SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
x
Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 2009
or
o
Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Commission
file number 1-8002
THERMO
FISHER SCIENTIFIC INC.
(Exact
name of Registrant as specified in its charter)
Delaware
04-2209186
(State
of incorporation or organization)
(I.R.S.
Employer Identification No.)
81
Wyman Street
Waltham,
Massachusetts
02451
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (781) 622-1000
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Name
of each exchange on which registered
Common
Stock, $1.00 par value
New
York Stock Exchange
Preferred
Stock Purchase Rights
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes x No o
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. Yes o No x
Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding
12
months, and (2) has been subject to such filing requirements for the past 90
days. Yes x No o
Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T during the preceding
12 months (or for such shorter period that the Registrant was required to submit
and post such files). Yes x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer x Accelerated
filer o Non-accelerated
filer o Smaller reporting
company o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
As of
June 26, 2009, the aggregate market value of the voting stock held by
nonaffiliates of the Registrant was approximately $17,076,299,000 (based on the
last reported sale
of common
stock on the New York Stock Exchange Composite Tape reporting system on June 26,
2009).
As of
February 5, 2010, the Registrant had 409,461,414 shares of Common Stock
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Sections
of Thermo Fisher’s definitive Proxy Statement for the 2010 Annual Meeting of
Shareholders are incorporated by reference into Parts II and III of this
report.
ANNUAL
REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER
31, 2009
Page
PART
I
Item
1.
3
Item
1A.
23
Item
1B.
29
Item
2.
Item
3.
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Item
4.
PART
II
Item
5.
31
Item
6.
32
Item
7.
33
Item
7A.
51
Item
8.
52
Item
9.
53
Item
9A.
Item
9B.
PART
III
Item
10.
54
Item
11.
Item
12.
Item
13.
Item
14.
PART
IV
Item
15.
55
2
PART I
Item
1.
General
Development of Business
Thermo Fisher Scientific Inc. (also
referred to in this document as “Thermo Fisher,” “we,” the “company,” or the
“registrant”) is the world leader in serving science. We enable our customers to
make the world healthier, cleaner and safer by providing analytical instruments,
equipment, reagents and consumables, software and services for research,
manufacturing, analysis, discovery and diagnostics.
In November 2006, Thermo Electron
Corporation (also referred to in this document as “Thermo,” which is the
predecessor to Thermo Fisher) merged with Fisher Scientific International Inc.
(also referred to in this document as “Fisher”) to create Thermo Fisher. Thermo
Fisher has approximately 35,400 employees and serves more than 350,000 customers
within pharmaceutical and biotech companies, hospitals and clinical diagnostic
labs, universities, research institutions and government agencies, as well as
environmental, industrial quality and process control settings.
We serve our customers through two
principal brands, Thermo Scientific and Fisher Scientific:
·
Thermo
Scientific is our technology brand,
offering customers a complete range of high-end analytical instruments as
well as laboratory equipment, software, services, consumables and reagents
to enable integrated laboratory workflow solutions. Our portfolio of
products includes innovative technologies for mass spectrometry, elemental
analysis, molecular spectroscopy, sample preparation, informatics, fine-
and high-purity chemistry production, cell culture, protein analysis,
RNA-interference techniques, immunodiagnostic testing, microbiology, as
well as environmental monitoring and process
control.