Price Graph
Price
Yield
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time.
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scrape data from Alphaminr.
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Delaware
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04-2209186
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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81 Wyman Street
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Waltham, Massachusetts
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02451
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $1.00 par value
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New York Stock Exchange
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Preferred Stock Purchase Rights
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New York Stock Exchange
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Page
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PART I
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Item 1.
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3
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Item 1A.
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17
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Item 1B.
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23
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Item 2.
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23
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Item 3.
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24
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Item 4.
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24
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PART II
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Item 5.
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25
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Item 6.
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27
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Item 7.
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28
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Item 7A.
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47
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Item 8.
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48
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Item 9.
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48
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Item 9A.
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48
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Item 9B.
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49
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PART III
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Item 10.
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49
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Item 11.
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49
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Item 12.
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49
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Item 13.
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49
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Item 14.
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49
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PART IV
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Item 15.
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50
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•
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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. Our portfolio of products includes innovative technologies for mass spectrometry, elemental analysis, molecular spectroscopy, sample preparation, informatics, chemical research and analysis, cell culture, bioprocess production, cellular, protein and molecular biology research, allergy testing, drugs-of-abuse testing, therapeutic drug monitoring testing, microbiology, anatomical pathology, transplant diagnostics, as well as environmental monitoring and process control.
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•
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Fisher Scientific is our channels brand, offering customers a complete portfolio of laboratory equipment, chemicals, supplies and services used in scientific research, healthcare, 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 and biospecimen storage.
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•
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Unity Lab Services is our services brand, offering a complete portfolio of services from enterprise level engagements to individual instruments and laboratory equipment, regardless of the original manufacturer. Our services are designed to help our customers improve productivity, reduce costs and drive decisions with better data and information. Unity Lab Services offers a network of world-class service and support personnel with proven expertise to provide our customers with solutions that improve their laboratory operations.
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•
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Life Sciences Mass Spectrometers
include three major product lines: triple quadrupole, ion trap and hybrid systems. Our triple quadrupole systems provide high performance quantitative analysis of chemicals in biological fluids, environmental samples and food matrices. They are also used by the pharmaceutical industry for targeted quantitation during drug discovery. Our ion trap systems are used for in-depth structural analysis of large biomolecules, such as proteins, as well as structural characterization of small molecules, such as drugs and drug metabolites. Our hybrid (LC/MS/MS) mass spectrometers combine linear ion trap, quadrupole and Orbitrap technologies to provide high resolution and accurate mass capabilities for both research and applied markets and are well suited for drug metabolism, proteomics, environmental analysis, food safety, toxicology and clinical research applications.
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•
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Inorganic Mass Spectrometers
include four product lines: isotope ratio mass spectrometry (IRMS); multi-collector mass spectrometry (MC/IRMS); inductively coupled plasma mass spectrometry (ICP/MS); and high resolution trace mass spectrometry (HR Trace/MS). These products are primarily used for qualitative and quantitative analysis of inorganic matter in a range of applications, including environmental analysis, materials science and earth sciences.
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•
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Liquid Chromatography (LC) Systems
analyze complex sample matrices in liquids. Our high pressure liquid chromatography (HPLC) and ultrahigh pressure liquid chromatography (UHPLC) systems offer high throughput and sensitivity and are sold either as stand-alone systems or integrated with our mass spectrometers (LC/MS and LC/MS/MS). These systems are used for a range of applications, from complex proteomic analyses to routine industrial QA/QC.
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•
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Ion Chromatography (IC) Systems
separate ionic (charged) or highly polar molecules (e.g., sugars and carbohydrates), usually found in water-based solutions, and typically detect them based on their electrical conductivity. Our IC products are used in a wide range of applications, including scientific research, and environmental testing, as well as quality control in pharmaceutical, food and beverage, and other industrial processes.
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•
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Gas Chromatography (GC) Systems
analyze complex sample matrices in gases, comprising both separation and detection technology. Separation technology is common to all gas chromatography analyzers, and is paired with either a conventional detector (GC) or with different types of mass spectrometers (GC/MS). Our GC/MS offering includes a triple stage quadrupole, a single stage quadrupole, and an ion trap, for a range of applications, including food safety testing, quantitative screening of environmental samples, and complex molecular analyses.
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Materials and Minerals Products
include bench-top, production line, and stand-alone systems for a range of industrial applications. For example, our laboratory elemental analyzers use X-ray fluorescence (XRF), X-ray diffraction (XRD), and arc spark optical emission (OES) techniques for accurate and precise analysis of bulk materials in the metals, cement, minerals, and petrochemicals industries. We also offer on line analyzers that employ neutron activation and measurement of gamma rays to analyze bulk materials non-invasively and in real time, as well as systems that enable high-speed weighing during bulk materials handling. We also offer gauging systems that employ ionizing and non-ionizing technologies to measure the total thickness, basis weight and coating thickness of flat-sheet materials, such as steel, plastics, foil, rubber and glass.
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Molecular Spectroscopy Products
are divided into four primary techniques: Fourier transform infrared (FTIR), Raman, near-infrared (NIR) and ultraviolet/visible (UV/Vis) spectroscopy. These technologies are typically used in the laboratory to provide information on the structure of molecules to identify, verify and quantify organic materials in pharmaceutical, biotechnology, polymer, chemical, and forensic sciences. Our material analysis products include rheometers and extruders that measure viscosity, elasticity, processability, and temperature-related mechanical changes of various materials. We also provide a range of surface analysis products commonly used in the semiconductor, metals, coatings, and polymer industries as a product development and failure analysis tool.
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Portable Analytical Instruments
are rugged handheld products that provide rapid, precise, real-time analysis at the point of need. Our two main product categories are elemental and optical analyzers. Our portable elemental analyzers use XRF technology for identifying metal alloys in scrap metal recycling; QA/QC; precious metals analysis; environmental analysis; and lead screening in a range of consumer products. Our portable optical analyzers utilize Raman, FTIR and NIR technologies for use in the field by first responders, and law enforcement and military personnel who need to quickly and accurately identify chemicals and explosives in critical safety and security situations. Other applications include QA/QC in pharmaceutical production and identification of counterfeit drugs.
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Radiation Measurement and Security Instruments
are used to monitor, detect and identify specific forms of radiation and trace explosives in nuclear power, environmental, industrial, medical, and security applications. Our primary customers include national, regional, and local government agencies responsible for monitoring cargo, vehicles and people traveling across borders. These products are also used by first-responders in safety and security situations, and for worker safety in the nuclear power and other industrial markets.
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•
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Environmental and Process Monitoring Instruments
are used by environmental regulatory agencies and power plant operators to measure ambient air, stack gas emissions, and particulates to comply with regulated emissions standards. Our products are also used in process monitoring applications by customers in natural gas, petrochemical, refining, and a wide variety of other industrial markets to provide measurements that improve efficiency, provide process and quality control, and increase worker safety.
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For environmental monitoring, we provide single instruments as well as customized Continuous Emission Monitoring Systems that monitor, collect and report data from multiple locations. Our gas detection instruments detect criteria pollutants, such as nitrogen oxide, at the parts-per-trillion level. In addition, we offer particulate and gas detection monitoring instruments for worker protection used by industrial hygienists, first responders and homeland security personnel.
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For process monitoring, our instruments allow process optimization and control by providing real-time direct and remote data collection, analysis, and local control functions using a variety of technologies, including radiation, radar, ultrasonic and vibration measurement principles, gas chromatography, and mass spectrometry.
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•
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Water Analysis Instruments
include meters, electrodes and solutions for the measurement of pH, ions, conductivity, dissolved oxygen, turbidity and other key parameters in the lab and production line. Based upon electrochemical and optical sensing technologies, these products are used wherever the quality of water and water-based products or processes are critical, such as QA/QC in the food and beverage industry, chemical and pharmaceutical production, and for environmental compliance.
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Product Inspection
products help customers monitor processes and operations in the food and beverage, pharmaceutical production and packaging industries to maintain safety and quality standards. Based on a variety of technologies such as X-ray imaging and ultra-trace chemical detection, these products are used to inspect packaged goods for physical contaminants, validate fill quantities, or check for missing or broken parts on line and at high speeds.
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•
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Life Science Research
reagents, instruments, and consumables are used for cell culture, protein, biology, molecular biology, and cell biology research and applied testing. The portfolio includes cell culture serum and media; antibodies and products for protein purification, detection, modification, and analysis; products for nucleic acid sequencing, detection and purification, cloning and analysis, RNA interference and gene expression; and cellular imaging instruments and software reagents for high content analysis. Many of these products are also used in applied markets, including agriculture, forensics, diagnostics product development, and toxicology research.
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•
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Chemicals
comprises a broad range of chemicals, solvents and reagents supporting virtually every laboratory application – from research to drug discovery and development and manufacturing. This portfolio includes organic chemicals used to synthesize new materials; essential laboratory chemicals used by scientists to purify, extract, separate, identify and manufacture products; high purity analytical reagents, bioreagents used in many different applications, from cell growth to detailed protein analysis; and novel chemical building blocks, reactive intermediates and screening libraries used to accelerate drug discovery. We provide bulk volumes of many products for scale-up from research to development and customized services for chemical procurement, processing, production, testing, and packaging.
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BioProcess Production
products include customized, single-use containers and single-use bioreactor systems, liquid and dry powder cell-culture media (serum-free, chemically defined, protein-free, and animal derived component-free media), sera and process liquids. These products are used in the production of human and animal vaccines, monoclonal antibodies, protein-based therapeutics and products for wound healing. Available in turnkey and open architecture formats, these systems have been specifically qualified for bioprocess production applications in the biopharmaceutical, biotechnology and diagnostic industries. Custom services are also available for media and feed formulation media optimization, analytical services, production method development and optimization, rapid prototyping, and supply chain management.
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Sample Preparation and Preservation Equipment
protects our customers’ chemical and biological samples and supports the growth of cells and organisms in optimal conditions such as temperature, carbon dioxide and humidity. This offering includes a comprehensive range of incubators and other related products.
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•
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Cold Storage Equipment
such as our leading laboratory refrigerators and freezers, ultralow-temperature freezers and cryopreservation storage tanks maintain samples in a cold environment to protect them from degradation.
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•
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Centrifugation Products
are used to separate biological matrices and inorganic materials. Our broad range includes microcentrifuges, which are used primarily for the purification of nucleic acids in the molecular biology laboratory; general use bench-top centrifuges for processing clinical samples such as blood and urine; and our floor models, which are used for large-volume blood processing or in laboratories with high-throughput needs. Our super-speed and ultra-speed models are used for applications such as protein purification.
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•
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Biological Safety Cabinets
enable technicians to handle samples without risk to themselves or their environment and without risk of cross-contamination of samples. These cabinets, equipped with filtered-air ventilation, controlled laminar flow and an ultraviolet source, can be used for tissue culture; handling of infectious samples; forensic analysis; bioterrorism research; and other applications.
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•
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Temperature Control Products
include heated bath circulators, immersion coolers, recirculating chillers, water baths, and dry baths in a range of sizes, temperatures and configurations for life science, analytical chemistry, manufacturing and quality-control applications.
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•
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Other Laboratory Equipment
includes water purification systems, shakers, vacuum concentrators, microbiological incubators, ovens, furnaces, hotplates, stirrers, stirring hotplates, and other related products.
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Cell Culture and Bioproduction Products
support customers in research to production-scale activities. We offer a broad range of surface technologies for different application needs, including applications with traditional stem cell and human stem cell lines. Products include chamber slides, dishes, multidishes, flasks and gas permeable technologies. We also offer a complete line of serological pipettes and conical tubes to address cell-culture sample handling, as well as cell factories and roller bottles, which are widely used in the manufacture of vaccines and biotherapeutics.
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•
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Sample Preparation and Storage Products
include a full line of centrifugation consumables as well as vials and organization systems for ultralow temperature and cryogenic storage, with specific products designed for low protein binding and low DNA binding. We also offer containers for packaging life science and diagnostic reagents as well for the storage and transport of bulk intermediates and active pharmaceutical ingredients.
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Liquid Handling Products
include a leading offering of laboratory pipette tips and a complementary range of handheld and automated pipetting systems, supporting low- through high-throughput activity. These products optimize productivity and ergonomics, and ensure accurate results.
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•
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Detection Instruments
include microplate readers, washers, purification systems, and PCR and qPCR instruments. These instruments offer researchers in the fields of cancer research, drug development, proteomics, and genomics efficiency, high-quality performance and accurate results.
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Specialty Products and Services
include a complete selection of clinical specimen collection, drug-of-abuse collection kits and environmental and food-safety glass and plastic vials, bottles and containers. We also manufacture plastic transfer pipettes and general purpose clinical laboratory consumables.
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We also offer containers for breast milk collection, storage and feeding primarily used in neo-natal units and by lactation specialists. In addition, we provide OEM and custom kit assembly services for clinical and drugs-of-abuse test kits.
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(In millions)
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2012
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2011
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Analytical Technologies
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$ | 1,025.0 | $ | 972.0 | ||||
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Specialty Diagnostics
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187.0 | 166.7 | ||||||
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Laboratory Products and Services
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381.0 | 368.0 | ||||||
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Eliminations
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(15.4 | ) | (17.5 | ) | ||||
| $ | 1,577.6 | $ | 1,489.2 | |||||
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·
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technical performance and advances in technology that result in new products and improved price/performance ratios;
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·
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product differentiation, availability and reliability;
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·
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the depth of our capabilities;
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our reputation among customers as a quality provider of products and services;
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customer service and support;
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·
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active research and application-development programs; and
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·
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relative prices of our products and services.
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Name
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Age
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Present Title (Fiscal Year First Became Executive Officer)
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Marc N. Casper
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44
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President and Chief Executive Officer (2001)
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Alan J. Malus
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53
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Executive Vice President (2006)
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Seth H. Hoogasian
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58
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Senior Vice President, General Counsel and Secretary (2001)
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Thomas W. Loewald
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49
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Senior Vice President (2012)
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Edward A. Pesicka
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45
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Senior Vice President (2008)
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Andrew J. Thomson
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48
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Senior Vice President (2012)
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Peter M. Wilver
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53
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Senior Vice President and Chief Financial Officer (2003)
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Peter E. Hornstra
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53
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Vice President and Chief Accounting Officer (2001)
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•
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strengthening our presence in selected geographic markets;
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•
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allocating research and development funding to products with higher growth prospects;
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•
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developing new applications for our technologies;
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•
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expanding our service offerings;
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•
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continuing key customer initiatives;
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•
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combining sales and marketing operations in appropriate markets to compete more effectively;
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•
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finding new markets for our products; and
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•
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continuing the development of commercial tools and infrastructure to increase and support cross-selling opportunities of products and services to take advantage of our depth in product offerings.
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•
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reducing demand for some of our products;
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•
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increasing the rate of order cancellations or delays;
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•
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increasing the risk of excess and obsolete inventories;
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•
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increasing pressure on the prices for our products and services; and
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•
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creating longer sales cycles and greater difficulty in collecting sales proceeds.
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2012
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2011
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|||||||||||||||
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High
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Low
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High
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Low
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|||||||||||||
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First Quarter
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$ | 58.37 | $ | 45.67 | $ | 58.16 | $ | 52.41 | ||||||||
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Second Quarter
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56.91 | 48.14 | 65.86 | 54.12 | ||||||||||||
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Third Quarter
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61.00 | 49.63 | 65.68 | 48.78 | ||||||||||||
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Fourth Quarter
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65.54 | 57.21 | 55.26 | 43.06 | ||||||||||||
| 2012 | 2011 | |||||||
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First Quarter
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$ | 0.13 | $ | — | ||||
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Second Quarter
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0.13 | — | ||||||
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Third Quarter
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0.13 | — | ||||||
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Fourth Quarter
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0.15 | — |
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Period
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Total
Number of
Shares
Purchased
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Average
Price Paid
per Share
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Total
Number of
Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs (1)
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Maximum
Dollar Amount
of Shares That
May Yet Be
Purchased Under
the Plans or
Programs (1) (2)
(in millions)
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||||||
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Fiscal October (Sep. 30 – Nov. 3)
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2,077,500
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$
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59.50
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2,077,500
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$
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226.4
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||||
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Fiscal November (Nov. 4 – Dec. 1)
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2,327,000
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61.48
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2,327,000
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83.3
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||||||
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Fiscal December (Dec. 2 – Dec. 31)
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1,290,763
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64.56
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1,290,763
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—
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||||||
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Total Fourth Quarter
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5,695,263
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$
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61.45
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5,695,263
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$
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—
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(In millions except per share amounts)
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2012 (a)
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2011 (b)
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2010 (c)
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2009 (d)
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2008 (e)
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Statement of Income Data
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||||||||||||||||||||
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Revenues
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$ | 12,509.9 | $ | 11,558.8 | $ | 10,393.1 | $ | 9,741.0 | $ | 10,143.7 | ||||||||||
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Operating Income
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1,482.1 | 1,250.8 | 1,188.1 | 976.3 | 1,171.8 | |||||||||||||||
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Income from Continuing Operations
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1,258.4 | 1,023.4 | 986.1 | 807.1 | 939.6 | |||||||||||||||
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Net Income
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1,177.9 | 1,329.9 | 1,035.6 | 850.3 | 980.9 | |||||||||||||||
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Earnings per Share from Continuing
Operations:
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||||||||||||||||||||
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Basic
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3.46 | 2.69 | 2.45 | 1.96 | 2.24 | |||||||||||||||
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Diluted
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3.43 | 2.66 | 2.41 | 1.91 | 2.16 | |||||||||||||||
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Earnings per Share:
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||||||||||||||||||||
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Basic
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3.24 | 3.49 | 2.57 | 2.06 | 2.34 | |||||||||||||||
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Diluted
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3.21 | 3.46 | 2.53 | 2.01 | 2.25 | |||||||||||||||
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Cash Dividends Declared per Share
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.54 | — | — | — | — | |||||||||||||||
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Balance Sheet Data
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||||||||||||||||||||
|
Working Capital
|
$ | 2,741.5 | $ | 1,708.8 | $ | 2,425.2 | $ | 2,891.6 | $ | 2,805.7 | ||||||||||
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Total Assets
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27,444.6 | 26,833.7 | 21,349.4 | 21,625.0 | 21,090.0 | |||||||||||||||
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Long-term Obligations
|
7,031.2 | 5,755.2 | 2,031.3 | 2,064.0 | 2,003.1 | |||||||||||||||
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Shareholders' Equity
|
15,464.7 | 15,038.1 | 15,361.0 | 15,430.9 | 14,926.5 | |||||||||||||||
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(Dollars in millions)
|
2012
|
2011
|
||||||||||||||
|
Revenues
|
||||||||||||||||
|
Analytical Technologies
|
$ | 4,123.7 | 33.0 | % | $ | 3,845.4 | 33.3 | % | ||||||||
|
Specialty Diagnostics
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2,962.3 | 23.7 | % | 2,469.9 | 21.4 | % | ||||||||||
|
Laboratory Products and Services
|
5,990.0 | 47.9 | % | 5,762.9 | 49.9 | % | ||||||||||
|
Eliminations
|
(566.1 | ) | (4.6 | )% | (519.4 | ) | (4.6 | )% | ||||||||
| $ | 12,509.9 | 100 | % | $ | 11,558.8 | 100 | % | |||||||||
|
·
|
One Lambda, a provider of transplant diagnostics, was acquired in September 2012 to enhance the company’s presence in specialty
in vitro
diagnostics and add new capabilities to the company’s transplant-testing workflow.
|
|
·
|
Doe & Ingalls, a channel for specialty production chemicals and provider of customized supply-chain services to life sciences and microelectronics industries, was acquired in May 2012 to expand the company’s products and services that address the production market.
|
|
·
|
Phadia, a global leader in the development, manufacturing and marketing of complete blood-test systems to support the clinical diagnosis and monitoring of allergy and autoimmune diseases, was acquired in August 2011 to expand the company’s specialty diagnostics offerings.
|
|
·
|
Dionex, a global leader in the manufacturing and marketing of ion and liquid chromatography and sample preparation systems, consumables, and software for chemical analysis, was acquired in May 2011 to expand the company’s chromatography systems portfolio.
|
|
(Dollars in millions)
|
2012
|
2011
|
Change
|
|||||||||
|
Revenues
|
||||||||||||
|
Analytical Technologies
|
$ | 4,123.7 | $ | 3,845.4 | 7 | % | ||||||
|
Specialty Diagnostics
|
2,962.3 | 2,469.9 | 20 | % | ||||||||
|
Laboratory Products and Services
|
5,990.0 | 5,762.9 | 4 | % | ||||||||
|
Eliminations
|
(566.1 | ) | (519.4 | ) | 9 | % | ||||||
|
Consolidated Revenues
|
$ | 12,509.9 | $ | 11,558.8 | 8 | % | ||||||
|
Segment Income
|
||||||||||||
|
Analytical Technologies
|
$ | 772.7 | $ | 720.0 | 7 | % | ||||||
|
Specialty Diagnostics
|
761.2 | 598.4 | 27 | % | ||||||||
|
Laboratory Products and Services
|
846.0 | 810.9 | 4 | % | ||||||||
|
Subtotal Reportable Segments
|
2,379.9 | 2,129.3 | 12 | % | ||||||||
|
Cost of Revenues Charges
|
(55.6 | ) | (72.6 | ) | ||||||||
|
Selling, General and Administrative Income (Charges), Net
|
(12.5 | ) | (61.5 | ) | ||||||||
|
Restructuring and Other Costs, Net
|
(82.1 | ) | (96.5 | ) | ||||||||
|
Amortization of Acquisition-related Intangible Assets
|
(747.6 | ) | (647.9 | ) | ||||||||
|
Consolidated Operating Income
|
$ | 1,482.1 | $ | 1,250.8 | 18 | % | ||||||
|
Reportable Segments Operating Income Margin
|
19.0 | % | 18.4 | % | ||||||||
|
Consolidated Operating Income Margin
|
11.8 | % | 10.8 | % | ||||||||
|
(Dollars in millions)
|
2012
|
2011
|
Change
|
|||||||||
|
Revenues
|
$ | 4,123.7 | $ | 3,845.4 | 7 | % | ||||||
|
Operating Income Margin
|
18.7 | % | 18.7 | % | — | |||||||
|
(Dollars in millions)
|
2012
|
2011
|
Change
|
|||||||||
|
Revenues
|
$ | 2,962.3 | $ | 2,469.9 | 20 | % | ||||||
|
Operating Income Margin
|
25.7 | % | 24.2 | % | 1.5 | |||||||
|
(Dollars in millions)
|
2012
|
2011
|
Change
|
|||||||||
|
Revenues
|
$ | 5,990.0 | $ | 5,762.9 | 4 | % | ||||||
|
Operating Income Margin
|
14.1 | % | 14.1 | % | — | |||||||
|
(Dollars in millions)
|
2011
|
2010
|
Change
|
|||||||||
|
Revenues
|
||||||||||||
|
Analytical Technologies
|
$ | 3,845.4 | $ | 3,238.2 | 19 | % | ||||||
|
Specialty Diagnostics
|
2,469.9 | 2,149.0 | 15 | % | ||||||||
|
Laboratory Products and Services
|
5,762.9 | 5,473.0 | 5 | % | ||||||||
|
Eliminations
|
(519.4 | ) | (467.1 | ) | 11 | % | ||||||
|
Consolidated Revenues
|
$ | 11,558.8 | $ | 10,393.1 | 11 | % | ||||||
|
Segment Income
|
||||||||||||
|
Analytical Technologies
|
$ | 720.0 | $ | 550.1 | 31 | % | ||||||
|
Specialty Diagnostics
|
598.4 | 487.9 | 23 | % | ||||||||
|
Laboratory Products and Services
|
810.9 | 781.2 | 4 | % | ||||||||
|
Subtotal Reportable Segments
|
2,129.3 | 1,819.2 | 17 | % | ||||||||
|
Cost of Revenues Charges
|
(72.6 | ) | (13.2 | ) | ||||||||
|
Selling, General and Administrative Costs, Net
|
(61.5 | ) | (3.0 | ) | ||||||||
|
Restructuring and Other Costs, Net
|
(96.5 | ) | (60.2 | ) | ||||||||
|
Amortization of Acquisition-related Intangible Assets
|
(647.9 | ) | (554.7 | ) | ||||||||
|
Consolidated Operating Income
|
$ | 1,250.8 | $ | 1,188.1 | 5 | % | ||||||
|
Reportable Segments Operating Income Margin
|
18.4 | % | 17.5 | % | ||||||||
|
Consolidated Operating Income Margin
|
10.8 | % | 11.4 | % | ||||||||
|
(Dollars in millions)
|
2011
|
2010
|
Change
|
|||||||||
|
Revenues
|
$ | 3,845.4 | $ | 3,238.2 | 19 | % | ||||||
|
Operating Income Margin
|
18.7 | % | 17.0 | % | 1.7 | |||||||
|
(Dollars in millions)
|
2011
|
2010
|
Change
|
|||||||||
|
Revenues
|
$ | 2,469.9 | $ | 2,149.0 | 15 | % | ||||||
|
Operating Income Margin
|
24.2 | % | 22.7 | % | 1.5 | |||||||
|
(Dollars in millions)
|
2011
|
2010
|
Change
|
|||||||||
|
Revenues
|
$ | 5,762.9 | $ | 5,473.0 | 5 | % | ||||||
|
Operating Income Margin
|
14.1 | % | 14.3 | % | (0.2 | ) | ||||||
|
Payments due by Period or Expiration of Commitment
|
||||||||||||||||||||
|
(In millions)
|
2013
|
2014 and
2015
|
2016 and
2017
|
2018 and
Thereafter
|
Total
|
|||||||||||||||
|
Contractual Obligations and Other
|
||||||||||||||||||||
|
Commercial Commitments
|
||||||||||||||||||||
|
Debt principal, including short-
term debt (a)
|
$ | 92.6 | $ | 1,409.6 | $ | 1,901.2 | $ | 3,700.5 | $ | 7,103.9 | ||||||||||
|
Interest
|
223.9 | 422.1 | 303.5 | 479.1 | 1,428.6 | |||||||||||||||
|
Capital lease obligations
|
0.5 | 0.4 | — | — | 0.9 | |||||||||||||||
|
Operating lease obligations
|
107.2 | 145.7 | 63.4 | 43.0 | 359.3 | |||||||||||||||
|
Unconditional purchase
obligations (b)
|
248.8 | 25.8 | — | — | 274.6 | |||||||||||||||
|
Letters of credit and bank
guarantees
|
88.0 | 9.0 | 0.7 | 11.9 | 109.6 | |||||||||||||||
|
Surety bonds and other
guarantees
|
38.6 | 4.9 | — | — | 43.5 | |||||||||||||||
|
Pension obligations on balance
sheet
|
28.1 | 61.8 | 70.7 | 247.6 | 408.2 | |||||||||||||||
|
Asset retirement obligations
|
4.7 | 8.1 | 6.2 | 9.3 | 28.3 | |||||||||||||||
|
Acquisition-related contingent
consideration accrued on
balance sheet
|
4.6 | 14.7 | 0.8 | — | 20.1 | |||||||||||||||
|
Other (c)
|
3.4 | — | — | — | 3.4 | |||||||||||||||
| $ | 840.4 | $ | 2,102.1 | $ | 2,346.5 | $ | 4,491.4 | $ | 9,780.4 | |||||||||||
|
(a)
|
Amounts represent the expected cash payments for debt and do not include any deferred issuance costs.
|
|
(b)
|
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.
|
|
(c)
|
Obligation represents funding commitments pursuant to investments held by the company.
|
|
Date: February 27, 2013
|
THERMO FISHER SCIENTIFIC INC.
|
|
By:
/s/ Marc N. Casper
|
|
|
Marc N. Casper
|
|
|
President and Chief Executive Officer
|
|
Signature
|
Title
|
|
By:
/s/ Marc N. Casper
Marc N. Casper
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
By:
/s/ Jim P. Manzi
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/ Nelson J. Chai
Nelson J. Chai
|
Director
|
|
By:
/s/ C. Martin Harris
C. Martin Harris
|
Director
|
|
By:
/s/ Tyler E. Jacks
Tyler E. Jacks
|
Director
|
|
By:
/s/ Judy C. Lewent
Judy C. Lewent
|
Director
|
|
By:
/s/ Thomas J. Lynch
Thomas J. Lynch
|
Director
|
|
By:
/s/ William G. Parrett
William G. Parrett
|
Director
|
|
By:
/s/ Lars R. Sorensen
Lars R. Sorensen
|
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, dated as of December 12, 2010, among Thermo Fisher Scientific Inc., Weston D Merger Co., and Dionex Corporation (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed December 16, 2010 [File No. 1-8002] and incorporated in this document by reference).
|
||
| 2.2 |
Sale and Purchase Agreement dated May 19, 2011 among Thermo Fisher Scientific Inc., CB Diagnostics Luxembourg S.À R.L, and certain funds managed and advised by Cinven Limited (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed May 24, 2011 [File No. 1-8002] and incorporated in this document by reference).
|
||
| 2.3 |
Amendment dated August 18, 2011, to Sale and Purchase Agreement dated May 19, 2011 among Thermo Fisher Scientific Inc., CB Diagnostics Luxembourg S.ÀR.L., and certain funds managed and advised by Cinven Limited (filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed August 24, 2011 [File No. 1-8002] and incorporated in this document by reference).
|
||
| 2.4 |
Amended and Restated Warranty Deed dated as of August 23, 2011 among Thermo Fisher Scientific Inc., Igenza Cin AB, the Michael Land Family Trust and the warrantors named as parties thereto (filed as Exhibit 2.3 to the Registrant’s Current Report on Form 8-K filed August 24, 2011 [File No. 1-8002] and incorporated in this document by reference).
|
||
| 2.5 |
Agreement and Plan of Merger, dated July 15, 2012, by and among One Lambda, Inc., Thermo Fisher Scientific Inc., DKC Acquisition Corp. and Dr. Emiko Terasaki, as the transaction representative (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed July 18, 2012 [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 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 Registrant, as amended and effective as of July 12, 2011 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed July 14, 2011 [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).
|
||
| 4.3 |
Indenture dated as of November 20, 2009 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K with the SEC on November 20, 2009 [File No. 1-8002] and incorporated in this document by reference).
|
||
|
Exhibit
Number
|
Description of Exhibit
|
||
| 4.4 |
First Supplemental Indenture dated as of November 20, 2009 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K with the SEC on November 20, 2009 [File No. 1-8002] and incorporated in this document by reference).
|
||
| 4.5 |
Second Supplemental Indenture dated as of April 27, 2010 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K with the SEC on April 27, 2010 [File No. 1-8002] and incorporated in this document by reference).
|
||
| 4.6 |
Third Supplemental Indenture dated as of February 22, 2011 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K with the SEC on February 22, 2011 [File No. 1-8002] and incorporated in this document by reference).
|
||
| 4.7 |
Fourth Supplemental Indenture dated as of August 16, 2011 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed August 16, 2011 [File No. 1-8002] and incorporated in this document by reference).
|
||
| 4.8 |
Fifth Supplemental Indenture dated as of August 22, 2012 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed August 22, 2012 [File No. 1-8002] and incorporated in this document by reference).
|
||
| 10.1 |
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).*
|
||
| 10.2 |
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).*
|
||
| 10.3 |
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).*
|
||
| 10.4 |
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).*
|
||
| 10.5 |
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).*
|
||
| 10.6 |
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).*
|
||
| 10.7 |
Form of Executive Change in Control Retention Agreement for Officers (other than Marc Casper) 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).*
|
||
| 10.8 |
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).*
|
||
|
Exhibit
Number
|
Description of Exhibit
|
||
|
10.9
|
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 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).*
|
|
|
10.10
|
Summary of Thermo Fisher Scientific Inc. Annual Director Compensation.*
|
|
|
10.11
|
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).*
|
|
|
10.12
|
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).*
|
|
|
10.13
|
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 year ended December 31, 2004 [File No. 1-8002] and incorporated in this document by reference).*
|
|
|
10.14
|
Summary of 2012 Annual Cash Incentive Plan Matters (set forth in Item 5.02 to the Registrant’s Current Report on Form 8-K filed March 2, 2012 [File No. 1-8002] under the heading “Annual Cash Incentive Plans – Establishment of Criteria for 2012 Bonus” and incorporated in this document by reference).*
|
|
|
10.15
|
Form of Noncompetition Agreement between the Registrant and certain key employees and executive officers (filed as Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 [File No. 1-8002] and incorporated in this document by reference).*
|
|
|
10.16
|
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).*
|
|
|
10.17
|
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).*
|
|
|
10.18
|
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).*
|
|
|
10.19
|
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).*
|
|
|
10.20
|
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).*
|
|
|
10.21
|
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).*
|
|
|
10.22
|
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).*
|
|
Exhibit
Number
|
Description of Exhibit
|
||
|
10.23
|
Thermo Fisher Scientific Inc. Amended and Restated 2005 Deferred Compensation Plan, effective January 1, 2009 (filed as Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 [File No. 1-8002] and incorporated in this document by reference).*
|
|
|
10.24
|
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).*
|
|
|
10.25
|
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).*
|
|
|
10.26
|
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).*
|
|
|
10.27
|
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).*
|
|
|
10.28
|
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).*
|
|
|
10.29
|
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).*
|
|
|
10.30
|
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).*
|
|
|
10.31
|
Form of Executive Change in Control Retention Agreement for Officers (for officers appointed after February 26, 2009) (filed as Exhibit 10.55 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 [File No. 1-8002] and incorporated in this document by reference).*
|
|
|
10.32
|
Amendment No. 1 to Thermo Fisher Scientific Inc. Amended and Restated 2005 Deferred Compensation Plan (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2009 [File No. 1-8002] and incorporated in this document by reference).*
|
|
|
10.33
|
Stock Option Agreement, between Marc Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
|
|
|
10.34
|
Stock Option Agreement, between Marc Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
|
|
|
10.35
|
Time-Based Restricted Stock Unit Agreement between Marc Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
|
|
Exhibit
Number
|
Description of Exhibit
|
||
| 10.36 |
Performance-Based Restricted Stock Unit Agreement between Marc Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.37 |
2009 Restatement of Executive Severance Agreement, between Marc Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.38 |
Executive Change In Control Retention Agreement, between Marc Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.39 |
Noncompetition Agreement, between Marc Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.40 |
Amendment No. 1 to Executive Severance Policy, dated February 25, 2010 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 25, 2010 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.41 |
Amendment No. 1 to 2009 Restatement of Executive Severance Agreement, dated February 25, 2010, between the Registrant and Marc N. Casper (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 25, 2010 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.42 |
Form of Thermo Fisher Scientific Inc.’s March 2010 Restricted Stock Unit Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 10, 2010 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.43 |
Form of Thermo Fisher Scientific Inc.’s March 2010 Performance Restricted Stock Unit Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 10, 2010 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.44 |
Amendment No. 2 to Executive Severance Policy, dated November 10, 2010 (filed as Exhibit 10.54 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.45 |
Amendment No. 2 to 2009 Restatement of Executive Severance Agreement, dated November 10, 2010, between the Registrant and Marc N. Casper (filed as Exhibit 10.55 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.46 |
Amendment No. 1 to Executive Change In Control Retention Agreement, dated November 10, 2010, between Marc N. Casper and the Registrant (filed as Exhibit 10.56 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.47 |
Amendment to 2008 Stock Incentive Plan dated November 10, 2010 (filed as Exhibit 10.57 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.48 |
Form of Thermo Fisher Scientific Inc.’s February 2011 Restricted Stock Unit Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed February 24, 2011 [File No. 1-8002] and incorporated in this document by reference).*
|
||
|
Exhibit
Number
|
Description of Exhibit
|
||
| 10.49 |
Form of Thermo Fisher Scientific Inc.’s February 2011 Stock Option Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 24, 2011 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.50 |
Stock Option Agreement, between Marc Casper and the Registrant, dated February 23, 2011 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 24, 2011 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.51 |
Form of Thermo Fisher Scientific Inc.’s February 2011 Restricted Stock Unit Agreement for Directors (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2011 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.52 |
Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper, dated March 2, 2012 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 2, 2012 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.53 |
Form of Thermo Fisher Scientific Inc.’s March 2012 Performance Restricted Stock Unit Agreement for Band VII Officers (other than Marc Casper) (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed March 2, 2012 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.54 |
Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper, dated March 2, 2012 (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed March 2, 2012 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.55 |
Form of Thermo Fisher Scientific Inc.’s March 2012 Restricted Stock Unit Agreement for Band VII Officers (other than Marc Casper) (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed March 2, 2012 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.56 |
Credit Agreement, dated April 11, 2012, among the Company, certain Subsidiaries of the Company from time to time party thereto, Bank of America, N.A., and each lender from time to time party thereto (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 13, 2012 [File No. 1-8002] and incorporated in this document by reference).
|
||
| 10.57 |
364-Day Credit Agreement, dated April 11, 2012, among the Company, Bank of America, N.A., and each lender from time to time party thereto (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed April 13, 2012 [File No. 1-8002] and incorporated in this document by reference).
|
||
| 10.58 |
Form of Thermo Fisher Scientific Inc.’s February 2013 Performance Restricted Stock Unit Agreement (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.59 |
Form of Thermo Fisher Scientific Inc.’s February 2013 Restricted Stock Unit Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.60 |
Form of Thermo Fisher Scientific Inc.’s February 2013 Stock Option Agreement (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.61 |
Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper, dated February 26, 2013 (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
|
||
|
Exhibit
Number
|
Description of Exhibit
|
||
| 10.62 |
Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper, dated February 26, 2013 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
|
||
| 10.63 |
Stock Option Agreement between Thermo Fisher Scientific Inc. and Marc Casper, dated February 26, 2013 (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [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.**
|
||
|
101.INS
|
XBRL Instance Document.
|
||
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
||
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document.
|
||
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document.
|
||
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document.
|
||
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document.
|
||
|
*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 Balance Sheet as of December 31, 2012 and 2011
|
F-3
|
|
Consolidated Statement of Income for the years ended December 31, 2012, 2011 and 2010
|
F-5
|
|
Consolidated Statement of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010
|
F-6
|
|
Consolidated Statement of Cash Flows for the years ended December 31, 2012, 2011 and 2010
|
F-7
|
|
Consolidated Statement of Shareholders’ Equity for the years ended December 31, 2012, 2011 and 2010
|
F-9
|
|
Notes to Consolidated Financial Statements
|
F-10
|
|
Schedule II – Valuation and Qualifying Accounts
|
F-62
|
|
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.
|
|
December 31,
|
December 31,
|
|||||||
|
(In millions)
|
2012
|
2011
|
||||||
|
Assets
|
||||||||
|
Current Assets:
|
||||||||
|
Cash and cash equivalents
|
$ | 851.0 | $ | 1,016.3 | ||||
|
Short-term investments, at quoted market value (cost of $4.8 and $4.8)
|
4.3 | 4.3 | ||||||
|
Accounts receivable, less allowances of $55.5 and $65.8
|
1,804.9 | 1,763.7 | ||||||
|
Inventories
|
1,443.3 | 1,330.1 | ||||||
|
Deferred tax assets
|
182.0 | 157.8 | ||||||
|
Other current assets
|
549.3 | 549.7 | ||||||
| 4,834.8 | 4,821.9 | |||||||
|
Property, Plant and Equipment, at Cost, Net
|
1,726.4 | 1,611.3 | ||||||
|
Acquisition-related Intangible Assets, Net
|
7,804.5 | 7,815.9 | ||||||
|
Other Assets
|
604.4 | 611.3 | ||||||
|
Goodwill
|
12,474.5 | 11,973.3 | ||||||
| $ | 27,444.6 | $ | 26,833.7 | |||||
|
December 31,
|
December 31,
|
|||||||
|
(In millions except share amounts)
|
2012
|
2011
|
||||||
|
Liabilities and Shareholders' Equity
|
||||||||
|
Current Liabilities:
|
||||||||
|
Short-term obligations and current maturities of long-term obligations
|
$ | 93.1 | $ | 1,272.8 | ||||
|
Accounts payable
|
641.4 | 612.3 | ||||||
|
Accrued payroll and employee benefits
|
388.0 | 324.4 | ||||||
|
Deferred revenue
|
196.5 | 192.5 | ||||||
|
Other accrued expenses
|
774.3 | 711.1 | ||||||
| 2,093.3 | 3,113.1 | |||||||
|
Deferred Income Taxes
|
2,047.2 | 2,229.3 | ||||||
|
Other Long-term Liabilities
|
808.2 | 698.0 | ||||||
|
Long-term Obligations
|
7,031.2 | 5,755.2 | ||||||
|
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; 413,491,691 and
406,416,940 shares issued
|
413.5 | 406.4 | ||||||
|
Capital in excess of par value
|
10,501.1 | 10,152.0 | ||||||
|
Retained earnings
|
7,697.3 | 6,716.3 | ||||||
|
Treasury stock at cost, 56,047,926 and 35,033,919 shares
|
(2,996.8 | ) | (1,837.1 | ) | ||||
|
Accumulated other comprehensive items
|
(150.4 | ) | (399.5 | ) | ||||
| 15,464.7 | 15,038.1 | |||||||
| $ | 27,444.6 | $ | 26,833.7 | |||||
|
Year Ended
|
||||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
|
(In millions except per share amounts)
|
2012
|
2011
|
2010
|
|||||||||
|
Revenues
|
||||||||||||
|
Product revenues
|
$ | 10,777.6 | $ | 9,896.6 | $ | 8,977.7 | ||||||
|
Service revenues
|
1,732.3 | 1,662.2 | 1,415.4 | |||||||||
| 12,509.9 | 11,558.8 | 10,393.1 | ||||||||||
|
Costs and Operating Expenses:
|
||||||||||||
|
Cost of product revenues
|
6,101.3 | 5,733.4 | 5,264.7 | |||||||||
|
Cost of service revenues
|
1,113.1 | 1,031.4 | 866.9 | |||||||||
|
Selling, general and administrative expenses
|
3,354.9 | 3,106.5 | 2,728.8 | |||||||||
|
Research and development expenses
|
376.4 | 340.2 | 284.4 | |||||||||
|
Restructuring and other costs, net
|
82.1 | 96.5 | 60.2 | |||||||||
| 11,027.8 | 10,308.0 | 9,205.0 | ||||||||||
|
Operating Income
|
1,482.1 | 1,250.8 | 1,188.1 | |||||||||
|
Other Expense, Net
|
(212.7 | ) | (118.0 | ) | (100.4 | ) | ||||||
|
Income from Continuing Operations Before Income Taxes
|
1,269.4 | 1,132.8 | 1,087.7 | |||||||||
|
Provision for Income Taxes
|
(11.0 | ) | (109.4 | ) | (101.6 | ) | ||||||
|
Income from Continuing Operations
|
1,258.4 | 1,023.4 | 986.1 | |||||||||
|
(Loss) Income from Discontinued Operations (net of income tax (benefit)
provision of $(10.8), $1.2 and $29.9)
|
(19.2 | ) | 1.7 | 47.0 | ||||||||
|
(Loss) Gain on Disposal of Discontinued Operations, Net (net of income
tax (benefit) provision of $(33.2), $190.3 and $1.5)
|
(61.3 | ) | 304.8 | 2.5 | ||||||||
|
Net Income
|
$ | 1,177.9 | $ | 1,329.9 | $ | 1,035.6 | ||||||
|
Earnings per Share from Continuing Operations
|
||||||||||||
|
Basic
|
$ | 3.46 | $ | 2.69 | $ | 2.45 | ||||||
|
Diluted
|
$ | 3.43 | $ | 2.66 | $ | 2.41 | ||||||
|
Earnings per Share
|
||||||||||||
|
Basic
|
$ | 3.24 | $ | 3.49 | $ | 2.57 | ||||||
|
Diluted
|
$ | 3.21 | $ | 3.46 | $ | 2.53 | ||||||
|
Weighted Average Shares
|
||||||||||||
|
Basic
|
363.8 | 380.8 | 403.3 | |||||||||
|
Diluted
|
366.6 | 384.8 | 409.4 | |||||||||
|
Cash Dividends Declared per Common Share
|
$ | .54 | $ | — | $ | — | ||||||
|
Year Ended
|
||||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
|
(In millions)
|
2012
|
2011
|
2010
|
|||||||||
|
Comprehensive Income (Loss)
|
||||||||||||
|
Net Income
|
$ | 1,177.9 | $ | 1,329.9 | $ | 1,035.6 | ||||||
|
Other Comprehensive Items:
|
||||||||||||
|
Currency translation adjustment
|
293.7 | (340.8 | ) | (27.2 | ) | |||||||
|
Unrealized gains on available-for-sale investments (net of tax
provision of $0.1, $1.1 and $0.5)
|
0.7 | 3.6 | 1.0 | |||||||||
|
Unrealized gains (losses) on hedging instruments (net of tax
provision (benefit) of $2.0, $(21.7) and $0.1)
|
3.3 | (35.4 | ) | 0.2 | ||||||||
|
Pension and other postretirement benefit liability adjustments
(net of tax benefit of $18.4, $36.9 and $9.7)
|
(48.6 | ) | (70.5 | ) | (22.4 | ) | ||||||
| 249.1 | (443.1 | ) | (48.4 | ) | ||||||||
| $ | 1,427.0 | $ | 886.8 | $ | 987.2 | |||||||
|
Year Ended
|
||||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
|
(In millions)
|
2012
|
2011
|
2010
|
|||||||||
|
Operating Activities
|
||||||||||||
|
Net Income
|
$ | 1,177.9 | $ | 1,329.9 | $ | 1,035.6 | ||||||
|
Loss (income) from discontinued operations
|
19.2 | (1.7 | ) | (47.0 | ) | |||||||
|
Loss (gain) on disposal of discontinued operations
|
61.3 | (304.8 | ) | (2.5 | ) | |||||||
|
Income from continuing operations
|
1,258.4 | 1,023.4 | 986.1 | |||||||||
|
Adjustments to reconcile income from continuing operations to net cash p
rovided by operating activities:
|
||||||||||||
|
Depreciation and amortization
|
983.7 | 859.6 | 739.7 | |||||||||
|
Change in deferred income taxes
|
(301.6 | ) | (123.1 | ) | (266.5 | ) | ||||||
|
Non-cash stock-based compensation
|
78.2 | 80.0 | 81.6 | |||||||||
|
Non-cash charges for sale of inventories revalued at the date of acquisition
|
52.4 | 69.5 | 11.4 | |||||||||
|
Tax benefits from stock-based compensation awards
|
(22.7 | ) | (16.9 | ) | (12.8 | ) | ||||||
|
Other non-cash expenses, net
|
53.8 | 49.5 | 72.8 | |||||||||
|
Changes in assets and liabilities, excluding the effects of acquisitions
and dispositions:
|
||||||||||||
|
Accounts receivable
|
12.0 | (101.2 | ) | (70.8 | ) | |||||||
|
Inventories
|
(59.9 | ) | (28.6 | ) | (24.1 | ) | ||||||
|
Other assets
|
(100.3 | ) | (136.8 | ) | (78.0 | ) | ||||||
|
Accounts payable
|
10.0 | 33.8 | (0.5 | ) | ||||||||
|
Other liabilities
|
127.2 | (7.3 | ) | 35.6 | ||||||||
|
Contributions to retirement plans
|
(23.3 | ) | (25.3 | ) | (24.4 | ) | ||||||
|
Net cash provided by continuing operations
|
2,067.9 | 1,676.6 | 1,450.1 | |||||||||
|
Net cash (used in) provided by discontinued operations
|
(28.4 | ) | 14.4 | 47.7 | ||||||||
|
Net cash provided by operating activities
|
2,039.5 | 1,691.0 | 1,497.8 | |||||||||
|
Investing Activities
|
||||||||||||
|
Acquisitions, net of cash acquired
|
(1,083.4 | ) | (5,690.3 | ) | (606.2 | ) | ||||||
|
Purchase of property, plant and equipment
|
(315.1 | ) | (260.9 | ) | (245.4 | ) | ||||||
|
Proceeds from sale of property, plant and equipment
|
12.8 | 8.2 | 10.2 | |||||||||
|
Proceeds from sale of investments
|
1.9 | 19.5 | 9.0 | |||||||||
|
Proceeds from sale of businesses, net of cash divested
|
— | 13.8 | — | |||||||||
|
Proceeds from derivative instruments related to Phadia acquisition
|
— | 27.6 | — | |||||||||
|
Other investing activities, net
|
(0.8 | ) | (6.0 | ) | (10.1 | ) | ||||||
|
Net cash used in continuing operations
|
(1,384.6 | ) | (5,888.1 | ) | (842.5 | ) | ||||||
| Net cash provided by (used in) discontinued operations | 58.8 | 745.9 | (16.4 | ) | ||||||||
|
Net cash used in investing activities
|
$ | (1,325.8 | ) | $ | (5,142.2 | ) | $ | (858.9 | ) |
|
Year Ended
|
||||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
|
(In millions)
|
2012
|
2011
|
2010
|
|||||||||
|
Financing Activities
|
||||||||||||
|
Net proceeds from issuance of long-term debt
|
$ | 1,282.1 | $ | 4,254.1 | $ | 741.4 | ||||||
|
(Decrease) increase in commercial paper, net
|
(849.3 | ) | 899.3 | — | ||||||||
|
Settlement of convertible debt
|
— | (452.0 | ) | (600.8 | ) | |||||||
|
Redemption and repayment of long-term obligations
|
(354.5 | ) | (1.4 | ) | (505.4 | ) | ||||||
|
Purchases of company common stock
|
(1,150.0 | ) | (1,337.5 | ) | (1,012.5 | ) | ||||||
|
Dividends paid
|
(142.2 | ) | — | — | ||||||||
|
Net proceeds from issuance of company common stock
|
254.1 | 158.1 | 77.3 | |||||||||
|
Tax benefits from stock-based compensation awards
|
22.7 | 16.9 | 12.8 | |||||||||
|
Increase (decrease) in short-term notes payable
|
24.0 | 9.2 | (7.9 | ) | ||||||||
|
Other financing activities, net
|
(4.6 | ) | 3.9 | — | ||||||||
|
Net cash (used in) provided by financing activities
|
(917.7 | ) | 3,550.6 | (1,295.1 | ) | |||||||
|
Exchange Rate Effect on Cash
|
38.7 | (0.2 | ) | 9.2 | ||||||||
|
(Decrease) Increase in Cash and Cash Equivalents
|
(165.3 | ) | 99.2 | (647.0 | ) | |||||||
|
Cash and Cash Equivalents at Beginning of Period
|
1,016.3 | 917.1 | 1,564.1 | |||||||||
|
Cash and Cash Equivalents at End of Period
|
$ | 851.0 | $ | 1,016.3 | $ | 917.1 | ||||||
|
See Note 13 for supplemental cash flow information.
|
||||||||||||
|
Accumulated
|
||||||||||||||||||||||||||||||||
|
Capital in
|
Other
|
Total
|
||||||||||||||||||||||||||||||
|
Common Stock
|
Excess of
|
Retained
|
Treasury Stock
|
Comprehensive
|
Shareholders'
|
|||||||||||||||||||||||||||
|
(In millions)
|
Shares
|
Amount
|
Par Value
|
Earnings
|
Shares
|
Amount
|
Items
|
Equity
|
||||||||||||||||||||||||
|
Balance at December 31, 2009
|
423.9 | $ | 423.9 | $ | 11,140.7 | $ | 4,350.8 | 14.6 | $ | (576.5 | ) | $ | 92.0 | $ | 15,430.9 | |||||||||||||||||
|
Retirement of treasury shares
|
(25.0 | ) | (25.0 | ) | (1,081.3 | ) | — | (25.0 | ) | 1,106.3 | — | — | ||||||||||||||||||||
|
Issuance of shares under
employees'
and directors'
stock plans
|
2.9 | 2.9 | 80.5 | — | 0.1 | (7.8 | ) | — | 75.6 | |||||||||||||||||||||||
|
Settlement of convertible debt
|
— | — | (216.1 | ) | — | — | — | — | (216.1 | ) | ||||||||||||||||||||||
|
Stock-based compensation
|
— | — | 83.1 | — | — | — | — | 83.1 | ||||||||||||||||||||||||
|
Tax benefit related to employees'
and directors' stock plans
|
— | — | 10.9 | — | — | — | — | 10.9 | ||||||||||||||||||||||||
|
Purchases of company common
stock
|
— | — | — | — | 20.7 | (1,012.5 | ) | — | (1,012.5 | ) | ||||||||||||||||||||||
|
Net income
|
— | — | — | 1,035.6 | — | — | — | 1,035.6 | ||||||||||||||||||||||||
|
Other comprehensive items
|
— | — | — | — | — | — | (48.4 | ) | (48.4 | ) | ||||||||||||||||||||||
|
Other
|
— | — | 1.9 | — | — | — | — | 1.9 | ||||||||||||||||||||||||
|
Balance at December 31, 2010
|
401.8 | $ | 401.8 | $ | 10,019.7 | $ | 5,386.4 | 10.4 | $ | (490.5 | ) | $ | 43.6 | $ | 15,361.0 | |||||||||||||||||
|
Issuance of shares under
employees'
and directors'
stock plans
|
4.6 | 4.6 | 160.3 | — | 0.1 | (9.1 | ) | — | 155.8 | |||||||||||||||||||||||
|
Settlement of convertible debt
|
— | — | (122.8 | ) | — | — | — | — | (122.8 | ) | ||||||||||||||||||||||
|
Stock-based compensation
|
— | — | 80.2 | — | — | — | — | 80.2 | ||||||||||||||||||||||||
|
Tax benefit related to employees'
and directors' stock plans
|
— | — | 14.6 | — | — | — | — | 14.6 | ||||||||||||||||||||||||
|
Purchases of company common
stock
|
— | — | — | — | 24.5 | (1,337.5 | ) | — | (1,337.5 | ) | ||||||||||||||||||||||
|
Net income
|
— | — | — | 1,329.9 | — | — | — | 1,329.9 | ||||||||||||||||||||||||
|
Other comprehensive items
|
— | — | — | — | — | — | (443.1 | ) | (443.1 | ) | ||||||||||||||||||||||
|
Balance at December 31, 2011
|
406.4 | $ | 406.4 | $ | 10,152.0 | $ | 6,716.3 | 35.0 | $ | (1,837.1 | ) | $ | (399.5 | ) | $ | 15,038.1 | ||||||||||||||||
|
Issuance of shares under
employees'
and directors'
stock plans
|
7.1 | 7.1 | 254.7 | — | 0.2 | (9.7 | ) | — | 252.1 | |||||||||||||||||||||||
|
Stock-based compensation
|
— | — | 78.2 | — | — | — | — | 78.2 | ||||||||||||||||||||||||
|
Tax benefit related to employees'
and directors' stock plans
|
— | — | 18.7 | — | — | — | — | 18.7 | ||||||||||||||||||||||||
|
Purchases of company common
stock
|
— | — | — | — | 20.8 | (1,150.0 | ) | — | (1,150.0 | ) | ||||||||||||||||||||||
|
Dividends declared
|
— | — | — | (196.9 | ) | — | — | — | (196.9 | ) | ||||||||||||||||||||||
|
Net income
|
— | — | — | 1,177.9 | — | — | — | 1,177.9 | ||||||||||||||||||||||||
|
Other comprehensive items
|
— | — | — | — | — | — | 249.1 | 249.1 | ||||||||||||||||||||||||
|
Other
|
— | — | (2.5 | ) | — | — | — | — | (2.5 | ) | ||||||||||||||||||||||
|
Balance at December 31, 2012
|
413.5 | $ | 413.5 | $ | 10,501.1 | $ | 7,697.3 | 56.0 | $ | (2,996.8 | ) | $ | (150.4 | ) | $ | 15,464.7 | ||||||||||||||||
|
Year Ended
|
||||||||
|
December 31,
|
December 31,
|
|||||||
|
(In millions)
|
2012
|
2011
|
||||||
|
Beginning Balance
|
$ | 42.2 | $ | 41.7 | ||||
|
Provision charged to income
|
66.2 | 54.4 | ||||||
|
Usage
|
(59.3 | ) | (55.1 | ) | ||||
|
Acquisitions
|
— | 3.0 | ||||||
|
Adjustments to previously provided warranties, net
|
0.1 | (1.2 | ) | |||||
|
Other, net
|
(0.5 | ) | (0.6 | ) | ||||
|
Ending Balance
|
$ | 48.7 | $ | 42.2 | ||||
|
December 31,
|
December 31,
|
|||||||
|
(In millions)
|
2012
|
2011
|
||||||
|
Raw Materials
|
$ | 362.0 | $ | 335.2 | ||||
|
Work in Process
|
149.7 | 129.3 | ||||||
|
Finished Goods
|
931.6 | 865.6 | ||||||
| $ | 1,443.3 | $ | 1,330.1 | |||||
|
December 31,
|
December 31,
|
|||||||
|
(In millions)
|
2012
|
2011
|
||||||
|
Land
|
$ | 216.6 | $ | 179.9 | ||||
|
Buildings and Improvements
|
805.5 | 747.4 | ||||||
|
Machinery, Equipment and Leasehold Improvements
|
1,829.9 | 1,647.6 | ||||||
| 2,852.0 | 2,574.9 | |||||||
|
Less: Accumulated Depreciation and Amortization
|
1,125.6 | 963.6 | ||||||
| $ | 1,726.4 | $ | 1,611.3 | |||||
|
December 31, 2012
|
December 31, 2011
|
|||||||||||||||||||||||
|
Accumulated
|
Accumulated
|
|||||||||||||||||||||||
|
(In millions)
|
Gross
|
Amortization
|
Net
|
Gross
|
Amortization
|
Net
|
||||||||||||||||||
|
Continuing Operations:
|
||||||||||||||||||||||||
|
Definite Lives:
|
||||||||||||||||||||||||
|
Customer relationships
|
$ | 7,047.0 | $ | (2,617.6 | ) | $ | 4,429.4 | $ | 6,572.6 | $ | (2,146.5 | ) | $ | 4,426.1 | ||||||||||
|
Product technology
|
2,512.9 | (958.6 | ) | 1,554.3 | 2,268.5 | (726.7 | ) | 1,541.8 | ||||||||||||||||
|
Tradenames
|
807.8 | (330.5 | ) | 477.3 | 763.0 | (264.9 | ) | 498.1 | ||||||||||||||||
|
Patents
|
19.7 | (19.2 | ) | 0.5 | 19.5 | (18.5 | ) | 1.0 | ||||||||||||||||
|
Other
|
15.7 | (13.3 | ) | 2.4 | 13.6 | (12.7 | ) | 0.9 | ||||||||||||||||
| 10,403.1 | (3,939.2 | ) | 6,463.9 | 9,637.2 | (3,169.3 | ) | 6,467.9 | |||||||||||||||||
|
Indefinite Lives:
|
||||||||||||||||||||||||
|
Tradenames
|
1,326.9 | — | 1,326.9 | 1,326.9 | — | 1,326.9 | ||||||||||||||||||
|
In-process research
and development
|
13.7 | — | 13.7 | 21.1 | — | 21.1 | ||||||||||||||||||
| 1,340.6 | — | 1,340.6 | 1,348.0 | — | 1,348.0 | |||||||||||||||||||
| $ | 11,743.7 | $ | (3,939.2 | ) | $ | 7,804.5 | $ | 10,985.2 | $ | (3,169.3 | ) | $ | 7,815.9 | |||||||||||
|
(In millions)
|
||||
|
2013
|
$ | 765.7 | ||
|
2014
|
742.2 | |||
|
2015
|
724.9 | |||
|
2016
|
687.0 | |||
|
2017
|
679.0 | |||
|
2018 and thereafter
|
2,865.1 | |||
| $ | 6,463.9 | |||
|
(In millions)
|
Analytical
Technologies
|
Specialty
Diagnostics
|
Laboratory
Products and
Services
|
Total
|
||||||||||||
|
Balance at December 31, 2010
|
$ | 1,849.5 | $ | 2,192.9 | $ | 4,938.5 | $ | 8,980.9 | ||||||||
|
Acquisitions
|
1,316.9 | 1,828.8 | 18.4 | 3,164.1 | ||||||||||||
|
Finalization of purchase price allocations for 2010
acquisitions
|
(4.4 | ) | — | 5.0 | 0.6 | |||||||||||
|
Sale of businesses
|
(0.1 | ) | — | (9.9 | ) | (10.0 | ) | |||||||||
|
Currency translation
|
(7.7 | ) | (150.1 | ) | (1.9 | ) | (159.7 | ) | ||||||||
|
Other
|
(0.6 | ) | (1.0 | ) | (1.0 | ) | (2.6 | ) | ||||||||
|
Balance at December 31, 2011
|
3,153.6 | 3,870.6 | 4,949.1 | 11,973.3 | ||||||||||||
|
Acquisitions
|
15.6 | 273.5 | 81.1 | 370.2 | ||||||||||||
|
Finalization of purchase price allocations for 2011
acquisitions
|
(0.9 | ) | (3.4 | ) | — | (4.3 | ) | |||||||||
|
Revision to goodwill allocable to discontinued
operations
|
— | — | 13.1 | 13.1 | ||||||||||||
|
Currency translation
|
10.0 | 106.7 | 6.0 | 122.7 | ||||||||||||
|
Other
|
18.2 | (18.2 | ) | (0.5 | ) | (0.5 | ) | |||||||||
|
Balance at December 31, 2012
|
$ | 3,196.5 | $ | 4,229.2 | $ | 5,048.8 | $ | 12,474.5 | ||||||||
|
(In millions)
|
One Lambda
|
Doe &
Ingalls
|
Other
|
Total
|
||||||||||||
|
Purchase Price
|
||||||||||||||||
|
Cash paid
|
$ | 878.8 | $ | 174.8 | $ | 25.4 | $ | 1,079.0 | ||||||||
|
Purchase price payable
|
7.3 | — | — | 7.3 | ||||||||||||
|
Fair value of contingent consideration
|
13.1 | 1.5 | 5.3 | 19.9 | ||||||||||||
|
Cash acquired
|
(1.3 | ) | — | — | (1.3 | ) | ||||||||||
| $ | 897.9 | $ | 176.3 | $ | 30.7 | $ | 1,104.9 | |||||||||
|
Net Assets Acquired
|
||||||||||||||||
|
Current assets
|
$ | 110.1 | $ | 21.9 | $ | 2.2 | $ | 134.2 | ||||||||
|
Property, plant and equipment
|
30.3 | 11.6 | 0.1 | 42.0 | ||||||||||||
|
Intangible assets:
|
||||||||||||||||
|
Customer relationships
|
330.7 | 68.1 | 3.2 | 402.0 | ||||||||||||
|
Product technology
|
172.5 | 1.1 | 13.9 | 187.5 | ||||||||||||
|
Tradenames and other
|
17.2 | 16.8 | — | 34.0 | ||||||||||||
|
Goodwill
|
273.5 | 81.1 | 15.6 | 370.2 | ||||||||||||
|
Other assets
|
— | 0.5 | — | 0.5 | ||||||||||||
|
Liabilities assumed
|
(36.4 | ) | (24.8 | ) | (4.3 | ) | (65.5 | ) | ||||||||
| $ | 897.9 | $ | 176.3 | $ | 30.7 | $ | 1,104.9 | |||||||||
|
(In millions)
|
Phadia
|
Dionex
|
Other
|
Total
|
||||||||||||
|
Purchase Price
|
||||||||||||||||
|
Cash paid
|
$ | 3,655.2 | $ | 2,140.8 | $ | 97.7 | $ | 5,893.7 | ||||||||
|
Debt assumed
|
0.3 | 3.2 | — | 3.5 | ||||||||||||
|
Purchase price payable
|
— | — | 0.4 | 0.4 | ||||||||||||
|
Fair value of contingent consideration
|
— | — | 1.4 | 1.4 | ||||||||||||
|
Cash acquired
|
(117.2 | ) | (114.9 | ) | (0.9 | ) | (233.0 | ) | ||||||||
| $ | 3,538.3 | $ | 2,029.1 | $ | 98.6 | $ | 5,666.0 | |||||||||
|
Net Assets Acquired
|
||||||||||||||||
|
Current assets
|
$ | 328.1 | $ | 227.8 | $ | 25.0 | $ | 580.9 | ||||||||
|
Property, plant and equipment
|
150.2 | 87.8 | 29.0 | 267.0 | ||||||||||||
|
Intangible assets:
|
||||||||||||||||
|
Customer relationships
|
956.8 | 495.3 | 17.6 | 1,469.7 | ||||||||||||
|
Product technology
|
696.3 | 350.2 | 20.0 | 1,066.5 | ||||||||||||
|
In-process research and development
|
— | 18.3 | — | 18.3 | ||||||||||||
|
Tradenames and other
|
132.6 | 35.7 | 3.6 | 171.9 | ||||||||||||
|
Goodwill
|
1,813.6 | 1,317.8 | 30.2 | 3,161.6 | ||||||||||||
|
Other assets
|
67.9 | 3.1 | 1.2 | 72.2 | ||||||||||||
|
Liabilities assumed
|
(607.2 | ) | (506.9 | ) | (28.0 | ) | (1,142.1 | ) | ||||||||
| $ | 3,538.3 | $ | 2,029.1 | $ | 98.6 | $ | 5,666.0 | |||||||||
|
(In millions)
|
Ahura
Scientific
|
Finnzymes
|
Fermentas
|
Other
|
Total
|
|||||||||||||||
|
Purchase Price
|
||||||||||||||||||||
|
Cash paid
|
$ | 164.0 | $ | 59.0 | $ | 278.7 | $ | 150.6 | $ | 652.3 | ||||||||||
|
Debt assumed
|
0.6 | — | 3.6 | 1.1 | 5.3 | |||||||||||||||
|
Fair value of contingent consideration
|
19.6 | — | — | 3.9 | 23.5 | |||||||||||||||
|
Cash acquired
|
(17.8 | ) | (0.7 | ) | (21.9 | ) | (5.4 | ) | (45.8 | ) | ||||||||||
| $ | 166.4 | $ | 58.3 | $ | 260.4 | $ | 150.2 | $ | 635.3 | |||||||||||
|
Net Assets Acquired
|
||||||||||||||||||||
|
Current assets
|
$ | 22.3 | $ | 6.1 | $ | 23.3 | $ | 29.4 | $ | 81.1 | ||||||||||
|
Property, plant and equipment
|
3.3 | 3.4 | 9.6 | 4.1 | 20.4 | |||||||||||||||
|
Intangible assets:
|
||||||||||||||||||||
|
Customer relationships
|
46.1 | 16.1 | 67.9 | 40.6 | 170.7 | |||||||||||||||
|
Product technology
|
30.4 | 18.6 | 73.5 | 24.8 | 147.3 | |||||||||||||||
|
In-process research and development
|
— | — | — | 4.4 | 4.4 | |||||||||||||||
|
Tradenames and other
|
0.4 | 0.1 | 5.3 | 4.4 | 10.2 | |||||||||||||||
|
Goodwill
|
109.9 | 24.8 | 117.2 | 62.5 | 314.4 | |||||||||||||||
|
Other assets
|
0.1 | 2.0 | 3.0 | 9.0 | 14.1 | |||||||||||||||
|
Liabilities assumed
|
(46.1 | ) | (12.8 | ) | (39.4 | ) | (29.0 | ) | (127.3 | ) | ||||||||||
| $ | 166.4 | $ | 58.3 | $ | 260.4 | $ | 150.2 | $ | 635.3 | |||||||||||
|
(In millions except per share amounts)
|
2012
|
2011
|
||||||
|
Revenues
|
$ | 12,643.0 | $ | 12,292.1 | ||||
|
Income from Continuing Operations
|
$ | 1,338.5 | $ | 1,133.9 | ||||
|
Net Income
|
$ | 1,258.0 | $ | 1,440.3 | ||||
|
Earnings per Share from Continuing Operations:
|
||||||||
|
Basic
|
$ | 3.68 | $ | 2.98 | ||||
|
Diluted
|
$ | 3.65 | $ | 2.95 | ||||
|
Earnings per Share:
|
||||||||
|
Basic
|
$ | 3.46 | $ | 3.78 | ||||
|
Diluted
|
$ | 3.43 | $ | 3.74 | ||||
|
·
|
Pre-tax increase in income of $16.1 million in 2012, relating to acquisition-related transaction costs incurred by the company and One Lambda.
|
|
·
|
Pre-tax increase in income of $14.1 million in 2012, for the sale of One Lambda inventory revalued at the date of acquisition.
|
|
·
|
|
·
|
|
·
|
Pre-tax increase in income of $80.6 million in 2011, for acquisition-related transaction costs incurred by the company, Dionex and Phadia.
|
|
(In millions)
|
2012
|
2011
|
2010
|
||||||||
|
Revenues
|
|||||||||||
|
Analytical Technologies
|
$
|
4,123.7
|
$
|
3,845.4
|
$
|
3,238.2
|
|||||
|
Specialty Diagnostics
|
2,962.3
|
2,469.9
|
2,149.0
|
||||||||
|
Laboratory Products and Services
|
5,990.0
|
5,762.9
|
5,473.0
|
||||||||
|
Eliminations
|
(566.1)
|
(519.4)
|
(467.1)
|
||||||||
|
Consolidated revenues
|
12,509.9
|
11,558.8
|
10,393.1
|
||||||||
|
Segment Income
|
|||||||||||
|
Analytical Technologies (a)
|
772.7
|
720.0
|
550.1
|
||||||||
|
Specialty Diagnostics (a)
|
761.2
|
598.4
|
487.9
|
||||||||
|
Laboratory Products and Services (a)
|
846.0
|
810.9
|
781.2
|
||||||||
|
Subtotal reportable segments (a)
|
2,379.9
|
2,129.3
|
1,819.2
|
||||||||
|
Cost of revenues charges
|
(55.6)
|
(72.6)
|
(13.2)
|
||||||||
|
Selling, general and administrative charges, net
|
(12.5)
|
(61.5)
|
(3.0)
|
||||||||
|
Restructuring and other costs, net
|
(82.1)
|
(96.5)
|
(60.2)
|
||||||||
|
Amortization of acquisition-related intangible assets
|
(747.6)
|
(647.9)
|
(554.7)
|
||||||||
|
Consolidated operating income
|
1,482.1
|
1,250.8
|
1,188.1
|
||||||||
|
Other expense, net (b)
|
(212.7)
|
(118.0)
|
(100.4)
|
||||||||
|
Income from continuing operations before income taxes
|
$
|
1,269.4
|
$
|
1,132.8
|
$
|
1,087.7
|
|||||
|
Depreciation
|
|||||||||||
|
Analytical Technologies
|
$
|
65.3
|
$
|
61.0
|
$
|
54.6
|
|||||
|
Specialty Diagnostics
|
73.0
|
50.1
|
37.3
|
||||||||
|
Laboratory Products and Services
|
97.8
|
100.6
|
93.1
|
||||||||
|
Consolidated depreciation
|
$
|
236.1
|
$
|
211.7
|
$
|
185.0
|
|||||
|
(In millions)
|
2012
|
2011
|
2010
|
|||||||||
|
Total Assets
|
||||||||||||
|
Analytical Technologies
|
$ | 5,854.7 | $ | 6,262.8 | $ | 4,266.4 | ||||||
|
Specialty Diagnostics
|
9,841.0 | 8,319.6 | 4,575.9 | |||||||||
|
Laboratory Products and Services
|
11,097.3 | 10,713.9 | 10,768.1 | |||||||||
|
Corporate/Other (c)
|
651.6 | 1,537.4 | 1,739.0 | |||||||||
|
Consolidated total assets
|
$ | 27,444.6 | $ | 26,833.7 | $ | 21,349.4 | ||||||
|
Capital Expenditures
|
||||||||||||
|
Analytical Technologies
|
$ | 77.0 | $ | 71.3 | $ | 45.6 | ||||||
|
Specialty Diagnostics
|
97.6 | 63.2 | 51.0 | |||||||||
|
Laboratory Products and Services
|
104.5 | 113.9 | 123.4 | |||||||||
|
Corporate/Other
|
36.0 | 12.5 | 25.4 | |||||||||
|
Consolidated capital expenditures
|
$ | 315.1 | $ | 260.9 | $ | 245.4 | ||||||
|
Geographical Information
|
||||||||||||
|
(In millions)
|
2012
|
2011
|
2010
|
|||||||||
|
Revenues
(d)
|
||||||||||||
|
United States
|
$ | 6,424.4 | $ | 6,023.9 | $ | 5,806.8 | ||||||
|
China
|
735.8 | 559.6 | 405.3 | |||||||||
|
Germany
|
681.5 | 698.3 | 592.9 | |||||||||
|
United Kingdom
|
507.1 | 472.3 | 409.6 | |||||||||
|
Other
|
4,161.1 | 3,804.7 | 3,178.5 | |||||||||
| $ | 12,509.9 | $ | 11,558.8 | $ | 10,393.1 | |||||||
|
Long-lived Assets
(e)
|
||||||||||||
|
United States
|
$ | 862.4 | $ | 797.9 | $ | 708.5 | ||||||
|
United Kingdom
|
223.9 | 209.2 | 170.4 | |||||||||
|
Germany
|
165.2 | 158.6 | 121.7 | |||||||||
|
Other
|
474.9 | 445.6 | 319.3 | |||||||||
| $ | 1,726.4 | $ | 1,611.3 | $ | 1,319.9 | |||||||
|
(In millions)
|
2012
|
2011
|
2010
|
|||||||||
|
Interest Income
|
$ | 25.2 | $ | 26.8 | $ | 12.4 | ||||||
|
Interest Expense
|
(241.6 | ) | (175.3 | ) | (84.7 | ) | ||||||
|
Other Items, Net
|
3.7 | 30.5 | (28.1 | ) | ||||||||
| $ | (212.7 | ) | $ | (118.0 | ) | $ | (100.4 | ) | ||||
|
(In millions)
|
2012
|
2011
|
2010
|
||||||||
|
Stock Option Awards
|
$
|
39.3
|
$
|
49.4
|
$
|
48.6
|
|||||
|
Restricted Share/Unit Awards
|
38.9
|
30.6
|
33.0
|
||||||||
|
Total Stock-based Compensation Expense
|
$
|
78.2
|
$
|
80.0
|
$
|
81.6
|
|||||
|
(In millions)
|
2012
|
2011
|
2010
|
||||||||
|
Cost of Revenues
|
$
|
5.4
|
$
|
5.7
|
$
|
5.8
|
|||||
|
Selling, General and Administrative Expenses
|
70.7
|
72.4
|
74.0
|
||||||||
|
Research and Development Expenses
|
2.1
|
1.9
|
1.8
|
||||||||
|
Total Stock-based Compensation Expense
|
$
|
78.2
|
$
|
80.0
|
$
|
81.6
|
|||||
|
2012
|
2011
|
2010
|
||||||||||
|
Expected Stock Price Volatility
|
34 | % | 33 | % | 32 | % | ||||||
|
Risk Free Interest Rate
|
0.8 | % | 1.7 | % | 2.0 | % | ||||||
|
Expected Life of Options (years)
|
4.5 | 4.1 | 4.1 | |||||||||
|
Expected Annual Dividend
|
0.9 | % | 0.0 | % | 0.0 | % | ||||||
|
Shares
(in millions)
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
Aggregate
Intrinsic
Value (a)
(in millions)
|
|||||||
|
Outstanding at December 31, 2009
|
19.9
|
$
|
39.39
|
|||||||
|
Granted
|
4.3
|
49.61
|
||||||||
|
Exercised
|
(2.4)
|
31.96
|
||||||||
|
Canceled / Expired
|
(0.8)
|
44.55
|
||||||||
|
Outstanding at December 31, 2010
|
21.0
|
42.15
|
||||||||
|
Granted
|
3.7
|
54.74
|
||||||||
|
Exercised
|
(4.1)
|
38.46
|
||||||||
|
Canceled / Expired
|
(1.0)
|
48.11
|
||||||||
|
Outstanding at December 31, 2011
|
19.6
|
45.00
|
||||||||
|
Granted
|
2.9
|
57.17
|
||||||||
|
Exercised
|
(6.4)
|
39.77
|
||||||||
|
Canceled / Expired
|
(0.8)
|
52.55
|
||||||||
|
Outstanding at December 31, 2012
|
15.3
|
49.07
|
4.2
|
|||||||
|
Vested and Unvested Expected to Vest at
|
||||||||||
|
December 31, 2012
|
14.8
|
48.84
|
4.1
|
$ |
220.6
|
|||||
|
Exercisable at December 31, 2012
|
8.0
|
44.58
|
3.0
|
$ |
153.1
|
|
Market price per share on December 31, 2012 was $63.78. The intrinsic value is zero for options with exercise prices above the market price.
|
|
Shares
(in thousands)
|
Weighted
Average
Grant-Date
Fair Value
|
|||||||
|
Unvested at December 31, 2009
|
1,671 | $ | 41.99 | |||||
|
Granted
|
704 | 49.43 | ||||||
|
Vested
|
(499 | ) | 42.00 | |||||
|
Forfeited
|
(92 | ) | 39.56 | |||||
|
Unvested at December 31, 2010
|
1,784 | 45.05 | ||||||
|
Granted
|
572 | 54.96 | ||||||
|
Vested
|
(504 | ) | 42.14 | |||||
|
Forfeited
|
(104 | ) | 48.03 | |||||
|
Unvested at December 31, 2011
|
1,748 | 48.96 | ||||||
|
Granted
|
1,014 | 57.12 | ||||||
|
Vested
|
(520 | ) | 44.25 | |||||
|
Forfeited
|
(191 | ) | 51.92 | |||||
|
Unvested at December 31, 2012
|
2,051 | 53.91 | ||||||
|
Domestic Pension Benefits
|
Non-U.S. Pension Benefits
|
|||||||||||||||
|
(In millions)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
|
Change in Projected Benefit Obligations
|
||||||||||||||||
|
Benefit Obligation at Beginning of Year
|
$ | 452.2 | $ | 413.6 | $ | 709.2 | $ | 656.3 | ||||||||
|
Business combinations
|
— | — | 1.2 | 8.3 | ||||||||||||
|
Service costs
|
— | — | 11.8 | 13.7 | ||||||||||||
|
Interest costs
|
19.8 | 21.3 | 30.7 | 32.1 | ||||||||||||
|
Settlements and curtailments
|
— | — | (0.4 | ) | (2.7 | ) | ||||||||||
|
Plan participants' contributions
|
— | — | 3.4 | 3.5 | ||||||||||||
|
Actuarial losses
|
25.8 | 37.9 | 79.7 | 26.0 | ||||||||||||
|
Benefits paid
|
(22.9 | ) | (20.6 | ) | (24.8 | ) | (21.3 | ) | ||||||||
|
Currency translation and other
|
— | — | 20.2 | (6.7 | ) | |||||||||||
|
Benefit Obligation at End of Year
|
$ | 474.9 | $ | 452.2 | $ | 831.0 | $ | 709.2 | ||||||||
|
Change in Fair Value of Plan Assets
|
||||||||||||||||
|
Fair Value of Plan Assets at Beginning of Year
|
$ | 344.3 | $ | 362.5 | $ | 524.2 | $ | 510.5 | ||||||||
|
Business combinations
|
— | — | 0.2 | 2.6 | ||||||||||||
|
Actual return on plan assets
|
45.7 | 2.4 | 46.0 | 11.1 | ||||||||||||
|
Employer contribution
|
— | — | 21.4 | 23.5 | ||||||||||||
|
Plan participants' contributions
|
— | — | 3.4 | 3.5 | ||||||||||||
|
Benefits paid
|
(22.9 | ) | (20.6 | ) | (24.8 | ) | (21.3 | ) | ||||||||
|
Currency translation and other
|
— | — | 18.0 | (5.7 | ) | |||||||||||
|
Fair Value of Plan Assets at End of Year
|
$ | 367.1 | $ | 344.3 | $ | 588.4 | $ | 524.2 | ||||||||
|
Funded Status
|
$ | (107.8 | ) | $ | (107.9 | ) | $ | (242.6 | ) | $ | (185.0 | ) | ||||
|
Accumulated Benefit Obligation
|
$ | 474.9 | $ | 452.2 | $ | 788.7 | $ | 663.0 | ||||||||
|
Amounts Recognized in Balance Sheet
|
||||||||||||||||
|
Non-current asset
|
$ | — | $ | — | $ | 0.7 | $ | 0.8 | ||||||||
|
Current liability
|
— | — | (4.4 | ) | (4.1 | ) | ||||||||||
|
Non-current liability
|
(107.8 | ) | (107.9 | ) | (238.9 | ) | (181.7 | ) | ||||||||
|
Net amount recognized
|
$ | (107.8 | ) | $ | (107.9 | ) | $ | (242.6 | ) | $ | (185.0 | ) | ||||
|
Amounts Recognized in Accumulated Other
Comprehensive Loss
|
||||||||||||||||
|
Net actuarial loss
|
$ | 177.4 | $ | 172.6 | $ | 142.8 | $ | 81.2 | ||||||||
|
Prior service credits
|
— | — | (2.7 | ) | (0.6 | ) | ||||||||||
|
Net amount recognized
|
$ | 177.4 | $ | 172.6 | $ | 140.1 | $ | 80.6 | ||||||||
|
Domestic Pension Benefits
|
Non-U.S. Pension Benefits
|
|||||||||
|
(In millions)
|
2012
|
2011
|
2012
|
2011
|
||||||
|
Weighted Average Assumptions Used to Determine
Projected Benefit Obligations
|
||||||||||
|
Discount rate
|
4.00%
|
4.50%
|
3.65%
|
4.37%
|
||||||
|
Average rate of increase in employee
compensation
|
4.00%
|
4.00%
|
2.94%
|
3.08%
|
||||||
|
Domestic Pension Benefits
|
Non-U.S. Pension Benefits
|
||||||||||||||
|
(In millions)
|
2012
|
2011
|
2010
|
2012
|
2011
|
2010
|
|||||||||
|
Weighted Average Assumptions Used to
Determine the Net Benefit Cost (Income)
|
|||||||||||||||
|
Discount rate
|
4.50%
|
5.25%
|
5.50%
|
4.37%
|
4.77%
|
5.37%
|
|||||||||
|
Average rate of increase in employee
compensation
|
4.00%
|
4.00%
|
4.00%
|
3.23%
|
3.35%
|
3.24%
|
|||||||||
|
Expected long-term rate of return on assets
|
7.75%
|
7.75%
|
7.75%
|
5.17%
|
5.32%
|
5.59%
|
|||||||||
|
SERP Benefits
|
Postretirement Benefits
|
|||||||||||||||
|
(In millions)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
|
Change in Projected Benefit Obligations
|
||||||||||||||||
|
Benefit Obligation at Beginning of Year
|
$ | 13.9 | $ | 12.4 | $ | 38.9 | $ | 34.9 | ||||||||
|
Service costs
|
— | — | 0.7 | 0.6 | ||||||||||||
|
Interest costs
|
0.6 | 0.6 | 1.8 | 1.9 | ||||||||||||
|
Plan participants' contributions
|
— | — | 1.3 | 1.4 | ||||||||||||
|
Actuarial losses
|
1.1 | 1.4 | 1.6 | 3.2 | ||||||||||||
|
Benefits paid
|
(0.5 | ) | (0.5 | ) | (2.7 | ) | (2.7 | ) | ||||||||
|
Currency translation and other
|
— | — | 0.4 | (0.4 | ) | |||||||||||
|
Benefit Obligation at End of Year
|
$ | 15.1 | $ | 13.9 | $ | 42.0 | $ | 38.9 | ||||||||
|
Change in Fair Value of Plan Assets
|
||||||||||||||||
|
Fair Value of Plan Assets at Beginning of Year
|
$ | — | $ | — | $ | — | $ | — | ||||||||
|
Employer contribution
|
0.5 | 0.5 | 1.4 | 1.3 | ||||||||||||
|
Plan participants' contributions
|
— | — | 1.3 | 1.4 | ||||||||||||
|
Benefits paid
|
(0.5 | ) | (0.5 | ) | (2.7 | ) | (2.7 | ) | ||||||||
|
Fair Value of Plan Assets at End of Year
|
$ | — | $ | — | $ | — | $ | — | ||||||||
|
Funded Status
|
$ | (15.1 | ) | $ | (13.9 | ) | $ | (42.0 | ) | $ | (38.9 | ) | ||||
|
Accumulated Benefit Obligation
|
$ | 15.1 | $ | 13.9 | ||||||||||||
|
Amounts Recognized in Balance Sheet
|
||||||||||||||||
|
Current liability
|
$ | (0.6 | ) | $ | (0.5 | ) | $ | (2.0 | ) | $ | (2.2 | ) | ||||
|
Non-current liability
|
(14.5 | ) | (13.4 | ) | (40.0 | ) | (36.7 | ) | ||||||||
|
Net amount recognized
|
$ | (15.1 | ) | $ | (13.9 | ) | $ | (42.0 | ) | $ | (38.9 | ) | ||||
|
Amounts Recognized in Accumulated Other Comprehensive
Loss (Income)
|
||||||||||||||||
|
Net actuarial loss
|
$ | 2.8 | $ | 1.8 | $ | 4.6 | $ | 3.1 | ||||||||
|
Prior service credits
|
— | — | (0.5 | ) | (0.6 | ) | ||||||||||
|
Net amount recognized
|
$ | 2.8 | $ | 1.8 | $ | 4.1 | $ | 2.5 | ||||||||
|
Weighted Average Assumptions Used to Determine
Benefit Obligations
|
||||||||||||||||
|
Discount rate
|
4.00 | % | 4.50 | % | 4.20 | % | 4.88 | % | ||||||||
|
Average rate of increase in employee
compensation
|
4.00 | % | 4.00 | % | — | — | ||||||||||
|
Initial healthcare cost trend rate
|
7.14 | % | 7.21 | % | ||||||||||||
|
Ultimate healthcare cost trend rate
|
5.47 | % | 5.51 | % | ||||||||||||
|
SERP Benefits
|
Postretirement Benefits
|
||||||||||||||
|
(In millions)
|
2012
|
2011
|
2010
|
2012
|
2011
|
2010
|
|||||||||
|
Weighted Average Assumptions Used to
Determine the Net Benefit Cost
|
|||||||||||||||
|
Discount rate
|
4.50%
|
5.25%
|
5.50%
|
4.88%
|
5.44%
|
5.94%
|
|||||||||
|
Average rate of increase in employee
compensation
|
4.00%
|
4.00%
|
4.00%
|
—
|
—
|
—
|
|||||||||
|
(In millions)
|
Domestic
Pension
Benefits
|
Non-U.S.
Pension
Benefits
|
SERP
Benefits
|
Post-
retirement
Benefits
|
||||||||||||
|
Net Actuarial Loss
|
$ | 5.0 | $ | 6.4 | $ | 0.1 | $ | 0.3 | ||||||||
|
Net Prior Service Credit
|
— | (0.4 | ) | — | (0.1 | ) | ||||||||||
| $ | 5.0 | $ | 6.0 | $ | 0.1 | $ | 0.2 | |||||||||
|
Pension Plans
|
||||||||||
|
(In millions)
|
2012
|
2011
|
||||||||
|
Pension Plans with Projected Benefit Obligations in Excess of Plan Assets
|
||||||||||
|
Projected benefit obligation
|
$
|
1,162.0
|
$
|
1,165.6
|
||||||
|
Fair value of plan assets
|
795.7
|
858.0
|
||||||||
|
Pension Plans
|
||||||||||
|
(In millions)
|
2012
|
2011
|
||||||||
|
Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets
|
||||||||||
|
Accumulated benefit obligation
|
$
|
1,120.2
|
$
|
987.9
|
||||||
|
Fair value of plan assets
|
793.1
|
717.8
|
||||||||
|
Domestic Pension Benefits
|
Non-U.S. Pension Benefits
|
|||||||||||||||||||||||
|
(In millions)
|
2012
|
2011
|
2010
|
2012
|
2011
|
2010
|
||||||||||||||||||
|
Components of Net Benefit Cost (Income)
|
||||||||||||||||||||||||
|
Service cost-benefits earned
|
$ | — | $ | — | $ | 0.3 | $ | 11.8 | $ | 13.7 | $ | 11.4 | ||||||||||||
|
Interest cost on benefit obligation
|
19.8 | 21.3 | 21.1 | 30.7 | 32.1 | 30.7 | ||||||||||||||||||
|
Expected return on plan assets
|
(28.1 | ) | (29.4 | ) | (29.9 | ) | (27.3 | ) | (27.8 | ) | (24.9 | ) | ||||||||||||
|
Amortization of actuarial net loss
|
3.5 | 1.5 | 0.7 | 3.3 | 1.6 | 1.3 | ||||||||||||||||||
|
Amortization of prior service benefit
|
— | — | — | (0.1 | ) | — | — | |||||||||||||||||
|
Settlement/curtailment loss
|
— | — | — | — | — | 0.1 | ||||||||||||||||||
|
Special termination benefit
|
— | — | — | 0.5 | 0.9 | 0.5 | ||||||||||||||||||
|
Net periodic benefit cost (income)
|
$ | (4.8 | ) | $ | (6.6 | ) | $ | (7.8 | ) | $ | 18.9 | $ | 20.5 | $ | 19.1 | |||||||||
|
SERP Benefits
|
Postretirement Benefits
|
|||||||||||||||||||||||
|
(In millions)
|
2012
|
2011
|
2010
|
2012
|
2011
|
2010
|
||||||||||||||||||
|
Components of Net Benefit Cost
|
||||||||||||||||||||||||
|
Service cost-benefits earned
|
$ | — | $ | — | $ | — | $ | 0.7 | $ | 0.6 | $ | 0.4 | ||||||||||||
|
Interest cost on benefit obligation
|
0.6 | 0.6 | 0.6 | 1.8 | 1.9 | 1.8 | ||||||||||||||||||
|
Amortization of actuarial net loss (gain)
|
0.1 | — | — | — | — | (0.2 | ) | |||||||||||||||||
|
Amortization of prior service benefit
|
— | — | — | — | (0.1 | ) | (0.1 | ) | ||||||||||||||||
|
Settlement/curtailment gain
|
— | — | — | (0.1 | ) | (0.1 | ) | — | ||||||||||||||||
|
Net periodic benefit cost
|
$ | 0.7 | $ | 0.6 | $ | 0.6 | $ | 2.4 | $ | 2.3 | $ | 1.9 | ||||||||||||
|
(In millions)
|
Domestic
Pension
Benefits
|
Non-U.S.
Pension
Benefits
|
SERP
Benefits
|
Post-
retirement
Benefits
|
||||||||||||
|
2013
|
$ | 24.2 | $ | 25.5 | $ | 0.6 | $ | 2.0 | ||||||||
|
2014
|
24.7 | 26.6 | 1.8 | 2.1 | ||||||||||||
|
2015
|
25.2 | 27.7 | 1.6 | 2.0 | ||||||||||||
|
2016
|
25.7 | 30.9 | 0.6 | 2.1 | ||||||||||||
|
2017
|
25.8 | 31.4 | 3.7 | 2.0 | ||||||||||||
|
2018-2022
|
135.9 | 183.1 | 4.3 | 10.1 | ||||||||||||
|
(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
|
5.7 | (4.4 | ) | |||||
|
December 31,
|
Quoted
Prices
in Active
Markets
|
Significant
Other
Observable
Inputs
|
Significant
Unobservable
Inputs
|
|||||||||||||
|
(In millions)
|
2012
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||||
|
Asset Category
|
||||||||||||||||
|
U.S. equity funds
|
$ | 105.1 | $ | — | $ | 105.1 | $ | — | ||||||||
|
International equity funds
|
75.1 | — | 75.1 | — | ||||||||||||
|
Fixed income funds
|
173.9 | — | 173.9 | — | ||||||||||||
|
Private equity funds
|
6.6 | — | — | 6.6 | ||||||||||||
|
Money market funds
|
6.4 | — | 6.4 | — | ||||||||||||
|
Total Assets
|
$ | 367.1 | $ | — | $ | 360.5 | $ | 6.6 | ||||||||
|
December 31,
|
Quoted Prices
in Active
Markets
|
Significant
Other
Observable
Inputs
|
Significant
Unobservable
Inputs
|
|||||||||||||
|
(In millions)
|
2011
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||||
|
Asset Category
|
||||||||||||||||
|
U.S. equity funds
|
$ | 112.5 | $ | — | $ | 112.5 | $ | — | ||||||||
|
International equity funds
|
82.8 | — | 82.8 | — | ||||||||||||
|
Fixed income funds
|
132.2 | — | 132.2 | — | ||||||||||||
|
Private equity funds
|
9.1 | — | — | 9.1 | ||||||||||||
|
Money market funds
|
7.7 | — | 7.7 | — | ||||||||||||
|
Total Assets
|
$ | 344.3 | $ | — | $ | 335.2 | $ | 9.1 | ||||||||
|
(In millions)
|
Private Equity
Funds
|
|||
|
Balance at December 31, 2010
|
$ | 13.0 | ||
|
Actual return on plan assets:
|
||||
|
Relating to assets held at reporting date
|
(2.2 | ) | ||
|
Relating to assets sold/distributed during period
|
3.7 | |||
|
Purchases, capital contributions, sales and settlements
|
(5.4 | ) | ||
|
Balance at December 31, 2011
|
$ | 9.1 | ||
|
Actual return on plan assets:
|
||||
|
Relating to assets held at reporting date
|
0.5 | |||
|
Relating to assets sold/distributed during period
|
3.4 | |||
|
Purchases, capital contributions, sales and settlements
|
(6.4 | ) | ||
|
Balance at December 31, 2012
|
$ | 6.6 | ||
|
(In millions)
|
Fair Value
|
Unfunded Commitments
|
Redemption Frequency
(if Currently Eligible)
|
Redemption
Notice Period
|
|||||||
|
Asset Category
|
|||||||||||
|
U.S. equity funds
|
$ | 105.1 | $ | — |
At least monthly
|
No more than 3 days
|
|||||
|
International equity funds
|
75.1 | — |
At least monthly
|
No more than 3 days
|
|||||||
|
Fixed income funds
|
173.9 | — |
At least monthly
|
No more than 3 days
|
|||||||
|
Private equity funds
|
6.6 | 1.0 |
Restricted
|
Restricted
|
|||||||
|
Money market funds
|
6.4 | — |
Daily
|
Daily
|
|||||||
| $ | 367.1 | $ | 1.0 | ||||||||
|
December 31,
|
Quoted Prices
in Active
Markets
|
Significant
Other
Observable
Inputs
|
Significant
Unobservable
Inputs
|
|||||||||||||
|
(In millions)
|
2012
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||||
|
Asset Category
|
||||||||||||||||
|
Equity funds
|
$ | 273.9 | $ | 52.6 | $ | 221.3 | $ | — | ||||||||
|
Fixed income funds
|
213.3 | 20.5 | 192.8 | — | ||||||||||||
|
Insurance contracts
|
94.6 | — | 94.6 | — | ||||||||||||
|
Cash / money market funds
|
6.6 | 6.4 | 0.2 | — | ||||||||||||
|
Total Assets
|
$ | 588.4 | $ | 79.5 | $ | 508.9 | $ | — | ||||||||
|
December 31,
|
Quoted Prices
in Active
Markets
|
Significant
Other
Observable
Inputs
|
Significant
Unobservable
Inputs
|
|||||||||||||
|
(In millions)
|
2011
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||||
|
Asset Category
|
||||||||||||||||
|
Equity funds
|
$ | 232.8 | $ | 46.8 | $ | 186.0 | $ | — | ||||||||
|
Fixed income funds
|
200.1 | 20.3 | 179.8 | — | ||||||||||||
|
Insurance contracts
|
86.8 | — | 86.8 | — | ||||||||||||
|
Cash / money market funds
|
4.5 | 4.3 | 0.2 | — | ||||||||||||
|
Total Assets
|
$ | 524.2 | $ | 71.4 | $ | 452.8 | $ | — | ||||||||
|
(In millions)
|
Fair Value
|
Unfunded Commitments
|
Redemption Frequency
(if Currently Eligible)
|
Redemption
Notice Period
|
|||||||
|
Asset Category
|
|||||||||||
|
Equity funds
|
$ | 221.3 | $ | — |
At least monthly
|
No more than 1 month
|
|||||
|
Fixed income funds
|
192.8 | — |
At least weekly
|
No more than 5 days
|
|||||||
|
Insurance contracts
|
94.6 | — |
Not applicable
|
Not applicable
|
|||||||
|
Money market funds
|
0.2 | — |
Daily
|
Daily
|
|||||||
| $ | 508.9 | $ | — | ||||||||
|
(In millions)
|
2012
|
2011
|
2010
|
|||||||||
|
U.S.
|
$ | 908.5 | $ | 812.1 | $ | 710.3 | ||||||
|
Non-U.S.
|
360.9 | 320.7 | 377.4 | |||||||||
| $ | 1,269.4 | $ | 1,132.8 | $ | 1,087.7 | |||||||
|
(In millions)
|
2012
|
2011
|
2010
|
|||||||||
|
Current Income Tax Provision
|
||||||||||||
|
Federal
|
$ | 160.5 | $ | 149.7 | $ | 226.0 | ||||||
|
Non-U.S.
|
92.1 | 68.5 | 104.5 | |||||||||
|
State
|
16.1 | 14.6 | 32.5 | |||||||||
| 268.7 | 232.8 | 363.0 | ||||||||||
|
Deferred Income Tax Provision (Benefit)
|
||||||||||||
|
Federal
|
$ | (40.8 | ) | $ | (11.4 | ) | $ | (169.1 | ) | |||
|
Non-U.S.
|
(205.2 | ) | (107.0 | ) | (68.3 | ) | ||||||
|
State
|
(11.7 | ) | (5.0 | ) | (24.0 | ) | ||||||
| (257.7 | ) | (123.4 | ) | (261.4 | ) | |||||||
| $ | 11.0 | $ | 109.4 | $ | 101.6 | |||||||
|
(In millions)
|
2012
|
2011
|
2010
|
|||||||||
|
Continuing Operations
|
$ | 11.0 | $ | 109.4 | $ | 101.6 | ||||||
|
Discontinued Operations
|
(44.0 | ) | 191.5 | 31.4 | ||||||||
| $ | (33.0 | ) | $ | 300.9 | $ | 133.0 | ||||||
|
(In millions)
|
2012
|
2011
|
2010
|
|||||||||
|
Provision for Income Taxes at Statutory Rate
|
$ | 444.3 | $ | 396.5 | $ | 380.7 | ||||||
|
Increases (Decreases) Resulting From:
|
||||||||||||
|
Foreign rate differential
|
(319.5 | ) | (279.6 | ) | (156.0 | ) | ||||||
|
Impact of change in tax laws and apportionment on deferred taxes
|
(53.7 | ) | 11.7 | (11.0 | ) | |||||||
|
Income tax credits
|
(52.1 | ) | (24.8 | ) | (79.5 | ) | ||||||
|
Manufacturing deduction
|
(27.3 | ) | (27.0 | ) | (31.5 | ) | ||||||
|
State income taxes, net of federal tax
|
(8.6 | ) | 0.3 | 2.8 | ||||||||
|
Nondeductible expenses
|
8.1 | 17.5 | 5.8 | |||||||||
|
Provision (reversal) of tax reserves, net
|
14.8 | 0.6 | (6.4 | ) | ||||||||
|
Tax return reassessments and settlements
|
— | 3.0 | (1.3 | ) | ||||||||
|
Other, net
|
5.0 | 11.2 | (2.0 | ) | ||||||||
| $ | 11.0 | $ | 109.4 | $ | 101.6 | |||||||
|
(In millions)
|
2012
|
2011
|
||||||
|
Deferred Tax Asset (Liability)
|
||||||||
|
Depreciation and amortization
|
$ | (2,543.9 | ) | $ | (2,778.3 | ) | ||
|
Net operating loss and credit carryforwards
|
504.9 | 497.4 | ||||||
|
Reserves and accruals
|
116.0 | 132.0 | ||||||
|
Accrued compensation
|
210.0 | 206.4 | ||||||
|
Inventory basis difference
|
67.4 | 38.1 | ||||||
|
Available-for-sale investments
|
2.9 | 4.5 | ||||||
|
Non U.S. earnings expected to be repatriated
|
1.6 | 1.6 | ||||||
|
Other capitalized costs
|
35.6 | 45.1 | ||||||
|
Unrealized losses on hedging instruments
|
21.0 | 22.3 | ||||||
|
Other, net
|
44.4 | 46.4 | ||||||
| (1,540.1 | ) | (1,784.5 | ) | |||||
|
Less: Valuation allowance
|
113.7 | 141.9 | ||||||
| $ | (1,653.8 | ) | $ | (1,926.4 | ) | |||
|
(In millions)
|
2012
|
2011
|
2010
|
|||||||||
|
Balance at beginning of year
|
$ | 120.3 | $ | 62.1 | $ | 76.2 | ||||||
|
Additions for tax positions of current year
|
20.5 | 43.2 | 1.3 | |||||||||
|
Additions for tax positions of prior years
|
31.8 | 18.6 | 2.9 | |||||||||
|
Reductions for tax positions of prior years
|
— | (2.1 | ) | — | ||||||||
|
Closure of tax years
|
(7.8 | ) | — | (7.8 | ) | |||||||
|
Settlements
|
— | (1.5 | ) | (10.5 | ) | |||||||
| $ | 164.8 | $ | 120.3 | $ | 62.1 | |||||||
|
(In millions except per share amounts)
|
2012
|
2011
|
2010
|
|||||||||
|
Income from Continuing Operations
|
$ | 1,258.4 | $ | 1,023.4 | $ | 986.1 | ||||||
|
(Loss) Income from Discontinued Operations
|
(19.2 | ) | 1.7 | 47.0 | ||||||||
|
(Loss) Gain on Disposal of Discontinued Operations, Net
|
(61.3 | ) | 304.8 | 2.5 | ||||||||
|
Net Income
|
1,177.9 | 1,329.9 | 1,035.6 | |||||||||
|
Less: Income Allocable to Participating Securities
|
— | — | (0.2 | ) | ||||||||
|
Net Income for Earnings per Share
|
$ | 1,177.9 | $ | 1,329.9 | $ | 1,035.4 | ||||||
|
Basic Weighted Average Shares
|
363.8 | 380.8 | 403.3 | |||||||||
|
Plus Effect of:
|
||||||||||||
|
Convertible debentures
|
— | 0.6 | 2.9 | |||||||||
|
Stock options and restricted units
|
2.8 | 3.4 | 3.2 | |||||||||
|
Diluted Weighted Average Shares
|
366.6 | 384.8 | 409.4 | |||||||||
|
Basic Earnings per Share:
|
||||||||||||
|
Continuing operations
|
$ | 3.46 | $ | 2.69 | $ | 2.45 | ||||||
|
Discontinued operations
|
(.22 | ) | .80 | .12 | ||||||||
| $ | 3.24 | $ | 3.49 | $ | 2.57 | |||||||
|
Diluted Earnings per Share:
|
||||||||||||
|
Continuing operations
|
$ | 3.43 | $ | 2.66 | $ | 2.41 | ||||||
|
Discontinued operations
|
(.22 | ) | .80 | .12 | ||||||||
| $ | 3.21 | $ | 3.46 | $ | 2.53 | |||||||
|
(In millions except per share amounts)
|
2012
|
2011
|
||||||
|
Commercial Paper
|
$ | 50.0 | $ | 900.0 | ||||
|
2.15% Senior Notes, Due 2012
|
— | 350.0 | ||||||
|
2.05% Senior Notes, Due 2014 (effective interest rate 1.11%)
|
300.0 | 300.0 | ||||||
|
3.25% Senior Notes, Due 2014 (effective interest rate 1.53%)
|
400.0 | 400.0 | ||||||
|
3.20% Senior Notes, Due 2015 (effective interest rate 1.56%)
|
450.0 | 450.0 | ||||||
|
5.00% Senior Notes, Due 2015 (effective interest rate 5.14%)
|
250.0 | 250.0 | ||||||
|
3.20% Senior Notes, Due 2016 (effective interest rate 3.21%)
|
900.0 | 900.0 | ||||||
|
2.25% Senior Notes, Due 2016 (effective interest rate 2.29%)
|
1,000.0 | 1,000.0 | ||||||
|
1.85% Senior Notes, Due 2018 (effective interest rate 1.85%)
|
500.0 | — | ||||||
|
4.70% Senior Notes, Due 2020 (effective interest rate 4.70%)
|
300.0 | 300.0 | ||||||
|
4.50% Senior Notes, Due 2021 (effective interest rate 4.58%)
|
1,000.0 | 1,000.0 | ||||||
|
3.60% Senior Notes, Due 2021 (effective interest rate 4.29%)
|
1,100.0 | 1,100.0 | ||||||
|
3.15% Senior Notes, Due 2023 (effective interest rate 3.21%)
|
800.0 | — | ||||||
|
Other
|
54.8 | 35.0 | ||||||
|
Total Borrowings at Par Value
|
7,104.8 | 6,985.0 | ||||||
|
Fair Value Hedge Accounting Adjustments
|
33.8 | 55.0 | ||||||
|
Unamortized Discount
|
(14.3 | ) | (12.0 | ) | ||||
|
Total Borrowings at Carrying Value
|
7,124.3 | 7,028.0 | ||||||
|
Less: Short-term Obligations and Current Maturities
|
93.1 | 1,272.8 | ||||||
|
Long-term Obligations
|
$ | 7,031.2 | $ | 5,755.2 | ||||
|
(In millions)
|
||||
|
2013
|
$ | 93.1 | ||
|
2014
|
701.2 | |||
|
2015
|
708.8 | |||
|
2016
|
1,900.7 | |||
|
2017
|
0.5 | |||
|
2018 and thereafter
|
3,700.5 | |||
| $ | 7,104.8 | |||
|
(In millions)
|
||||
|
2013
|
$ | 107.2 | ||
|
2014
|
83.2 | |||
|
2015
|
62.5 | |||
|
2016
|
37.1 | |||
|
2017
|
26.3 | |||
|
Thereafter
|
43.0 | |||
| $ | 359.3 | |||
|
December 31,
|
December 31,
|
|||||||
|
(In millions)
|
2012
|
2011
|
||||||
|
Cumulative Translation Adjustment
|
$ | 87.4 | $ | (206.3 | ) | |||
|
Net Unrealized Gain on Available-for-sale Investments, Net of Tax
|
7.7 | 7.0 | ||||||
|
Net Unrealized Losses on Hedging Instruments, Net of Tax
|
(32.9 | ) | (36.2 | ) | ||||
|
Pension and Other Postretirement Benefit Liability Adjustments, Net of Tax
|
(212.6 | ) | (164.0 | ) | ||||
| $ | (150.4 | ) | $ | (399.5 | ) | |||
|
December 31,
|
Quoted
Prices in
Active
Markets
|
Significant
Other
Observable
Inputs
|
Significant
Unobservable
Inputs
|
|||||||||||||
|
(In millions)
|
2012
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||||
|
Assets
|
||||||||||||||||
|
Cash equivalents
|
$ | 73.6 | $ | 73.6 | $ | — | $ | — | ||||||||
|
Investments in mutual funds, unit trusts and other
similar instruments
|
36.6 | 36.6 | — | — | ||||||||||||
|
Insurance contracts
|
62.5 | — | 62.5 | — | ||||||||||||
|
Auction rate securities
|
4.3 | — | — | 4.3 | ||||||||||||
|
Derivative contracts
|
1.6 | — | 1.6 | — | ||||||||||||
|
Total Assets
|
$ | 178.6 | $ | 110.2 | $ | 64.1 | $ | 4.3 | ||||||||
|
Liabilities
|
||||||||||||||||
|
Derivative contracts
|
$ | 0.8 | $ | — | $ | 0.8 | $ | — | ||||||||
|
Contingent consideration
|
20.1 | — | — | 20.1 | ||||||||||||
|
Total Liabilities
|
$ | 20.9 | $ | — | $ | 0.8 | $ | 20.1 | ||||||||
|
December 31,
|
Quoted
Prices in
Active
Markets
|
Significant
Other
Observable
Inputs
|
Significant
Unobservable
Inputs
|
|||||||||||||
|
(In millions)
|
2011
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||||
|
Assets
|
||||||||||||||||
|
Cash equivalents
|
$ | 377.1 | $ | 377.1 | $ | — | $ | — | ||||||||
|
Investments in mutual funds, unit trusts and other
similar instruments
|
35.6 | 35.6 | — | — | ||||||||||||
|
Insurance contracts
|
56.7 | — | 56.7 | — | ||||||||||||
|
Auction rate securities
|
4.3 | — | — | 4.3 | ||||||||||||
|
Derivative contracts
|
0.9 | — | 0.9 | — | ||||||||||||
|
Total Assets
|
$ | 474.6 | $ | 412.7 | $ | 57.6 | $ | 4.3 | ||||||||
|
Liabilities
|
||||||||||||||||
|
Derivative contracts
|
$ | 1.2 | $ | — | $ | 1.2 | $ | — | ||||||||
|
Contingent consideration
|
1.7 | — | — | 1.7 | ||||||||||||
|
Total Liabilities
|
$ | 2.9 | $ | — | $ | 1.2 | $ | 1.7 | ||||||||
|
(In millions)
|
Market
Value
|
Cost
Basis
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
||||||||||||
|
2012
|
||||||||||||||||
|
Mutual Fund and Unit Trust Investments
|
$ | 36.6 | $ | 25.4 | $ | 11.2 | $ | — | ||||||||
|
Auction Rate Securities
|
4.3 | 4.8 | — | 0.5 | ||||||||||||
| $ | 40.9 | $ | 30.2 | $ | 11.2 | $ | 0.5 | |||||||||
|
2011
|
||||||||||||||||
|
Mutual Fund and Unit Trust Investments
|
$ | 35.6 | $ | 25.2 | $ | 10.4 | $ | — | ||||||||
|
Auction Rate Securities
|
4.3 | 4.8 | — | 0.5 | ||||||||||||
| $ | 39.9 | $ | 30.0 | $ | 10.4 | $ | 0.5 | |||||||||
|
(In millions)
|
2012
|
2011
|
||||||
|
Auction Rate Securities
|
||||||||
|
Beginning Balance
|
$ | 4.3 | $ | 4.6 | ||||
|
Sale of securities
|
— | (0.6 | ) | |||||
|
Total unrealized gains included in other comprehensive income
|
— | 0.3 | ||||||
|
Ending Balance
|
$ | 4.3 | $ | 4.3 | ||||
|
(In millions)
|
2012
|
2011
|
||||||
|
Contingent Consideration
|
||||||||
|
Beginning Balance
|
$ | 1.7 | $ | 28.7 | ||||
|
Additions
|
19.9 | 1.4 | ||||||
|
Payments
|
(1.0 | ) | (27.3 | ) | ||||
|
Change in fair value included in earnings
|
(0.5 | ) | (1.2 | ) | ||||
|
Currency translation
|
— | 0.1 | ||||||
|
Ending Balance
|
$ | 20.1 | $ | 1.7 | ||||
|
Fair Value – Assets
|
Fair Value – Liabilities
|
|||||||||||||
|
December 31,
|
December 31,
|
December 31,
|
December 31,
|
|||||||||||
|
(In millions)
|
2012
|
2011
|
2012
|
2011
|
||||||||||
|
Derivatives Not Designated as Hedging Instruments
|
||||||||||||||
|
Foreign currency exchange contracts (a)
|
$
|
1.6
|
$
|
0.9
|
$
|
0.8
|
$
|
1.2
|
||||||
|
Gain (Loss) Recognized
|
||||||||
|
(In millions)
|
2012
|
2011
|
||||||
|
Derivatives Designated as Fair Value Hedges
|
||||||||
|
Interest rate swaps
|
$ | — | $ | 16.5 | ||||
|
Derivatives Not Designated as Fair Value Hedges
|
||||||||
|
Foreign currency exchange contracts
|
||||||||
|
Included in cost of revenues
|
3.0 | — | ||||||
|
Included in other expense, net
|
(10.4 | ) | 47.2 | |||||
|
December 31, 2012
|
December 31, 2011
|
|||||||||||||||
|
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
|
(In millions)
|
Value
|
Value
|
Value
|
Value
|
||||||||||||
|
Notes Receivable
|
$ | 4.7 | $ | 4.7 | $ | 6.5 | $ | 6.5 | ||||||||
|
Debt Obligations:
|
||||||||||||||||
|
Senior notes
|
7,019.5 | 7,455.2 | 6,093.0 | 6,454.6 | ||||||||||||
|
Commercial paper
|
50.0 | 50.0 | 900.0 | 900.0 | ||||||||||||
|
Other
|
54.8 | 54.8 | 35.0 | 35.0 | ||||||||||||
| $ | 7,124.3 | $ | 7,560.0 | $ | 7,028.0 | $ | 7,389.6 | |||||||||
|
(In millions)
|
2012
|
2011
|
2010
|
|||||||||
|
Cash Paid (Refunded) For:
|
||||||||||||
|
Interest
|
$ | 230.0 | $ | 120.6 | $ | 82.5 | ||||||
|
Income Taxes - Continuing Operations
|
$ | 331.1 | $ | 352.9 | $ | 339.0 | ||||||
|
Income Taxes - Discontinued Operations
|
$ | (44.0 | ) | $ | 149.1 | $ | 31.4 | |||||
|
Non-cash Activities
|
||||||||||||
|
Fair value of assets of acquired businesses and product lines
|
$ | 1,171.7 | $ | 7,043.0 | $ | 805.0 | ||||||
|
Cash paid for acquired businesses and product lines
|
(1,079.0 | ) | (5,898.8 | ) | (651.5 | ) | ||||||
|
Liabilities assumed of acquired businesses and product lines
|
$ | 92.7 | $ | 1,144.2 | $ | 153.5 | ||||||
|
Declared but unpaid dividends
|
$ | 54.7 | $ | — | $ | — | ||||||
|
Issuance of restricted stock
|
$ | — | $ | — | $ | 1.4 | ||||||
|
Issuance of stock upon vesting of restricted stock units
|
$ | 29.3 | $ | 22.7 | $ | 16.3 | ||||||
|
(In millions)
|
Analytical
Technologies
|
Specialty
Diagnostics
|
Laboratory
Products and
Services
|
Corporate
|
Total
|
|||||||||||||||
|
Cost of Revenues
|
$ | 1.4 | $ | 52.8 | $ | 1.4 | $ | — | $ | 55.6 | ||||||||||
|
Selling, General and Administrative
Expenses
|
(0.1 | ) | 13.7 | (0.9 | ) | (0.2 | ) | 12.5 | ||||||||||||
|
Restructuring and Other Costs, Net
|
42.3 | 15.0 | 23.8 | 1.0 | 82.1 | |||||||||||||||
| $ | 43.6 | $ | 81.5 | $ | 24.3 | $ | 0.8 | $ | 150.2 | |||||||||||
|
(In millions)
|
Analytical
Technologies
|
Specialty
Diagnostics
|
Laboratory
Products and
Services
|
Corporate
|
Total
|
|||||||||||||||
|
Cost of Revenues
|
$ | 30.5 | $ | 39.0 | $ | 3.1 | $ | — | $ | 72.6 | ||||||||||
|
Selling, General and Administrative
Expenses
|
34.5 | 24.0 | — | 3.0 | 61.5 | |||||||||||||||
|
Restructuring and Other Costs, Net
|
54.3 | 8.4 | 31.7 | 2.1 | 96.5 | |||||||||||||||
| $ | 119.3 | $ | 71.4 | $ | 34.8 | $ | 5.1 | $ | 230.6 | |||||||||||
|
(In millions)
|
Analytical
Technologies
|
Specialty
Diagnostics
|
Laboratory
Products and
Services
|
Corporate
|
Total
|
|||||||||||||||
|
Cost of Revenues
|
$ | 7.9 | $ | 3.3 | $ | 2.0 | $ | — | $ | 13.2 | ||||||||||
|
Selling, General and Administrative
Expenses
|
14.9 | (0.8 | ) | (0.2 | ) | (10.9 | ) | 3.0 | ||||||||||||
|
Restructuring and Other Costs, Net
|
28.9 | 8.2 | 22.7 | 0.4 | 60.2 | |||||||||||||||
| $ | 51.7 | $ | 10.7 | $ | 24.5 | $ | (10.5 | ) | $ | 76.4 | ||||||||||
|
Abandonment
|
||||||||||||||||
|
(In millions)
|
Severance
|
of Excess
Facilities
|
Other (a)
|
Total
|
||||||||||||
|
Pre-2011 Restructuring Plans
|
||||||||||||||||
|
Balance At December 31, 2009
|
$ | 22.2 | $ | 6.6 | $ | 2.1 | $ | 30.9 | ||||||||
|
Costs incurred in 2010 (c)
|
20.5 | 7.8 | 8.6 | 36.9 | ||||||||||||
|
Reserves reversed (b)
|
(2.3 | ) | (0.8 | ) | (0.4 | ) | (3.5 | ) | ||||||||
|
Payments
|
(29.2 | ) | (8.0 | ) | (10.0 | ) | (47.2 | ) | ||||||||
|
Currency translation
|
(1.0 | ) | 0.1 | (0.2 | ) | (1.1 | ) | |||||||||
|
Balance At December 31, 2010
|
10.2 | 5.7 | 0.1 | 16.0 | ||||||||||||
|
Costs incurred in 2011 (d)
|
2.9 | 2.2 | 0.7 | 5.8 | ||||||||||||
|
Reserves reversed (b)
|
(0.5 | ) | — | (0.1 | ) | (0.6 | ) | |||||||||
|
Payments
|
(9.0 | ) | (4.2 | ) | (0.6 | ) | (13.8 | ) | ||||||||
|
Currency translation
|
0.1 | (0.1 | ) | — | — | |||||||||||
|
Balance At December 31, 2011
|
3.7 | 3.6 | 0.1 | 7.4 | ||||||||||||
|
Costs incurred in 2012 (e)
|
1.7 | 4.3 | 0.3 | 6.3 | ||||||||||||
|
Reserves reversed (b)
|
(0.3 | ) | — | — | (0.3 | ) | ||||||||||
|
Payments
|
(3.2 | ) | (3.6 | ) | (0.4 | ) | (7.2 | ) | ||||||||
|
Currency translation
|
(0.1 | ) | — | — | (0.1 | ) | ||||||||||
|
Balance At December 31, 2012
|
$ | 1.8 | $ | 4.3 | $ | — | $ | 6.1 | ||||||||
|
2011 Restructuring Plans
|
||||||||||||||||
|
Costs incurred in 2011 (d)
|
$ | 41.3 | $ | 9.7 | $ | 24.8 | $ | 75.8 | ||||||||
|
Payments
|
(26.7 | ) | (6.2 | ) | (22.3 | ) | (55.2 | ) | ||||||||
|
Currency translation
|
(0.5 | ) | 0.1 | — | (0.4 | ) | ||||||||||
|
Balance At December 31, 2011
|
14.1 | 3.6 | 2.5 | 20.2 | ||||||||||||
|
Costs incurred in 2012 (e)
|
0.8 | 2.6 | 1.9 | 5.3 | ||||||||||||
|
Reserves reversed (b)
|
(1.3 | ) | — | (0.6 | ) | (1.9 | ) | |||||||||
|
Payments
|
(10.8 | ) | (4.6 | ) | (3.4 | ) | (18.8 | ) | ||||||||
|
Currency translation
|
(0.4 | ) | — | — | (0.4 | ) | ||||||||||
|
Balance At December 31, 2012
|
$ | 2.4 | $ | 1.6 | $ | 0.4 | $ | 4.4 | ||||||||
|
2012 Restructuring Plans
|
||||||||||||||||
|
Costs incurred in 2012 (e)
|
$ | 43.8 | $ | 6.4 | $ | 7.0 | $ | 57.2 | ||||||||
|
Payments
|
(28.8 | ) | (4.1 | ) | (4.6 | ) | (37.5 | ) | ||||||||
|
Currency translation
|
0.8 | 0.1 | — | 0.9 | ||||||||||||
|
Balance At December 31, 2012
|
$ | 15.8 | $ | 2.4 | $ | 2.4 | $ | 20.6 | ||||||||
|
(b)
|
Represents reductions in cost of plans.
|
|
(c)
|
Excludes an aggregate of $27 million of non-cash charges, net, which are detailed by segment above.
|
|
(d)
|
Excludes an aggregate of $15 million of non-cash charges, net, which are detailed by segment above.
|
|
(e)
|
Excludes an aggregate of $15 million of non-cash charges, net, which are detailed by segment above.
|
|
(In millions)
|
2012
|
2011
|
2010
|
|||||||||
|
Revenues
|
$ | 147.1 | $ | 179.6 | $ | 185.8 | ||||||
|
Pre-tax (Loss) Income
|
(30.0 | ) | (6.2 | ) | 18.0 | |||||||
|
(In millions)
|
2011
|
2010
|
||||||
|
Revenues
|
$ | 54.3 | $ | 226.2 | ||||
|
Pre-tax Income
|
9.1 | 58.9 | ||||||
|
2012
|
||||||||||||||||
|
(In millions except per share amounts)
|
First (a)
|
Second (b)
|
Third (c)
|
Fourth (d)
|
||||||||||||
|
Revenues
|
$ | 3,056.8 | $ | 3,108.1 | $ | 3,085.7 | $ | 3,259.3 | ||||||||
|
Gross Profit
|
1,289.7 | 1,321.3 | 1,298.4 | 1,386.1 | ||||||||||||
|
Income from Continuing Operations
|
280.8 | 292.4 | 299.4 | 385.8 | ||||||||||||
|
Net Income
|
277.3 | 233.8 | 290.4 | 376.4 | ||||||||||||
|
Earnings per Share from Continuing Operations:
|
||||||||||||||||
|
Basic
|
.76 | .80 | .83 | 1.08 | ||||||||||||
|
Diluted
|
.76 | .79 | .82 | 1.07 | ||||||||||||
|
Earnings per Share:
|
||||||||||||||||
|
Basic
|
.76 | .64 | .80 | 1.05 | ||||||||||||
|
Diluted
|
.75 | .63 | .79 | 1.04 | ||||||||||||
|
Cash Dividend Declared per Common Share
|
.13 | .13 | .13 | .15 | ||||||||||||
|
(a)
|
Costs of $31.1 million and after-tax loss of $3.5 million related to the company’s discontinued operations.
|
|
(b)
|
Costs of $38.9 million and after-tax loss of $58.6 million related to the company’s discontinued operations.
|
|
(c)
|
Costs of $37.3 million and after-tax loss of $9.0 million related to the company’s discontinued operations.
|
|
(d)
|
Costs of $42.9 million and after-tax loss of $9.4 million related to the company’s discontinued operations.
|
|
2011
|
||||||||||||||||
|
(In millions except per share amounts)
|
First (a)
|
Second (b)
|
Third (c)
|
Fourth (d)
|
||||||||||||
|
Revenues
|
$ | 2,682.6 | $ | 2,854.0 | $ | 2,932.9 | $ | 3,089.3 | ||||||||
|
Gross Profit
|
1,116.3 | 1,161.0 | 1,218.9 | 1,297.8 | ||||||||||||
|
Income from Continuing Operations
|
247.5 | 217.1 | 266.3 | 292.5 | ||||||||||||
|
Net Income
|
252.2 | 523.4 | 265.4 | 288.9 | ||||||||||||
|
Earnings per Share from Continuing Operations:
|
||||||||||||||||
|
Basic
|
.64 | .57 | .70 | .78 | ||||||||||||
|
Diluted
|
.63 | .56 | .70 | .78 | ||||||||||||
|
Earnings per Share:
|
||||||||||||||||
|
Basic
|
.65 | 1.37 | .70 | .77 | ||||||||||||
|
Diluted
|
.64 | 1.36 | .69 | .77 | ||||||||||||
|
(a)
|
Costs of $21.2 million and after-tax income of $4.7 million related to the company’s discontinued operations.
|
|
(b)
|
Costs of $93.2 million and after-tax income of $306.3 million related to the company’s discontinued operations.
|
|
(c)
|
Costs of $56.5 million and after-tax loss of $0.9 million related to the company’s discontinued operations.
|
|
(d)
|
Costs of $59.7 million and after-tax loss of $3.6 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, 2012
|
$ | 65.8 | $ | 0.7 | $ | 0.3 | $ | (4.6 | ) | $ | (6.7 | ) | $ | 55.5 | ||||||||||
|
Year Ended December 31, 2011
|
$ | 39.2 | $ | 11.2 | $ | 0.2 | $ | (5.7 | ) | $ | 20.9 | $ | 65.8 | |||||||||||
|
Year Ended December 31, 2010
|
$ | 46.2 | $ | 2.1 | $ | 0.3 | $ | (10.1 | ) | $ | 0.7 | $ | 39.2 | |||||||||||
|
(In millions)
|
Balance at
Beginning of
Year
|
Provision
Charged to
Expense (c)
|
Activity
Charged to
Reserve
|
Other (d)
|
Balance at
End of Year
|
|||||||||||||||||||
|
Accrued Restructuring Costs (b)
|
||||||||||||||||||||||||
|
Year Ended December 31, 2012
|
$ | 27.6 | $ | 66.6 | $ | (63.5 | ) | $ | 0.4 | $ | 31.1 | |||||||||||||
|
Year Ended December 31, 2011
|
$ | 16.0 | $ | 81.0 | $ | (69.0 | ) | $ | (0.4 | ) | $ | 27.6 | ||||||||||||
|
Year Ended December 31, 2010
|
$ | 30.9 | $ | 33.4 | $ | (47.2 | ) | $ | (1.1 | ) | $ | 16.0 | ||||||||||||
|
(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 14.
|
|
(c)
|
Excludes $15 million, $15 million and $27 million, respectively, of non-cash expense, net, in 2012 and 2011 and 2010, as described in Note 14.
|
|
(d)
|
Represents the effects of currency translation.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
Suppliers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|