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EX-31.2 - CERTIFICATION - THERMO FISHER SCIENTIFIC INC.tmoq115ex31_2.htm
 



 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
____________________________________________________

FORM 10-Q

x
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarter Ended March 28, 2015

o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-8002

THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its charter)

Delaware
04-2209186
(State of incorporation or organization)
(I.R.S. Employer Identification No.)
   
81 Wyman Street
 
Waltham, Massachusetts
02451
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (781) 622-1000
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x  No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x     Accelerated filer o     Non-accelerated filer o     Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o  No x

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.
 
Class
 
Outstanding at March 28, 2015
Common Stock, $1.00 par value
 
398,056,940
 
 



 
 

 
 
THERMO FISHER SCIENTIFIC INC.

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 28, 2015


 
TABLE OF CONTENTS
 
 
   
Page
 
PART I
 
     
Item 1.
Financial Statements (Unaudited)
3
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
30
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
40
     
Item 4.
Controls and Procedures
40
     
 
PART II
 
     
Item 1.
Legal Proceedings
41
     
Item 1A.
Risk Factors
41
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
47
     
Item 6.
Exhibits
47
     
     
 

 
2

 

THERMO FISHER SCIENTIFIC INC.
 
PART I                FINANCIAL INFORMATION
 
Item 1.                 Financial Statements
CONSOLIDATED BALANCE SHEET
(Unaudited)
 
    March 28,    
December 31,
 
(In millions except share and per share amounts)
 
2015
    2014  
             
Assets
           
Current Assets:
           
  Cash and cash equivalents   $ 864.6     $ 1,343.5  
  Short-term investments     8.4       8.5  
  Accounts receivable, less allowances of $71.7 and $74.1     2,538.0       2,473.6  
  Inventories     1,898.8       1,859.5  
  Deferred tax assets     299.4       303.3  
  Other current assets     571.3       551.4  
                 
      Total current assets
    6,180.5       6,539.8  
                 
Property, Plant and Equipment, at Cost, Net
    2,384.2       2,426.5  
Acquisition-related Intangible Assets, Net
    13,622.5       14,110.1  
Other Assets
    937.2       933.1  
Goodwill
    18,732.9       18,842.6  
                 
Total Assets
  $ 41,857.3     $ 42,852.1  
                 
Liabilities and Shareholders' Equity
               
Current Liabilities:
               
  Short-term obligations and current maturities of long-term obligations
  $ 4,160.6     $ 2,212.4  
  Accounts payable
    827.6       820.7  
  Accrued payroll and employee benefits
    486.9       668.9  
  Accrued income taxes
    39.1       165.1  
  Deferred revenue
    332.9       311.9  
  Other accrued expenses
    1,013.9       1,170.8  
                 
      Total current liabilities
    6,861.0       5,349.8  
                 
Deferred Income Taxes
    3,222.9       3,430.7  
Other Long-term Liabilities
    1,162.4       1,171.9  
Long-term Obligations
    10,696.2       12,351.6  
                 
Shareholders' Equity:
               
  Preferred stock, $100 par value, 50,000 shares authorized; none issued
               
  Common stock, $1 par value, 1,200,000,000 shares authorized; 410,212,776 and
               
  408,461,670 shares issued
    410.2       408.5  
  Capital in excess of par value
    11,607.3       11,473.6  
  Retained earnings
    10,732.1       10,406.9  
  Treasury stock at cost, 12,155,836 and 7,991,782 shares
    (988.2 )     (455.9 )
  Accumulated other comprehensive items
    (1,846.6 )     (1,285.0 )
                 
      Total shareholders' equity
    19,914.8       20,548.1  
                 
Total Liabilities and Shareholders' Equity
  $ 41,857.3     $ 42,852.1  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 

 
3

 
 
THERMO FISHER SCIENTIFIC INC.
 
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
 
   
Three Months Ended
 
   
March 28,
   
March 29,
 
(In millions except per share amounts)
 
2015
   
2014
 
             
Revenues
           
Product revenues
  $ 3,387.6     $ 3,375.4  
Service revenues
    531.2       528.1  
                 
Total revenues
    3,918.8       3,903.5  
                 
Costs and Operating Expenses:
               
Cost of product revenues
    1,720.8       1,933.3  
Cost of service revenues
    375.5       350.2  
Selling, general and administrative expenses
    1,137.4       1,177.0  
Research and development expenses
    165.8       149.7  
Restructuring and other costs (income), net
    32.0       (582.2 )
                 
Total costs and operating expenses
    3,431.5       3,028.0  
                 
Operating Income
    487.3       875.5  
Other Expense, Net
    (105.3 )     (101.1 )
                 
Income from Continuing Operations Before Income Taxes
    382.0       774.4  
Benefit from (Provision for) Income Taxes
    3.1       (231.3 )
                 
Net Income
  $ 385.1     $ 543.1  
                 
Earnings per Share
               
Basic
  $ .97     $ 1.38  
Diluted
  $ .96     $ 1.36  
                 
Weighted Average Shares
               
Basic
    397.8       393.3  
Diluted
    401.4       398.4  
                 
Cash Dividends Declared per Common Share
  $ .15     $ .15  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 

 
4

 

THERMO FISHER SCIENTIFIC INC.
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
 
   
Three Months Ended
 
   
March 28,
   
March 29,
 
(In millions)
 
2015
   
2014
 
             
Comprehensive Income (Loss)
           
  Net Income
  $ 385.1     $ 543.1  
                 
  Other Comprehensive Items:
               
Currency translation adjustment
    (563.1 )     14.3  
Unrealized gains on available-for-sale investments:
               
Unrealized holding gains arising during the period (net of tax provision of $0.0)
    0.1        
Unrealized gains and losses on hedging instruments:
               
Unrealized loss on hedging instruments (net of tax benefit of $4.9)
    (8.0 )      
Reclassification adjustment for losses included in net income (net of tax benefit
     of $0.1 and $0.4)
    1.1       0.7  
Pension and other postretirement benefit liability adjustment:
               
Pension and other postretirement benefit liability adjustments arising during the
     period (net of tax provision (benefit) of $2.9 and ($0.6))
    6.6       (1.9 )
Amortization of net loss and prior service benefit included in net periodic pension
     cost (net of tax benefit of $0.7 and $0.6)
    1.7       1.3  
                 
Total other comprehensive items
    (561.6 )     14.4  
                 
Comprehensive Income (Loss)
  $ (176.5 )   $ 557.5  
                 
 
The accompanying notes are an integral part of these consolidated financial statements.
 

 
5

 

THERMO FISHER SCIENTIFIC INC.
 
CONSOLIDATED STATEMENT OF CASH FLOWS
 
(Unaudited)
 
 
   
Three Months Ended
 
   
March 28,
   
March 29,
 
(In millions)
 
2015
   
2014
 
             
Operating Activities
           
Net income
  $ 385.1     $ 543.1  
                 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    416.3       365.6  
Change in deferred income taxes
    (102.4 )     (207.0 )
Net gains on sale of businesses
          (758.5 )
Non-cash stock-based compensation
    28.2       25.2  
Tax benefits from stock-based compensation awards
    (39.2 )     (48.4 )
Non-cash charges for sale of inventories revalued at the date of acquisition
    0.5       147.6  
Other non-cash expenses, net
    15.8       16.5  
Changes in assets and liabilities, excluding the effects of acquisitions and dispositions:
               
Accounts receivable
    (124.7 )     (192.6 )
Inventories
    (81.3 )     (32.1 )
Other assets
    (37.6 )     4.2  
Accounts payable
    34.8       (9.8 )
Other liabilities
    (395.4 )     267.2  
Contributions to retirement plans
    (18.0 )     (18.8 )
                 
Net cash provided by continuing operations
    82.1       102.2  
Net cash used in discontinued operations
    (2.1 )     (1.0 )
                 
Net cash provided by operating activities
    80.0       101.2  
                 
Investing Activities
               
Acquisitions, net of cash acquired
    (298.6 )     (13,056.3 )
Proceeds from sale of businesses, net of cash divested
          1,056.6  
Purchase of property, plant and equipment
    (97.2 )     (104.7 )
Proceeds from sale of property, plant and equipment
    0.6       3.4  
Proceeds from sale of investments
    2.0       33.0  
Decrease in restricted cash
    0.9       0.1  
Other investing activities, net
    (2.0 )      
                 
Net cash used in investing activities
  $ (394.3 )   $ (12,067.9 )
 
 

 
6

 

THERMO FISHER SCIENTIFIC INC.
 
CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
(Unaudited)
 
   
Three Months Ended
 
   
March 28,
   
March 29,
 
(In millions)
 
2015
   
2014
 
             
Financing Activities
           
Net proceeds from issuance of long-term debt
  $     $ 4,999.8  
Increase in commercial paper, net
    1,218.9       208.1  
Repayment of long-term obligations
    (851.4 )     (600.9 )
Increase in short-term notes payable
          5.1  
Purchases of company common stock
    (500.0 )      
Dividends paid
    (60.8 )     (54.9 )
Net proceeds from issuance of company common stock
          2,942.0  
Net proceeds from issuance of company common stock under employee stock plans
    60.0       87.5  
Tax benefits from stock-based compensation awards
    39.2       48.4  
Other financing activities, net
    (6.3 )      
                 
Net cash (used in) provided by financing activities
    (100.4 )     7,635.1  
                 
Exchange Rate Effect on Cash
    (64.2 )     2.8  
                 
Decrease in Cash and Cash Equivalents
    (478.9 )     (4,328.8 )
Cash and Cash Equivalents at Beginning of Period
    1,343.5       5,826.0  
                 
Cash and Cash Equivalents at End of Period
  $ 864.6     $ 1,497.2  
                 
See Note 13 for supplemental cash flow information.
 
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 

 
7

 

THERMO FISHER SCIENTIFIC INC.
 
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Unaudited)
 
                                       
Accumulated
       
               
Capital in
                     
Other
   
Total
 
   
Common Stock
   
Excess of
   
Retained
   
Treasury Stock
   
Comprehensive
   
Shareholders'
 
(In millions)
 
Shares
   
Amount
   
Par Value
   
Earnings
   
Shares
   
Amount
   
Items
   
Equity
 
                                                 
Balance at December 31, 2013
    369.6     $ 369.6     $ 8,222.6     $ 8,753.3       (7.6 )   $ (412.2 )   $ (77.2 )   $ 16,856.1  
                                                                 
Issuance of shares under employees'
    and directors' stock plans
    2.3       2.3       89.5             (0.3 )     (30.4 )           61.4  
Issuance of shares
    34.9       34.9       2,907.4                               2,942.3  
Stock-based compensation
                25.2                               25.2  
Tax benefit related to employees'
    and directors' stock plans
                48.2                               48.2  
Dividends declared
                      (60.1 )                       (60.1 )
Net income
                      543.1                         543.1  
Other comprehensive items
                                        14.4       14.4  
                                                                 
Balance at March 29, 2014
    406.8     $ 406.8     $ 11,292.9     $ 9,236.3       (7.9 )   $ (442.6 )   $ (62.8 )   $ 20,430.6  
                                                                 
                                                                 
Balance at December 31, 2014
    408.5     $ 408.5     $ 11,473.6     $ 10,406.9       (8.0 )   $ (455.9 )   $ (1,285.0 )   $ 20,548.1  
Issuance of shares under employees'
    and directors' stock plans
    1.7       1.7       66.5             (0.3 )     (32.3 )           35.9  
Stock-based compensation
                28.2                               28.2  
Tax benefit related to employees'
    and directors' stock plans
                39.0                               39.0  
Purchases of company common
    stock
                            (3.9 )     (500.0 )           (500.0 )
Dividends declared
                      (59.9 )                       (59.9 )
Net income
                      385.1                         385.1  
Other comprehensive items
                                        (561.6 )     (561.6 )
                                                                 
Balance at March 28, 2015
    410.2     $ 410.2     $ 11,607.3     $ 10,732.1       (12.2 )   $ (988.2 )   $ (1,846.6 )   $ 19,914.8  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 

 
8

 

THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
Note 1.    Nature of Operations and Summary of Significant Accounting Policies
 
Nature of Operations
 
    Thermo Fisher Scientific Inc. (the company or Thermo Fisher) enables customers to make the world healthier, cleaner and safer by providing analytical instruments, equipment, reagents and consumables, software and services for research, manufacturing, analysis, discovery and diagnostics. 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.
 
Interim Financial Statements
 
    The interim consolidated financial statements presented herein have been prepared by the company, are unaudited and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair presentation of the financial position at March 28, 2015, the results of operations for the three-month periods ended March 28, 2015, and March 29, 2014, and the cash flows for the three-month periods ended March 28, 2015, and March 29, 2014. Interim results are not necessarily indicative of results for a full year.
 
    The consolidated balance sheet presented as of December 31, 2014, has been derived from the audited consolidated financial statements as of that date. The consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain all information that is included in the annual financial statements and notes of the company. The consolidated financial statements and notes included in this report should be read in conjunction with the 2014 financial statements and notes included in the company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC).
 
    Note 1 to the consolidated financial statements for 2014 describes the significant accounting estimates and policies used in preparation of the consolidated financial statements. There have been no material changes in the company’s significant accounting policies during the three months ended March 28, 2015.
 
Warranty Obligations
 
    Product warranties are included in other accrued expenses in the accompanying balance sheet. The changes in the carrying amount of standard product warranty obligations are as follows:
 
   
Three Months Ended
 
   
March 28,
   
March 29,
 
(In millions)
 
2015
   
2014
 
             
Beginning Balance
  $ 57.5     $ 49.8  
Provision charged to income
    17.2       19.0  
Usage
    (18.3 )     (18.4 )
Acquisitions
    0.5       7.2  
Adjustments to previously provided warranties, net
    (0.1 )     0.6  
Currency translation
    (1.9 )     (0.4 )
                 
Ending Balance
  $ 54.9     $ 57.8  
 

 
9

 

THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 
Inventories
 
The components of inventories are as follows:
 
   
March 28,
   
December 31,
 
(In millions)
 
2015
   
2014
 
             
Raw Materials
  $ 459.6     $ 441.6  
Work in Process
    220.7       207.6  
Finished Goods
    1,218.5       1,210.3  
                 
Inventories
  $ 1,898.8     $ 1,859.5  
                 
Property, Plant and Equipment
 
Property, plant and equipment consists of the following:
 
   
March 28,
   
December 31,
 
(In millions)
 
2015
   
2014
 
             
Land
  $ 280.2     $ 281.8  
Buildings and Improvements
    955.6       955.1  
Machinery, Equipment and Leasehold Improvements
    2,633.1       2,632.0  
                 
Property, Plant and Equipment, at Cost
    3,868.9       3,868.9  
Less: Accumulated Depreciation and Amortization
    1,484.7       1,442.4  
                 
Property, Plant and Equipment, at Cost, Net
  $ 2,384.2     $ 2,426.5  
                 
Acquisition-related Intangible Assets
 
Acquisition-related intangible assets are as follows:
 
   
March 28, 2015
   
December 31, 2014
 
         
Accumulated
               
Accumulated
       
(In millions)
 
Gross
   
Amortization
   
Net
   
Gross
   
Amortization
   
Net
 
                                     
Definite Lived:
                                   
Customer relationships
  $ 11,725.2     $ (3,510.1 )   $ 8,215.1     $ 11,866.8     $ (3,340.6 )   $ 8,526.2  
Product technology
    4,785.8       (1,515.2 )     3,270.6       4,898.1       (1,501.3 )     3,396.8  
Tradenames
    1,300.9       (466.3 )     834.6       1,333.0       (448.7 )     884.3  
Other
    33.5       (32.9 )     0.6       34.2       (33.3 )     0.9  
                                                 
      17,845.4       (5,524.5 )     12,320.9       18,132.1       (5,323.9 )     12,808.2  
                                                 
Indefinite Lived:
                                               
Tradenames
    1,234.8             1,234.8       1,234.8             1,234.8  
In-process research
    and development
    66.8             66.8       67.1             67.1  
                                                 
      1,301.6             1,301.6       1,301.9             1,301.9  
                                                 
Acquisition-related
      Intangible Assets
  $ 19,147.0     $ (5,524.5 )   $ 13,622.5     $ 19,434.0     $ (5,323.9 )   $ 14,110.1  
                                                 
 

 
10

 
 
THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In addition, significant estimates were made in estimating future cash flows to assess potential impairment of assets and in determining the fair value of acquired intangible assets (Note 2) and the ultimate loss from abandoning leases at facilities being exited (Note 14). Actual results could differ from those estimates.
 
Recent Accounting Pronouncements
         
    In April 2015, the FASB issued new guidance that requires the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability, consistent with the current treatment of debt discounts. The guidance is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. The company is currently evaluating the impact the standard will have on its consolidated financial statements.
 
    In January 2015, the FASB issued new guidance to simplify income statement classification by removing the concept of extraordinary items from U.S. GAAP. As a result, items that are both unusual and infrequent will no longer be separately reported net of tax after continuing operations. The company adopted this guidance effective January 2015. The adoption of this standard in 2015 did not have a material impact on the company’s consolidated financial statements.
 
    In May 2014, the FASB issued new revenue recognition guidance which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The new standard also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity's nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The guidance is currently effective for the company in 2017. Early adoption is not permitted. The company is currently evaluating the impact the standard will have on its consolidated financial statements.
 
    In April 2014, the FASB issued new guidance on reporting discontinued operations and disclosures of disposals. Under the new guidance, only disposals representing a strategic shift that has or will have a major effect on operations will be presented as discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of the company that does not qualify for discontinued operations reporting. The company adopted this guidance effective January 2015. The adoption of this standard in 2015 did not have a material impact on the company’s consolidated financial statements.
 
Note 2.    Acquisitions
         
    The company’s acquisitions have historically been made at prices above the determined fair value of the acquired identifiable assets, resulting in goodwill, due to expectations of the synergies that will be realized by combining the businesses. These synergies include the elimination of redundant facilities, functions and staffing; use of the company’s existing commercial infrastructure to expand sales of the acquired businesses’ products; and use of the commercial infrastructure of the acquired businesses to cost-effectively expand sales of company products.
 
    Acquisitions have been accounted for using the purchase method of accounting, and the acquired companies’ results have been included in the accompanying financial statements from their respective dates of acquisition. Acquisition transaction costs are recorded in selling, general and administrative expenses as incurred.
 
 

 
11

 

THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 
2015
 
    In February 2015, the company acquired, within the Life Sciences Solutions segment, Advanced Scientifics, Inc., a North America-based global provider of single-use systems and process equipment for bioprocess production, for approximately $289 million. The acquisition expanded the company’s bioprocessing offerings. Revenues of Advanced Scientifics were approximately $80 million in 2014. The purchase price exceeded the fair value of the identifiable net assets and, accordingly, $118 million was allocated to goodwill, all of which is tax deductible.
 
    In addition, in 2015, the company acquired, within the Analytical Instruments segment, selected assets of certain existing channel partners for its chromatography and mass spectrometry products, for an aggregate purchase price of $11 million.
 
    During the first three months of 2015, the company made contingent purchase price payments totaling $8 million for acquisitions completed prior to 2015. The contingent purchase price payments were contractually due to the sellers upon achievement of certain performance criteria at the acquired businesses.
 
    The components of the purchase price and net assets acquired for 2015 acquisitions are as follows:
 
                   
(In millions)
 
Advanced
Scientifics
   
Other
   
Total
 
                   
Purchase Price
                 
Cash paid
  $ 289.1     $ 9.6     $ 298.7  
Purchase price payable
          1.3       1.3  
Cash acquired
    (0.1 )           (0.1 )
                         
    $ 289.0     $ 10.9     $ 299.9  
                         
Net Assets Acquired
                       
Current assets
  $ 27.9     $ 3.9     $ 31.8  
Property, plant and equipment
    10.6             10.6  
Definite-lived intangible assets:
                       
Customer relationships
    96.1       4.3       100.4  
Product technology
    37.3             37.3  
Tradenames and other
    2.3             2.3  
Goodwill
    118.1       4.2       122.3  
Other assets
    0.2             0.2  
Liabilities assumed
    (3.5 )     (1.5 )     (5.0 )
                         
    $ 289.0     $ 10.9     $ 299.9  
                         
    The weighted-average amortization periods for definite-lived intangible assets acquired in 2015 are 16 years for customer relationships, 11 years for product technology and 10 years for tradenames and other. The weighted average amortization period for all definite-lived intangible assets acquired in 2015 is 15 years.
 
 
 
 
12

 
 
THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 
Unaudited Pro Forma Information
 
The company acquired Life Technologies in February 2014. Had the acquisition of Life Technologies been completed as of the beginning of 2013, the company’s pro forma results for the first three months of 2014 would have been as follows:
 
   
Three Months
Ended
 
   
March 29,
 
(In millions except per share amounts)
 
2014
 
       
Revenues
  $ 4,176.4  
         
Net Income
  $ 728.5  
         
Earnings per Share:
       
Basic
  $ 1.83  
Diluted
  $ 1.81  
         
    These pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the date indicated or that may result in the future.
 
    The company’s results would not have been materially different from its pro forma results had the company’s other 2014 or 2015 acquisitions occurred at the beginning of 2013 or 2014, respectively.
 
Note 3.    Business Segment Information
 
The company’s financial performance is reported in four segments. A description of each segment follows.
 
    Life Sciences Solutions: provides an extensive portfolio of reagents, instruments and consumables used in biological and medical research, discovery and production of new drugs and vaccines as well as diagnosis of disease. These products and services are used by customers in pharmaceutical, biotechnology, agricultural, clinical, academic, and government markets.
 
    Analytical Instruments: provides a broad offering of instruments, consumables, software and services that are used for a range of applications in the laboratory, on the production line and in the field. These products and services are used by customers in pharmaceutical, biotechnology, academic, government, environmental and other research and industrial markets, as well as the clinical laboratory.
 
    Specialty Diagnostics: provides a wide range of diagnostic test kits, reagents, culture media, instruments and associated products used to increase the speed and accuracy of diagnoses. These products are used by customers in healthcare, clinical, pharmaceutical, industrial and food safety laboratories.
 
    Laboratory Products and Services: provides virtually everything needed for the laboratory, including a combination of self-manufactured and sourced products and an extensive service offering. These products and services are used by customers in pharmaceutical, biotechnology, academic, government and other research and industrial markets, as well as the clinical laboratory.
 
    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.
 
 
 
13

 
 
THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 
Business Segment Information
 
             
   
Three Months Ended
 
   
March 28,
   
March 29,
 
(In millions)
 
2015
   
2014
 
             
Revenues
           
  Life Sciences Solutions
  $ 1,019.9     $ 835.5  
  Analytical Instruments
    727.4       769.9  
  Specialty Diagnostics
    785.2       813.7  
  Laboratory Products and Services
    1,513.4       1,590.5  
  Eliminations
    (127.1 )     (106.1 )
                 
  Consolidated revenues
    3,918.8       3,903.5  
                 
Segment Income (a)
               
  Life Sciences Solutions
    298.7       244.6  
  Analytical Instruments
    121.7       130.9  
  Specialty Diagnostics
    214.1       221.0  
  Laboratory Products and Services
    222.1       234.0  
                 
  Subtotal reportable segments (a)
    856.6       830.5  
                 
  Cost of revenues charges
    (0.6 )     (168.5 )
  Selling, general and administrative charges, net
    (7.6 )     (82.8 )
  Restructuring and other (costs) income, net
    (32.0 )     582.2  
  Amortization of acquisition-related intangible assets
    (329.1 )     (285.9 )
                 
  Consolidated operating income
    487.3       875.5  
  Other expense, net (b)
    (105.3 )     (101.1 )
                 
  Income from continuing operations before income taxes
  $ 382.0     $ 774.4  
                 
Depreciation
               
  Life Sciences Solutions
  $ 33.5     $ 24.0  
  Analytical Instruments
    9.3       10.4  
  Specialty Diagnostics
    17.8       18.8  
  Laboratory Products and Services
    26.6       26.5  
                 
  Consolidated depreciation
  $ 87.2     $ 79.7  
 
(a) 
Represents operating income before certain charges to cost of revenues and selling, general and administrative expenses; restructuring and other costs, net; and amortization of acquisition-related intangibles.
(b)
The company does not allocate other expense, net to its segments.
 
                   
 
 
14

 
 
THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 
Note 4.    Other Expense, Net
 
The components of other expense, net, in the accompanying statement of income are as follows:
   
Three Months Ended
 
   
March 28,
   
March 29,
 
(In millions)
 
2015
   
2014
 
             
Interest Income
  $ 7.0     $ 11.9  
Interest Expense
    (108.4 )     (117.8 )
Other Items, Net
    (3.9 )     4.8  
                 
Other Expense, Net
  $ (105.3 )   $ (101.1 )
                 
Other Items, Net
 
    In 2015, other items, net includes costs of $7.5 million associated with entering into interest rate swap arrangements and a $3 million loss on the early extinguishment of debt. In 2014, other items, net includes a $4 million gain from an equity investment.
 
Note 5.            Stock-based Compensation Expense
 
    The components of stock-based compensation expense are primarily included in selling, general and administrative expenses and include the following:  
             
      Three Months Ended   
      March 28,       March 29,  
(In millions)
    2015        2014  
                 
Stock Option Awards
  $ 10.4     $ 10.7  
Restricted Unit Awards
    17.8       14.5  
                 
Total Stock-based Compensation Expense
  $ 28.2     $ 25.2  
                 
    As of March 28, 2015, there was $111 million of total unrecognized compensation cost related to unvested stock options granted. The cost is expected to be recognized through 2019 with a weighted average amortization period of 2.7 years.
 
    As of March 28, 2015, there was $181 million of total unrecognized compensation cost related to unvested restricted stock unit awards. The cost is expected to be recognized through 2018 with a weighted average amortization period of 2.6 years.
 
    During the first three months of 2015, the company made equity compensation grants to employees consisting of 0.9 million service- and performance-based restricted stock units and options to purchase 1.7 million shares.
 
Certain pre-acquisition equity awards of Life Technologies were converted to rights to receive future cash payments over the remaining vesting period. In addition to stock-based compensation, which is included in the above table, in the three-month periods ended March 28, 2015 and March 29, 2014, the company recorded expense for cash-in-lieu of equity of $8.4 million and $7.1 million, respectively, related to these arrangements.
 
 
 
15

 
 
THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 
Note 6.    Pension and Other Postretirement Benefit Plans
 
    Employees of a number of the company’s 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 maintains postretirement healthcare programs at several acquired businesses where certain employees are eligible to participate. The costs of the postretirement healthcare programs are generally funded on a self-insured and insured-premium basis.
 
    Net periodic benefit costs for the company’s defined benefit pension plans include the following components:
 
             
      Three Months Ended   
      March 28,       March 29,  
(In millions)
    2015        2014  
                 
Service Cost-Benefits Earned
  $ 6.2     $ 4.6  
Interest Cost on Benefit Obligation
    19.4       20.1  
Expected Return on Plan Assets
    (23.3 )     (21.1 )
Amortization of Actuarial Net Loss
    2.3       1.9  
                 
Net Periodic Benefit Cost
  $ 4.6     $ 5.5  
                 
Note 7.    Income Taxes
 
    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:  
             
   
Three Months Ended
 
   
March 28,
   
March 29,
 
(In millions)
 
2015
   
2014
 
             
Provision for Income Taxes at Statutory Rate
  $ 133.7     $ 271.0  
                 
Increases (Decreases) Resulting From:
               
Foreign rate differential
    (23.8 )     (6.1 )
Income tax credits
    (103.1 )     (1.1 )
Manufacturing deduction
    (7.6 )     (0.6 )
Singapore tax holiday
    (3.2 )     (0.2 )
Impact of change in tax laws and apportionment on deferred taxes
    0.7       (20.5 )
Nondeductible expenses
    1.9       0.1  
Provision (reversal) of tax reserves, net
          25.3  
Basis difference on disposal of businesses
          (61.9 )
State income taxes, net of federal tax
    (1.6 )     23.3  
Other, net
    (0.1 )     2.0  
                 
    $ (3.1 )   $ 231.3  
                 
    In the first quarter of 2015, the company implemented tax planning initiatives related to non-U.S. subsidiaries. As a result of these initiatives, the company generated U.S. foreign tax credits of $77 million, offset in part by additional U.S. income taxes of $27 million on the related foreign income which reduced the benefit from the foreign tax rate differential in 2015.
 
 
 
16

 
 
THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 
Note 8.    Earnings per Share
 
   
Three Months Ended
 
   
March 28,
   
March 29,
 
(In millions except per share amounts)
 
2015
   
2014
 
             
Net Income
  $ 385.1     $ 543.1  
                 
Basic Weighted Average Shares
    397.8       393.3  
Plus Effect of:
               
Equity forward arrangement
          0.7  
Stock options and restricted units
    3.6       4.4  
                 
Diluted Weighted Average Shares
    401.4       398.4  
                 
Basic Earnings per Share
  $ .97     $ 1.38  
                 
Diluted Earnings per Share
  $ .96     $ 1.36  
                 
    Options to purchase 4.0 million and 2.4 million shares of common stock were not included in the computation of diluted earnings per share for first three months of 2015 and 2014, respectively, because their effect would have been antidilutive.
 
 
 
17

 
 
THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 
Note 9.    Debt and Other Financing Arrangements
 
   
Effective
             
   
Interest Rate at
             
   
March 28,
   
March 28,
   
December 31,
 
(Dollars in millions)
 
2015
   
2015
   
2014
 
                   
Commercial Paper
    0.83 %   $ 1,220.7     $  
Term Loan
    1.64 %     1,175.0       1,275.0  
4.40% 5-Year Senior Notes, Due 3/1/2015
                  500.0  
3.20% 5-Year Senior Notes, Due 5/1/2015
    1.55 %     450.0       450.0  
5.00% 10-Year Senior Notes, Due 6/1/2015
                  250.0  
3.50% 5-Year Senior Notes, Due 1/15/2016
    1.06 %     400.0       400.0  
3.20% 5-Year Senior Notes, Due 3/1/2016
    3.21 %     900.0       900.0  
2.25% 5-Year Senior Notes, Due 8/15/2016
    2.29 %     1,000.0       1,000.0  
1.30% 3-Year Senior Notes, Due 2/1/2017
    0.85 %     900.0       900.0  
1.85% 5-Year Senior Notes, Due 1/15/2018
    1.85 %     500.0       500.0  
2.40% 5-Year Senior Notes, Due 2/1/2019
    2.44 %     900.0       900.0  
6.00% 10-Year Senior Notes, Due 3/1/2020
    2.98 %     750.0       750.0  
4.70% 10-Year Senior Notes, Due 5/1/2020
    3.23 %     300.0       300.0  
5.00% 10-Year Senior Notes, Due 1/15/2021
    3.25 %     400.0       400.0  
4.50% 10-Year Senior Notes, Due 3/1/2021
    3.03 %     1,000.0       1,000.0  
3.60% 10-Year Senior Notes, Due 8/15/2021
    2.52 %     1,100.0       1,100.0  
3.30% 7-Year Senior Notes, Due 2/15/2022
    3.30 %     800.0       800.0  
3.15% 10-Year Senior Notes, Due 1/15/2023
    3.21 %     800.0       800.0  
4.15% 10-Year Senior Notes, Due 2/1/2024
    4.07 %     1,000.0       1,000.0  
2.00% 10-Year Senior Notes, Due 4/15/2025 (euro-denominated)
    2.03 %     696.9       774.3  
5.30% 30-Year Senior Notes, Due 2/1/2044
    5.30 %     400.0       400.0  
Other
            21.8       23.2  
                         
Total Borrowings at Par Value
            14,714.4       14,422.5  
Fair Value Hedge Accounting Adjustments
            11.2       (0.5 )
Unamortized Premium (Discount), Net
            131.2       142.0  
                         
Total Borrowings at Carrying Value
            14,856.8       14,564.0  
Less: Short-term Obligations and Current Maturities
            4,160.6       2,212.4  
                         
Long-term Obligations
          $ 10,696.2     $ 12,351.6  
                         
    The effective interest rates for the fixed-rate debt include the stated interest on the notes, the accretion of any discount or amortization of any premium and, if applicable, adjustments related to hedging.
 
See Note 12 for fair value information pertaining to the company’s long-term obligations.
 
Credit Facilities
 
    The company has a revolving credit facility with a bank group that provides for up to $2.00 billion of unsecured multi-currency revolving credit. The facility expires in July 2018. 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 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 a Consolidated Leverage Ratio of debt to EBITDA (as defined in the agreement) below 4.0 to 1.0, decreasing to 3.5 to 1.0 by August 2015, and an Interest Coverage Ratio of EBITDA (as defined in the agreement) to interest expense of 3.0 to 1.0. The credit agreement permits the company to use the facility for working capital; acquisitions; repurchases of common stock, debentures and other securities; the refinancing of debt; and general corporate purposes. The credit agreement allows for the issuance of letters of credit, which reduces the amount available for borrowing. If the company borrows under this facility, it intends to leave undrawn an amount equivalent to outstanding commercial paper to provide a source of funds in the event that commercial paper markets are not available. As of March 28, 2015, no borrowings were outstanding under the facility, although available capacity was reduced by approximately $59 million as a result of outstanding letters of credit.
 
 
 
18

 
 
THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 
Commercial Paper Program
 
The company has a U.S. commercial paper program pursuant to which it may issue and sell unsecured, short-term promissory notes (CP Notes). Maturities may not exceed 397 days from the date of issue and the CP Notes rank pari passu with all of the company’s other unsecured and unsubordinated indebtedness. CP Notes are issued on a private placement basis under customary terms in the commercial paper market and are not redeemable prior to maturity nor subject to voluntary prepayment. CP Notes are issued at a discount from par, or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis. As of March 28, 2015, outstanding borrowings under this program were $1.22 billion, with a weighted average remaining period to maturity of 46 days.
 
Term Loan
 
In connection with the acquisition of Life Technologies, the company entered into an unsecured term loan agreement. The term loan 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 term loan agreement contains affirmative, negative and financial covenants, and events of default customary for financings of this type. The financial covenants require the company to maintain a Consolidated Leverage Ratio of debt to EBITDA (as defined in the agreements) below 4.0 to 1.0, decreasing to 3.5 to 1.0 by August 2015, and a minimum interest coverage ratio of 3.0 to 1.0. As of March 28, 2015, outstanding borrowings under the term loan agreement were $1.18 billion. The company is required to make minimum periodic payments through March 2016. Borrowings may be prepaid without penalty.
 
Senior Notes
 
Interest on the euro-denominated 2.00% Senior Notes due 2025 is payable annually. Interest on each of the other senior notes is payable semi-annually. Each of the notes may be redeemed at any time at a redemption price of 100% of the principal amount plus a specified make-whole premium plus accrued interest. The company is subject to certain affirmative and negative covenants under the indentures governing the senior notes, the most restrictive of which limits the ability of the company to pledge principal properties as security under borrowing arrangements.
 
In March 2015, the company paid its 5% Senior Notes due June 1, 2015, and recorded a charge of $3 million for the early extinguishment of this debt.
 
Interest Rate Swap Arrangements
 
In February 2015, the company entered into LIBOR-based interest rate swap arrangements with various banks on its outstanding 4.70% Senior Notes due May 1, 2020, 4.50% Senior Notes due March 1, 2021 and 3.60% Senior Notes due August 15, 2021. The aggregate amounts of the swaps are equal to the principal amounts of the notes and the payment dates of the swaps coincide with the interest payment dates of the notes. The swap contracts provide for the company to pay a variable interest rate of one-month LIBOR plus a spread of 3.156% (3.3279% at March 28, 2015) and receive a fixed rate of 4.70% on the 4.70% Notes; to pay a variable interest rate of one-month LIBOR plus a spread of 2.868% (3.0399% at March 28, 2015) and receive a fixed rate of 4.50% on the 4.50% Notes; and to pay a variable interest rate of one-month LIBOR plus a spread of 1.937% (2.1115% at March 28, 2015) and receive a fixed rate of 3.60% on the 3.60% Notes. The variable interest rates reset monthly. The swaps have been accounted for as fair value hedges of the notes. See Note 12 for additional information.
 
In 2013, upon the issuance of $900 million principal amount of 1.30% Senior Notes due 2017, the company entered into LIBOR-based interest rate swap arrangements with various banks. The aggregate amount of the swaps is equal to the principal amount of the 1.30% Notes and the payment dates of the swaps coincide with the payment dates of the 1.30% Notes. The swap contracts provide for the company to pay a variable interest rate of one-month LIBOR plus a spread of 0.6616% (0.8335% at March 28, 2015) and to receive a fixed rate of 1.30%. The variable interest rate resets monthly. The swaps have been accounted for as a fair value hedge of the 1.30% Notes. See Note 12 for additional information.
 
 
 
19

 
 
THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 
Note 10.          Commitments and Contingencies
 
Environmental Matters
 
The company is currently involved in various stages of investigation and remediation related to environmental matters. The company cannot predict all potential costs related to environmental remediation matters and the possible impact on future operations given the uncertainties regarding the extent of the required cleanup, the complexity and interpretation of applicable laws and regulations, the varying costs of alternative cleanup methods and the extent of the company’s responsibility. Expenses for environmental remediation matters related to the costs of installing, operating and maintaining groundwater-treatment systems and other remedial activities related to historical environmental contamination at the company’s domestic and international facilities were not material in any period presented. The company records accruals for environmental remediation liabilities, based on current interpretations of environmental laws and regulations, when it is probable that a liability has been incurred and the amount of such liability can be reasonably estimated. The company calculates estimates based upon several factors, including reports prepared by environmental specialists and management’s knowledge of and experience with these environmental matters. The company includes in these estimates potential costs for investigation, remediation and operation and maintenance of cleanup sites. At March 28, 2015 and December 31, 2014, the company’s total environmental liability was approximately $31 million and $32 million, respectively. While management believes the accruals for environmental remediation are adequate based on current estimates of remediation costs, the company may be subject to additional remedial or compliance costs due to future events such as changes in existing laws and regulations, changes in agency direction or enforcement policies, developments in remediation technologies or changes in the conduct of the company’s operations, which could have a material adverse effect on the company’s financial position, results of operations or cash flows.
 
Litigation and Related Contingencies
 
There are various lawsuits and claims pending against the company involving product liability, intellectual property, employment, and contractual issues. The company determines the probability and range of possible loss based on the current status of each of these matters. A liability is recorded in the financial statements if it is believed to be probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The company establishes a liability that is an estimate of amounts expected to be paid in the future for events that have already occurred. The company accrues the most likely amount or at least the minimum of the range of probable loss when a range of probable loss can be estimated. The accrued liabilities are based on management’s judgment as to the probability of losses for asserted and unasserted claims and, where applicable, actuarially determined estimates. Accrual estimates are adjusted as additional information becomes known or payments are made. The amount of ultimate loss may differ from these estimates. Due to the inherent uncertainties associated with pending litigation or claims, the company cannot predict the outcome, and, with respect to certain pending litigation or claims where no liability has been accrued, to make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome. The company has no material accruals for pending litigation or claims for which accrual amounts are not disclosed, nor are material losses deemed probable for such matters. It is reasonably possible, however, that an unfavorable outcome that exceeds the company’s current accrual estimate, if any, for one or more of the matters described below could have a material adverse effect on the company’s results of operations, financial position and cash flows.
 
   Product Liability, Workers Compensation and Other Personal Injury Matters
 
For product liability, workers compensation and other personal injury matters, the company accrues the most likely amount or at least the minimum of the range of possible loss when a range of possible loss can be estimated. The company records estimated amounts due from insurers related to certain product liabilities as an asset. Although the company believes that the amounts accrued and estimated recoveries are probable and appropriate based on available information, including actuarial studies of loss estimates, the process of estimating losses and insurance recoveries involves a considerable degree of judgment by management and the ultimate amounts could vary materially. Insurance contracts do not relieve the company of its primary obligation with respect to any losses incurred. The collectability of amounts due from its insurers is subject to the solvency and willingness of the insurer to pay, as well as the legal sufficiency of the insurance claims. Management monitors the payment history as well as the financial condition and ratings of its insurers on an ongoing basis.
 
 
 
20

 
 
THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 
   Intellectual Property Matters
 
On February 3, 2014, the company acquired Life Technologies. Life Technologies and its subsidiaries are party to several lawsuits in which plaintiffs claim infringement of their intellectual property, including the following:
 
On June 6, 2004, Enzo Biochem, Enzo Life Sciences and Yale University filed a complaint against Life Technologies in United States District Court for the District of Connecticut. The plaintiffs allege patent infringement by Applera’s labeled DNA terminator products used in DNA sequencing and fragment analysis. The plaintiff sought damages for alleged willful infringement, attorneys’ fees, costs, prejudgment interest, and injunctive relief. In November 2012, the jury awarded damages of $48.5 million. Prejudgment interest of $12.4 million was also granted. The $60.9 million judgment and interest was accrued by Life Technologies and the liability was assumed by the company as of the date of the acquisition. In March 2015 the United States Court of Appeals for the Federal Circuit vacated the judgment and returned the case to the District Court for further proceedings. In April 2015, the plaintiff filed a petition for rehearing. The company has maintained the $60.9 million accrual, pending appeals.
 
On January 30, 2012, Enzo Life Sciences filed a complaint against Life Technologies in United States District Court for the District of Delaware. The plaintiff alleges patent infringement by Life Technologies’ Taqman probes and assays, Dynabead oligo-dT beads, NCode oligonucleotide array products, Ion Torrent beads and chips and SOLiD beads and chips. The plaintiff seeks damages for alleged willful infringement, attorneys’ fees, costs, prejudgment interest and injunctive relief.
 
On May 26, 2010, Promega Corp. & Max-Planck-Gesellschaft Zur Forderung Der Wissenschaften EV filed a complaint against Life Technologies in the United States District Court for the Western District of Wisconsin. The plaintiffs allege patent infringement by sales and uses of Applied Biosystems’ short tandem repeat DNA identification products outside the scope of a 2006 license agreement. The plaintiff sought damages for alleged willful infringement, attorneys’ fees, costs, prejudgment interest, and injunctive relief. Although a jury initially found willful infringement and assessed damages at $52 million, the District Court subsequently overturned the verdict on the grounds that the plaintiff had failed to prove infringement. The District Court entered judgment in favor of Life Technologies; and plaintiffs and Life Technologies filed cross-appeals with the United States Court of Appeals for the Federal Circuit. The $52 million award was accrued by Life Technologies and the liability was assumed by the company as of the date of the acquisition. On December 15, 2014, the Court of Appeals issued a decision invalidating four of the plaintiffs’ patents, but finding infringement by Life Technologies of the remaining fifth patent. The Court of Appeals also ordered a new trial on damages in the District Court.
 
On December 27, 2011, Illumina Inc. filed a complaint against Life Technologies in the United States District Court for the Southern District of California alleging infringement of a patent relating to methods for making bead arrays by Ion Torrent’s semiconductor sequencing systems. Plaintiff seeks damages for alleged willful infringement, attorneys’ fees, costs, pre- and post-judgment interest, and injunctive relief.
 
On April 26, 2012, Esoterix Genetic Laboratories filed a complaint against Life Technologies in the United States District Court for the Middle District of North Carolina alleging infringement of patents relating to detection of subpopulations of cells with mutated sequences and multiplexed DNA amplification by Life Technologies’ OpenArray systems, next generation SOLiD sequencing system, and Ion Torrent semiconductor sequencing systems. Plaintiff seeks damages for alleged willful infringement, attorneys’ fees, costs, prejudgment interest, and injunctive relief.
 
 
21

 
THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 
On October 31, 2012, Esoterix Genetic Laboratories and The Johns Hopkins University filed a complaint against Life Technologies in the United States District Court for the Middle District of North Carolina alleging infringement of patents relating to methods of determining a ratio of genetic sequences in a population of genetic sequences and methods of determining allelic imbalances in a biological sample by Life Technologies’ OpenArray systems, next generation SOLiD sequencing system, and Ion Torrent semiconductor sequencing systems. Plaintiffs seek damages for alleged willful infringement, attorneys’ fees, costs, prejudgment interest, and injunctive relief.
 
On June 3, 2013, Unisone Strategic IP filed a complaint against Life Technologies in the United States District Court for the Southern District of California alleging patent infringement by Life Technologies’ supply chain management system software, which operates with product “supply centers” installed at customer sites. Plaintiff seeks damages for alleged willful infringement, attorneys’ fees, costs, and injunctive relief.
 
Note 11.          Comprehensive Income and Shareholders’ Equity
 
Comprehensive Income (Loss)
 
Comprehensive income (loss) 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.
 
    Changes in each component of accumulated other comprehensive items, net of tax are as follows:
                               
(In millions)
 
Currency
Translation
Adjustment
   
Unrealized
Gains
(Losses) on
Available-for-
Sale
Investments
   
Unrealized
Gains
(Losses) on
Hedging
Instruments
   
Pension and
Other
Postretirement
Benefit
Liability
Adjustment
   
Total
 
                               
Balance at December 31, 2014
  $ (1,070.6 )   $ 1.3     $ (20.9 )   $ (194.8 )   $ (1,285.0 )
Other comprehensive income (loss)
      before reclassifications
    (563.1 )     0.1       (8.0 )     6.6       (564.4 )
Amounts reclassified from
      accumulated other
      comprehensive items
                1.1       1.7       2.8  
                                         
     Net other comprehensive items
    (563.1 )     0.1       (6.9 )     8.3       (561.6 )
                                         
Balance at March 28, 2015
  $ (1,633.7 )   $ 1.4     $ (27.8 )   $ (186.5 )   $ (1,846.6 )
                                         
 
 
22

 
 
THERMO FISHER SCIENTIFIC INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 
    The amounts reclassified out of accumulated other comprehensive items are as follows:  
                   
       
Three Months Ended
 
   
Affected Line Item in the
March 28,
March 29,
 
(In millions)
 
 Statement of Income
 
2015
 
2014
 
                   
Amounts Reclassified From Accumulated Other
      Comprehensive Items