TMO 10-K Annual Report Dec. 31, 2018 | Alphaminr
THERMO FISHER SCIENTIFIC INC.

TMO 10-K Fiscal year ended Dec. 31, 2018

THERMO FISHER SCIENTIFIC INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k SummaryNote 1. Nature Of Operations and Summary Of Significant Accounting PoliciesNote 2. Acquisitions and DispositionsNote 3. RevenueNote 4. Business Segment and Geographical InformationNote 5. Other Expense, NetNote 6. Stock-based Compensation ExpenseNote 7. Pension and Other Postretirement Benefit PlansNote 8. Income TaxesNote 9. Earnings Per ShareNote 10. Debt and Other Financing ArrangementsNote 11. Commitments and ContingenciesNote 12. Comprehensive Income and Shareholders' EquityNote 13. Fair Value Measurements and Fair Value Of Financial InstrumentsNote 14. Supplemental Cash Flow InformationNote 15. Restructuring and Other Costs, NetNote 16. Unaudited Quarterly Information

Exhibits

2.1 Purchase Agreement, dated as of May15, 2017, by and between Thermo Fisher ScientificInc., Thermo Fisher (CN) Luxembourg S. r.l. and PatheonN.V.(filed as Exhibit 99.(D)(1) to the Registrants Tender Offer Statement on Schedule TO-T filed May 31, 2017 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 Exhibit3.1 to the Registrants Current Report on Form8-K filed November14, 2006 [File No.1-8002] and incorporated in this document by reference). 3.3 Certificate of Elimination of the Series B Junior Participating Preferred Stock of the Company, dated November 13, 2015(filed as Exhibit3.1 to the Registrants Current Report on Form8-K filed November16, 2015 [File No.1-8002] and incorporated in this document by reference). 3.4 By-Laws of the Registrant, as amended and effective as of March 1, 2017(filed as Exhibit 3.1 to the Registrants Current Report on Form8-K filed March 2, 2017 [File No.1-8002] and incorporated in this document by reference). 4.1 Indenture dated as of November20, 2009 between the Company and The Bank of New York Mellon Trust Company, N.A.(filed as Exhibit99.1 to the Registrants Current Report on Form8-K filed November20, 2009 [File No.1-8002] and incorporated in this document by reference). 4.2 Second Supplemental Indenture dated as of April27, 2010 between the Company and The Bank of New York Mellon Trust Company, N.A.(filed as Exhibit99.2 to the Registrants Current Report on Form8-K filed April27, 2010 [File No.1-8002] and incorporated in this document by reference). 4.3 Third Supplemental Indenture dated as of February22, 2011 between the Company and The Bank of New York Mellon Trust Company, N.A.(filed as Exhibit99.2 to the Registrants Current Report on Form8-K filed February22, 2011 [File No.1-8002] and incorporated in this document by reference). 4.4 Fourth Supplemental Indenture dated as of August16, 2011 between the Company and The Bank of New York Mellon Trust Company, N.A.(filed as Exhibit99.2 to the Registrants Current Report on Form8-K filed August16, 2011 [File No.1-8002] and incorporated in this document by reference). 4.5 Fifth Supplemental Indenture dated as of August22, 2012 between the Company and The Bank of New York Mellon Trust Company, N.A.(filed as Exhibit99.2 to the Registrants Current Report on Form8-K filed August22, 2012 [File No.1-8002] and incorporated in this document by reference). 4.6 Sixth Supplemental Indenture, dated as of December11, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A.(filed as Exhibit99.2 to the Registrants Current Report on Form8-K filed December11, 2013 [File No.1-8002] and incorporated in this document by reference). 4.7 Seventh Supplemental Indenture, dated as of November14, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A.(filed as Exhibit99.2 to the Registrants Current Report on Form8-K filed November14, 2014 [File No.1-8002] and incorporated in this document by reference). 4.8 Eighth Supplemental Indenture, dated as of November24, 2014, among the Company, The Bank of New York Mellon Trust Company, N.A., as trustee, and The Bank of New York Mellon, London Branch, as paying agent(filed as Exhibit4.2 to the Registrants Current Report on Form8-K filed November24, 2014 [File No.1-8002] and incorporated in this document by reference). 4.9 Ninth Supplemental Indenture, dated as of July 21, 2015, among the Company, The Bank of New York Mellon Trust Company, N.A., as trustee, and The Bank of New York Mellon, London Branch, as paying agent(filed as Exhibit4.2 to the Registrants Current Report on Form8-K filed July 21, 2015 [File No.1-8002] and incorporated in this document by reference). 4.10 Tenth Supplemental Indenture, dated as of November24, 2015, among the Company, The Bank of New York Mellon Trust Company, N.A., as trustee, and The Bank of New York Mellon, London Branch, as paying agent(filed as Exhibit4.2 to the Registrants Current Report on Form8-K filed November24, 2015 [File No.1-8002] and incorporated in this document by reference). 4.11 Eleventh Supplemental Indenture, dated as of December 9, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A.(filed as Exhibit4.2 to the Registrants Current Report on Form8-K filed December9, 2015 [File No.1-8002] and incorporated in this document by reference). 4.12 Twelfth Supplemental Indenture, dated as of April 13, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A.(filed as Exhibit4.2 to the Registrants Current Report on Form8-K filed April 13, 2016 [File No.1-8002] and incorporated in this document by reference). 4.13 Thirteenth Supplemental Indenture, dated as of September 12, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee(filed as Exhibit 4.2 to the Registrants Current Report on Form 8-K filed September 12, 2016 [File No. 1-8002] and incorporated in this document by reference). 4.14 Fourteenth Supplemental Indenture, dated as of September 19, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee(filed as Exhibit 4.2 to the Registrants Current Report on Form 8-K filed September 19, 2016 [File No. 1-8002] and incorporated in this document by reference). 4.15 Fifteenth Supplemental Indenture, dated as of March 16, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee(filed as Exhibit 4.2 to the Registrants Current Report on Form 8-K filed March 16, 2017 [File No. 1-8002] and incorporated in this document by reference). 4.16 Sixteenth Supplemental Indenture, dated as of July24, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee(filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed July 24, 2017 [File No. 1-8002] and incorporated in this document by reference). 4.17 Seventeenth Supplemental Indenture, dated as of August 14, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee(filed as Exhibit 4.2 to the Registrants Current Report on Form 8-K filed August 14, 2017 [File No. 1-8002] and incorporated in this document by reference). 4.18 Indenture, dated as of August 9, 2016, among Thermo Fisher Scientific (Finance I) B.V., as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee(filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K filed August 9, 2016 [File No. 1-8002] and incorporated in this document by reference). 4.19 First Supplemental Indenture, dated as of August 9, 2016, among Thermo Fisher Scientific (Finance I) B.V., as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee(filed as Exhibit 4.2 to the Registrants Current Report on Form 8-K filed August 9, 2016 [File No. 1-8002] and incorporated in this document by reference). 4.20 Second Supplemental Indenture, dated as of August8, 2018, among Thermo Fisher Scientific (Finance I) B.V., as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee(filed as Exhibit 4.2 to the Registrants Current Report on Form 8-K filed August 8, 2018 [File No. 1-8002] and incorporated in this document by reference). 4.21 Indenture between Life Technologies and U.S. Bank National Association., as trustee, dated as of February19, 2010(filed as Exhibit4.1 to Life Technologies Corporations Current Report on Form8-K, filed on February19, 2010 [File No.000-25317] and incorporated in this document by reference). 4.22 First Supplemental Indenture between Life Technologies and U.S. Bank National Association., as trustee, dated as of February19, 2010, including the forms of the Life Technologies 3.375% Senior Notes due 2013, 4.400% Senior Notes due 2015 and 6.000% Senior Notes due 2020(filed as Exhibit4.2 to Life Technologies Corporations Current Report on Form8-K filed February19, 2010 [File No.000-25317] and incorporated in this document by reference). 4.23 Second Supplemental Indenture between Life Technologies and U.S. Bank National Association., as trustee, dated as of December14, 2010, including the forms of the Life Technologies 3.50% Senior Notes due 2016 and 5.00% Senior Notes due 2021(filed as Exhibit4.2 to Life Technologies Corporations Current Report on Form8-K filed December14, 2010 [File No.000-25317] 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 September12, 2007(filed as Exhibit10.2 to the Registrants Quarterly Report on Form10-Q for the quarter ended September29, 2007 [File No.18002] and incorporated in this document by reference).* 10.5 Thermo Fisher Scientific Inc. Executive Severance Policy(filed as Exhibit10.2 to the Registrants Current Report on Form8-K filed May19, 2008 [File No.1-8002] and incorporated in this document by reference).* 10.6 Summary of Thermo Fisher Scientific Inc. Annual Director Compensation(filed as Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 [File No.1-8002] and incorporated in this document by reference).* 10.7 Summary of 2018 Annual Cash Incentive Plan Matters (set forth in Item 5.02 to the RegistrantsCurrent Report on Form 8-K filed March 1, 2018[File No.1-8002] under the heading "Compensatory Arrangements of Certain Officers" and incorporated in this document by reference).* 10.8 Form of Noncompetition Agreement between the Registrant and certain key employees and executive officers(filed as Exhibit10.25 to the Registrants Annual Report on Form10-K for the year ended December31, 2009 [File No.1-8002] and incorporated in this document by reference).* 10.11 Amendment to Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc.(filed as Exhibit10.02 to Fisher Scientific International Inc.s Current Report on Form8-K filed March7, 2006 [File No.1-10920] and incorporated in this document by reference).* 10.12 Thermo Fisher Scientific Inc. Amended and Restated 2005 Deferred Compensation Plan, effective January1, 2009(filed as Exhibit10.43 to the Registrants Annual Report on Form10-K for the year ended December31, 2008 [File No.1-8002] and incorporated in this document by reference).* 10.13 Thermo Fisher Scientific Inc. 2008 Stock Incentive Plan(filed as Exhibit10.1 to the Registrants Current Report on Form8-K filed May22, 2008 [File No.1-8002] and incorporated in this document by reference).* 10.14 Amendment No.1 to Thermo Fisher Scientific Inc. Amended and Restated 2005 Deferred Compensation Plan(filed as Exhibit10.1 to the Registrants Quarterly Report on Form10-Q for the quarter ended June27, 2009 [File No.1-8002] and incorporated in this document by reference).* 10.15 2009 Restatement of Executive Severance Agreement, between Marc Casper and the Registrant, dated November21, 2009(filed as Exhibit10.5 to the Registrants Current Report on Form8-K filed November25, 2009 [File No.1-8002] and incorporated in this document by reference).* 10.16 Executive Change In Control Retention Agreement, between Marc Casper and the Registrant, dated November21, 2009(filed as Exhibit10.6 to the Registrants Current Report on Form8-K filed November25, 2009 [File No.1-8002] and incorporated in this document by reference).* 10.17 Noncompetition Agreement, between Marc Casper and the Registrant, dated November21, 2009(filed as Exhibit10.7 to the Registrants Current Report on Form8-K filed November25, 2009 [File No.1-8002] and incorporated in this document by reference).* 10.18 Amendment No.1 to Executive Severance Policy, dated February25, 2010(filed as Exhibit10.1 to the Registrants Current Report on Form8-K filed February25, 2010 [File No.1-8002] and incorporated in this document by reference).* 10.19 Amendment No.1 to 2009 Restatement of Executive Severance Agreement, dated February25, 2010, between the Registrant and Marc N. Casper(filed as Exhibit10.2 to the Registrants Current Report on Form8-K filed February25, 2010 [File No.1-8002] and incorporated in this document by reference).* 10.20 Amendment No.2 to Executive Severance Policy, dated November10, 2010(filed as Exhibit10.54 to the Registrants Annual Report on Form10-K for the year ended December31, 2010 [File No.1-8002] and incorporated in this document by reference).* 10.21 Amendment No.2 to 2009 Restatement of Executive Severance Agreement, dated November10, 2010, between the Registrant and Marc N. Casper(filed as Exhibit10.55 to the Registrants Annual Report on Form10-K for the year ended December31, 2010 [File No.1-8002] and incorporated in this document by reference).* 10.22 Amendment No.1 to Executive Change In Control Retention Agreement, dated November10, 2010, between Marc N. Casper and the Registrant(filed as Exhibit10.56 to the Registrants Annual Report on Form10-K for the year ended December31, 2010 [File No.1-8002] and incorporated in this document by reference).* 10.23 Amendment No. 2 to Executive Change in Control Retention Agreement, dated March 16, 2018, between Marc N. Casper and the Registrant(filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 [File No. 1-8002] and incorporated in this document by reference).* 10.24 Form of Executive Change in Control Retention Agreement for Officers (other than Marc Casper)(filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 [File No. 1-8002] and incorporated in this document by reference).* 10.25 Amendment to 2008 Stock Incentive Plan dated November10, 2010(filed as Exhibit10.57 to the Registrants Annual Report on Form10-K for the year ended December31, 2010 [File No.1-8002] and incorporated in this document by reference).* 10.26 Form of Thermo Fisher Scientific Inc.s Restricted Stock Unit Agreement for Directors(filed as Exhibit10.1 to the Registrants Quarterly Report on Form10-Q for the quarter ended April2, 2011 [File No.1-8002] and incorporated in this document by reference).* 10.27 Form of Thermo Fisher Scientific Inc.s Performance Restricted Stock Unit Agreement(filed as Exhibit10.4 to the Registrants Current Report on Form8-K filed February27, 2013 [File No.1-8002] and incorporated in this document by reference).* 10.28 Form of Thermo Fisher Scientific Inc.s Restricted Stock Unit Agreement(filed as Exhibit10.2 to the Registrants Current Report on Form8-K filed February27, 2013 [File No.1-8002] and incorporated in this document by reference).* 10.29 Form of Thermo Fisher Scientific Inc.s Stock Option Agreement(filed as Exhibit10.6 to the Registrants Current Report on Form8-K filed February27, 2013 [File No.1-8002] and incorporated in this document by reference).* 10.30 Form of Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper(filed as Exhibit10.3 to the Registrants Current Report on Form8-K filed February27, 2013 [File No.1-8002] and incorporated in this document by reference).* 10.31 Form of Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper(filed as Exhibit10.1 to the Registrants Current Report on Form8-K filed February27, 2013 [File No.1-8002] and incorporated in this document by reference).* 10.32 Form of Stock Option Agreement between Thermo Fisher Scientific Inc. and Marc Casper(filed as Exhibit10.5 to the Registrants Current Report on Form8-K filed February27, 2013 [File No.1-8002] and incorporated in this document by reference).* 10.33 Thermo Fisher Scientific Inc. 2013 Stock Incentive Plan(filed as Exhibit10.1 to the Registrants Current Report on Form8-K filed May23, 2013 [File No.1-8002] and incorporated in this document by reference).* 10.34 Supplemental Executive Retirement Plan effective as of December31, 2005, as amended and restated as of August28, 2006(filed as Exhibit10.3 to Applera Corporations Quarterly Report on Form10-Q for the quarter ended September 30, 2006 [File No.1-04389] and incorporated in this document by reference).* 10.35 Amendment to Supplemental Executive Retirement Plan, effective as of January1, 2010(filed as Exhibit10.1 to Life Technologies Corporations Current Report on Form8-K filed December18, 2009 [File No.000-25317] and incorporated in this document by reference).* 10.36 Noncompetition Agreement between the Registrant and Mark Stevenson, dated September 10, 2015(filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 26, 2015 [File No. 1-8002] and incorporated in this document by reference).* 10.37 Form of Thermo Fisher Scientific Inc.s Stock Option Agreement for Officers(filed as Exhibit 10.44 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 [File No.1-8002] and incorporated in this document by reference).* 10.38 Patheon N.V. 2016 Omnibus Incentive Plan(filed as Exhibit 10.2 to the Current Report on Form 8-K filed by Patheon N.V. on July 26, 2016 [File No. 001-37837] and incorporated in this document by reference).* 10.39 Amendment to Patheon N.V. 2016 Omnibus Incentive Plan, dated March 7, 2017(filed as exhibit 4.5 to the Registrant's Registration Statement on Form S-8 filed August 29, 2017 [File No. 1-8002] and incorporated in this document by reference).* 10.40 Amendment to Patheon N.V. 2016 Omnibus Incentive Plan, dated August 23, 2017(filed as exhibit 4.6 to the Registrant's Registration Statement on Form S-8 filed August 29, 2017 [File No. 1-8002] and incorporated in this document by reference).* 10.41 Credit Agreement, dated July 1,2016, among the Company, certain Subsidiaries of the Company from time to time party thereto, each lender from time to time party thereto, and Bank of America, N.A.(filed as Exhibit10.3 to the Registrants Current Report on Form8-K filed July 1,2016 [File No.1-8002] and incorporated in this document by reference). 21 Subsidiaries of the Registrant. 23.1 Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm. 31.1 Certification of Chief Executive Officer required by Exchange Act Rules13a-14(a) and 15d-14(a), as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer required by Exchange Act Rules13a-14(a) and 15d-14(a), as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer required by Exchange Act Rules13a-14(b) and 15d-14(b), as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of Chief Financial Officer required by Exchange Act Rules13a-14(b) and 15d-14(b), as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.**