12.2
|
Appeal of Denied
Claims.
A Claimant whose claim has been completely or partially
denied shall be entitled to appeal the claim denial by filing a written
appeal with a special committee appointed by the Company and designated to
hear such appeals (the “Appeals Committee”). A Claimant who timely
requests a review of the denied claim (or his or her authorized
representative) may review, upon request and free of charge, copies of all
documents, records and other information relevant to the denial and may
submit written comments, documents, records and other information relevant
to the claim to the Appeals Committee. All written comments, documents,
records, and other information shall be considered “relevant” if the
information: (i) was relied upon in making a benefits determination, (ii)
was submitted, considered or generated in the course of making a benefits
decision regardless of whether it was relied upon to make the decision, or
(iii) demonstrates compliance with administrative processes and safeguards
established for making benefit decisions. The Appeals Committee may, in
its sole discretion and if it deems appropriate or necessary, decide to
hold a hearing with respect to the claim
appeal.
|
(a)
|
In General.
Appeal of a
denied benefits claim (other than a Disability benefits claim) must be
filed in writing with the Appeals Committee no later than 60 days after
receipt of the written notification of such claim denial. The Appeals
Committee shall make its decision regarding the merits of the denied claim
within 60 days following receipt of the appeal (or within 120 days after
such receipt, in a case where there are special circumstances requiring
extension of time for reviewing the appealed claim). If an extension of
time for reviewing the appeal is required because of special
circumstances, written notice of the extension shall be furnished to the
Claimant prior to the commencement of the extension. The notice will
indicate the special circumstances requiring the extension of time and the
date by which the Appeals Committee expects to render the determination on
review. The review will take into account comments, documents, records and
other information submitted by the Claimant relating to the claim without
regard to whether such information was submitted or considered in the
initial benefit determination.
|
(b)
|
Disability Benefits.
Appeal of a denied Disability benefits claim must be filed in writing with
the Appeals Committee no later than 180 days after receipt of the written
notification of such claim denial. The review shall be conducted by the
Appeals Committee (exclusive of the person who made the initial adverse
decision or such person’s subordinate). In reviewing the appeal, the
Appeals Committee shall: (i) not afford deference to the initial denial of
the claim, (ii) consult a medical professional who has appropriate
training and experience in the field of medicine relating to the
Claimant’s disability and who was neither consulted as part of the initial
denial nor is the subordinate of such individual, and (iii) identify the
medical or vocational experts whose advice was obtained with respect to
the initial benefit denial, without regard to whether the advice was
relied upon in making the decision. The Appeals Committee shall make its
decision regarding the merits of the denied claim within 45 days following
receipt of the appeal (or within 90 days after such receipt, in a case
where there are special circumstances requiring extension of time for
reviewing the appealed claim). If an extension of time for reviewing the
appeal is required because of special circumstances, written notice of the
extension shall be furnished to the Claimant prior to the commencement of
the extension. The notice will indicate the special circumstances
requiring the extension of time and the date by which the Appeals
Committee expects to render the determination on review. Following its
review of any additional information submitted by the Claimant, the
Appeals Committee shall render a decision on its review of the denied
claim.
|
(c)
|
Contents of Notice.
If
a benefits claim is completely or partially denied on review, notice of
such denial shall be in writing and shall set forth the reasons for denial
in plain language.
|
(d)
|
For
the denial of a Disability benefit, the notice will also include a
statement that the Appeals Committee will provide, upon request and free
of charge: (i) any internal rule, guideline, protocol or other similar
criterion relied upon in making the decision, (ii) any medical opinion
relied upon to make the decision, and (iii) the required statement under
Section 2560.503-1(j)(5)(iii) of the Department of Labor
regulations.
|
12.3
|
Claims Appeals Upon
Change in Control.
Upon a Change in Control, the Appeals Committee,
as constituted immediately prior to such Change in Control, shall continue
to act as the Appeals Committee. Upon such Change in Control, the Company
may not remove any member of the Appeals Committee, but may replace
resigning members if 2/3rds of the members of the Committee, as
constituted immediately prior to such Change in Control, and a majority of
Participants and Beneficiaries with Account Balances consent to the
replacement.
|
12.4
|
Legal Action.
A
Claimant may not bring any legal action, including commencement of any
arbitration, relating to a claim for benefits under the Plan unless and
until the Claimant has followed the claims procedures under the Plan and
exhausted his or her administrative remedies under such claims
procedures.
|
12.5
|
Discretion of Appeals
Committee.
All interpretations, determinations and decisions of the
Appeals Committee with respect to any claim shall be made in its sole
discretion, and shall be final and
conclusive.
|
12.6
|
Arbitration.
|
(a)
|
Prior to Change in
Control.
If, prior to a Change in Control, any claim or controversy
between the Company and a Participant or Beneficiary is not resolved
through the claims procedure set forth in Article XII, such claim shall be
submitted to and resolved exclusively by expedited binding arbitration by
a single arbitrator. Arbitration shall be conducted in
accordance with the following
procedures:
|
(b)
|
Upon Change in Control.
If, upon the occurrence of a Change in Control, any dispute, controversy
or claim arises between a Participant or Beneficiary and the Company out
of or relating to or concerning the provisions of the Plan, such dispute,
controversy or claim shall be finally settled by a court of competent
jurisdiction which, notwithstanding any other provision of the Plan, shall
apply a de novo standard of review to any determination made by the
Company, a Participating Employer, the Committee, or the Appeals
Committee.
|
13.1
|
Assignment.
No
interest of any Participant, spouse or Beneficiary under this Plan and no
benefit payable hereunder shall be assigned as security for a loan, and
any such purported assignment shall be null, void and of no effect, nor
shall any such interest or any such benefit be subject in any manner,
either voluntarily or involuntarily, to anticipation, sale, transfer,
assignment or encumbrance by or through any Participant, spouse or
Beneficiary. Notwithstanding anything to the contrary herein, however, the
Company has the discretion to make payments to an alternate payee in
accordance with the terms of a domestic relations order (as defined in
Code Section 414(p)(1)(B)).
|
|
The
Company may assign any or all of its liabilities under this Plan in
connection with any restructuring, recapitalization, sale of assets or
other similar transactions affecting a Participating Employer without the
consent of the Participant.
|
13.2
|
No Legal or Equitable
Rights or Interest.
No Participant or other person shall have any
legal or equitable rights or interest in this Plan that are not expressly
granted in this Plan. Participation in this Plan does not give any person
any right to be retained in the service of the Company. The right and
power of the Company to dismiss or discharge an Employee is expressly
reserved. The Company makes no representations or warranties as to the tax
consequences to a Participant or a Participant’s beneficiaries resulting
from a deferral of income pursuant to the
Plan.
|
13.3
|
No Employment
Contract.
Nothing contained herein shall be construed to constitute
a contract of employment between an Employee and the
Company.
|
13.4
|
Notice.
Any
notice or filing required or permitted to be delivered to the Company
under this Plan shall be delivered in writing, in person, or through such
electronic means as is established by the Company. Notice shall be deemed
given as of the date of delivery or, if delivery is made by mail, as of
the date shown on the postmark on the receipt for registration or
certification. Written transmission shall be sent by certified mail
to:
|
13.5
|
Headings.
The
headings of Sections are included solely for convenience of reference, and
if there is any conflict between such headings and the text of this Plan,
the text shall control.
|
13.6
|
Invalid or
Unenforceable Provisions.
If any provision of this Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provisions hereof and the Company may elect in its
sole discretion to construe such invalid or unenforceable provisions in a
manner that conforms to applicable law or as if such provisions, to the
extent invalid or unenforceable, had not been
included.
|
13.7
|
Lost Participants or
Beneficiaries.
Any Participant or Beneficiary who is entitled to a
benefit from the Plan has the duty to keep the Company advised of his or
her current mailing address. If benefit payments are returned to the Plan
or are not presented for payment after a reasonable amount of time, the
Company shall presume that the payee is missing. The Company, after making
such efforts as in its discretion it deems reasonable and appropriate to
locate the payee, shall stop payment on any uncashed checks and may
discontinue making future payments until contact with the payee is
restored.
|
13.8
|
Facility of Payment to
a Minor.
If a distribution is to be made to a minor, or
to a person who is otherwise incompetent, then the Company may, in its
discretion, make such distribution: (i) to the legal guardian, or if none,
to a parent of a minor payee with whom the payee maintains his or her
residence, or (ii) to the conservator or, if none, to the person having
custody of an incompetent payee. Any such distribution shall fully
discharge the Company and the Plan from further liability on account
thereof.
|
13.9
|
Governing Law.
To the extent not preempted by ERISA, the laws of the Commonwealth of
Massachusetts shall govern the construction and administration of the
Plan.
|
|
THERMO
FISHER SCIENTIFIC INC.
|
|
________________________________
|
|
By:
|
|
EXECUTIVE
|
|
___________________________________
|
NAME
|
STATE
OR JURISDICTION OF INCORPORATION
|
PERCENT
OF OWNERSHIP
|
Thermo
Electron Australia Pty Limited
[31.56%
by Thermo BioAnalysis LLC]
|
Australia
|
68.44
|
Thermo
Informatics Asia Pacific Pty Ltd.
|
Australia
|
100
|
Thermo
Optek (Australia) Pty Ltd.
|
Australia
|
100
|
Thermo
Finnigan Australia Pty. Ltd.
|
Australia
|
100
|
Thermo
Trace Ltd.
|
Australia
|
100
|
Trace
BioSciences (NZ) Limited
|
New
Zealand
|
100
|
Thermo
Gamma-Metrics Holdings Pty Ltd.
|
Australia
|
100
|
Thermo
Gamma-Metrics Pty Ltd
|
Australia
|
100
|
Thermo
Electron (Chile) S.A.
|
Chile
|
100
|
Thermo
Electron A/S
|
Denmark
|
100
|
Thermo
Electron Holdings SAS
[28.77% by
Thermo Electron Scientific Instruments LLC and 21.73 % by Thermo
BioAnalysis LLC]
|
France
|
49.50
|
Thermo
Electron SAS
|
France
|
100
|
Thermo
Electron LED S.A.S.
|
France
|
100
|
Jouan
Limited
|
England
|
100
|
Thermo
Electron Industries
|
France
|
100
|
SCI
du 10 rue Dugay Trouin
(2%
owned by Thermo Electron Industries)
|
France
|
98
|
Thermo
Fisher Scientific Milano Srl
(.05%
owned by Thermo Electron Industries)
|
Italy
|
99.95
|
Jouan
Robotics SAS
|
France
|
100
|
Thermo
Electron CZ a.s.
|
Czech
Republic
|
100
|
Laboratory
Management Systems, Inc.
|
Delaware
|
100
|
Thermo
Fisher Scientific Aquasensors LLC
|
Delaware
|
100
|
Open
BioSystems, Inc.
|
Delaware
|
100
|
TFLP
LLC
|
Delaware
|
100
|
Cohesive
Technologies Inc.
|
Delaware
|
100
|
Cohesive
Technologies (UK) Limited
|
England
|
100
|
Thermo
Hypersil-Keystone LLC
|
Delaware
|
100
|
TFS
Senior Financing LLC
|
Delaware
|
100
|
Thermo
Fisher GP LLC
|
Delaware
|
100
|
Thermo
Fisher Scientific C.V.
[1%
owned by TFLP LLC]
|
Netherlands
|
99
|
TFS
Breda BV
|
Netherlands
|
100
|
Thermo
Dutch Holdings Limited Partnership
[1%
owned by Thermo Finland Holdings LLC]
|
England
|
99
|
Thermo
Cayman Holdings Ltd.
[33.33%
owned by Thermo Cambridge Limited]
|
Cayman
Islands
|
66.67
|
Thermo
Fisher Investments (Cayman) Ltd.
|
Cayman
Islands
|
100
|
Thermo
Suomi Holding B.V.
[33.33
owned by Life Sciences International Holdings BV]
|
Netherlands
|
66.67
|
Thermo
Fisher (Finland Holdings 2) LLC
|
Delaware
|
100
|
Thermo
Fisher (Finland Holdings) Limited Partnership
(.5%
owned by Thermo Fisher (Finland Holdings 2) LLC)
|
England
|
99.5%
|
Thermo
Fisher Scientific Oy
|
Finland
|
100
|
Thermo
Fisher India Holding B.V.
[6.13%
by Thermo Fisher Scientific Inc., .68% by Thermo Gamma-Metrics LLC and
30.74% by Thermo Fisher Scientific (Ashville) LLC ]
|
Netherlands
|
62.45
|
NAME
|
STATE
OR JURISDICTION OF INCORPORATION
|
PERCENT
OF OWNERSHIP
|
Thermo
Electron LLS India Private Limited
|
India
|
100
|
Thermo
Electron India Private Limited
|
India
|
100
|
Kendro
Laboratory Products India Pvt. Ltd.
|
India
|
100
|
Thermo
Shandon Limited
|
England
|
100
|
LambTrack
Limited
[40%
by Raymond A Lamb]
|
England
|
60
|
Raymond
A Lamb Limited
|
England
|
100
|
Thermo
Electron Manufacturing Limited
|
England
|
100
|
Thermo
Nicolet Limited
|
England
|
100
|
Thermo
Elemental Limited
|
England
|
100
|
Thermo
Finnigan Limited
|
England
|
100
|
Thermo
Hypersil Ltd
|
England
|
100
|
GV
Instruments Limited
|
England
|
100
|
HTX
Limited
|
England
|
100
|
Analytical
Precision Products Limited
|
England
|
100
|
GV
Instruments Inc
|
Delaware
|
100
|
GV
Instruments Canada Ltd.
|
Canada
|
100
|
JSC
“Thermo Fisher Scientific”
|
Russia
|
100
|
Labinstruments
Oy
|
Finland
|
100
|
Fisher Clinical Services Mexico,
S. de R.L. de C.V.
[1%
by Fisher Clinical Services (Mexico) LLC]
|
Mexico
|
99
|
Fisher
Clinical Services (Mexico) LLC
|
Delaware
|
100
|
Thermo
Fisher Germany B.V.
|
Netherlands
|
100
|
Thermo
Finland Holdings LLC
|
Delaware
|
100
|
Pelican
Acquisition Corporation
|
Delaware
|
100
|
Priority
Air Holdings Corp
|
Delaware
|
100
|
Priority
Air Express, LLC
|
Delaware
|
100
|
PAX
– DSI Acquisition LLC
|
Delaware
|
100
|
Distribution
Solutions International, Inc.
|
Michigan
|
100
|
Delivery
Solutions International, Inc.
|
Michigan
|
100
|
Diversified
Services International, L.L.C.
|
Michigan
|
100
|
Diversified
Solutions International, L.L.C.
|
Michigan
|
100
|
Thermo
EGS Gauging, Inc.
|
Delaware
|
100
|
EGS
Gauging Technical Services Company
|
Delaware
|
100
|
EGS
Gauging Ltd.
|
England
|
100
|
EGS
Gauging, GmbH
|
Germany
|
100
|
EGS
Gauging Pty Ltd
|
Australia
|
100
|
Thermo
Asset Management Services Inc.
|
Delaware
|
100
|
Kendro
Laboratory Products (H.K.) Limited
|
Hong
Kong
|
100
|
Thermo
Fisher Insurance Company
|
Vermont
|
100
|
Ionalytics
Corporation
|
Canada
|
100
|
Thermo
CRS Holdings Ltd.
|
Canada
|
100
|
Thermo
CRS Ltd.
|
Canada
|
100
|
Burlington
Software Inc.
|
Canada
|
100
|
Robocon
GmbH
|
Austria
|
100
|
CRS
Robotics France EURL
|
France
|
100
|
Thermo
Electron North America LLC
|
Delaware
|
100
|
Loftus
Furnace Company
|
Pennsylvania
|
100
|
NAPCO,
Inc.
|
Connecticut
|
100
|
Staten
Island Cogeneration Corporation
|
New
York
|
100
|
Thermo
NITON Analyzers LLC
|
Delaware
|
100
|
Niton
Europe GmbH
|
Germany
|
100
|
Niton
Asia Limited
|
Hong
Kong
|
100
|
NAME
|
STATE
OR JURISDICTION OF INCORPORATION
|
PERCENT
OF OWNERSHIP
|
Thermo
Electron Export Inc.
|
Barbados
|
100
|
Thermo
Fisher Scientific (Mexico City) LLC
|
Delaware
|
100
|
Thermo
Foundation, Inc.
|
Massachusetts
|
100
|
Thermo
Fisher Financial Services Inc.
|
Delaware
|
100
|
Russell
pH Limited
|
Scotland
|
100
|
Thermo
Keytek LLC
|
Delaware
|
100
|
Thermedics
Detection de Argentina S.A.
(10%
by Thermo Ramsey Inc.)
|
Argentina
|
90
|
Fisher
Clinical Services Latin America S.R.L.
(10%
by Thermo Ramsey Inc.)
|
Argentina
|
90
|
Thermo
Detection de Mexico, S.A. de C.V.
[1%
owned by Thermo Environmental Instruments Inc.]
|
Mexico
|
99
|
Thermo
Detection Limited
|
England
|
100
|
Goring
Kerr Detection Limited
|
England
|
100
|
Goring
Kerr (NZ) Limited
|
New
Zealand
|
100
|
Thermo
Sentron Canada Inc.
(additionally,
5% of the shares are owned directly by Thermo Fisher Scientific
Inc.)
|
Canada
|
95
|
Thermo
Ramsey S.A.
|
Spain
|
100
|
Thermo
Ramsey Inc.
|
Massachusetts
|
100
|
Thermo
Re, Ltd.
|
Bermuda
|
100
|
Thermo
Electron (Proprietary) Limited
|
South
Africa
|
100
|
Comtest
Limited
|
England
|
100
|
Thermo
Electron Metallurgical Services, Inc.
|
Texas
|
100
|
Thermo
MF Physics Corporation
|
Delaware
|
100
|
ONIX
Systems Inc.
|
Delaware
|
100
|
Thermo
Process Instruments GP, LLC
|
Delaware
|
100
|
Thermo
Process Instruments, L.P.
(an
additional 0.1% owned by Thermo Process Instruments GP,
LLC)
|
Texas
|
99.9
|
Thermo
Measuretech Canada Inc.
|
Canada
|
100
|
Onix
Holdings Limited
|
England
|
100
|
CAC
Limited
|
England
|
100
|
Thermo
Measurement Ltd
|
England
|
100
|
Peek
Measurement Limited
|
England
|
100
|
Thermo
Onix Limited
|
England
|
100
|
Thermo
Electron Scientific Instruments LLC
|
Delaware
|
100
|
Thermo
Fisher Eurobonds Ltd.
|
Cayman
Islands
|
100
|
Fuji
Partnership
(19.8342%
by Thermo Fisher Scientific (Asheville) LLC)
|
Japan
|
80.1658
|
Thermo
Fisher Scientific (Mississauga) Inc.
[Thermo
Finnigan LLC owns 100 Series A Preferred shares]
|
Canada
|
100
|
Life
Sciences International Limited
|
England
|
100
|
Hybaid
Limited
|
England
|
100
|
Equibio
Limited
|
England
|
100
|
Thermo
Optek Limited
|
England
|
100
|
Thermo
Cambridge Limited
|
England
|
100
|
VG
Systems Limited
|
England
|
100
|
Thermo
Radiometrie Limited
|
England
|
100
|
Thermo
Electron Limited
|
England
|
100
|
Thermo
Electron Weighing & Inspection Limited
|
England
|
100
|
Thermo
Sentron Limited
|
England
|
100
|
Thermo
Allen Coding Limited
|
England
|
100
|
NAME
|
STATE
OR JURISDICTION OF INCORPORATION
|
PERCENT
OF OWNERSHIP
|
Thermo
Electron (Management Services) Limited
|
England
|
100
|
Life
Sciences International Holdings BV
|
Netherlands
|
100
|
Bioanalysis
Labsystems, S.A.
(10%
owned by Thermo Fisher Scientific B.V.)
|
Spain
|
90
|
Life
Sciences International (Poland) SP z O.O
|
Poland
|
100
|
Thermo
Electron SpA
|
Italy
|
100
|
Thermo
Ramsey Italia S.r.l.
|
Italy
|
100
|
Thermo
Electron Polska Sp. z o.o.
(50%
owned by Thermo Electron Weighing & Inspection
Limited)
|
Poland
|
50
|
Comdata
Services Limited
|
England
|
100
|
Helmet
Securities Limited
(.01% owned
by Comdata Services Limited)
|
England
|
99.99
|
Life
Sciences International LLC
|
Delaware
|
100
|
Thermo
NESLAB Inc.
|
New
Hampshire
|
100
|
Thermo
Fisher Scientific (Asheville) LLC
|
Delaware
|
100
|
Thermo
Fisher Scientific Services, Inc.
|
California
|
100
|
Jouan
LLC
|
Delaware
|
100
|
Kendro
Laboratory Products Pty., Ltd.
|
Australia
|
100
|
Omnigene
Limited
(41.53%
owned by Thermo Electron (Management Services) Limited)
|
England
|
58.47
|
Thermo
Kevex X-Ray Inc.
|
Delaware
|
100
|
Thermo
Gamma-Metrics LLC
|
Delaware
|
100
|
ThermoSpectra
Limited
|
England
|
100
|
Thermo
Electron Sweden Forvaltning AB
|
Sweden
|
100
|
Spectra-Physics
AB
|
Sweden
|
100
|
Spectra-Physics
Holdings USA, Inc.
|
Delaware
|
100
|
Spectra-Physics
Holdings Limited
|
England
|
100
|
Saroph
Sweden AB
|
Sweden
|
100
|
Thermo
Electron Sweden AB
|
Sweden
|
100
|
Thermo
Life Sciences AB
|
Sweden
|
100
|
Laser
Analytical Systems, Inc.
|
California
|
100
|
Thermo
Finnigan LLC
|
Delaware
|
100
|
TMOI
Inc.
|
Delaware
|
100
|
Thermo
Fisher Scientific (China) Holding Limited
|
England
|
100
|
Thermo
Fisher Scientific (China-HK) Holding Limited
|
Hong
Kong
|
100
|
Thermo
Fisher Scientific (Shanghai) Instruments Co., Ltd.
|
China
|
100
|
Thermo
Fisher Scientific (Shanghai) Co., Ltd.
|
China
|
100
|
Thermo
Fisher Scientific (Shanghai) Management Co., Ltd.
|
China
|
100
|
Thermo
Fisher Scientific (Hong Kong) Limited
|
Hong
Kong
|
100
|
Thermo
Life Science International Trading (Tianjin) Co., Ltd.
|
China
|
100
|
Thermo
Fisher Scientific K.K.
|
Japan
|
100
|
TK
Partnership (aka Silent Partnership)
(49.51%
owned by Fuji Partnership)
|
Japan
|
50.49
|
Thermo
Fisher Scientific SL
|
Spain
|
100
|
Thermo
Fisher (Cayman) Holdings I Ltd.
|
Cayman
Islands
|
100
|
Thermo
Fisher (Gibraltar) Limited
[50%
owned by Thermo Fisher (Cayman) Holdings II Ltd.]
|
Gibraltar
|
50
|
Thermo
Fisher (Gibraltar) II Limited
|
Gibraltar
|
100
|
Navaho
Acquisition Corp.
|
Delaware
|
100
|
NanoDrop
Technologies LLC
|
Delaware
|
100
|
NAME
|
STATE
OR JURISDICTION OF INCORPORATION
|
PERCENT
OF OWNERSHIP
|
Thermo
Fisher (Cayman) Holdings II Ltd.
|
Cayman
Islands
|
100
|
Thermo
BioAnalysis LLC
(5.1%
owned by Life Sciences International Limited and 9.4% owned by Life
Sciences International LLC)
|
Delaware
|
85.5
|
Thermo
LabSystems S.A.
|
Spain
|
100
|
Thermo
Fisher German Holdings LLC
|
Delaware
|
100
|
Thermo
Holding European Operations LLC
|
Delaware
|
100
|
Thermo
DMA Inc.
|
Texas
|
100
|
Thermo
Electron Singapore Pte Ltd
|
Singapore
|
100
|
Thermo
Shandon Inc.
|
Pennsylvania
|
100
|
Thermo
BioAnalysis Limited
|
England
|
100
|
Thermo
Fast U.K. Limited
|
England
|
100
|
Thermo
Projects Limited
|
England
|
100
|
Toolquip
International Limited
|
England
|
100
|
Labquip
International Limited
|
England
|
100
|
Thermo
LabSystems Inc.
|
Massachusetts
|
100
|
InnaPhase
Limited
|
England
|
100
|
InnaPhase,
Inc.
|
Canada
|
100
|
Thermo
Environmental Instruments Inc.
|
California
|
100
|
27
Forge Parkway LLC
|
Delaware
|
100
|
Thermo
Electron (Calgary) Limited
|
Canada
|
100
|
Thermo
Orion Inc.
|
Massachusetts
|
100
|
Thermo
Electron Puerto Rico, Inc.
|
Puerto
Rico
|
100
|
Thermo
CIDTEC Inc.
|
New
York
|
100
|
Thermo
Power Corporation
|
Massachusetts
|
100
|
ACI
Holdings Inc.
|
New
York
|
100
|
Thermo
Securities Corporation
|
Delaware
|
100
|
Thermo
Instrument Controls de Mexico, S.A. de C.V.
(2%
by Thermo Fisher Scientific Inc.)
|
Mexico
|
98
|
Thermo
Eberline LLC
(49%
owned by Thermo Fisher Scientific Inc.)
|
Delaware
|
51
|
ThermoLase
LLC
|
Delaware
|
100
|
ThermoLase
Japan L.L.C.
|
Wyoming
|
50*
|
Trex
Medical Corporation
|
Delaware
|
100
|
Thermo
Corporation
|
Delaware
|
100
|
Fisher
Scientific GmbH
|
Germany
|
100
|
Fisher
Scientific, spol. S.r.o (33% owned by
individuals)
|
Czech
Republic
|
67
|
Fisher
Scientific (Austria) GmbH
|
Austria
|
100
|
Thermo
Fisher Scientific Germany BV & Co. KG
[Thermo
Fisher Germany B.V., sole general partner with 0%
ownership.]
|
Germany
|
100
|
Thermo
Luxembourg Holding S.a.r.l.
|
Luxembourg
|
100
|
Thermo
TLH (UK) Limited
|
England
|
100
|
Thermo
Fisher Scientific (Breda) Holding BV
|
Netherlands
|
100
|
Thermo
Fisher Scientific B.V.
|
Netherlands
|
100
|
Thermo
Optek S.A.
|
Spain
|
100
|
Thermo
Fisher Scientific Finance Company BV
|
Netherlands
|
100
|
Thermo
Fisher Scientific B.V.B.A.
(6.5%
owned by Thermo Fisher Scientific (Breda) Holding BV)
|
Belgium
|
93.5
|
Thermo
Quest S.A.
|
Spain
|
100
|
Thermo
Fisher Scientific (Delft) Holding B.V.
|
Netherlands
|
100
|
Thermo
Fisher Scientific (Delft) B.V.
|
Netherlands
|
100
|
NAME
|
STATE
OR JURISDICTION OF INCORPORATION
|
PERCENT
OF OWNERSHIP
|
Thermo
Luxembourg S.a.r.l.
|
Luxembourg
|
100
|
Thermo
Electron Deutschland GmbH
|
Germany
|
100
|
Thermo
Electron IT Services GmbH
|
Germany
|
100
|
Thermo
Electron GmbH
|
Germany
|
100
|
Thermo
Fisher Scientific GmbH
|
Germany
|
100
|
Thermo
Electron LED GmbH (10% owned by Thermo Fisher Scientific
Inc.)
|
Germany
|
90
|
Thermo
Electron LED GmbH
|
Austria
|
100
|
GV
Instruments GmbH
|
Germany
|
100
|
Thermo
Electron (Erlangen) GmbH
(10.04% owned by
Thermo Fisher Scientific Inc.)
|
Germany
|
89.96
|
Thermo
Fisher Scientific (Bremen) GmbH (10% owned by Thermo Fisher
Scientific Inc.)
|
Germany
|
90
|
La-Pha-Pack
GmbH
|
Germany
|
100
|
Thermo
Electron (Karlsruhe) GmbH (10% owned by Thermo Fisher
Scientific Inc.)
|
Germany
|
90
|
Thermo
Electron Pension Trust GmbH
|
Germany
|
100
|
Thermo
Electron (Oberhausen) GmbH
|
Germany
|
100
|
Thermo
TLH L.P.
(additionally
0.01% is owned by Thermo TLH (U.K.) Limited
|
Delaware
|
99.99
|
Apogent
Deutschland GmbH
(3.85%
owned by Erie Electroverre S.A.)
|
Germany
|
96.15
|
Gerhard
Menzel Verwaltungs GmbH
|
Germany
|
100
|
Microm
International GmbH
|
Germany
|
100
|
Microm
International AG
|
Switzerland
|
100
|
Oxoid
Deutschland GmbH
|
Germany
|
100
|
Lancaster
Laboratories, Inc.
|
Minnesota
|
100
|
Microgenics
GmbH
|
Germany
|
100
|
Microgenics
SAS
|
France
|
100
|
Fisher
Scientific International Inc.
|
Delaware
|
100
|
Alchematrix,
Inc.
|
Delaware
|
100
|
Fisher
Internet Minority Holdings L.L.C.
|
Delaware
|
100
|
Alchematrix
LLC
|
Delaware
|
100
|
Apogent
Technologies Inc.
|
Wisconsin
|
100
|
Fisher
Luxembourg Danish Holdings SARL
|
Luxembourg
|
100
|
Fisher
Holdings ApS
|
Denmark
|
100
|
Apogent
Denmark ApS
|
Denmark
|
100
|
Fisher
BioImage ApS
|
Denmark
|
100
|
Nunc
A/S
|
Denmark
|
100
|
AOT
ApS
|
Denmark
|
100
|
Apogent
Holding Company
|
Delaware
|
100
|
Matrix
Technologies LLC
|
Delaware
|
100
|
Molecular
BioProducts Inc.
|
California
|
100
|
Labomex
MBP, S. de R. L. De C.V.
(.01%
owned by Apogent Technologies Inc.)
|
Mexico
|
99.99
|
Quality
Scientific Plastics, Inc.
|
Delaware
|
100
|
National
Scientific Company
|
Wisconsin
|
100
|
Lab-Chrom-Pack
LLC
|
Delaware
|
100
|
Robbins
Scientific Corporation
|
California
|
100
|
NAME
|
STATE
OR JURISDICTION OF INCORPORATION
|
PERCENT
OF OWNERSHIP
|
Apogent
Transition Corp.
|
Delaware
|
100
|
Barnstead
Thermolyne Corporation
|
Delaware
|
100
|
Lab-Line
Instruments, Inc.
|
Delaware
|
100
|
Erie
Scientific Company
|
Delaware
|
100
|
Thermo
Fisher Scientific Switzerland Holdings C.V.
[.01%
by Apogent Technologies Inc.]
|
Netherlands
|
99.99
|
SwissAnalytic
Group GmbH
|
Switzerland
|
100
|
Thermo
Fisher Scientific (Ecublens) SARL
|
Switzerland
|
100
|
Thermo
Fisher Scientific Europe GmbH
|
Switzerland
|
100
|
Erie
Electroverre S.A.
|
Switzerland
|
100
|
Thermo
Fisher Scientific (Zurich) AG
|
Switzerland
|
100
|
Kendro
Laboratory Products plc
|
England
|
100
|
Kendro
Containment & Services Limited
|
England
|
100
|
Sorvall
(U.K.) Limited
|
England
|
100
|
Lab
Impex Research Limited
|
England
|
100
|
Thermo
Fisher Scientific (Johannesburg) (Proprietary) Limited
|
South
Africa
|
100
|
Flux
Instruments AG
|
Switzerland
|
100
|
Thermo
Fisher Scientific (Schweiz) AG
|
Switzerland
|
100
|
Thermo
Fisher Scientific Wissenschaftliche Geräte GmbH
|
Austria
|
100
|
Spectronex
spol S.r.o.
|
Czech
Republic
|
100
|
Spectronex
s.r.o.
|
Slovak
Republic
|
100
|
Metavac
LLC
|
Delaware
|
100
|
Abgene
Inc.
|
Delaware
|
100
|
Apogent
Finance Company
|
Delaware
|
100
|
Capitol
Vial, Inc.
|
Alabama
|
100
|
Capitol
Scientific Products, Inc.
|
New
York
|
100
|
Chase
Scientific Glass, Inc.
[50%
owned by Apogent Holding Company]
|
Wisconsin
|
50
|
EP
Scientific Products LLC
|
Delaware
|
100
|
Erie
Scientific Company of Puerto Rico
|
Delaware
|
100
|
Erie
Scientific Hungary Kft
|
Hungary
|
100
|
Erie
UK Holding Company
|
Delaware
|
100
|
Fisher
Scientific Investments (Cayman), Ltd.
|
Cayman
Islands
|
100
|
Erie
U.K. Limited
|
England
|
100
|
Erie
UK Senior Holding Ltd
|
England
|
100
|
Erie
UK 1
Limited
|
England
|
100
|
Erie
UK 2 Limited
|
England
|
100
|
Advanced
Biotechnologies Limited
|
England
|
100
|
Abgene
Limited
|
England
|
100
|
ABgene
SAS
|
France
|
100
|
Apogent
U.K. Limited
|
England
|
100
|
Electrothermal
Engineering Limited
|
England
|
100
|
Matrix
Technologies Corporation Limited
|
England
|
100
|
Robbins
Scientific (Europe) Limited
|
England
|
100
|
Nalge
(Europe) Limited
|
England
|
100
|
Chromacol
Limited
|
England
|
100
|
Epsom
Glass Industries Limited
|
England
|
100
|
H.P.L.C.
Technology Company Limited
|
England
|
100
|
Hyclone
Laboratories, Inc.
|
Utah
|
100
|
STC
Biomanufacturing, Inc.
|
Illinois
|
100
|
HyClone
International Trade (Tianjin) Co., Ltd
|
China
|
100
|
National
HyClone (Lanzhou) Bio-engineering Co., Ltd.
[49%
by Northwest Minorities Univ. , a non-Thermo company]
|
China
|
51
|
NAME
|
STATE
OR JURISDICTION OF INCORPORATION
|
PERCENT
OF OWNERSHIP
|
Panymex
International S.A.
|
Panama
|
50*
|
Corimex
S.A.
|
Costa
Rica
|
100
|
Guaimex
S.A.
|
Guatamala
|
100
|
Honimex
S.A.
|
Honduras
|
100
|
Nicamex
S.A.
|
Nicaragua
|
100
|
Panymex
S.A.
|
Panama
|
100
|
Salvimex
S.A.
|
El
Salvador
|
100
|
Pierce
Biotechnology, Inc.
|
Delaware
|
100
|
Affinity
Bioreagents, Inc.
|
New
Jersey
|
100
|
Perbio
Science, Inc.
|
Delaware
|
100
|
Pierce
Milwaukee, Inc.
|
Delaware
|
100
|
Pierce
Milwaukee Holding Corp.
|
Delaware
|
100
|
Thermo
Fisher Scientific (Milwaukee) LLC
(1%
owned by Pierce Milwaukee Inc.)
|
Delaware
|
99
|
Remel
Europe Limited
|
England
|
100
|
Erie-Watala
Glass Company Limited (50% voting; 100% non voting)
|
Hong
Kong
|
100
|
Ever
Ready Thermometer Co., Inc.
|
Wisconsin
|
100
|
Fisher
Asia Manufacturing Ventures Inc.
[20%
owned by non-Thermo entity]
|
British
Virgin Islands
|
80
|
Fisher
Laboratory Products Manufacturing (Shanghai) Co., Ltd
|
China
|
100
|
Microgenics
Corporation
|
Delaware
|
100
|
Consolidated
Technologies, Inc.
|
Wisconsin
|
100
|
Microgenics
Diagnostics Pty Limited
|
Australia
|
100
|
Remel
Inc.
|
Wisconsin
|
100
|
Separation
Technology, Inc.
|
Delaware
|
100
|
Richard
-Allan Scientific Company
|
Wisconsin
|
100
|
Raymond
A. Lamb, Inc.
|
North
Carolina
|
100
|
LabVision
Corporation
|
California
|
100
|
Lab
Vision (UK) Limited
(0.05%
by Erie U.K. Limited)
|
England
|
99.95
|
Neomarkers,
Inc.
|
California
|
100
|
Microm
Laborgerate SL
|
Spain
|
100
|
Samco
Scientific Corporation
|
Delaware
|
100
|
Thermo
Fisher Scientific (Monterrey), S. De R.L. De C.V.
[1%
owned by Samco Scientific (Monterrey) LLC]
|
Mexico
|
99
|
Samco
Scientific (Monterrey) LLC
|
Delaware
|
100
|
Seradyn
Inc.
|
Delaware
|
100
|
Nalge
Nunc International Corporation
|
Delaware
|
100
|
236
Perinton Parkway, LLC
|
New
York
|
100
|
ARG
Services LLC
|
Delaware
|
100
|
Owl
Separation Systems LLC
|
Delaware
|
100
|
PACTECH,
LLC
|
Delaware
|
100
|
Nalge
Nunc International (Monterrey) LLC
|
Delaware
|
100
|
Applied
Scientific Corporation
|
California
|
100
|
ADI
Holding Company, Inc.
|
Delaware
|
100
|
Athena
Diagnostics, Inc.
|
Delaware
|
100
|
NERL
Diagnostics LLC
|
Wisconsin
|
100
|
Cellomics,
Inc.
|
Delaware
|
100
|
Fisher
BioSciences Japan, KK
|
Japan
|
100
|
CTPS
Company
|
Delaware
|
100
|
NAME
|
STATE
OR JURISDICTION OF INCORPORATION
|
PERCENT
OF OWNERSHIP
|
Clintrak
Pharmaceutical Services, LLC
|
Delaware
|
100
|
Acculogix,
LLC
|
Delaware
|
100
|
Clintrak
Clinical Labeling Services, LLC
|
Delaware
|
100
|
Clintrak
Pharmaceutical Services GmbH
|
Germany
|
100
|
Columbia
Diagnostics, Inc.
|
Delaware
|
100
|
Drakeside
Real Estate Holding Company LLC
|
Delaware
|
100
|
Duke
Scientific Corporation
|
California
|
100
|
Fisher
Clinical Services Inc.
|
Pennsylvania
|
100
|
Thermo
Fisher Scientific Brasil Serviços de Logística Ltda
[1%
by Fisher BioServices Inc.]
|
Brazil
|
99
|
Cole-Parmer
Instrument Company
|
Illinois
|
100
|
Cole-Parmer
Instrument (Shanghai) Co., Ltd
|
China
|
100
|
Cole-Parmer
Instrument Company Limited
|
England
|
100
|
Eutech
Instruments Pte Ltd.
|
Singapore
|
100
|
Eutech
Instruments Europe B.V.
(30%
by non –Thermo Havenaar Beheer BV)
|
Netherlands
|
70
|
Eutech
Instruments Sdn Bhd
|
Malaysia
|
100
|
Dharmacon,
Inc.
|
Delaware
|
100
|
Fisher
BioServices Inc.
|
Virginia
|
100
|
Southern
Trials (Pty) Ltd.
|
South
Africa
|
100
|
Schantz
Road LLC
|
Pennsylvania
|
100
|
Specialty
(SMI) Inc.
|
California
|
100
|
Fisher
Germany Holdings GmbH
|
Germany
|
100
|
Fisher
Hamilton China Inc.
|
Delaware
|
100
|
Fisher
Hamilton L.L.C.
|
Delaware
|
100
|
Epoxyn
Products L.L.C.
|
Delaware
|
100
|
Systems
Manufacturing Corporation
|
Delaware
|
100
|
Fisher
Manufacturing (Malaysia) Sdn Bhd
|
Malaysia
|
100
|
Fisher
Scientific Brazil Inc.
|
Delaware
|
100
|
Fisher
Scientific Central America Inc.
|
Delaware
|
100
|
Fisher
Scientific Chile Inc.
|
Delaware
|
100
|
Consultores
Fisher Scientific Chile Ltd
(50%
owned by Fisher Scientific Worldwide Inc.)
|
Chile
|
50
|
Fisher
Scientific Colombia Inc.
|
Delaware
|
100
|
Fisher
Scientific Company L.L.C.
|
Delaware
|
100
|
Biochemical
Sciences LLC
|
Delaware
|
100
|
Fisher
Scientific Canada Holdings Inc.
|
Delaware
|
100
|
Fisher
Scientific de Mexico S.A.
|
Mexico
|
100
|
Medical
Analysis Systems, Inc.
|
Delaware
|
100
|
Medical
Analysis Systems International, Inc.
|
California
|
100
|
Medical
Diagnostics Systems, Inc.
|
California
|
100
|
United
Diagnostics, Inc.
|
Delaware
|
100
|
Fisher
Scientific Latin America Inc.
|
Delaware
|
100
|
Fisher
Scientific Mexico Inc.
|
Delaware
|
100
|
FHML
S. de R.L. de C.V.
(.01%
Fisher Hamilton Mexico LLC)
|
Mexico
|
99.99
|
FS
Mexicana Holdings LLC
(.01%
owned by Fisher Scientific Mexicana, S. de R.L. de C.V)
|
Delaware
|
99.99
|
Fisher
Alder S. de R.L. de C.V.
(.01%
owned by Fisher Hamilton L.L.C.)
|
Mexico
|
99.99
|
Fisher
Hamilton S. de R.L. de C.V.
(.01%
owned by Fisher Hamilton Mexico LLC)
|
Mexico
|
99.99
|
Fisher
Hamilton Mexico LLC
|
Delaware
|
100
|
NAME
|
STATE
OR JURISDICTION OF INCORPORATION
|
PERCENT
OF OWNERSHIP
|
Fisher
Scientific Mexicana, S. de R.L. de C.V.
(.01%
owned by Fisher Scientific Worldwide Inc.)
|
Mexico
|
99.9
|
FS
Casa Rocas Holdings LLC
(.01%
owned by Casa Rocas S. de R.L. de C.V)
|
Delaware
|
99.99
|
Casa
Rocas S. de R.L. de C.V.
(.01%
Fisher Scientific Worldwide Inc.)
|
Mexico
|
99.99
|
Fisher
Scientific Middle East and Africa Inc.
|
Delaware
|
100
|
Fisher
Scientific Operating Company
|
Delaware
|
100
|
Fisher
Scientific Venezuela Inc.
|
Delaware
|
100
|
Fisher
Scientific Worldwide (Shanghai) Co., Ltd.
|
China
|
100
|
Fisher
Worldwide Distribution SPV
|
Cayman
Islands
|
100
|
Fisher
Worldwide Gene Distribution SPV
|
Cayman
Islands
|
100
|
FRC
Holding Inc., V
|
Delaware
|
100
|
FS
(Barbados) Capital Holdings Ltd.
|
Barbados
|
100
|
Golden
West Indemnity Company Limited
|
Bermuda
|
100
|
Liberty
Lane Real Estate Holding Company LLC
|
Delaware
|
100
|
New
FS Holdings Inc.
|
Delaware
|
100
|
Hangar
215, Inc.
|
Delaware
|
100
|
Thermo
Fisher Scientific Pte. Ltd.
|
Singapore
|
100
|
Scientific
Products (Shanghai) Pte. Ltd.
|
China
|
100
|
Scientific
Products (India) Private Limited
(.01%
owned by Fisher Scientific Company L.L.C.)
|
India
|
99.99
|
Union
Lab Supplies Limited
|
Hong
Kong
|
100
|
Fisher
Scientific Worldwide Inc.
|
Delaware
|
100
|
Fisher
Scientific Holding Company
|
Delaware
|
100
|
Fisher
Scientific Holdings (M) Sdn Bhd
|
Malaysia
|
100
|
Bumi-Sans
Sendirian Berhad
|
Malaysia
|
100
|
Fisher
Scientific (M) Sdn Bhd
(10%
owned by General Scientific Company Sdn Bhd (M)
|
Malaysia
|
90
|
General
Scientific Company Sdn Bhd (M)
(14%
owned by Pacific Rim Investment Inc.)
|
Malaysia
|
86
|
Fisher
CW Medical Sdn Bhd
|
Malaysia
|
100
|
Fisher
Scientific Consultancy Sdn Bhd
|
Malaysia
|
100
|
Fisher
Scientific Holdings (S) Pte Ltd
|
Singapore
|
100
|
Fisher
Scientific Pte. Ltd.
(16.57%
owned by Fisher Scientific International Inc.)
|
Singapore
|
83.43
|
Fisher
Scientific (SEA) Pte. Ltd.
|
Singapore
|
100
|
Fisher
Scientific Austraila Pty Limited
|
Australia
|
100
|
Fisher
Genetics Asia Pte. Ltd.
(10%
owned by Fisher Scientific Pte. Ltd.)
|
Singapore
|
90
|
Fisher
Scientific Holding HK Limited
(.01%
owned by Fisher Scientific Holding Company)
|
Hong
Kong
|
99.99
|
Fisher
Scientific Consulting (Guangzhou) Limited
(10%
owned by Guangzhou Fisher Scientific Company Limited)
|
China
|
90
|
Fisher
Scientific (Hong Kong) Limited
|
Hong
Kong
|
100
|
Guangzhou
Fisher Scientific Company Limited
|
China
|
100
|
FSWH
II C.V.
(17.1555%
owned by Fisher Scientific Canada Holdings Inc.,
.0328%
owned by Fisher WWD Holding L.L.C., 1.4695% owned by Fisher Clinical
Services)
|
Netherlands
|
81.3422
|
Thermo
Fisher Insurance Holdings Inc.
|
Delaware
|
100
|
Thermo
Fisher Insurance Holdings LLC
|
Delaware
|
100
|
NAME
|
STATE
OR JURISDICTION OF INCORPORATION
|
PERCENT
OF OWNERSHIP
|
FSIR
Holdings (US) LLC
|
Delaware
|
100
|
FSIR
Holdings (UK) Limited
|
England
|
100
|
FSWH
Company LLC
|
Delaware
|
100
|
FSI
Receivables Company LLC
|
Delaware
|
100
|
Fisher
Bermuda Holdings Limited
|
Bermuda
|
100
|
Fisher
Holdings Luxembourg SARL
|
Luxembourg
|
100
|
Fisher
Scientific Worldwide Holdings I C.V.
(5%
owned by Fisher Scientific Worldwide Inc.)
|
Netherlands
|
95
|
FSII
Sweden Holdings I AB
|
Sweden
|
100
|
FSII
Sweden Holdings AB
|
Sweden
|
100
|
Perbio
Science AB
|
Sweden
|
100
|
Hyclone
AB
|
Sweden
|
100
|
Perbio
Science (Australia) Pty. Limited
|
Australia
|
100
|
Perbio
Science France SAS
|
France
|
100
|
Perbio
Science Hong Kong Limited
(.01%
owned by Hyclone AB)
|
Hong
Kong
|
99.99
|
Perbio
Science Sweden Holdings AB
|
Sweden
|
100
|
Fisher
Scientific GTF AB
|
Sweden
|
100
|
Fisher
Scientific Biotech Line A/S
|
Denmark
|
100
|
Hyclone
UK Limited
|
England
|
100
|
Perbio
Science UK Limited
|
England
|
100
|
Perbio
Science Invest AB
|
Sweden
|
100
|
Perbio
Science Nederland B.V.
|
Netherlands
|
100
|
Perbio
Science Projekt AB
|
Sweden
|
100
|
Perbio
Science Switzerland SA
(.3%
owned by individuals)
|
Switzerland
|
99.7
|
Perbio
Science BVBA
|
Belgium
|
100
|
Fisher
Canada Holding ULC 1
|
Canada
|
100
|
Fisher
Canada Holding ULC 2
|
Canada
|
100
|
Fisher
CLP Holding Limited Partnership
(1.6%
owned by Fisher Canada Holding ULC 2)
|
Canada
|
98.4
|
Fiberlite
Centrifuge LLC
|
Delaware
|
100
|
Fisher
Canada Limited Partnership
(1.14%
owned by Fisher Canada Holding ULC 2)
|
Canada
|
98.86
|
Fisher
Scientific Company
|
Canada
|
100
|
Thermo
Fisher International Holdings LLC
|
Delaware
|
100
|
Fisher
(Barbados) Holding SRL
|
Barbados
|
100
|
Cole-Parmer
Canada Company
|
Canada
|
100
|
Diagnostix
Ltd.
|
Canada
|
100
|
Fisher
Scientific Oxoid Holdings Ltd.
|
England
|
100
|
Oxoid
Company
|
Canada
|
100
|
Fisher
Scientific Luxembourg S.a.r.l.
|
Luxembourg
|
100
|
Perbio
Science International Netherlands B.V.
|
Netherlands
|
100
|
Perbio
Science (Canada) Company
|
Canada
|
100
|
Fisher
Scientific UK Holding Company Limited
|
England
|
100
|
Fisher
Scientific Norway AS
|
Norway
|
100
|
Fisher
Scientific A/S
|
Norway
|
100
|
European
Laboratory Holdings Limited
|
Ireland
|
100
|
Microchem
Laboratories (Ireland) Limited
|
Ireland
|
100
|
Geoghegan
Technologies Limited
|
Ireland
|
100
|
NAME
|
STATE
OR JURISDICTION OF INCORPORATION
|
PERCENT
OF OWNERSHIP
|
Doublecape
Holding Limited
|
England
|
100
|
I.Q.
(BIO) Limited
|
England
|
100
|
Oxoid
(ELY) Limited
|
England
|
100
|
Doublecape
Limited
|
England
|
100
|
Fisher
Scientific Ireland Limited
|
Ireland
|
100
|
Fisher
Scientific Holding U.K., Limited
|
England
|
100
|
Fisher
Scientific U.K., Limited
|
England
|
100
|
Orme
Scientific Limited
|
England
|
100
|
FSUK
Holdings Limited
|
England
|
100
|
Fisher
Scientific UK Holding Company 2
|
England
|
100
|
Fisher
Clinical Services U.K. Limited
|
England
|
100
|
Fisher
Clinical Services Pte Ltd.
|
Singapore
|
100
|
Fisher
Clinical Services (Beijing) Co., Ltd.
|
China
|
100
|
Fisher
Scientific Europe Holdings B.V.
|
Netherlands
|
100
|
Fisher
Scientific The Hague III B.V.
|
Netherlands
|
100
|
Fisher
Scientific of the Netherlands B.V.
|
Netherlands
|
100
|
Fisher
Emergo B.V.
|
Netherlands
|
100
|
Labo-Tech
B.V.
|
Netherlands
|
100
|
Fisher
Scientific The Hague II B.V.
|
Netherlands
|
100
|
Fisher
Scientific The Hague I B.V.
|
Netherlands
|
100
|
Fisher
Scientific Jersey Island Limited
|
Jersey
|
100
|
Fisher
Maybridge Holdings Limited
|
England
|
100
|
Maybridge
Chemical Holdings Limited
|
England
|
100
|
Maybridge
Limited
|
England
|
100
|
Maybridge
Chemical Company Limited
|
England
|
100
|
Maybridge
Trustees Limited
|
England
|
100
|
Fisher
Scientific The Hague IV B.V.
(5%
owned by Fisher Scientific The Hague I. B.V.)
|
Netherlands
|
100
|
Acros
Organics B.V.B.A.
(.01%
owned by Fisher Scientific The Hague II B.V. .01% owned by Fisher Chimica
BVBA)
|
Belgium
|
99.98
|
Fisher
Scientific AG
(17.55%
owned by Fisher Bioblock Scientific SAS)
|
Switzerland
|
82.45
|
Ecochem
N.V.
(.01%
owned by Acros Organics BVBA)
|
Belgium
|
99.99
|
Fisher
Chimica BVBA
(.01%
owned by Fisher Scientific The Hague II B.V.)
|
Belgium
|
99.99
|
Fisher
Scientific The Hague V B.V.
|
Netherlands
|
100
|
Fisher
Scientific Ireland Holding
(1%
owned by Fisher Scientific Europe Holdings B.V.)
|
Ireland
|
99
|
Fisher
Clinical Services GmbH
|
Switzerland
|
100
|
Fisher
Scientific (India) Private Limited (1.32% owned by Fisher Clinical
Services U.K. Limited)
|
India
|
98.68
|
Fisher
Scientific Ireland Investments
(1%
owned by Fisher Scientific Europe Holdings B.V.)
|
Ireland
|
99
|
NAME
|
STATE
OR JURISDICTION OF INCORPORATION
|
PERCENT
OF OWNERSHIP
|
Fisher
Bioblock Holding II SNC
(.01%
owned by Fisher Scientific The Hague II BV)
|
France
|
99.99
|
Fisher
Bioblock Holding SAS
|
France
|
100
|
Fisher
Bioblock Scientific S.A.S.
|
France
|
100
|
Avantec
Sarl (11% owned by individuals)
|
France
|
89
|
Fisher
Bioblock Scientific SPRL
(.1%
owned by Fisher Bioblock Holding SAS)
|
Belgium
|
99.90
|
Novodirect
GmbH
|
Germany
|
100
|
SCI
Inno 92
|
France
|
100
|
Fisher
Scientific, S.L.
|
Spain
|
100
|
Afora,
S.A.U.
|
Spain
|
100
|
Bioinstrumenta,
S.L.
|
Spain
|
100
|
FSG-Produção
E Comercialização De Produtos De Biotecnologia, Unipessoal, Lda.
(“FSG”)
|
Portugal
|
100
|
Hucoa
Erlöss, S.A.
(31.68%
by Bioinstrumenta, S.L. & 9.98% non-voting Treasury
Stock)
|
Spain
|
58.34
|
Compañía
Comercializadora de Productos Técnicos y de Laboratorios, S.L.
(
“Tecnilab”)
(50% owned by Bioinstrumenta, S.L.)
|
Spain
|
50
|
Sociedad de Biotecnología y
Comercio, S.L.
(“Biotec”)
(50%
owned by Bioinstrumenta, S.L.)
|
Spain
|
50
|
Oxoid
Holding SAS
|
France
|
100
|
Oxoid
SAS
|
France
|
100
|
Oxoid
Senior Holdings Limited
|
England
|
100
|
Oxoid
UKH LLC
|
Delaware
|
100
|
Oxoid
2000 Limited
|
England
|
100
|
Oxoid
Holdings Limited
|
England
|
100
|
Oxoid
International Limited
|
England
|
100
|
Oxoid
CZ s.r.o.
|
Czech
Republic
|
100
|
Oxoid
Investments GmbH
|
Germany
|
100
|
Oxoid
A/S
|
Denmark
|
100
|
Oxoid
AS
|
Norway
|
100
|
Oxoid
AB
|
Sweden
|
100
|
Oxoid
AG
|
Switzerland
|
100
|
Oxoid
Australia Pty Ltd
|
Australia
|
100
|
Oxoid
Brazil LTDA
(.01%
owned by Oxoid Limited (UK))
|
Brazil
|
99.99
|
Oxoid
BV
|
Netherlands
|
100
|
Oxoid
Inc.
|
Delaware
|
100
|
Oxoid
New Zealand Limited
|
New
Zealand
|
100
|
NAME
|
STATE
OR JURISDICTION OF INCORPORATION
|
PERCENT
OF OWNERSHIP
|
Oxoid
N.V.
(.01%
owned by Oxoid Limited (UK))
|
Belgium
|
99.99
|
Oxoid
SA
|
Spain
|
100
|
Oxoid
S.p.A
|
Italy
|
100
|
Oxoid
Limited
|
England
|
100
|
G
& M Procter Limited
|
Scotland
|
100
|
Oxoid
Limited
|
Ireland
|
100
|
Oxoid
Pension Trustees Limited
|
England
|
100
|
Fisher
Scientific Japan, Ltd.
|
Japan
|
100
|
Fisher
Scientific Korea Ltd
|
Korea
|
100
|
Fisher
WWD Holdings L.L.C.
|
Delaware
|
100
|
Kyle
Jordan Investments Inc.
|
Delaware
|
100
|
Pacific
Rim Far East Industries, Inc.
|
Delaware
|
100
|
Pacific
Rim Investment, Inc.
|
Delaware
|
100
|
Liberty
Lane Investment Company
|
Delaware
|
100
|
Marketbase
International Limited
|
Hong
Kong
|
100
|
Thermo-Fisher
Biochemical Product (Beijing) Co.,Ltd.
|
China
|
100
|
1.
|
I
have reviewed this Annual Report on Form 10-K of Thermo Fisher Scientific
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
/s/
Marijn E. Dekkers
|
|
Marijn
E. Dekkers
President
and Chief Executive Officer
|
1.
|
I
have reviewed this Annual Report on Form 10-K of Thermo Fisher Scientific
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
/s/
Peter M. Wilver
|
|
Peter
M. Wilver
Senior
Vice President and Chief Financial
Officer
|
/s/
Marijn E. Dekkers
|
|
Marijn
E. Dekkers
President
and Chief Executive Officer
|
/s/
Peter M. Wilver
|
|
Peter
M. Wilver
Senior
Vice President and Chief Financial
Officer
|