UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------------------------------
FORM 10-K
(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 29, 2001
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 1-8002
THERMO ELECTRON CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 04-2209186
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts 02454-9046
(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 New York Stock Exchange
3 1/4% Subordinated Convertible Debentures due 2007 American Stock Exchange
4% Subordinated Convertible Debentures due 2005 American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 the filing requirements for
at least the past 90 days. Yes [ X ] No [ ]
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 into Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of January 25, 2002, was approximately $3,946,627,000.
As of January 25, 2002, the Registrant had 175,210,210 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Sections of Thermo Electron's Annual Report to Shareholders for the year ended
December 29, 2001, are incorporated by reference into Parts I and II, and
sections of the company's definitive Proxy Statement for the Annual Meeting of
Shareholders to be held on May 15, 2002, are incorporated by reference into Part
III. Copies of these documents can be obtained at no cost by calling the
company's Investor Relations department at 781-622-1111.
PART I
Item 1. Business
--------
(a) General Development of Business
-------------------------------
Thermo Electron Corporation (also referred to in this document as "Thermo
Electron," "we," the "company," or the "registrant") is a global leader in the
development, manufacture, and sale of technology-based instrument systems,
components, and solutions used in virtually every industry to monitor, collect,
and analyze data to provide knowledge for the user. For example, our powerful
analysis technologies help biotech researchers sift through data to make the
discoveries that will fight disease or prolong life; allow telecommunications
equipment manufacturers to fabricate components required to increase the speed
and quality of communications; and monitor and control industrial processes
on-line to ensure that critical quality standards are met efficiently and
safely.
In the late 1980s, Thermo Electron adopted a strategy of spinning out
certain businesses into separate public subsidiaries in which we kept a majority
ownership. By 1997, we had spun out 22 public entities serving many diverse
markets. To simplify our structure, we commenced in 1999 a major reorganization
that ultimately consisted of taking private all of our public subsidiaries,
selling noncore businesses with aggregate revenues in excess of $1.5 billion,
and spinning off our paper-recycling and medical products businesses. This
reorganization was substantially completed in February 2002, with the spin-in of
Spectra-Physics, Inc., our last publicly traded subsidiary.
The businesses spun off and sold as part of our reorganization have been
accounted for as discontinued operations (see "Description of Business -
Principal Products and Services"). Except where indicated, the information
presented in this Form 10-K pertains to our continuing operations.
Our strategy going forward is to focus on integrating our operations to
improve productivity and enable us to better serve our customers with improved
products, technologies, and complete integrated systems and services. We also
intend to emphasize internal growth by investing proceeds from the sale of
noncore businesses to pursue developments in the markets that we serve that have
potential for high-growth. In addition, we plan to augment that growth with
strategic acquisitions that expand the reach of our technology by either
rounding out our product lines or bringing them to new markets.
Thermo Electron is a Delaware corporation and was incorporated in 1956.
The company completed its initial public offering in 1967 and was listed on the
New York Stock Exchange in 1980.
Forward-looking Statements
We may make forward-looking statements, as defined in Section 21E of the
Securities Exchange Act of 1934, throughout this Annual Report on Form 10-K. Any
statements in this document that are not statements of historical fact may be
considered forward-looking. As you read this document, the words "believes,"
"anticipates," "plans," "expects," "seeks," "estimates," and other similar
expressions are intended to identify forward-looking statements. A number of
important factors could cause the company's results to differ materially from
those indicated by such forward-looking statements, including those detailed
under the heading "Forward-looking Statements" in our 2001* Annual Report to
Shareholders, which statements are incorporated in this document by reference.
(b) Financial Information About Segments
------------------------------------
Financial information about the company's segments (also called "sectors")
is summarized in Note 3 to Consolidated Financial Statements in our 2001 Annual
Report to Shareholders, which is incorporated in this document by reference.
- --------------------
* References to 2001, 2000, and 1999 herein are for the fiscal years ended
December 29, 2001, December 30, 2000, and January 1, 2000, respectively.
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(c) Description of Business
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(i) Principal Products and Services
-------------------------------
We report our business in three principal sectors (segments):
Life Sciences, Optical Technologies, and Measurement and Control.
Life Sciences
We address the biotechnology and pharmaceutical markets, as well as the
clinical laboratory and healthcare industries, through our Life Sciences sector.
This sector is organized into four divisions: bioscience technologies,
analytical instruments, informatics, and clinical diagnostics.
Bioscience technologies encompasses a broad range of instruments and
consumables, such as microplate-based handling and reading equipment, optical
biosensors, polymerase chain reaction (PCR) thermal cyclers for deoxyribonucleic
acid (DNA) amplification, magnetic particle-based molecular separation
instruments, and single nucleotide polymorphism (SNP) scoring systems.
Consumables include reagents, microtiter plates, liquid-handling pipettes, and
pipette tips. Biosciences instruments are used primarily by pharmaceutical
companies for drug discovery and development, testing, and quality control, and
by biotechnology companies and universities for research leading to knowledge
about diseases and possible treatments. These products are typically used on the
"front end" of multi-instrument systems, as the instruments prepare and handle
samples prior to being loaded into other, advanced instruments.
This division also includes a range of scientific equipment used for the
preparation and preservation of chemical and biological samples, principally in
research settings for pharmaceutical, academic, and government customers.
Products include cell culture incubators, ultralow-temperature freezers,
high-speed centrifuges, centrifugal vacuum concentrators, biological safety
cabinets, cryopreservation storage tanks, and laboratory freeze dryers. We also
design, manufacture, and market electrochemistry products, including pH and
ion-selective electrolyte (ISE) and other technologies for quality assurance and
regulatory compliance, primarily in the environmental, food and beverage,
chemical, pharmaceutical, and biomedical research industries. These products
determine the quality of various substances, from food and pharmaceuticals to
water and wastewater, by measuring their pH, specific ion concentration,
dissolved oxygen, and conductivity.
Analytical instruments includes our offerings of mass spectrometers,
liquid and gas chromatographs, and multi-meters instrument combinations of these
products, along with consumable products such as the vials, syringes, and
columns necessary for chromatography. These systems are used by the
pharmaceutical industry for drug development, testing, and quality control, and
by the biotechnology industry for research leading to knowledge about disease
and possible treatments. A significant and growing application for these
instruments is proteomics, the study of proteins. Most drugs - about 90 percent
- - interact with proteins, so multi-instrument systems that can rapidly identify
and quantify proteins are of increasing value to pharmaceutical and
biotechnology customers. We continue to introduce new systems that offer a total
solution for high-throughput analysis, such as our Surveyor high performance
liquid chromatograph, LCQ Deca mass spectrometer, TurboSEQUEST(R) software, and
TSQ(R) Quantum - the first high-resolution, ultracompact benchtop triple
quadrupole mass spectrometer.
Informatics laboratory information management systems facilitate the
monitoring and analysis of samples by storing and organizing the massive amounts
of analytical data gathered in laboratories, industrial settings, and
clinical-testing sites. We are a leading supplier of laboratory information
management systems, and provide chromatography data systems (CDS) to analyze
chromatographic data obtained via gas or liquid chromatography and capillary
electrophoresis.
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Clinical diagnostics equipment and supplies are used by healthcare
laboratories in doctors' offices and hospitals to detect and diagnose disease.
Products in this group include sample-preparation instruments and materials to
highlight abnormal cells, blood gas and ISE consumables, chemistry reagents,
clinical-biochemistry instruments and automation equipment, and rapid diagnostic
tests for use in physicians' offices. Our rapid diagnostic products currently
test for influenza A and B, Streptococcus A and B, pregnancy, Rotavirus,
mononucleosis, Chlamydia, and Clostridium difficile toxin A.
Optical Technologies
We are a leader in optical and semiconductor equipment systems and
technologies that control and apply light throughout the electromagnetic
spectrum for many different uses. Products within the Optical Technologies
sector are used in multiple markets - particularly the scientific instrument,
microelectronics, biomedical, and telecommunications industries - to research,
fabricate, and analyze advanced materials. These products are grouped into three
divisions: photonics, semiconductor, and temperature control.
Photonics businesses manufacture optical and optoelectronics components
and systems that are used in a variety of industries, including scientific and
medical instruments, telecommunications, and semiconductor applications. For
example, our diffraction gratings are used in the line-narrowing packages of
excimer lasers used for photolithography systems in semiconductor manufacturing,
and in the fabrication of "grisms" (grating and prism) for the multiplexing and
demultiplexing of wavelengths in optical telecommunications.
This division also includes Spectra-Physics, a leader in the design,
development, manufacture, and distribution of semiconductor-based lasers and
laser optics for a broad range of applications, including active and passive
components for telecommunications. Passive components are used to mix, filter,
and adjust the optical signals transmitted through a fiber-optic network, while
active components generate and amplify optical signals, or light.
Spectra-Physics has also developed high-power semiconductor-based laser products
for a variety of other commercial markets, including computer and
microelectronics manufacturing, industrial manufacturing, medical image
recording, and research and development.
Semiconductor products are used in the manufacture of capital equipment
that produces and tests semiconductor chips. In particular, we are the leading
supplier of molecular beam epitaxy (MBE) systems for the manufacture of gallium
arsenide and other compound semiconductor devices. The largest application of
these systems is for microwave devices used in cellular telephones and other
high-speed wireless communications devices. In 1999, we introduced the V150 MBE,
a successor to our V100 MBE system. The V150 MBE helps customers keep pace with
the rapidly growing demand for high-speed telecommunications devices by
significantly increasing semiconductor production capacity. In 2000, we
introduced the Theta Probe, a next-generation semiconductor metrology tool, to
analyze defects in ultra-thin surface layers of a chip.
Temperature control systems are necessary for laser, semiconductor,
analytical, laboratory, industrial, and research and development applications.
We are the leading manufacturer of precision temperature-control products for
these applications, and also supply instruments that analyze materials for
viscosity, surface tension, and thermal properties. Customers include the food
and beverage industries as well as manufacturers of paints and ink products,
which use high-precision viscometers to maintain the quality and consistency of
their products.
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Measurement and Control
We provide a range of real-time, on-line sensors, monitors, and control
systems through our Measurement and Control sector. These products help
manufacturers improve and refine their processes to increase productivity and
quality. These improvements also help our customers meet government standards
for product and worker safety. This sector is organized into three divisions:
spectroscopy, process instruments, and environmental instruments.
Spectroscopy instrumentation uses various optical techniques to determine,
in a nondestructive manner, the elemental and molecular composition of a wide
range of complex liquids and solids. Customers include pharmaceutical, specialty
chemical, steel, and basic material producers, who use these instruments either
in a laboratory or integrated directly into the production line.
Process instruments includes a comprehensive family of online weighing and
inspection equipment for consumer products, packaged goods, and bulk materials.
Products for the packaged and consumer goods market ensure that each package
contains the proper quantity of a specific item. We use a variety of
technologies, including X-ray imaging and ultratrace chemical detection, to
inspect food, beverage, and pharmaceutical packages to see that they are free of
physical contaminants and contain no missing or broken parts. In bulk materials,
our product line includes solids-flow-monitoring and level measurement for a
wide variety of process industries including food, chemicals, plastics, and
pharmaceuticals.
Also included in this division are online process optimization systems
that use proprietary, ultrahigh-speed, noninvasive measurement technologies to
analyze the physical and chemical properties of streams of raw materials, such
as coal, cement, minerals, and pharmaceuticals, in real time. This technology
allows the entire stream of material to be analyzed and eliminates the need for
off-line sampling, which can add production time and cost. We also provide
process optimization systems that measure the total thickness, basis weight, and
coating thickness of web-type finished materials, such as metal strip, plastics,
foil, rubber, glass, and paper.
In addition, we provide sophisticated systems for the field-measurement
and sensor sector of the process-control market to improve efficiency, provide
process and quality control, maintain regulatory compliance, and increase worker
safety. These systems provide real-time data collection, analysis, and local
control functions using a variety of technologies, including radiation, radar,
ultrasonic, and vibrational measurement principles, as well as flow-monitoring
meters, gas chromatography, mass spectrography, and X-ray fluorescence.
Industries served include oil and gas, chemical, semiconductor, pharmaceutical,
electric utility, minerals and mining, water and wastewater treatment, and pulp
and paper.
Environmental instruments and systems monitor pollutants generated by
industrial and mobile sources. These include continuous gaseous and aerosol
monitors, and water-quality instruments for assessing ambient air quality,
emissions, and effluents from stationary sources. Compounds measured include
common air pollutants, aerosols, and organic halogens and carbon. We also
provide a comprehensive line of gas detectors for controlling and detecting the
presence of combustible and toxic gases for worker and plant safety. These
products range from simple handheld, general-purpose portable equipment to more
sophisticated fixed systems. In addition, we supply a range of products for
monitoring and detecting radiation at power plants, including portable radiation
and contamination monitors, as well as electronic dosimetry and hand probes for
protecting power plant personnel. These devices are also being used in border
crossings and other public venues for public-safety purposes.
Sector Changes
- --------------
During the first quarter of 2002, we fine-tuned the make-up of our three
sectors. The Spectroscopy division, formerly part of our Measurement and Control
sector, became part of the re-named Life and Laboratory Sciences sector, and our
Temperature Control division moved from Optical Technologies to Measurement and
Control. We also transferred our business that markets electrochemistry products
from the Life and Laboratory Sciences sector into the Measurement and Control
sector. We believe this structure enables us to better develop and provide
integrated end-to-end solutions based on our customers' needs. These changes
will be reflected in our financial reports beginning in the first quarter of
2002.
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Discontinued Operations
- -----------------------
As a result of our January 2000 reorganization plan, a number of
businesses have been accounted for as discontinued operations. Businesses in
this category included Kadant Inc., a supplier of systems to the paper-making
and recycling industry, as well as fiber-based consumer products, and Viasys
Healthcare Inc., a manufacturer of a range of medical products for diagnosis and
monitoring. Kadant was spun off to shareholders in August 2001 and Viasys was
spun off in November 2001. These businesses, together with a number of operating
units sold, constituted the company's former Energy and Environment, Biomedical
and Emerging Technologies, and Recycling and Resource Recovery segments. At
March 15, 2002, two operating units with aggregate revenue of approximately $90
million remained for sale in discontinued operations.
(ii) and (xi) New Products; Research and Development
--------------------------------------
Our business includes the development and introduction of new products and
may include entry into new business sectors. We are not currently committed to
any new products that require the investment of a material amount of our assets,
nor do we have any definitive plans to enter new businesses that would require
such an investment.
During 2001, 2000, and 1999, we spent $171.6 million, $176.8 million, and
$171.1 million, respectively, on research and development.
(iii) Raw Materials
-------------
Our management team believes that we have a readily available supply of
raw materials for all of our significant products from various sources. We do
not anticipate any difficulties obtaining the raw materials essential to our
business.
(iv) Patents, Licenses, and Trademarks
---------------------------------
Patents are important to our business; no particular patent, or related
group of patents, is so important, however, that its loss would significantly
affect our operations as a whole. Generally, we seek patent protection for
inventions and developments made by our personnel and incorporated into our
products or otherwise falling within our fields of interest. Patent rights
resulting from work sponsored by outside parties do not always accrue
exclusively to the company and may be limited by agreements or contracts.
We protect some of our technology as trade secrets and, where appropriate,
we use trademarks or register our products. We also enter into license
agreements with others to grant and/or receive rights to patents and know-how.
(v) Seasonal Influences
-------------------
Revenues in the fourth calendar quarter are historically stronger than in
the other quarters due to capital spending patterns of industrial and academic
customers.
(vi) Working Capital Requirements
----------------------------
There are no special inventory requirements or credit terms extended to
customers that would have a material adverse effect on our working capital.
(vii) Dependency on a Single Customer
-------------------------------
No customer accounted for more than 10% of our total revenues in any of
the past three years.
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(viii) Backlog
-------
Our backlog of firm orders at year-end 2001 and 2000 was as follows:
(In thousands) 2001 2000
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Life Sciences $128,652 $118,284
Optical Technologies 171,572 257,485
Measurement and Control 133,485 184,621
Other 1,328 -
Intersegment (2,413) (4,000)
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$432,624 $556,390
======== ========
The decrease in backlog in the Optical Technologies and Measurement and
Control sectors arose principally due to a slowdown in markets served by these
businesses. For further discussion see Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations. The Measurement and
Control sector's backlog was $168 million at the end of 2000, excluding
businesses subsequently divested. We believe that virtually all of our backlog
at the end of 2001 will be filled during 2002.
(ix) Government Contracts
--------------------
Not applicable.
(x) Competition
-----------
The markets for our products are highly competitive. In general, our
success in these markets depends on four factors:
- technical advances that result in new products and improved price/
performance ratios,
- our reputation among customers as a quality provider of products and
services,
- active research and application-development programs, and
- relative prices of our products and services.
In many markets, we compete with large analytical instrument companies
such as Agilent Technologies Inc.; PerkinElmer, Inc.; Varian Associates, Inc.;
Waters Corporation; and Hitachi, Ltd. In other markets, we compete with
numerous smaller, more specialized firms.
Life Sciences
Bioscience Technologies. Our principal competitors for laboratory
equipment are Kendro Laboratory Products, which is owned by SPX Corporation; New
Brunswick Scientific; Jouan S.A.; NuAire Inc.; Sanyo Electric Co. Ltd.; Labconco
Corporation; Corning-Costar Corporation; Fisher Scientific International Inc.;
Mettler-Toledo International Inc.; Danaher Corporation; Eppendorf AG; Beckman
Coulter, Inc.; Metrohm Ltd.; Radiometer; Kyoto; ManTech; and Denver Instruments.
We compete primarily on the basis of technical performance, customer service and
support, and price.
In biosciences instruments and consumables, we compete with PerkinElmer;
Molecular Devices Corporation; Beckman Coulter; Bio-Rad Laboratories, Inc.;
Agilent; MJ Research Technology; Qiagen Corporation; Biacore International,
Inc.; Nalge Nunc Inc.; Corning-Costar; Rainin Instruments; Greiner GmbH; and
Eppendorf AG. In this market, we compete primarily on the basis of technical
performance, user convenience, and price.
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Analytical instruments. Our principal competitors in this market include
Agilent, Waters, Shimadzu Corporation, PerkinElmer, Bruker, and Applied
Biosystems, and we compete primarily on the basis of technical performance,
customer service and support, and price.
Informatics. Our competitors include PerkinElmer, PE Biosystems, Beckman
Coulter, Agilent, LabVantage Solutions, LIMS U.S., Scientific Software Inc., and
Waters. We compete primarily on the basis of technical performance and price.
Clinical diagnostics. In this market, our principal competitors are Leica
Microsystems; Sakura Finetek U.S.A., Inc.; Ventana Corporation; Cytyc
Corporation; Wescor Inc.; and Mopec Inc., and we compete primarily on the basis
of product quality, price, and customer service.
In the clinical chemistry reagent market, our competitors include Abbott
Laboratories; BioChem Pharma; Chiron Corporation; and Sigma Diagnostics, a
division of Sigma-Aldrich Co. Competition in this market is primarily based on
product quality and price.
Competitors in the market for rapid diagnostic test kits include Abbott
Laboratories; Becton, Dickinson and Company; Roche-Boeringher Manheim; and
Quidel Corporation. We compete primarily on the basis of innovative technology
as well as price.
Optical Technologies
Photonics. We compete primarily on the basis of technical performance,
reliability, and price. Principal competitors include Optical Coating
Laboratory, Inc.; Newport Corporation; Hamamatsu Photonics K.K.; Barr
Associates, Inc; and JY Horiba. At Spectra-Physics we compete primarily on the
basis of product quality, technical performance, customer service, and
innovative technology. Principal competitors include SDL, Inc.; Coherent, Inc.;
Siemens; Thompson-CSF; Lightwave Electronics Inc.; Continuum (a division of
Hoya); and JDS/Uniphase Corporation.
Semiconductor. We compete primarily with Riber Instruments S.A., Oxford
Instruments plc., Physical Electronics Inc., Veeco Instruments Inc., Aixtron AG,
EDAX Inc., Kratos Analytical (a subsidiary of Shimadzu), Omicron GmbH, and Oryx
Inc. In this market, we compete primarily on the basis of product quality,
technical performance, innovative technology, and price.
Temperature Control. Our temperature control products compete with those
of Lauda (Dr. Wobser GmbH & Co. KG); Julabo Labortechnik GmbH; Affinity, Inc.;
and Lytron, Inc., primarily on the basis of technical performance, price, and
customer service. In the market for mid-level products that operate on a
personal-computer platform, our principal competitors are TA Instruments, Inc.,
a subsidiary of Waters, and Rheometrics Scientific Inc. and we compete primarily
on the basis of product quality, technical performance, and price.
Measurement and Control
Spectroscopy. In the spectroscopy market, our principal competitors are
PerkinElmer, Varian, Agilent, and Bio-Rad, and we compete primarily on the basis
of product quality, technical performance, innovative technology, and price.
Process Instruments. Major competitors in the packaged-goods and bulk-
materials markets are Ishida Scales Mfg. Co., Ltd.; Mettler-Toledo; Industrial
Dynamics Corporation; Carl Schenck AG; and Milltronics Corporation. We compete
primarily on the basis of customer service, product quality, and price.
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Our major competitors for online analysis systems are Scantech Limited;
Integrated Measurement Systems, Inc.; Toshiba Corporation; Yokogawa Electric
Corporation; and Infrared Engineering Limited. We compete primarily on the basis
of technical performance, customer service, and price.
In the field measurement instruments and sensors market we compete
primarily on the basis of product quality, price, and customer service. We
compete with a few large competitors in each product area and with many
companies within specific industries. Our major competitors include Fisher-
Rosemount, a division of Emerson Electric Co., Inc.; Asea Brown Boveri (Holding)
Ltd.; and Yokogawa.
We have a relatively small presence within the large and varied
process-control marketplace, which is extremely fragmented and consists of
several large companies, including Fisher-Rosemount, Elsag Bailey, and Honeywell
Process Control, as well as numerous smaller companies. We compete in this
market primarily on the basis of technical performance, customer service, and
price.
Environmental Instruments. Our principal competitors include Monitor Labs
Incorporated; Advanced Pollution Instruments; Rupprecht & Pataschnick Co., Inc.;
and Mine Safety Appliances Co. We compete in this market primarily on the basis
of technical performance, price, and customer service.
(xii) Environmental Protection Regulations
------------------------------------
Complying with federal, state, and local environmental protection
regulations should not significantly affect our capital spending, our earnings,
or our competitive position.
(xiii) Number of Employees
-------------------
As of December 29, 2001, we employed approximately 12,000 persons as part
of our continuing operations.
(d) Financial Information About Geographic Areas
--------------------------------------------
Financial information about geographic areas is summarized in Note 3 to
Consolidated Financial Statements in our 2001 Annual Report to Shareholders,
which information is incorporated in this document by reference.
(e) Executive Officers of the Registrant
------------------------------------
Present Title (Fiscal Year First Became
Name Age Executive Officer)
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Richard F. Syron 58 Chief Executive Officer and Chairman of the
Board (1999)
Marijn E. Dekkers 44 President and Chief Operating Officer (2000)
Guy Broadbent 38 Vice President; President, Optical
Technologies (2001)
Marc N. Casper 33 Vice President; President, Life Sciences
(2001)
Barry S. Howe 46 Vice President; President, Measurement and
Control (2001)
Theo Melas-Kyriazi 42 Vice President and Chief Financial Officer
(1998)
Seth H. Hoogasian 47 Vice President, General Counsel, and
Secretary (2001)
Peter E. Hornstra 42 Corporate Controller and Chief Accounting
Officer (2001)
Mr. Syron was appointed President and Chief Executive Officer in June 1999
and Chairman of the Board in January 2000. From April 1994 until May 1999, Mr.
Syron was the Chairman and Chief Executive Officer of the American Stock
Exchange Inc.
Mr. Dekkers was appointed President and Chief Operating Officer in July
2000. From June 1999 to June 2000 Mr. Dekkers served as president of Honeywell
International's (formerly Allied Signal) electronic materials division, from
August 1997 to May 1999 he served as vice president and general manager of its
fluorine products division, and from July 1995 to July 1997 he served as vice
president and general manager of its specialty films division.
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Mr. Broadbent was appointed Vice President of Thermo Electron in January
2001 and President, Optical Technologies in October 2000. From May 2000 to
October 2000, Mr. Broadbent was vice president and general manager of the
amorphous metals division of Honeywell International and from November 1998 to
April 2000 he was business director for Honeywell International's specialty
fluorine division. From June 1996 to October 1998, he was the marketing manager
of new business development of the plastics division of General Electric
Company. He also served as product manager of this division from December 1994
to May 1996.
Mr. Casper was appointed Vice President of Thermo Electron and President,
Life Sciences in December 2001. From July 2000 to July 2001, Mr. Casper was
president and chief executive officer of Kendro Laboratory Products, a life
sciences company that provides sample-preparation and processing equipment.
From May 1999 to June 2000, Mr. Casper was president for the Americas at Dade
Behring Inc., a manufacturer of products for the clinical-diagnosis market.
From January 1997 to May 1999, Mr. Casper was executive vice president for
Europe, Asia, and Intercontinental at Dade Behring Inc. From June 1995 to
December 1996, Mr. Casper worked at Bain Capital as a member of the portfolio
management group.
Mr. Howe was appointed Vice President of Thermo Electron in January 2001
and President, Measurement and Control in October 2000. Since 1995, Mr. Howe has
held various operating positions at Thermo Electron. These included President,
Optical Technologies from February 2000 to October 2000; President and Chief
Executive Officer of its Thermo Optek Corporation subsidiary from March 1999 to
February 2000; President and Chief Executive Officer of its ThermoSpectra
Corporation subsidiary from March 1998 to March 1999; and President and Chief
Executive Officer of its Thermo BioAnalysis Corporation subsidiary from February
1995 to March 1998.
Mr. Melas-Kyriazi was appointed Chief Financial Officer in January 1999.
He joined the company in 1986 as Assistant Treasurer and served as Treasurer
from 1988 until 1994. He was named President and Chief Executive Officer of the
company's ThermoSpectra subsidiary in 1994, a position he held until becoming
Vice President of Corporate Strategy for Thermo Electron in 1998.
Mr. Hoogasian was appointed General Counsel in 1992, Vice President in
1996, and Secretary in 2001.
Mr. Hornstra was appointed Chief Accounting Officer in January 2001 and
Corporate Controller in 1996. From 1995 until 1996 Mr. Hornstra was Assistant
Corporate Controller.
Item 2. Properties
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The location and general character of our principal properties by sector
as of December 29, 2001, are as follows:
Life Sciences
We own approximately 1,079,000 square feet of office, engineering,
laboratory, and production space, principally in Ohio, California,
Massachusetts, Pennsylvania, Texas, Italy, and Germany. We lease approximately
1,115,000 square feet of office, engineering, laboratory, and production space,
principally in Massachusetts, Texas, New York, Virginia, Finland, England, and
France, under various leases that expire between 2002 and 2015.
Optical Technologies
We own approximately 664,000 square feet of office, engineering,
laboratory, and production space, principally in New Hampshire, California,
Wisconsin, Arizona, Colorado, and Germany. We lease approximately 655,000 square
feet of office, engineering, laboratory, and production space, principally in
California, Massachusetts, and England, under various leases that expire between
2002 and 2016.
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Measurement and Control
We own approximately 765,000 square feet of office, engineering,
laboratory, and production space, principally in Wisconsin, Minnesota, New York,
New Mexico, Germany, and Switzerland. We lease approximately 1,458,000 square
feet of office, engineering, laboratory, and production space, principally in
Massachusetts, Texas, California, Maryland, England, the Netherlands, Canada,
and Australia, under various leases that expire between 2002 and 2030.
Corporate Headquarters
We own approximately 81,000 square feet of office space in Massachusetts
and lease approximately 18,000 square feet of office space in Massachusetts
under a lease that expires in 2004.
We believe that all these facilities are in good condition and are
suitable and adequate to meet our current needs. If we are unable to renew any
of the leases that are due to expire in the next year or two, we believe that
suitable replacement properties are available on commercially reasonable terms.
Item 3. Legal Proceedings
-----------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
---------------------------------------------------------------------
Information concerning the market and market price for our common stock,
and our dividend policy, is included under the sections labeled "Common Stock
Market Information" and "Dividend Policy" in our 2001 Annual Report to
Shareholders, which information is incorporated in this document by reference.
Item 6. Selected Financial Data
-----------------------
This data is included under the sections labeled "Selected Financial
Information" and "Dividend Policy" in our 2001 Annual Report to Shareholders,
which data is incorporated in this document by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
-----------------------------------------------------------------------
This information is included under the heading "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in our 2001
Annual Report to Shareholders, which information is incorporated in this
document by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
These disclosures are included under the heading "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in our 2001
Annual Report to Shareholders, which disclosures are incorporated in this
document by reference.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
This data is included in our 2001 Annual Report to Shareholders, which
data is incorporated in this document by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
-----------------------------------------------------------------------
Not Applicable.
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PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
The information with respect to Directors is listed under the caption
"Election of Directors" in our definitive proxy statement to be filed with the
Securities and Exchange Commission (SEC), not later than 120 days after the
close of the fiscal year. This information is incorporated in this document by
reference.
We are also required, under Item 405 of Registration S-K, to provide
information concerning delinquent filers of reports under Section 16 of the
Securities Exchange Act of 1934, as amended. This information is listed under
the heading "Section 16(a) Beneficial Ownership Reporting Compliance" under the
caption "Stock Ownership" in our definitive proxy statement to be filed with the
SEC, not later than 120 days after the close of the fiscal year. This
information is incorporated in this document by reference.
Item 11. Executive Compensation
----------------------
This information is listed under the caption "Executive Compensation" in
our definitive proxy statement to be filed with the SEC, not later than 120 days
after the close of the fiscal year. This information is incorporated in this
document by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
This information is listed under the caption "Stock Ownership" in our
definitive proxy statement to be filed with the SEC, not later than 120 days
after the close of the fiscal year. This information is incorporated in this
document by reference.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
This information is listed under the captions "Relationship with
Affiliates" and "Compensation Committee Interlocks and Insider Participation" in
our definitive proxy statement to be filed with the SEC, not later than 120 days
after the close of the fiscal year. This information is incorporated in this
document by reference.
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a, d) Financial Statements and Schedules
----------------------------------
(1) The financial statements set forth in the list below are filed as
part of this Report.
(2) The financial statement schedule set forth in the list below is
filed as part of this Report.
(3) Exhibits filed here or incorporated here by reference are listed in
Item 14(c) below.
List of Financial Statements and Schedules Referenced in this Item 14
---------------------------------------------------------------------
Information incorporated by reference from Exhibit 13 filed herewith:
Consolidated Statement of Operations
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Comprehensive Loss and Shareholders'
Investment
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
Financial Schedule included herewith:
Schedule II: Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or not
required, or because the required information is shown either in the
financial statements or in the notes thereto.
(b) Reports on Form 8-K
-------------------
On October 12, 2001, the company filed a Current Report on Form 8-K with
respect to the Board of Director's approval of the distribution of all
of the shares of common stock of Viasys Healthcare Inc. held by the
company to holders of record of Thermo Electron's common stock as of
November 7, 2001.
On November 2, 2001, the company filed a Current Report on Form 8-K with
respect to the Information Statement detailing the distribution of the
shares of common stock of Viasys Healthcare Inc. held by Thermo
Electron.
On November 2, 2001, the company filed a Current Report on Form 8-K with
respect to the company's financial results for the quarter ended
September 29, 2001.
On November 16, 2001, the company filed a Current Report on Form 8-K
with respect to the distribution on November 15, 2001, of 0.1461 of a
share of common stock of Viasys Healthcare Inc. as a dividend on each
share of the company's common stock outstanding as of November 7, 2001.
(c) Exhibits
--------
See the Exhibit Index on page 17.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: March 15, 2002 THERMO ELECTRON CORPORATION
By: /s/ Richard F. Syron
-------------------------
Richard F. Syron
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, as of March 15, 2002.
Signature Title
- --------------------------------------------------------------------------------
By: /s/ Richard F. Syron Chairman of the Board, Chief Executive Officer,
Richard F. Syron and Director (Principal Executive Officer)
By: /s/ Theo Melas-Kyriazi Vice President and Chief Financial Officer
Theo Melas-Kyriazi
By: /s/ Peter E. Hornstra Corporate Controller and Chief Accounting
Peter E. Hornstra Officer
By: /s/ Peter O. Crisp Director
Peter O. Crisp
By: /s/ Marijn E. Dekkers President, Chief Operating Officer, and
Marijn E. Dekkers Director
By: /s/ Frank Jungers Director
Frank Jungers
By: /s/ John L. LaMattina Director
John L. LaMattina
By: /s/ Jim P. Manzi Director
Jim P. Manzi
By: /s/ Robert A. McCabe Director
Robert A. McCabe
By: /s/ Hutham S. Olayan Director
Hutham S. Olayan
By: /s/ Robert W. O'Leary Director
Robert W. O'Leary
By: /s/ Michael E. Porter Director
Michael E. Porter
By: /s/ Elaine S. Ullian Director
Elaine S. Ullian
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Report of Independent Public Accountants
----------------------------------------
To the Shareholders and Board of Directors of Thermo Electron Corporation:
We have audited in accordance with auditing standards generally accepted
in the United States, the consolidated financial statements included in Thermo
Electron Corporation's Annual Report to Shareholders incorporated by reference
in this Form 10-K, and have issued our report thereon dated February 7, 2002
(except with respect to the matters discussed in Note 19, as to which the date
is February 25, 2002). Our audits were made for the purpose of forming an
opinion on those statements taken as a whole. The schedule listed in Item 14 on
page 13 is the responsibility of the company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic consolidated financial statements. This schedule has been
subjected to the auditing procedures applied in the audits of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
Arthur Andersen LLP
Boston, Massachusetts
February 7, 2002
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SCHEDULE II
Thermo Electron Corporation
Valuation and Qualifying Accounts
(In thousands)
Balance at Provision Accounts Balance
Beginning Charged to Accounts Written at End
Description of Year Expense Recovered Off Other (a) of Year
- ----------------------------------------------------------------------------------------------------------
Allowance for Doubtful Accounts
Year Ended December 29, 2001 $ 30,593 $ 6,316 $ 23 $ (8,147) $ (2,260) $ 26,525
Year Ended December 30, 2000 $ 33,650 $ 9,264 $ 450 $ (7,211) $ (5,560) $ 30,593
Year Ended January 1, 2000 $ 26,938 $ 8,614 $ 253 $ (8,908) $ 6,753 $ 33,650
Balance at Established Activity Balance
Beginning as Cost of Charged to at End
Description of Year Acquisitions Reserve Other (c) of Year
- ----------------------------------------------------------------------------------------------------------
Accrued Acquisition Expenses (b)
Year Ended December 29, 2001 $ 10,070 $ 144 $ (1,920) $ (1,190) $ 7,104
Year Ended December 30, 2000 $ 19,445 $ 352 $ (6,445) $ (3,282) $ 10,070
Year Ended January 1, 2000 $ 16,284 $ 17,252 $ (11,539) $ (2,552) $ 19,445
Balance at Provision Activity Balance
Beginning Charged to Charged to at End
Description of Year Expense (e) Reserve Other (f) of Year
- ----------------------------------------------------------------------------------------------------------
Accrued Restructuring Costs (d)
Year Ended December 29, 2001 $ 21,024 $ 76,314 $(35,747) $ (906) $ 60,685
Year Ended December 30, 2000 $ 5,425 $ 35,785 $(20,216) $ 30 $ 21,024
Year Ended January 1, 2000 $ 11,320 $ 5,931 $(11,177) $ (649) $ 5,425
(a) Includes allowance of businesses, acquired and sold during the year as described in Note 2 to
Consolidated Financial Statements in our 2001 Annual Report to Shareholders and the effect of currency
translation.
(b) The nature of activity in this account is described in Note 2 to Consolidated Financial Statements in
our 2001 Annual Report to Shareholders.
(c) Represents reversal of accrued acquisition expenses and corresponding reduction of goodwill or other
intangible assets resulting from finalization of restructuring plans, the effect of currency
translation and, in 2001 and 2000, the reserves of businesses sold.
(d) The nature of activity in this account is described in Note 15 to Consolidated Financial Statements in
our 2001 Annual Report to Shareholders.
(e) In 2001, excludes $51.1 million of noncash costs, net, primarily for asset writedowns, and excludes a
$5.9 million loss on litigation. In 2000, excludes $104.6 million of noncash income, net, primarily
from the sale of businesses, offset by provisions for asset writedowns, and excludes $0.8 million of
cash costs related to two lawsuits. In 1999, includes the reversal of $2.3 million of previously
recorded restructuring costs, and excludes provisions of $31.4 million primarily for asset writedowns.
(f) Represents the effect of currency translation.
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- --------------------------------------------------------------------------------
3.1 Amended and Restated Certificate of Incorporation of the
Registrant, (filed as Exhibit 1 to the Registrant's Amendment
No. 3 to Registration Statement on Form 8-A/A [File No. 1-8002]
and incorporated in this document by reference).
3.2 By-laws of the Registrant, as amended and effective as of
February 7, 2002.
4.1 Fiscal Agency Agreement dated as of January 3, 1996, between the
Registrant and Chemical Bank pertaining to the Registrant's 4
1/4% Subordinated Convertible Debentures due 2003 (filed as
Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 30, 1995 [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 other long-term debt of the
Registrant or its consolidated subsidiaries.
4.2 Rights Agreement dated as of October 29, 2001, between the
Registrant and American Stock Transfer & Trust Company, which
includes as Exhibit A the Form of Certificate of Designations, as
Exhibit B the Form of Rights Certificate, and as Exhibit C the
Summary of Rights to Purchase Preferred Stock.
4.3 Amendment No. 1 to Rights Agreement dated as of February 7, 2002,
between the Registrant and American Stock Transfer & Trust
Company.
10.1 Thermo Electron Corporate Charter as amended and restated
effective January 3, 1993 (filed as Exhibit 10.1 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 1993 [File No. 1-8002] and incorporated in this
document by reference).
10.2 Thermo Electron Corporation Executive Retention Plan/Form of
Executive Retention Agreement (filed as Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
October 3, 1998 [File No. 1-8002] and incorporated in this
document by reference). (Each executive officer has a two-year
agreement except Mr. Richard F. Syron and Mr. Marijn Dekkers,
each of whom has a three-year agreement, and Mr. Peter E.
Hornstra who has a one-year agreement.)
10.3 Executive Severance Agreement dated as of January 27, 2000,
between the Registrant and Theo Melas-Kyriazi.
10.4 Revolving Credit Facility Letters from Barclays Bank PLC in favor
of the Registrant and its subsidiaries (filed as Exhibit 10.8 to
the Registrant's Annual Report on Form 10-K for the year ended
January 3, 1998 [File No. 1-8002] and incorporated in this
document by reference).
10.5 Stock Holdings Assistance Plan and Form of Promissory Note (filed
as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K
for the year ended January 3, 1998 [File No. 1-8002] and
incorporated in this document by reference).
10.6 Amended and Restated Deferred Compensation Plan for Directors of
the Registrant (filed as Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 3, 1999
[File No. 1-8002] and incorporated in this document by
reference).
<
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- --------------------------------------------------------------------------------
10.7 Thermo Electron Corporation Directors Stock Option Plan, as
amended and restated as of February 7, 2002.
10.8 Incentive Stock Option Plan of the Registrant (filed as Exhibit
4(d) to the Registrant's Registration Statement on Form S-8 [Reg.
No. 33-8993] and incorporated in this document by reference).
10.9 Amended and Restated Nonqualified Stock Option Plan of the
Registrant (filed as Exhibit 10.3 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended July 3, 1999 [File No.
1-8002] and incorporated in this document by reference). (Plan
amended in 1984 to extend expiration date to December 14, 1994.)
10.10 Thermo Electron Corporation Equity Incentive Plan, as amended and
restated as of February 7, 2002.
10.11 Thermo Electron Corporation 2001 Equity Incentive Plan, as
amended and restated as of February 7, 2002.
10.12 Thermo Electron Corporation Employees Equity Incentive Plan, as
amended and restated as of February 7, 2002.
10.13 Thermo Electron Corporation Deferred Compensation Plan, effective
November 1, 2001.
10.14 Amended and Restated Thermo Electron Corporation - Thermo
TerraTech Inc. Nonqualified Stock Option Plan (filed as Exhibit
10.7 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1999 [File No. 1-8002] and incorporated in
this document by reference). (On September 22, 2000, Thermo
TerraTech merged with Thermo Electron and all outstanding options
granted under this plan were assumed by Thermo Electron.)
10.15 Amended and Restated Thermo Electron Corporation - Thermo Power
Corporation Nonqualified Stock Option Plan (filed as Exhibit 10.8
to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended July 3, 1999 [File No. 1-8002] and incorporated in this
document by reference). (On October 28, 1999, Thermo Power merged
with Thermo Electron and all outstanding options granted under
this plan were assumed by Thermo Electron.)
10.16 Amended and Restated Thermo Electron Corporation - Thermo Ecotek
Corporation Nonqualified Stock Option Plan (filed as Exhibit
10.10 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1999 [File No. 1-8002] and incorporated in
this document by reference). (On August 10, 2000, Thermo Ecotek
merged with Thermo Electron and all outstanding options granted
under this plan were assumed by Thermo Electron.)
10.17 Amended and Restated Thermo Electron Corporation - ThermoTrex
Corporation Nonqualified Stock Option Plan (filed as Exhibit
10.11 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1999 [File No. 1-8002] and incorporated in
this document by reference). (On August 14, 2000, ThermoTrex
merged with Thermo Electron and all outstanding options granted
under this plan were assumed by Thermo Electron.)
<
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- --------------------------------------------------------------------------------
10.18 Amended and Restated Thermo Electron Corporation - Thermo
BioAnalysis Corporation Nonqualified Stock Option Plan (filed as
Exhibit 10.14 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended July 3, 1999 [File No. 1-8002] and
incorporated in this document by reference). (On April 19, 2000,
Thermo BioAnalysis merged with Thermo Instrument Systems Inc. and
on June 30, 2000, Thermo Instrument merged with Thermo Electron
and all outstanding options granted under this plan were
ultimately assumed by Thermo Electron.)
10.19 Amended and Restated Thermo Electron Corporation - ThermoLase
Corporation Nonqualified Stock Option Plan (filed as Exhibit
10.18 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1999 [File No. 1-8002] and incorporated in
this document by reference). (On August 14, 2000, ThermoLase
merged with Thermo Electron and all outstanding options granted
under this plan were assumed by Thermo Electron.)
10.20 Amended and Restated Thermo Electron Corporation - ThermoQuest
Corporation Nonqualified Stock Option Plan (filed as Exhibit
10.19 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1999 [File No. 1-8002] and incorporated in
this document by reference). (On May 11, 2000, ThermoQuest merged
with Thermo Instrument and on June 30, 2000, Thermo Instrument
merged with Thermo Electron and all outstanding options granted
under this plan were ultimately assumed by Thermo Electron.)
10.21 Amended and Restated Thermo Electron Corporation - Thermo Optek
Corporation Nonqualified Stock Option Plan (filed as Exhibit
10.20 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1999 [File No. 1-8002] and incorporated in
this document by reference). (On May 11, 2000, Thermo Optek
merged with Thermo Instrument and on June 30, 2000, Thermo
Instrument merged with Thermo Electron and all outstanding
options granted under this plan were ultimately assumed by Thermo
Electron.)
10.22 Amended and Restated Thermo Electron Corporation - Thermo Sentron
Inc. Nonqualified Stock Option Plan (filed as Exhibit 10.21 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended July 3, 1999 [File No. 1-8002] and incorporated in this
document by reference). (On April 4, 2000, Thermo Sentron merged
with Thermedics Inc. and on June 30, 2000, Thermedics merged with
Thermo Electron and all outstanding options granted under this
plan were ultimately assumed by Thermo Electron.)
10.23 Amended and Restated Thermo Electron Corporation - Trex Medical
Corporation Nonqualified Stock Option Plan (filed as Exhibit
10.22 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1999 [File No. 1-8002] and incorporated in
this document by reference). (On November 29, 2000, Trex Medical
merged with Thermo Electron and all outstanding options granted
under this plan were assumed by Thermo Electron.)
10.24 Amended and Restated Thermo Electron Corporation - Thermedics
Detection Inc. Nonqualified Stock Option Plan (filed as Exhibit
10.24 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1999 [File No. 1-8002] and incorporated in
this document by reference). (On April 12, 2000, Thermedics
Detection merged with Thermedics and on June 30, 2000, Thermedics
merged with Thermo Electron and all outstanding options granted
under this plan were ultimately assumed by Thermo Electron.)
<
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- --------------------------------------------------------------------------------
10.25 Amended and Restated Thermo Electron Corporation - Thermo Vision
Corporation Nonqualified Stock Option Plan (filed as Exhibit
10.26 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1999 [File No. 1-8002] and incorporated in
this document by reference). (On January 6, 2000, Thermo Vision
merged with Thermo Instrument and on June 30, 2000, Thermo
Instrument merged with Thermo Electron and all outstanding
options granted under this plan were ultimately assumed by Thermo
Electron.)
10.26 Amended and Restated Thermo Electron Corporation - ONIX Systems
Inc. Nonqualified Stock Option Plan (filed as Exhibit 10.27 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended July 3, 1999 [File No. 1-8002] and incorporated in this
document by reference). (On April 12, 2000, ONIX merged with
Thermo Instrument and on June 30, 2000, Thermo Instrument merged
with Thermo Electron and all outstanding options granted under
this plan were ultimately assumed by Thermo Electron.)
10.27 Amended and Restated Thermo Electron Corporation - The Randers
Killam Group Inc. Nonqualified Stock Option Plan (filed as
Exhibit 10.28 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended July 3, 1999 [File No. 1-8002] and
incorporated in this document by reference). (On May 15, 2000,
Randers Killam merged with Thermo TerraTech and on September 22,
2000, Thermo TerraTech merged with Thermo Electron and all
outstanding options granted under this plan were ultimately
assumed by Thermo Electron.)
10.28 Amended and Restated Thermo Electron Corporation - Trex
Communications Corporation Nonqualified Stock Option Plan (filed
as Exhibit 10.29 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended July 3, 1999 [File No. 1-8002] and
incorporated in this document by reference). (On November 8,
1999, Trex Communications merged with ThermoTrex and on August
14, 2000, ThermoTrex merged with Thermo Electron and all
outstanding options granted under this plan were ultimately
assumed by Thermo Electron.)
10.29 1997 Spectra-Physics Lasers, Inc. Stock Option Plan (filed as
Exhibit 10.6 of Amendment No. 1 to Spectra-Physics Lasers, Inc.'s
Registration Statement on Form S-1 [File No. 333-38329] and
incorporated in this document by reference). (On February 25,
2002, Spectra-Physics merged with Thermo Electron and all
outstanding options granted under this plan were assumed by
Thermo Electron.)
10.30 2000 Spectra-Physics Lasers, Inc. Stock Option Plan (filed as
Exhibit 10.1 to Spectra-Physics Quarterly Report on Form 10-Q for
the quarter ended September 30, 2000 [File No. 000-23461] and
incorporated in this document by reference). (On February 25,
2002, Spectra-Physics merged with Thermo Electron and all
outstanding options granted under this plan were assumed by
Thermo Electron.)
10.31 Description of Amendments to Certain Stock Option Plans made in
February 2002.
10.32 Form of Indemnification Agreement between the Registrant and the
directors and officers of its majority-owned subsidiaries (filed
as Exhibit 10.1 to the Registrant's Registration Statement on
Form S-4 [Reg. No. 333-90661] and incorporated in this document
by reference).
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- --------------------------------------------------------------------------------
10.33 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).
10.34 Executive Severance Agreement dated as of January 27, 2000,
between the Registrant and Seth H. Hoogasian.
10.35 Employment and Consulting Agreement dated as of March 31, 2000,
between the Registrant and George N. Hatsopoulos (filed as
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended April 1, 2000 [File No. 1-8002] and
incorporated in this document by reference).
10.36 Transaction Bonus Letter Agreement dated May 18, 2000, between
the Registrant and Brian D. Holt.
10.37 Letter agreement dated July 10, 2000, between the Registrant and
Earl R. Lewis pertaining to his resignation (filed as Exhibit
10.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 1, 2000 [File No. 1-8002] and incorporated in
this document by reference).
10.38 Executive Severance Agreement dated as of January 27, 2000, by
and between the Registrant and Brian D. Holt (filed as Exhibit
10.2 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 1, 2000 [File No. 1-8002] and incorporated in
this document by reference).
10.39 Employment Agreement between the Registrant and Marijn Dekkers
(filed as Exhibit 10.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000 [File No.
1-8002] and incorporated in this document by reference).
10.40 Amended and Restated Employment Agreement dated as of July 11,
2000, between the Registrant and Mr. Richard F. Syron (filed as
Exhibit 10.38 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 30, 2000 [File No. 1-8002] and
incorporated in this document by reference).
10.41 Executive Severance Agreement dated January 25, 2001, by and
between the Registrant and Mr. John T. Keiser (filed as Exhibit
10.39 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 30, 2000 [File No. 1-8002] and
incorporated in this document by reference).
10.42 Employment Offer Letter dated October 3, 2000, between the
Registrant and Mr. Guy Broadbent (filed as Exhibit 10.40 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 30, 2000 [File No. 1-8002] and incorporated in this
document by reference).
10.43 Amendment to Amended and Restated Employment Agreement dated as
of March 14, 2001, between the Registrant and Mr. Richard F.
Syron (filed as Exhibit 10.41 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 30, 2000 [File
No. 1-8002] and incorporated in this document by reference).
10.44 Retention Agreement dated January 31, 2000, between the
Registrant and Mr. Peter E. Hornstra (filed as Exhibit 10.42 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 30, 2000 [File No. 1-8002] and incorporated in
this document by reference).
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- --------------------------------------------------------------------------------
10.45 Plan and Agreement of Distribution dated August 3, 2001, between
the Registrant and Kadant Inc. (filed as Exhibit 99.3 to the
Registrant's Current Report on Form 8-K dated August 6, 2001
[File No. 1-8002] and incorporated in this document by reference).
10.46 Tax Matters Agreement effective as of August 8, 2001, between the
Registrant and Kadant Inc. (filed as Exhibit 99.4 to the
Registrant's Current Report on Form 8-K dated August 6, 2001
[File No. 1-8002] and incorporated in this document by
reference).
10.47 Transition Services Agreement dated August 3, 2001, between the
Registrant and Kadant Inc. (filed as Exhibit 99.5 to the
Registrant's Current Report on Form 8-K dated August 6, 2001
[File No. 1-8002] and incorporated in this document by reference).
10.48 Amendment to the Plan and Agreement of Distribution dated
December 27, 2001, between the Registrant and Kadant Inc.
10.49 Executive Severance Agreement dated as of September 21, 2001, by
and between the Registrant and Brian D. Holt (filed as Exhibit
10.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 29, 2001 [File No. 1-8002] and
incorporated in this document by reference).
10.50 Executive Severance Agreement dated as of October 30, 2001, by
and between the Registrant and Colin Maddix (filed as Exhibit
10.2 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 29, 2001 [File No. 1-8002] and
incorporated in this document by reference).
10.51 Plan and Agreement of Distribution dated November 15, 2001,
between the Registrant and Viasys Healthcare Inc. (filed as
Exhibit 99.2 to the Registrant's Current Report on Form 8-K dated
November 15, 2001 [File No. 1-8002] and incorporated in this
document by reference).
10.52 Tax Matters Agreement dated November 15, 2001, between the
Registrant and Viasys Healthcare Inc. (filed as Exhibit 99.3 to
the Registrant's Current Report on Form 8-K dated November 15,
2001 [File No. 1-8002] and incorporated in this document by
reference).
10.53 Transition Services Agreement dated November 15, 2001, between
the Registrant and Viasys Healthcare Inc. (filed as Exhibit 99.4
to the Registrant's Current Report on Form 8-K dated November 15,
2001 [File No. 1-8002] and incorporated in this document by
reference).
10.54 Employment Agreement dated as of November 29, 2001, between the
Registrant and Marc N. Casper.
10.55 Letter Agreement dated as of November 27, 2001, among SPX
Corporation, Kendro Laboratory Products, L.P., the Registrant,
and Marc N. Casper.
13 Annual Report to Shareholders for the year ended December 29,
2001 (only those portions incorporated in this document by
reference).
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.