Document and Entity Information
Document and Entity Information (USD $) | |||
12 Months Ended
Dec. 31, 2009 | Feb. 05, 2010
| Jun. 27, 2009
| |
Document and Entity | |||
Entity Registrant Name | Thermo Fisher Scientific Inc. | ||
Entity Central Index Key | 0000097745 | ||
Document Type | 10-K | ||
Document Period End Date | 2009-12-31 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $17,076,299,000 | ||
Entity Common Stock, Shares Outstanding | 409,461,414 |
Consolidated Statement of Incom
Consolidated Statement of Income (USD $) | |||
In Millions, except Per Share data | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Revenues: | |||
Product revenues | 8523.7 | 8838.8 | 8300.6 |
Service revenues | 1,586 | 1659.2 | 1445.8 |
Total revenues | 10109.7 | 10,498 | 9746.4 |
Costs and Operating Expenses: | |||
Cost of product revenues | 5157.9 | 5299.6 | 5079.3 |
Cost of service revenues | 927.1 | 992.2 | 862.7 |
Selling, general and administrative expenses | 2668.9 | 2692.3 | 2549.1 |
Research and development expenses | 246.1 | 249.1 | 238.7 |
Restructuring and other costs, net | 60.8 | 35.4 | 42.2 |
Total costs and operating expenses | 9060.8 | 9268.6 | 8,772 |
Operating income | 1048.9 | 1229.4 | 974.4 |
Other Expense, Net | -121.8 | -101.4 | -113.8 |
Income from Continuing Operations Before Provision for Income Taxes | 927.1 | 1,128 | 860.6 |
Provision for Income Taxes | -75.8 | -152.6 | -93.7 |
Income from Continuing Operations | 851.3 | 975.4 | 766.9 |
(Loss) Gain on Disposal of Discontinued Operations, Net (net of income tax benefit of $0.6 in 2009 and income tax provision of $3.5 in 2008 and $4.2 in 2007) | (1) | 5.5 | -18.5 |
Net Income | 850.3 | 980.9 | 748.4 |
Earnings per Share from Continuing Operations: | |||
Earnings per share from continuing operations - basic | 2.06 | 2.33 | 1.82 |
Earnings per share from continuing operations - diluted | 2.01 | 2.24 | 1.73 |
Earnings per Share: | |||
Earnings per share - basic | 2.06 | 2.34 | 1.77 |
Earnings per share - diluted | 2.01 | 2.25 | 1.69 |
Weighted Average Shares: | |||
Weighted average shares - basic | 412.4 | 418.2 | 421.5 |
Weighted average shares - diluted | 422.8 | 434.7 | 443.6 |
1_Consolidated Statement of Inc
Consolidated Statement of Income (Parenthetical) (USD $) | |||
In Millions | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Consolidated Income Statement Parenthetical [Abstract] | |||
Provision for Income Taxes on Gain on Disposal of Discontinued Operations | -0.6 | 3.5 | 4.2 |
Consolidated Balance Sheet
Consolidated Balance Sheet (USD $) | ||
In Millions | Dec. 31, 2009
| Dec. 31, 2008
|
Current Assets: | ||
Cash and cash equivalents | 1564.1 | 1280.5 |
Short-term investments, at quoted market value | 7.1 | 7.5 |
Accounts receivable, less allowances of $47.2 and $43.1 | 1409.6 | 1478.1 |
Inventories | 1131.4 | 1171.4 |
Deferred tax assets | 160 | 161.7 |
Other current assets | 258.7 | 246.7 |
Total current assets | 4530.9 | 4345.9 |
Property, Plant and Equipment, Net | 1333.4 | 1275.3 |
Acquisition-related Intangible Assets, net | 6,337 | 6423.2 |
Other Assets | 440.8 | 367.9 |
Goodwill | 8982.9 | 8677.7 |
Total Assets | 21,625 | 21,090 |
Current Liabilities: | ||
Short-term obligations and current maturities of long-term obligations | 117.5 | 14.8 |
Accounts payable | 533.6 | 539.5 |
Accrued payroll and employee benefits | 286 | 296.2 |
Accrued income taxes | 28.4 | 32.9 |
Deferred revenue | 139.8 | 135.3 |
Other accrued expenses | 534 | 521.5 |
Total current liabilities | 1639.3 | 1540.2 |
Deferred Income Taxes | 1933.8 | 1994.2 |
Other Long-term Liabilities | 555.1 | 601.7 |
Long-term Obligations | 2,064 | 2003.2 |
Commitments and Contingencies (Note 10) | ||
Incremental Convertible Debt Obligation | 1.9 | 24.2 |
Shareholders' Equity: | ||
Preferred stock, $100 par value, 50,000 shares authorized; none issued | 0 | 0 |
Common stock, $1 par value, 1,200,000,000 shares authorized; 423,875,260 and 421,791,009 shares issued | 423.9 | 421.8 |
Capital in excess of par value | 11140.7 | 11301.3 |
Retained earnings | 4350.8 | 3500.5 |
Treasury stock at cost, 14,564,637 and 3,825,245 shares | -576.5 | -151.3 |
Accumulated other comprehensive items | 92 | -145.8 |
Total shareholders' equity | 15430.9 | 14926.5 |
Total Liabilities & Shareholders' Equity | $21,625 | $21,090 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) (USD $) | ||
In Millions, except Share data | Dec. 31, 2009
| Dec. 31, 2008
|
Consolidated Balance Sheet Parenthetical [Abstract] | ||
Accounts Receivable Allowances | 47.2 | 43.1 |
Preferred Stock, $100 Par Value - Par Value | 100 | 100 |
Preferred Stock, $100 Par Value - Shares Authorized | 50,000 | 50,000 |
Preferred Stock, $100 Par Value - Shares Issued | 0 | 0 |
Common Stock, $1 Par Value - Par Value | 1 | 1 |
Common Stock, $1 Par Value - Shares Authorized | 1,200,000,000 | 1,200,000,000 |
Common Stock, $1 Par Value - Shares Issued | 423,875,260 | 421,791,009 |
Treasury Stock at Cost - Shares | 14,564,637 | 3,825,245 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (USD $) | |||
In Millions | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Operating Activities: | |||
Net Income | 850.3 | 980.9 | 748.4 |
Loss (Gain) on Disposal of Discontinued Operations | 1 | -5.5 | 18.5 |
Income from Continuing Operations | 851.3 | 975.4 | 766.9 |
Adjustments to reconcile income from continuing operations to net cash provided by operating activities: | |||
Depreciation and amortization | 787.3 | 792.7 | 756.8 |
Change in deferred income taxes | -248.6 | -131.4 | -98.8 |
Non-cash stock-based compensation | 68.1 | 57.1 | 51.1 |
Non-cash interest expense on convertible debt | 22.5 | 21.6 | 20.7 |
Non-cash charges for sale of inventories revalued at the date of acquisition | 3.7 | 1 | 48.3 |
Tax benefits from stock-based compensation awards | -2.6 | -25.4 | -96.8 |
Other non-cash expenses, net | 63.8 | 48.5 | 61.4 |
Changes in assets and liabilities, excluding the effects of acquisitions and dispositions: | |||
Change in accounts receivable | 127.3 | -50.9 | (10) |
Change in inventories | 108.2 | -49.6 | (14) |
Change in other assets | -18.4 | -40.6 | -13.9 |
Change in accounts payable | -44.9 | -123.9 | 6.9 |
Change in other liabilities | -16.3 | (32) | 60.8 |
Contributions to retirement plans | -41.1 | -20.7 | -54.2 |
Net cash provided by continuing operations | 1660.3 | 1421.8 | 1485.2 |
Net cash used in discontinued operations | -1.1 | -1.6 | -1.7 |
Net cash provided by operating activities | 1659.2 | 1420.2 | 1483.5 |
Investing Activities: | |||
Acquisitions, net of cash acquired | -637.3 | -201.5 | -492.5 |
Purchase of property, plant and equipment | -207.5 | -264.4 | -175.5 |
Proceeds from sale of property, plant and equipment | 13.4 | 15.4 | 19.2 |
Purchase of available-for-sale investments | 0 | -0.1 | -8.1 |
Proceeds from sale of available-for-sale investments | 0.8 | 0.6 | 7.7 |
Proceeds from sale of businesses, net of cash divested | 4.4 | 3.5 | 0 |
Distribution from retirement trust to fund disbursements | 0.4 | 0.8 | 25.6 |
Collection of notes receivable | 0.3 | 0 | 48.2 |
Increase in other assets | (4) | -12.2 | -41.9 |
Net cash used in continuing operations | -829.5 | -457.9 | -617.3 |
Net cash provided by discontinued operations | 0 | 7.9 | 31.3 |
Net cash used in investing activities | -829.5 | (450) | (586) |
Financing Activities: | |||
Decrease in short-term notes payable | -21.1 | -15.4 | -463.5 |
Purchases of company common stock | -414.6 | -187.4 | (898) |
Net proceeds from issuance of company common stock | 54.4 | 85.1 | 345.4 |
Tax benefits from stock-based compensation awards | 2.6 | 25.4 | 96.8 |
Net proceeds from issuance of long-term debt | 748.2 | 0 | 0.8 |
Settlement of convertible debt | -615.5 | -4.7 | -0.1 |
Redemption and repayment of long-term obligations | -311.5 | -131.4 | -10.1 |
Net cash used in financing activities | -557.5 | -228.4 | -928.7 |
Exchange Rate Effect on Cash of Continuing Operations | 11.4 | -86.4 | -11.1 |
Increase (Decrease) in Cash and Cash Equivalents | 283.6 | 655.4 | -42.3 |
Cash and Cash Equivalents at Beginning of Period | 1280.5 | 625.1 | 667.4 |
Cash and Cash Equivalents at End of Period | 1564.1 | 1280.5 | 625.1 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income (USD $) | |||
In Millions | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Comprehensive Income Abstract | |||
Net Income | 850.3 | 980.9 | 748.4 |
Other Comprehensive Items: | |||
Currency translation adjustment | 198.8 | -431.6 | 200.9 |
Unrealized gains (losses) on available-for-sale investments, net of tax | 2.2 | -1.3 | 1.5 |
Unrealized gains on hedging instruments, net of tax | 0.2 | 0.2 | 0.3 |
Pension and other postretirement benefit liability adjustments, net of tax | 36.6 | -101.5 | 35.5 |
Total other comprehensive items | 237.8 | -534.2 | 238.2 |
Total Comprehensive Income | 1088.1 | 446.7 | 986.6 |
Consolidated Statement of Share
Consolidated Statement of Shareholders Equity (USD $) | ||||||
In Millions | Common Stock, $1 Par Value
| Additional Paid-In Capital
| Retained Earnings
| Treasury Stock
| Accumulated Other Comprehensive Income
| Total
|
Beginning balance at Dec. 31, 2006 | 424.2 | 11779.9 | 1771.2 | -246.4 | 150.2 | |
Issuance of shares for conversion of debt | 0 | |||||
Retirement of treasury shares | 0 | 0 | 0 | |||
Issuance of shares upon exercise of warrants | 0 | 0 | ||||
Issuance of shares under employees' and directors' stock plans | 15.1 | 316.6 | ||||
Settlement of convertible debt | 0.4 | |||||
Stock-based compensation | 56.9 | |||||
Tax benefit related to employees and directors stock plans | 99.1 | |||||
Reclassification from temporary equity | 20.7 | |||||
Net Income | 748.4 | 748.4 | ||||
Purchases of company common stock | (898) | |||||
Total other comprehensive items | 238.2 | 238.2 | ||||
Shares received for exercise of warrants | 0 | |||||
Activity under employees and directors stock plans | -12.9 | |||||
Ending balance at Dec. 31, 2007 | 439.3 | 12273.6 | 2519.6 | -1157.3 | 388.4 | 14463.6 |
Issuance of shares for conversion of debt | 0.1 | |||||
Retirement of treasury shares | (25) | -1193.2 | 1218.2 | |||
Issuance of shares upon exercise of warrants | 3.3 | 12.7 | ||||
Issuance of shares under employees' and directors' stock plans | 4.1 | 88.2 | ||||
Settlement of convertible debt | -0.2 | |||||
Stock-based compensation | 57.1 | |||||
Tax benefit related to employees and directors stock plans | 25.1 | |||||
Reclassification from temporary equity | 38 | |||||
Net Income | 980.9 | 980.9 | ||||
Purchases of company common stock | -187.4 | |||||
Total other comprehensive items | -534.2 | -534.2 | ||||
Shares received for exercise of warrants | (16) | |||||
Activity under employees and directors stock plans | -8.8 | |||||
Ending balance at Dec. 31, 2008 | 421.8 | 11301.3 | 3500.5 | -151.3 | -145.8 | 14926.5 |
Issuance of shares for conversion of debt | 0 | |||||
Retirement of treasury shares | 0 | 0 | 0 | |||
Issuance of shares upon exercise of warrants | 0 | 0 | ||||
Issuance of shares under employees' and directors' stock plans | 2.1 | 63.4 | ||||
Settlement of convertible debt | -312.8 | |||||
Stock-based compensation | 68.1 | |||||
Tax benefit related to employees and directors stock plans | -1.6 | |||||
Reclassification from temporary equity | 22.3 | |||||
Net Income | 850.3 | 850.3 | ||||
Purchases of company common stock | -414.6 | |||||
Total other comprehensive items | 237.8 | 237.8 | ||||
Shares received for exercise of warrants | 0 | |||||
Activity under employees and directors stock plans | -10.6 | |||||
Ending balance at Dec. 31, 2009 | 423.9 | 11140.7 | 4350.8 | -576.5 | $92 | 15430.9 |
2_Consolidated Statement of Sha
Consolidated Statement of Shareholders Equity (Parenthetical) (USD $) | |||
12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 | |
Consolidated Statement of Shareholders Equity Parenthetical Abstract | |||
Common Stock, $1 Par Value - Par Value | 1 | 1 | |
Common Stock, $1 Par Value - Shares Issued | 423,875,260 | 421,791,009 | 439,340,851 |
Issuance of shares for conversion of debt - Shares Issued | 0 | 74,089 | 9,536 |
Retirement of treasury shares - Shares | 0 | (25,000,000) | 0 |
Issuance of shares upon exercise of warrants - Shares Issued | 0 | 3,307,170 | 0 |
Issuance of shares under employees and directors stock plans - Shares Issued | 2,084,251 | 4,068,899 | 15,091,023 |
Treasury Stock at Cost - Shares | 14,564,637 | 3,825,245 | 24,102,880 |
Purchases of company stock - Shares | 10,463,757 | 4,273,950 | 16,370,945 |
Shares received for exercise of warrants - Shares | 0 | 280,540 | 0 |
Activity under employees and directors stock plans - Shares | 275,635 | 167,875 | 96,751 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Nature Of Operations And Significant Accounting Policies | Note 1.Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Thermo Fisher Scientific Inc. (the company) enables customers to make the world healthier, cleaner and safer. The company offers customers a complete range of high-end analytical instruments, software, services, consumables and reagents to enable integrated laboratory workflow solutions and a complete portfolio of laboratory equipment, chemicals, supplies and services used in healthcare, scientific research, safety and education. Markets served include pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as environmental and industrial process control settings. Principles of Consolidation The accompanying financial statements include the accounts of the company and its wholly and majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated. The company accounts for investments in businesses in which it owns between 20% and 50% using the equity method. Subsequent Events The company has evaluated events and transactions occurring after the balance sheet date through February 26, 2010 for recognition or disclosure in the consolidated financial statements and notes. Revenue Recognition and Accounts Receivable Revenue is recognized after all significant obligations have been met, collectability is probable and title has passed, which typically occurs upon shipment or delivery or completion of services. If customer-specific acceptance criteria exist, the company recognizes revenue after demonstrating adherence to the acceptance criteria. The company recognizes revenue and related costs for arrangements with multiple deliverables, such as equipment and installation, as each element is delivered or completed based upon its relative fair value. If fair value is not available for any undelivered element, revenue for all elements is deferred until delivery is completed. When a portion of the customer's payment is not due until installation or acceptance, the company defers that portion of the revenue until completion of installation or acceptance has been obtained. Provisions for discounts, warranties, rebates to customers, returns and other adjustments are provided for in the period the related sales are recorded. The company recognizes revenue from the sale of software. License fee revenues relate primarily to sales of perpetual licenses to end-users and are recognized when a formal agreement exists, the license fee is fixed and determinable, delivery of the software has occurred and collection is probable. Software arrangements with customers often include multiple elements, including software products, maintenance and support. The company recognizes software license fees based on the residual method after all elements have either been delivered or vendor specific objective evidence (VSOE) of fair value exists for such undelivered elements. In the event VSOE is not available for any undelivered element, revenue for all elements is deferred until delivery is completed. Revenues from software maintenance and suppor |
Acquisitions And Dispositions
Acquisitions And Dispositions | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Acquisitions | Note 2.Acquisitions and Dispositions 2009 Acquisitions In April 2009, the company's Laboratory Products and Services segment acquired Biolab, an Australia-based provider of analytical instruments, life science consumables and laboratory equipment, for AUD 180 million (USD $132 million), net of cash acquired. The acquisition broadened the geographic reach of the company's customer channels. Revenue of Biolab totaled AUD 178 million in its fiscal year ended May 2009. The purchase price exceeded the fair value of the acquired net assets and, accordingly, $62 million was allocated to goodwill, none of which is tax deductible. In October 2009, the company's Analytical Technologies segment acquired B.R.A.H.M.S. AG, a leading provider of specialty diagnostic tests, as well as intensive care treatments and prenatal screening, for 331 million Euros (approximately $482 million including the assumption of $32 million of debt). The acquisition of B.R.A.H.M.S. increased the breadth of the company's specialty diagnostics portfolio and provided a significant reagent manufacturing center in Europe. B.R.A.H.M.S. reported revenues in 2008 of 75 million Euros. The purchase price exceeded the fair value of the acquired net assets and, accordingly, $183 million was allocated to goodwill, none of which is tax deductible. In addition, in 2009 the Analytical Technologies segment acquired a culture media manufacturer and distributor in Malaysia and Singapore; the remaining interest in a Mexico-based manufacturer and distributor of bulk weighing products; and a developer of advanced, miniaturized gas chromatography instruments. The Laboratory Products and Services segment acquired a Spain-based distributor of laboratory instrumentation and equipment and a Sweden-based distributor of clinical chemistry analysis instruments. The aggregate consideration for these acquisitions was $38 million. The company paid contingent purchase price obligations of $22 million in 2009, and also accrued as of December 31, 2009, through an increase to goodwill, an additional obligation of $5 million for the achievement of specified operating results, for several acquisitions completed prior to 2009. 2008 Acquisitions In 2008, the company's Analytical Technologies segment acquired the intellectual property of an immunohistochemistry control slide business; a manufacturer and distributor of analytical instruments serving the life sciences and environmental industries; a provider of RNAi, genomics and antibody tools used by life science researchers; a manufacturer and distributor of antibodies and reagents; a manufacturer of water analysis systems; a manufacturer of histology and anatomical pathology labeling and tracking products; and an iron testing reagent product line. The company's Laboratory Products and Services segment acquired, in separate transactions, three distributors of laboratory equipment and consumables; a manufacturer of carbon fiber centrifuge rotors; a network of depots providing clinical trial packaging and distribution, and the intellectual property and other assets of a manufacturer of automated cell factory equipment. No individual acquisition exceeded $50 m |
Business Segment and Geographic
Business Segment and Geographical Information | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Business Segment Information | Note 3.Business Segment and Geographical Information The company's continuing operations fall into two business segments. During the first quarters of 2008 and 2009, the company transferred management responsibility and the related financial reporting and monitoring for several small product lines between segments. The company has historically moved a product line between segments when a shift in strategic focus of either the product line or a segment more closely aligns the product line with a segment different than that in which it had previously been reported. Segment information for all periods presented has been reclassified to reflect these transfers. The company's segments are as follows: Analytical Technologies: serves research scientists, as well as customers in healthcare and clinical laboratories, in manufacturing and in the field, with a suite of advanced analytical technologies, including scientific instruments, robotics and software for creating advanced integrated workflows. The segment also includes a range of diagnostic reagents and instruments used by hospitals and reference laboratories. Laboratory Products and Services: serves life science, healthcare and safety markets with a broad portfolio of products and consumables used for routine laboratory processes, as well as a range of biopharma outsourcing services such as clinical packaging and biological sample management. The segment also includes the company's extensive customer channels network consisting of catalog, e-commerce and other sales avenues. The company's management evaluates segment operating performance based on operating income before certain charges/credits to cost of revenues and selling, general and administrative expenses, principally associated with acquisition accounting; restructuring and other costs/income including costs arising from facility consolidations such as severance and abandoned lease expense and gains and losses from the sale of real estate and product lines; and amortization of acquisition-related intangible assets. The company uses this measure because it helps management understand and evaluate the segments' core operating results and facilitates comparison of performance for determining compensation. Business Segment Information (In millions) 2009 2008 2007 Revenues Analytical Technologies $ 4,153.9 $ 4,468.6 $ 4,179.1 Laboratory Products and Services 6,426.6 6,455.2 5,913.1 Eliminations (470.8) (425.8) (345.8) Consolidated revenues 10,109.7 10,498.0 9,746.4 Segment Income Analytical Technologies (a) 837.3 955.3 823.6 Laboratory Products and Services (a) 877.6 913.8 813.3 Subtotal reportable segments (a) 1,714.9 1,869.1 1,636.9 Cost of revenues charges (6.7) (1.5) (49.2) Selling, general and administrative charges, net (1.5) Restructuring and other costs, net (60.8) (35.4) (42.2) Amortization of acquisition-related intangible assets (597.0) (602.8) (571.1) Consolidated operating income 1,048.9 1,229.4 974.4 Other expense, net (b) (121.8) (101.4) (113.8) Income |
Other Expense, Net
Other Expense, Net | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Other Expense, Net | Note 4.Other Expense, Net As discussed in Note 1, although the company's cash interest payments have not been affected, the adoption of the new convertible debt accounting guidance has increased the company's reported interest expense in a manner that reflects interest rates of similar non-convertible debt. The rule required adjustment of prior periods to conform to current accounting. The components of other expense, net, in the accompanying statement of income are as follows: (In millions) 2009 2008 2007 Interest Income $ 16.1 $ 51.7 $ 46.5 Interest Expense (118.1) (151.5) (160.5) Loss on Investments, Net (3.1) (5.6) (9.0) Other Items, Net (16.7) 4.0 9.2 $ (121.8) $ (101.4) $ (113.8) The company acquired 5,660,000 shares of Nanogen Inc. as a result of the Fisher merger. In December 2007, the company recorded a loss of $8.9 million on the investment in Nanogen for other than temporary impairment following a decline in the quoted fair market value of the shares that occurred between April and December 2007. In 2008 and 2009, the company recorded losses of $1.2 million and $0.7 million, respectively, on the investment in Nanogen for other than temporary impairment. The investment in Nanogen was sold in 2009 for nominal proceeds. The company also recorded charges of $2.9 million and $4.9 million in 2009 and 2008 for other than temporary impairment of other investments that decreased in value primarily in the prior 6-9 months. Loss on investments, net also includes portfolio gains from the company's day-to day investing activities. During 2009, the company redeemed all of its outstanding 6.75% Senior Subordinated Notes due 2014 and settled a tender offer for its 2.50% Convertible Senior Notes due 2023 (Note 9). As a result of these transactions, the company recorded a loss on the early extinguishment of debt of $15 million, which is included in other items, net in the above table. |
Stockbased Compensation Expense
Stockbased Compensation Expense | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Stock-based Compensation Expense | Note 5.Stock-based Compensation Plans The company has stock-based compensation plans for its key employees, directors and others. These plans permit the grant of a variety of stock and stock-based awards, including restricted stock, stock options, stock bonus shares or performance-based shares, as determined by the compensation committee of the company's Board of Directors or for certain non-officer grants, by the company's employee equity committee, which consists of its chief executive officer. Options granted prior to July 2000 under these plans vested over 0-10 years and had terms ranging from 3-12 years. Options granted in or after July 2000 under these plans generally vested over 3-5 years with terms of 7-10 years, assuming continued employment with certain exceptions. The company practice is to grant options at fair market value. The company generally issues new shares of its common stock to satisfy option exercises. Grants of stock options and restricted stock on or after November 9, 2006, provide that upon a future change in control of the company and qualifying termination of an option holder's employment, all options and service-based restricted stock awards held by the recipient become immediately vested unless an employment or other agreement with the employee provides for different treatment. Compensation cost is based on the grant-date fair value and is recognized ratably over the requisite vesting period or to the retirement date for retirement eligible employees, if earlier. The components of pre-tax stock-based compensation expense are as follows: (In millions) 2009 2008 2007 Stock Option Awards $ 42.4 $ 35.9 $ 35.2 Restricted share/Unit Awards 25.7 21.2 15.9 Total Stock-based Compensation Expense $ 68.1 $ 57.1 $ 51.1 Stock-based compensation expense is included in the accompanying statement of income as follows: (In millions) 2009 2008 2007 Cost of Revenues $ 6.2 $ 4.2 $ 3.6 Selling, General and Administrative Expenses 59.8 51.3 45.9 Research and Development Expenses 2.1 1.6 1.6 Total Stock-based Compensation Expense $ 68.1 $ 57.1 $ 51.1 The company has elected to recognize any excess income tax benefits from stock option exercises in capital in excess of par value only if an incremental income tax benefit would be realized after considering all other tax attributes presently available to the company. The company measures the tax benefit associated with excess tax deductions related to stock-based compensation expense by multiplying the excess tax deductions by the statutory tax rates. The company uses the incremental tax benefit approach for utilization of tax attributes. Tax benefits recognized in capital in excess of par value on the accompanying balance sheet were $25.1 million and $99.1 million, respectively, in 2008 and 2007. A tax charge of $1.6 million was recorded in capital in excess of par value in 2009 for the excess of deferred tax asset over actual tax benefits realized at option exercise. Stock Options The fair value of most option grants is estimated using the Black-Scholes option pricing model. For option grants th |
Defined Benefit Pension Plans
Defined Benefit Pension Plans | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Defined Benefit Pension Plans | Note 6.Pension and Other Postretirement Benefit Plans 401(k) Savings Plan and Other Defined Contribution Plans The company's 401(k) savings and other defined contribution plans cover the majority of the company's eligible U.S. and certain non-U.S. employees. Contributions to the plans are made by both the employee and the company. Company contributions are based on the level of employee contributions. Certain of the company's subsidiaries offer retirement plans in lieu of participation in the company's 401(k) savings plans. Company contributions to these plans are based on formulas determined by the company. In 2009, 2008 and 2007, the company charged to expense $64.4 million, $55.5 million and $56.8 million, respectively, related to its defined contribution plans. Defined Benefit Pension Plans Employees of a number of non-U.S. and certain U.S. subsidiaries participate in defined benefit pension plans covering substantially all full-time employees at those subsidiaries. Some of the plans are unfunded, as permitted under the plans and applicable laws. The company also has a postretirement healthcare program in which certain employees are eligible to participate. The costs of the healthcare program are funded on a self-insured and insured-premium basis. The company recognizes the funded status of defined benefit pension and other postretirement benefit plans as an asset or liability. This amount is defined as the difference between the fair value of plan assets and the benefit obligation. The company is required to recognize as a component of other comprehensive income, net of tax, the actuarial (gains) losses and prior service costs (credits) that arise but were not previously required to be recognized as components of net periodic benefit cost. Other comprehensive income is adjusted as these amounts are later recognized in income as components of net periodic benefit cost. When an employer is acquired as part of a merger, any excess of projected benefit obligation over the plan assets is recognized as a liability and any excess of plan assets over the projected benefit obligation is recognized as a plan asset. The recognition of a new liability or a new asset results in the elimination of (a) previously existing unrecognized net gain or loss, (b) unrecognized prior service cost and (c) unrecognized net transition obligation. The company funds annually, at a minimum, the statutorily required minimum amount as actuarially determined. During 2009, 2008 and 2007, the company made contributions of approximately $41.1 million, $20.7 million and $54.2 million, respectively. Contributions are estimated at between $20 and $30 million for 2010. The following table provides a reconciliation of benefit obligations and plan assets of the company's domestic and non-U.S. pension plans: Domestic Pension Benefits Non-U.S. Pension Benefits (In millions) 2009 2008 2009 2008 Change in Projected Benefit Obligations Benefit Obligation at Beginning of Year $ 408.5 $ 405.5 $ 511.7 $ 663.3 Business combination 10.4 Service costs 0.8 2.9 9.7 10.9 Interest costs 20.6 22.0 28.6 32.8 Curtail |
Income Taxes
Income Taxes | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Income Taxes | Note 7.Income Taxes The components of income from continuing operations before provision for income taxes are as follows: (In millions) 2009 2008 2007 U.S. $ 579.3 $ 704.7 $ 639.8 Non-U.S. 347.8 423.3 220.8 $ 927.1 $ 1,128.0 $ 860.6 The components of the provision for income taxes of continuing operations are as follows: (In millions) 2009 2008 2007 Income Tax Provision Federal $ 192.3 $ 185.0 $ 57.0 Non-U.S. 104.4 81.7 90.9 State 24.7 36.7 24.5 321.4 303.4 172.4 Deferred Income Tax Provision (Benefit) Federal $ (147.8) $ (59.8) $ 68.2 Non-U.S. (83.4) (63.1) (134.0) State (14.4) (27.9) (12.9) (245.6) (150.8) (78.7) $ 75.8 $ 152.6 $ 93.7 The income tax provision included in the accompanying statement of income is as follows: (In millions) 2009 2008 2007 Continuing Operations $ 75.8 $ 152.6 $ 93.7 Discontinued Operations (0.6) 3.5 4.2 $ 75.2 $ 156.1 $ 97.9 The company receives a tax deduction upon the exercise of non-qualified stock options by employees for the difference between the exercise price and the market price of the underlying common stock on the date of exercise. The provision for income taxes that is currently payable does not reflect $25.1 million and $99.1 million of such benefits of the company that have been allocated to capital in excess of par value in 2008 and 2007, respectively. The provision for income taxes in the accompanying statement of income differs from the provision calculated by applying the statutory federal income tax rate of 35% to income from continuing operations before provision for income taxes due to the following: (In millions) 2009 2008 2007 Provision for Income Taxes at Statutory Rate $ 324.5 $ 394.8 $ 301.2 Increases (Decreases) Resulting From: Foreign rate differential (147.0) (165.6) (148.6) Change in tax laws and apportionment (2.5) (27.9) (31.6) Income tax credits (100.3) (54.2) (33.2) Manufacturing deduction (15.8) (17.5) (15.3) State income taxes, net of federal tax (0.4) 11.1 9.3 Nondeductible expenses 4.6 6.1 6.4 Unrecognized tax benefit reserves, net 7.4 6.5 3.2 Tax return reassessments and settlements (0.4) (1.2) Other, net 5.7 0.5 2.3 $ 75.8 $ 152.6 $ 93.7 During 2009, the company recorded an income tax benefit of $2.5 million, net, principally due to a reduction in deferred income taxes resulting from a change in the apportionment of state tax rates. During 2008, the company recorded an income tax benefit of $27.9 million, net, principally due to a reduction in deferred income taxes resulting from a change in the apportionment of state tax rates and newly enacted reductions in tax rates in Switzerland. During 2007, the company recorded an income tax benefit of $31.6 million, net, principally due to a reduction in deferred income taxes as a result of tax law changes in the United Kingdom, Denmark, Canada and Germany. Net deferred tax asset (liability) in the accompanying |
Earnings Per Share
Earnings Per Share | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Earnings per Share | Note 8.Earnings per Share (In millions except per share amounts) 2009 2008 2007 Income from Continuing Operations $ 851.3 $ 975.4 $ 766.9 (Loss) Gain on Disposal of Discontinued Operations, Net (1.0) 5.5 (18.5) Net Income 850.3 980.9 748.4 Income Allocable to Participating Securities (0.6) (1.5) (0.5) Net Income for Earnings per Share $ 849.7 $ 979.4 $ 747.9 Basic Weighted Average Shares 412.4 418.2 421.5 Effect of: Convertible debentures 8.5 13.3 13.8 Stock options, restricted stock/units and warrants 1.9 3.2 8.3 Diluted Weighted Average Shares 422.8 434.7 443.6 Basic Earnings per Share: Continuing operations $ 2.06 $ 2.33 $ 1.82 Discontinued operations .01 (.04) $ 2.06 $ 2.34 $ 1.77 Diluted Earnings per Share: Continuing operations $ 2.01 $ 2.24 $ 1.73 Discontinued operations .01 (.04) $ 2.01 $ 2.25 $ 1.69 Options to purchase 10.9 million, 3.6 million and 3.7 million shares of common stock were not included in the computation of diluted earnings per share for 2009, 2008 and 2007, respectively, because their effect would have been antidilutive. Since the company must settle the par value of its convertible notes in cash, the company is not required to include any shares underlying the convertible notes in its diluted weighted average shares outstanding until the average stock price per share for the period exceeds the $23.73, $29.55, and $40.20 conversion price for the 2.50% Senior Convertible Notes due 2023, the Floating Rate Senior Convertible Debentures due 2033 and the 3.25% Senior Convertible Subordinated Notes due 2024, respectively, and only to the extent of the additional shares the company may be required to issue in the event the company's conversion obligation exceeds the principal amount of the notes or debentures converted (Note 9). At such time, only the number of shares that would be issuable (under the treasury stock method of accounting for share dilution) are included, which is based upon the amount by which the average stock price exceeds the conversion price. The table below discloses the effect of changes in the company's stock price on the amount of shares to be included in the earnings per share calculation. The securities are convertible only if the common stock price equals or exceeds the trigger price. The table assumes normal conversion for the 2.50% Senior Convertible Notes due 2023, the Floating Rate Senior Convertible Debentures due 2033 and the 3.25% Senior Convertible Subordinated Notes due 2024 in which the principal amount is paid in cash, and the excess up to the conversion value is paid in shares of the company's stock as follows: 2.50% Senior Convertible Notes Floating Rate Senior Convertible Debentures 3.25% Senior Convertible Notes Potential Share Increase Principal Outstanding (In millions) $ 13.0 $ 326.5 $ 329.3 Conversion Price per Share 23.73 29.55 40.20 Trigger Price 28.48 38.41 48.24 Future Common Stock Price Total Potential Shares (In millions) $23.73 $24.73 |
Debt and Other Financing Arrang
Debt and Other Financing Arrangements | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Debt and Other Financing Arrangements | Note 9.Debt and Other Financing Arrangements (In millions except per share amounts) 2009 2008 2.50% Senior Convertible Notes, Due 2023 Convertible at $23.73 per Share (net of unamortized discount of $0.4 and $15.5, respectively) $ 12.6 $ 279.9 Floating Rate Senior Convertible Debentures, Due 2033 Convertible at $29.55 per Share (net of unamortized discount of $1.5 and $8.7, respectively) 325.0 335.8 3.25% Senior Subordinated Convertible Notes, Due 2024 Convertible at $40.20 per Share (net of unamortized discount of $9.0 and $16.1, respectively) 320.3 313.1 2.15% Senior Notes, Due 2012 (net of unamortized discount of $0.5 and interest rate hedge of $2.9) 346.6 3.25% Senior Notes, Due 2014 (net of unamortized discount of $0.4 and interest rate hedge of $6.6) 393.0 5% Senior Notes, Due 2015 250.0 250.0 6 3/4% Senior Subordinated Notes, Due 2014 306.3 6 1/8% Senior Subordinated Notes, Due 2015 500.0 500.0 Other 34.0 32.9 2,181.5 2,018.0 Less: Short-term Obligations and Current Maturities 117.5 14.8 $ 2,064.0 $ 2,003.2 The annual repayment requirements for debt obligations are as follows: (In millions) 2010 $ 117.9 2011 3.2 2012 352.1 2013 4.6 2014 407.2 2015 and thereafter 1,317.8 2,202.8 Less: Unamortized discount 11.8 Fair value of interest rate hedge 9.5 $ 2,181.5 See Note 12 for fair value information pertaining to the company's long-term obligations. Short-term obligations and current maturities of long-term obligations in the accompanying balance sheet included $1.9 million and $11.3 million at year-end 2009 and 2008, respectively, of short-term bank borrowings and borrowings under lines of credit of certain of the company's subsidiaries. The weighted average interest rate for short-term borrowings was 11.42% and 1.63% at December 31, 2009 and 2008, respectively. In addition to available borrowings under the company's revolving credit agreements and a money market loan fund arrangement, all discussed below, the company had unused lines of credit of $106.4 million as of December 31, 2009. These unused lines of credit generally provide for short-term unsecured borrowings at various interest rates. Credit Facilities The company has a revolving credit facility (the "Revolving Credit Facility") with a bank group that provides for up to $1 billion of unsecured multi-currency revolving credit that will expire in August 2012. The agreement calls for interest at either a LIBOR-based rate or a rate based on the prime lending rate of the agent bank, at the company's option. The rate at December 31, 2009, was between 0.40% and 0.62% (depending on duration) under the more favorable of the two rates. The Revolving Credit Facility allows for the issuance of letters of credit, which reduces the amount available for borrowing. The agreement contains affirmative, negative and financial covenants, and events of default customary for financings of this type. The financial covenant requires the company to maintain total leverage below a certain maximum level. The company was in complianc |
Commitments and Contingencies
Commitments and Contingencies | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Commitments and Contingencies | Note 10.Commitments and Contingencies Operating Leases The company leases certain logistics, office, and manufacturing facilities. Income from continuing operations includes expense from operating leases of $108.4 million, $108.8 million and $97.0 million in 2009, 2008 and 2007, respectively. The following is a summary of annual future minimum lease and rental commitments under noncancelable operating leases as of December 31, 2009: (In millions) 2010 $ 99.8 2011 78.4 2012 60.0 2013 40.3 2014 27.9 Thereafter 67.5 $ 373.9 Purchase Obligations The company has entered into unconditional purchase obligations, in the ordinary course of business, that 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. The aggregate amount of the company's unconditional purchase obligations totaled $172.2 million at December 31, 2009 and the majority of these obligations are expected to be settled during 2010. Letters of Credit, Guarantees and Other Commitments Outstanding letters of credit and bank guarantees totaled $100.7 million at December 31, 2009, including $3.5 million for businesses that have been sold. The expiration of these credits and guarantees ranges through 2099. Outstanding surety bonds and other guarantees totaled $45.9 million at December 31, 2009. The expiration of these bonds and guarantees ranges through 2011. The letters of credit, bank guarantees and surety bonds principally secure performance obligations, and allow the holder to draw funds up to the face amount of the letter of credit, bank guarantee or surety bond if the applicable business unit does not perform as contractually required. In connection with the sale of businesses of the company, the buyers have assumed certain contractual obligations of such businesses and have agreed to indemnify the company with respect to those assumed liabilities. In the event a third-party to a transferred contract does not recognize the transfer of obligations or a buyer defaults on its obligations under the transferred contract, the company could be liable to the third-party for such obligations. However, in such event, the company would be entitled to indemnification by the buyer. The company has funding commitments totaling $7.7 million at December 31, 2009, related to investments it owns. Indemnifications In conjunction with certain transactions, primarily divestitures, the company has agreed to indemnify the other parties with respect to certain liabilities related to the businesses that were sold or leased properties that were abandoned (e.g., retention of certain environmental, tax, employee and product liabilities). The scope and duration of such indemnity obligations vary from transaction to transaction. Where appropriate, an obligation for such indemnifications is recorded as a liability. Generally, a maximum obligat |
Comprehensive Income and Shareh
Comprehensive Income and Shareholders Equity | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Comprehensive Income and Shareholders Equity | Note 11.Comprehensive Income and Shareholders' Equity Comprehensive income combines net income and other comprehensive items. Other comprehensive items represent certain amounts that are reported as components of shareholders' equity in the accompanying balance sheet, including currency translation adjustments, unrealized gains and losses, net of tax, on available-for-sale investments and hedging instruments; and pension and other postretirement benefit liability adjustments. Accumulated other comprehensive items in the accompanying balance sheet consist of the following: (In millions except per share amounts) 2009 2008 Cumulative Translation Adjustment $ 161.7 $ (37.1) Net Unrealized Gain on Available-for-sale Investments (net of tax provision of $1.3 and $0.4) 2.4 0.2 Net Unrealized Losses on Hedging Instruments (net of tax benefit of $0.6 and $0.7) (1.0) (1.2) Pension and Other Postretirement Benefit Liability Adjustments (net of tax benefit of $46.8 and $67.7) (71.1) (107.7) $ 92.0 $ (145.8) The amounts of pension and other postretirement benefit liability adjustments recognized in net income in 2009, 2008 and 2007 were $1.1 million, $1.0 million and $2.3 million, net of tax, respectively. At December 31, 2009, the company had reserved 66,487,601 unissued shares of its common stock for possible issuance under stock-based compensation plans and for possible conversion of the company's convertible debentures. The company has 50,000 shares of authorized but unissued $100 par value preferred stock. The company has distributed rights under a shareholder rights plan adopted by the company's Board of Directors to holders of outstanding shares of the company's common stock. Each right entitles the holder to purchase one hundred-thousandth of a share (a Unit) of Series B Junior Participating Preferred Stock, $100 par value, at a purchase price of $200 per Unit, subject to adjustment. The rights will not be exercisable until the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an Acquiring Person) has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of common stock (the Stock Acquisition Date), or (ii) 10 business days following the commencement of a tender offer or exchange offer for 15% or more of the outstanding shares of common stock. In the event that a person becomes the beneficial owner of 15% or more of the outstanding shares of common stock, except pursuant to an offer for all outstanding shares of common stock that at least 75% of the Board of Directors determines to be fair to, and otherwise in the best interests of, stockholders, each holder of a right (except for the Acquiring Person) will thereafter have the right to receive, upon exercise, that number of shares of common stock (or, in certain circumstances, units of preferred stock, cash, property or other securities of the company) which equals the exercise price of the right divided by one-half of the current market price of the common stock. In the event that, at any time after any person has becom |
Fair Value Measurements and Fai
Fair Value Measurements and Fair Value Of Financial Instruments | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Fair Value Measurements and Fair Value of Financial Instruments | Note 12.Fair Value Measurements and Fair Value of Financial Instruments Fair Value Measurements The company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2009. The company's financial assets and liabilities carried at fair value are primarily comprised of investments in money market funds, mutual funds holding publicly traded securities, derivative contracts used to hedge the company's currency and interest rate risks and other investments in unit trusts and insurance contracts held as assets to satisfy outstanding retirement liabilities. The fair value accounting guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities that the company has the ability to access. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data such as quoted prices, interest rates and yield curves. Level 3: Inputs are unobservable data points that are not corroborated by market data. The following table presents information about the company's financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2009: December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (In millions) 2009 (Level 1) (Level 2) (Level 3) Assets Cash equivalents $ 1,081.7 $ 1,081.7 $ $ Investments in mutual funds, unit trusts and other similar instruments 32.9 32.9 Insurance contracts 31.9 31.9 Auction rate securities 5.4 5.4 Derivative contracts 4.5 4.5 Total Assets $ 1,156.4 $ 1,114.6 $ 36.4 $ 5.4 Liabilities Derivative contracts $ 10.3 $ $ 10.3 $ Total Liabilities $ 10.3 $ $ 10.3 $ The following table presents information about the companys financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2008: December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (In millions) 2008 (Level 1) (Level 2) (Level 3) Assets Cash equivalents $ 560.8 $ 560.8 $ $ Investments in mutual funds, unit trusts and other similar instruments 24.0 24.0 Insurance contracts 21.3 21.3 Auction rate securities 5.7 5.7 Marketable equity securities 1.0 1.0 Derivative contracts 3.3 3.3 Total Assets $ 616.1 $ 585.8 $ 24.6 $ 5.7 Liabilities Derivative contracts $ 4.0 $ $ 4.0 $ Total Liabilities $ 4.0 $ $ 4.0 $ Available-for-sale investments are carried at fair value and are included in the tables above. The aggregate market value, cost basis and gross unrealized gains and losses of available-for-sale investments by major security type are as follows: (In millions) Market Value Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value of Investments with Unrealized Losses |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Supplemental Cash Flow Information | Note 13.Supplemental Cash Flow Information (In millions) 2009 2008 2007 Cash Paid For: Interest $ 82.5 $ 129.5 $ 135.9 Income Taxes $ 329.8 $ 292.1 $ 124.7 Non-cash Activities Fair value of assets of acquired businesses and product lines $ 825.3 $ 265.7 $ 543.9 Cash paid for acquired businesses and product lines (623.7) (204.9) (498.7) Liabilities assumed of acquired businesses and product lines $ 201.6 $ 60.8 $ 45.2 Conversion of convertible debt $ $ 2.8 $ 0.4 Issuance of restricted stock $ 1.1 $ 21.9 $ 3.4 Issuance of stock upon vesting of restricted stock units $ 7.0 $ 20.1 $ 22.0 |
Restructuring and Other Costs,
Restructuring and Other Costs, Net | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Restructuring and Other Costs, Net | Note 14.Restructuring and Other Costs, Net Restructuring costs in 2009 in both segments primarily included charges for actions in response to the downturn in the economy and reduced revenues in several businesses, as well as the following: consolidation of production operations at a plant in the United Kingdom with plants in the U.S. and Germany; the consolidation of production operations at a plant in Iowa with plants in Ohio and North Carolina; the consolidation of operations at a plant in the Netherlands with plants in the United Kingdom and the U.S; the consolidation of manufacturing and research and development operations at a site in Germany with an existing site in the U.S.; and completion of the relocation of a manufacturing site in France to an existing site in Germany. Restructuring costs in 2008 included reductions in headcount within several businesses due to economic uncertainty affecting end markets and consolidating or transferring manufacturing operations from various sites in Europe, the U.S. and Australia to other sites. The 2008 costs also included charges for asset impairment, litigation and other matters discussed by segment below, net of pension curtailment gains. Restructuring costs in 2007 included charges for the consolidation of anatomical pathology operations in Pennsylvania with a site in Michigan, as well as consolidation of other U.S. operations and consolidation of sites in the UK and France with plants in Germany. As of February 26, 2010, the company has identified restructuring actions that will result in additional charges of approximately $38 million, primarily in the first half of 2010. 2009 During 2009, the company recorded net restructuring and other costs by segment as follows: (In millions) Analytical Technologies Laboratory Products and Services Corporate Total Cost of Revenues $ 4.7 $ 2.0 $ $ 6.7 Selling, General and Administrative Expenses 2.1 (0.6) 1.5 Restructuring and Other Costs, Net 37.2 21.7 1.9 60.8 $ 44.0 $ 23.1 $ 1.9 $ 69.0 The components of net restructuring and other costs by segment are as follows: Analytical Technologies The Analytical Technologies segment recorded $44.0 million of net restructuring and other charges in 2009. The segment recorded charges to cost of revenues of $4.7 million for the sale of inventories revalued at the date of acquisition and accelerated depreciation at facilities closing due to real estate consolidation, charges to selling, general and administrative expenses of $2.1 million for transaction costs related to the B.R.A.H.M.S. acquisition (Note 2) and $37.2 million of other costs, net. These other costs consisted of $41.8 million of cash costs, primarily associated with headcount reductions and facility consolidations in an effort to streamline operations, including $31.4 million of severance for approximately 520 employees primarily in manufacturing and sales and service functions; $5.5 million of abandoned facility costs; and $4.9 million of other cash costs, primarily retention, relocation and moving expenses associated with facility consolidations as well as other costs associated with rest |
Discontinued Operations
Discontinued Operations | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Discontinued Operations | Note 15.Discontinued Operations In 2008, the company recorded additional proceeds and the reversal of a reserve on a note receivable related to a business divested in 2003, resulting in an after-tax gain of $6 million. The note was collected in July 2008. Subsequent to the 2006 acquisition of GV Instruments Limited (GVI), the UK Competition Commission initiated an investigation of the transaction and concluded that the acquisition would lead to a substantial lessening of competition in the UK in certain markets. The Competition Commission further concluded that a divestiture remedy was appropriate and required the company to divest of either GVI as a whole, or its principal product lines to purchasers approved by the Competition Commission. As a result of this divestiture requirement, the company recorded after-tax impairment charges in 2007 totaling $29 million. The loss primarily represents non-cash charges to reduce the carrying value of the business to estimated disposal value. Due to the immateriality of the operating results of this business relative to consolidated results, the company has not reclassified the historical results and accounts of this business to discontinued operations. In February 2008, the company completed the sale. Aside from the impairment loss related to the divestiture of GVI, the company had after-tax gains of $10 million in 2007 from discontinued operations, primarily from the receipt of additional proceeds from the sale of a business in 2000 and a revision to the company's estimate of loss from litigation related to a divested business. |
Unaudited Quarterly Information
Unaudited Quarterly Information | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Unaudited Quarterly Information | Note 16.Unaudited Quarterly Information 2009 (In millions except per share amounts) First (a) Second (b) Third (c) Fourth (d) Revenues $ 2,255.1 $ 2,484.1 $ 2,531.1 $ 2,839.4 Gross Profit 886.9 988.3 1,011.2 1,138.3 Income from Continuing Operations 148.9 206.9 221.2 274.3 Net Income 148.9 206.9 221.2 273.3 Earnings per Share from Continuing Operations: Basic .36 .50 .54 .67 Diluted .35 .49 .53 .65 Earnings per Share: Basic .36 .50 .54 .67 Diluted .35 .49 .53 .65 Amounts reflect aggregate restructuring and other items, net, and non-operating items, net, as follows: Costs of $13.6 million.Costs of $12.5 million.Costs of $13.8 million.Costs of $29.1 million and after-tax loss of $1.0 million related to the company's discontinued operations. 2008 (In millions except per share amounts) First (a) Second (b) Third (c) Fourth (d) Revenues $ 2,554.0 $ 2,709.6 $ 2,588.1 $ 2,646.3 Gross Profit 1,018.4 1,088.1 1,032.8 1,066.9 Income from Continuing Operations 230.1 242.9 214.9 287.5 Net Income 229.7 246.1 218.1 287.0 Earnings per Share from Continuing Operations: Basic .55 .58 .51 .69 Diluted .53 .55 .49 .67 Earnings per Share: Basic .55 .59 .52 .68 Diluted .53 .56 .50 .67 Amounts reflect aggregate restructuring and other items, net, and non-operating items, net, as follows: Costs of $5.5 million and after-tax loss of $0.4 million related to the company's discontinued operations.Income of $5.2 million and after-tax income of $3.2 million related to the company's discontinued operations.Costs of $15.4 million and after-tax income of $3.2 million related to the company's discontinued operations.Costs of $21.2 million and after-tax loss of $0.5 million related to the company's discontinued operations. |
Subsequent Events
Subsequent Events | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Subsequent Events | Note 17.Subsequent Events In January and February 2010, the company entered agreements to acquire three businesses for aggregate cash consideration of approximately $225 million and future contingent consideration of up to an additional $30 million. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes to Financial Statements [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | (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, 2009 $ 43.1 $ 7.3 $ 1.0 $ (6.7) $ 2.5 $ 47.2 Year Ended December 31, 2008 $ 49.5 $ 5.5 $ 0.2 $ (11.9) $ (0.2) $ 43.1 Year Ended December 31, 2007 $ 45.0 $ 7.6 $ 0.5 $ (11.1) $ 7.5 $ 49.5 (In millions) Balance at Beginning of Year Established As Cost of Acquisitions Activity Charged to Reserve Other (b) Balance at End of Year Accrued Acquisition Expenses Year Ended December 31, 2009 $ 1.8 $ $ (0.6) $ (0.9) $ 0.3 Year Ended December 31, 2008 $ 9.5 $ 0.7 $ (3.8) $ (4.6) $ 1.8 Year Ended December 31, 2007 $ 35.4 $ 14.3 $ (37.5) $ (2.7) $ 9.5 (In millions) Balance at Beginning of Year Provision Charged to Expense (d) Activity Charged to Reserve Other (e) Balance at End of Year Accrued Restructuring Costs (c) Year Ended December 31, 2009 $ 20.8 $ 61.8 $ (50.8) $ 0.4 $ 32.2 Year Ended December 31, 2008 $ 19.4 $ 37.5 $ (35.6) $ (0.5) $ 20.8 Year Ended December 31, 2007 $ 19.6 $ 39.6 $ (40.4) $ 0.6 $ 19.4 Includes allowance of businesses acquired and sold during the year as described in Note 2 and the effect of currency translation.Represents reversal of accrued acquisition expenses and corresponding reduction of goodwill or other intangible assets resulting from finalization of restructuring plans and the effect of currency translation.The nature of activity in this account is described in Note 14.In 2009, excludes $4.5 million of non-cash costs and $5.5 million of other income, net. In 2008, excludes $11.0 million of non-cash costs and $13.1 million of other income, net. In 2007, excludes $1.9 million of non-cash costs, net and $0.7 million of other expenses, net.Represents the effects of currency translation. |