THERMO FISHER SCIENTIFIC INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
October 1,
|
|
(In millions)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
Net proceeds from issuance of debt
|
|
$
|
6,459.0
|
|
|
$
|
7,605.8
|
|
Repayment of debt
|
|
(2,551.7
|
)
|
|
(2,307.1
|
)
|
Net proceeds from issuance of commercial paper
|
|
6,030.2
|
|
|
5,628.0
|
|
Repayments of commercial paper
|
|
(5,809.1
|
)
|
|
(4,859.2
|
)
|
Purchases of company common stock
|
|
(750.0
|
)
|
|
(1,000.0
|
)
|
Dividends paid
|
|
(177.1
|
)
|
|
(179.2
|
)
|
Net proceeds from issuance of company common stock
|
|
1,690.3
|
|
|
—
|
|
Net proceeds from issuance of company common stock under employee stock plans
|
|
107.7
|
|
|
75.1
|
|
Other financing activities, net
|
|
(1.0
|
)
|
|
(13.6
|
)
|
|
|
|
|
|
Net cash provided by financing activities
|
|
4,998.3
|
|
|
4,949.8
|
|
|
|
|
|
|
Exchange Rate Effect on Cash
|
|
256.1
|
|
|
(40.7
|
)
|
|
|
|
|
|
(Decrease) Increase in Cash, Cash Equivalents and Restricted Cash
|
|
(52.7
|
)
|
|
1,533.9
|
|
Cash, Cash Equivalents and Restricted Cash at Beginning of Period
|
|
810.8
|
|
|
466.3
|
|
|
|
|
|
|
Cash, Cash Equivalents and Restricted Cash at End of Period
|
|
$
|
758.1
|
|
|
$
|
2,000.2
|
|
|
|
|
|
|
See Note 12 for supplemental cash flow information.
|
The accompanying notes are an integral part of these consolidated financial statements.
THERMO FISHER SCIENTIFIC INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Capital in Excess of Par Value
|
|
|
Retained Earnings
|
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Items
|
|
|
Total Shareholders' Equity
|
|
(In millions)
|
|
Shares
|
|
|
Amount
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015
|
|
411.9
|
|
|
$
|
411.9
|
|
|
$
|
11,801.2
|
|
|
$
|
12,142.3
|
|
|
12.3
|
|
|
$
|
(1,007.9
|
)
|
|
$
|
(1,997.3
|
)
|
|
$
|
21,350.2
|
|
Issuance of shares under employees' and directors' stock plans
|
|
3.1
|
|
|
3.1
|
|
|
139.7
|
|
|
—
|
|
|
0.3
|
|
|
(47.4
|
)
|
|
—
|
|
|
95.4
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
102.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102.0
|
|
Tax benefit related to employees' and directors' stock plans
|
|
—
|
|
|
—
|
|
|
54.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54.2
|
|
Purchases of company common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|
(1,000.0
|
)
|
|
—
|
|
|
(1,000.0
|
)
|
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178.1
|
)
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,392.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,392.3
|
|
Other comprehensive items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157.4
|
)
|
|
(157.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at October 1, 2016
|
|
415.0
|
|
|
$
|
415.0
|
|
|
$
|
12,097.1
|
|
|
$
|
13,356.5
|
|
|
19.9
|
|
|
$
|
(2,055.3
|
)
|
|
$
|
(2,154.7
|
)
|
|
$
|
21,658.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2016
|
|
415.1
|
|
|
$
|
415.1
|
|
|
$
|
12,139.6
|
|
|
$
|
13,926.9
|
|
|
21.7
|
|
|
$
|
(2,306.0
|
)
|
|
$
|
(2,636.3
|
)
|
|
$
|
21,539.3
|
|
Issuance of shares under employees' and directors' stock plans
|
|
2.8
|
|
|
2.8
|
|
|
173.3
|
|
|
—
|
|
|
0.3
|
|
|
(45.1
|
)
|
|
—
|
|
|
131.0
|
|
Issuance of shares
|
|
10.1
|
|
|
10.1
|
|
|
1,680.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,690.3
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
115.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115.9
|
|
Purchases of company common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|
(750.0
|
)
|
|
—
|
|
|
(750.0
|
)
|
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178.0
|
)
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,696.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,696.9
|
|
Other comprehensive items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
453.4
|
|
|
453.4
|
|
Other
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
428.0
|
|
|
$
|
428.0
|
|
|
$
|
14,112.0
|
|
|
$
|
15,445.8
|
|
|
27.0
|
|
|
$
|
(3,101.1
|
)
|
|
$
|
(2,182.9
|
)
|
|
$
|
24,701.8
|
|
The accompanying notes are an integral part of these consolidated financial statements.
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, academic and government, industrial and applied, as well as healthcare and diagnostics.
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 statement of the financial position at
September 30, 2017
, the results of operations for the
three- and nine-month periods ended
September 30, 2017
and
October 1, 2016
, and the cash flows for the
nine-month periods ended
September 30, 2017
and
October 1, 2016
. Interim results are not necessarily indicative of results for a full year.
The consolidated balance sheet presented as of
December 31, 2016
, 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 thereto of the company. The consolidated financial statements and notes included in this report should be read in conjunction with the
2016
financial statements and notes included in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on May 5, 2017.
Note 1 to the consolidated financial statements for
2016
describes the significant accounting estimates and policies used in preparation of the consolidated financial statements. Except for the accounting for tax benefits from stock-based compensation as noted below under the caption
Recent Accounting Pronouncements,
there have been no material changes in the company’s significant accounting policies during the
nine months ended September 30, 2017
.
Inventories
The components of inventories are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
(In millions)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
Raw Materials
|
|
$
|
732.6
|
|
|
$
|
466.3
|
|
Work in Process
|
|
532.3
|
|
|
327.9
|
|
Finished Goods
|
|
1,860.6
|
|
|
1,419.1
|
|
|
|
|
|
|
Inventories
|
|
$
|
3,125.5
|
|
|
$
|
2,213.3
|
|
Property, Plant and Equipment
Property, plant and equipment consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
(In millions)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
Land
|
|
$
|
395.1
|
|
|
$
|
305.6
|
|
Buildings and Improvements
|
|
1,622.1
|
|
|
1,154.2
|
|
Machinery, Equipment and Leasehold Improvements
|
|
4,068.5
|
|
|
2,955.7
|
|
|
|
|
|
|
Property, Plant and Equipment, at Cost
|
|
6,085.7
|
|
|
4,415.5
|
|
Less: Accumulated Depreciation and Amortization
|
|
2,154.1
|
|
|
1,837.7
|
|
|
|
|
|
|
Property, Plant and Equipment, Net
|
|
$
|
3,931.6
|
|
|
$
|
2,577.8
|
|
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Acquisition-related Intangible Assets
Acquisition-related intangible assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
Balance at December 31, 2016
|
(In millions)
|
|
Gross
|
|
|
Accumulated Amortization
|
|
|
Net
|
|
|
Gross
|
|
|
Accumulated Amortization
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Definite Lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
17,288.4
|
|
|
$
|
(5,614.4
|
)
|
|
$
|
11,674.0
|
|
|
$
|
13,167.3
|
|
|
$
|
(4,821.4
|
)
|
|
$
|
8,345.9
|
|
Product technology
|
|
5,999.6
|
|
|
(2,676.1
|
)
|
|
3,323.5
|
|
|
5,679.7
|
|
|
(2,204.2
|
)
|
|
3,475.5
|
|
Tradenames
|
|
1,531.5
|
|
|
(774.6
|
)
|
|
756.9
|
|
|
1,452.2
|
|
|
(646.0
|
)
|
|
806.2
|
|
Other
|
|
34.4
|
|
|
(34.3
|
)
|
|
0.1
|
|
|
33.0
|
|
|
(33.0
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,853.9
|
|
|
(9,099.4
|
)
|
|
15,754.5
|
|
|
20,332.2
|
|
|
(7,704.6
|
)
|
|
12,627.6
|
|
Indefinite Lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
Tradenames
|
|
1,234.8
|
|
|
—
|
|
|
1,234.8
|
|
|
1,234.8
|
|
|
—
|
|
|
1,234.8
|
|
In-process research and development
|
|
40.3
|
|
|
—
|
|
|
40.3
|
|
|
106.6
|
|
|
—
|
|
|
106.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,275.1
|
|
|
—
|
|
|
1,275.1
|
|
|
1,341.4
|
|
|
—
|
|
|
1,341.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related Intangible Assets
|
|
$
|
26,129.0
|
|
|
$
|
(9,099.4
|
)
|
|
$
|
17,029.6
|
|
|
$
|
21,673.6
|
|
|
$
|
(7,704.6
|
)
|
|
$
|
13,969.0
|
|
Warranty Obligations
The liability for warranties is included in other accrued expenses in the accompanying balance sheet.
The changes in the carrying amount of standard product warranty obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
October 1,
|
|
(In millions)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
Beginning Balance
|
|
$
|
77.9
|
|
|
$
|
55.8
|
|
Provision charged to income
|
|
76.5
|
|
|
68.6
|
|
Usage
|
|
(74.7
|
)
|
|
(64.5
|
)
|
Acquisitions
|
|
0.5
|
|
|
16.8
|
|
Adjustments to previously provided warranties, net
|
|
(2.3
|
)
|
|
(1.8
|
)
|
Currency translation
|
|
3.3
|
|
|
0.5
|
|
|
|
|
|
|
Ending Balance
|
|
$
|
81.2
|
|
|
$
|
75.4
|
|
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
13
). Actual results could differ from those estimates.
Recent Accounting Pronouncements
In August 2017, the FASB issued new guidance to simplify the application of hedge accounting guidance. Among other things, the new guidance will permit more hedging strategies to qualify for hedge accounting, allow for additional time to perform an initial assessment of a hedge’s effectiveness, and permit a qualitative effectiveness test for certain hedges after
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
initial qualification. The guidance is effective for the company in 2019. Early adoption is permitted. The company is currently evaluating the impact this guidance will have on its consolidated financial statements.
In March 2017, the FASB issued new guidance intended to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. The new guidance requires the service cost component of net periodic cost be reported in the same line item(s) as other employee compensation costs and all other components of the net periodic cost be reported in the income statement below operating income. The guidance is effective for the company in 2018. The adoption of this guidance is not expected to have a material impact on the company’s consolidated financial statements.
In January 2017, the FASB issued new guidance that eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, the new guidance will require entities to record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The guidance is effective for the company no later than 2020. The company plans to adopt this guidance early when it performs its annual goodwill impairment test in the fourth quarter of 2017. The adoption of this guidance is not expected to have a material impact on the company’s consolidated financial statements.
In January 2017, the FASB issued new guidance clarifying the definition of a business and providing criteria to determine when an integrated set of assets and activities is not defined as a business. The new guidance requires such integrated sets to be defined as an asset (and not a business) if substantially all of the fair value of the gross assets acquired or disposed is concentrated in a single identifiable asset or a group of similar identifiable assets. The guidance is effective for the company in 2018. The adoption of this guidance is not expected to have a material impact on the company’s consolidated financial statements.
In November 2016, the FASB issued new guidance intended to reduce diversity in practice in the classification and presentation of changes in restricted cash on the statement of cash flows. The company adopted this guidance on January 1, 2017 and applied the changes to the statement of cash flows retrospectively, as required. The table below summarizes the impact of adopting this and related guidance on the company’s consolidated statement of cash flows
for the
nine months ended October 1, 2016
.
In October 2016, the FASB issued new guidance eliminating the deferral of the tax effects of intra-entity asset transfers. The guidance is effective for the company in 2018. The impact of this guidance will be dependent on the extent of future asset transfers which usually occur in connection with planning around acquisitions and other business structuring activities.
In August 2016, the FASB issued new guidance intended to reduce diversity in practice in how certain transactions are classified on the statement of cash flows. The company adopted this guidance on January 1, 2017 and applied the changes to the statement of cash flows retrospectively, as required. The table below summarizes the impact of adopting this and related guidance on the company’s consolidated statement of cash flows
for the
nine months ended October 1, 2016
.
In March 2016, the FASB issued new guidance which affects the accounting for stock-based compensatio
n. The new guidance simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The company adopted this guidance on January 1, 2017 and applied the changes to the statement of cash flows retrospectively. The table below summarizes the impact of adopting this and related guidance on the company’s consolidated statement of cash flows. Adoption of this guidance decreased the company's tax provision in the first
nine
months
of 2017 by
$51 million
and increased diluted earnings per share for the same period by
$0.13
. The impact in future periods will be dependent upon changes in the company's stock price, the volume of employee stock option exercises and the timing of service- and performance-based restricted unit vesting.
The guidance issued in November 2016, August 2016 and the provisions of the guidance issued in March 2016 which affected classification on the statement of cash flows were applied retrospectively. As a result of adoption of this guidance, the accompanying statement of cash flows for the first
nine
months of 2016 reflect the following changes from previously reported amounts:
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
(In millions)
|
|
October 1, 2016
|
|
|
|
|
Increase in Net Cash Provided by Operating Activities
|
|
$
|
102.3
|
|
Decrease in Net Cash Used in Investing Activities
|
|
16.1
|
|
Decrease in Net Cash Provided by Financing Activities
|
|
(102.3
|
)
|
In February 2016, the FASB issued new guidance which requires lessees to record most leases on their balance sheets as lease liabilities, initially measured at the present value of the future lease payments, with corresponding right-of-use assets.
The new guidance also sets forth new disclosure requirements related to leases. The company plans to adopt the guidance in 2019 using a modified retrospective method. The company is currently evaluating the impact this guidance will have on its consolidated financial statements, however, assets and liabilities will increase upon adoption for right-of-use assets and lease liabilities. The company’s future commitments under lease obligations are summarized in Note 10
to the consolidated financial statements for
2016
included in the company’s Annual Report on Form 10-K, filed with the SEC.
In January 2016, the FASB issued new guidance which affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. This guidance retains the current accounting for classifying and measuring investments in debt securities and loans, but requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. The guidance also changes the accounting for investments without a readily determinable fair value and that do not qualify for the practical expedient permitted by the guidance to estimate fair value. A policy election can be made for these investments whereby estimated fair value may be measured at cost and adjusted in subsequent periods for any impairment or changes in observable prices of identical or similar investments. The guidance is effective for the company in 2018. The adoption of this guidance is not expected to have a material impact on the company’s consolidated financial statements.
In July 2015, the FASB issued new guidance which requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This guidance does not apply to inventory that is measured using last-in, first-out (LIFO). The guidance was effective for the company in 2017. Adoption of this guidance 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. During 2016, the FASB issued additional guidance and clarification. The guidance is currently effective for the company in 2018. The company will adopt this guidance through application of the modified retrospective method.
The company is continuing to evaluate the standard’s impact on its consolidated financial statements, including the impact on the recently acquired Patheon business, by finalizing operating site surveys, reviewing unique customer contract terms, and developing processes to manage the changes in the revenue recognition guidance and gather information for the required disclosures. The company expects this undertaking will be complete in the fourth quarter of 2017.
Applying the new guidance to the majority of the company’s revenue arrangements based on its most commonly used customer terms and conditions and routine sales transactions, which generally consist of a single performance obligation to transfer promised goods or services, is not expected to have a material impact to the company’s consolidated financial statements. While the timing of revenue recognition for some of the company’s other sales transactions will be affected by the new guidance, the impact is not expected to be material.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The company’s acquisitions have historically been made at prices above the determined fair value of the acquired identifiable net 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.
2017
On August 28, 2017, the company acquired, within the Laboratory Products and Services segment, substantially all of the issued and outstanding shares of Patheon N.V., a leading global provider of high-quality drug development and delivery solutions to the pharmaceutical and biopharma sectors, for
$35.00
per share in cash, or
$7.36 billion
, including the assumption
of net debt. The company financed the purchase price, including the repayment of indebtedness of Patheon, with issuances of debt and equity (Notes 8 and 10).
Patheon provides comprehensive, integrated and highly customizable solutions as well as the expertise to help biopharmaceutical companies of all sizes satisfy complex development and manufacturing needs. The acquisition provided entry into the contract development and manufacturing organization market and added a complementary service to the company's existing portfolio. Patheon's revenues totaled
$1.87 billion
for the year ended October 31, 2016.
The purchase price exceeded the fair market value of the identifiable net assets and, accordingly,
$3.17 billion
was allocated to goodwill,
none
of which is tax deductible.
On March 2, 2017, the company acquired, within the Analytical Instruments segment, Core Informatics, a North America-based provider of cloud-based platforms supporting scientific data management, for a total purchase price of
$94 million
, net of cash acquired. The acquisition enhanced the company's existing informatics solutions. Revenues of Core Informatics were approximately
$10 million
in 2016.
The purchase price exceeded the fair market value of the identifiable net assets and, accordingly,
$63 million
was allocated to goodwill,
$50 million
of which is tax deductible.
On February 14, 2017, the company acquired, within the Life Sciences Solutions segment, Finesse Solutions, Inc., a North America-based developer of scalable control automation systems and software for bioproduction, for a total purchase price of
$221 million
, net of cash acquired. The acquisition expanded the company's bioproduction offerings. Revenues of Finesse Solutions were approximately
$50 million
in 2016
. The purchase price exceeded the fair market value of the identifiable net assets and, accordingly,
$135 million
was allocated to goodwill,
none
of which is tax deductible.
In addition, in 2017 the company acquired, within the Specialty Diagnostics segment, a North America-based molecular diagnostics company offering qPCR tests to the transplant community, for an aggregate purchase price of
$43 million
.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The components of the purchase price and net assets acquired for 2017 acquisitions are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
Patheon
|
|
|
Core Informatics
|
|
|
Finesse Solutions
|
|
|
Other
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Price
|
|
|
|
|
|
|
|
|
|
|
Cash paid
|
|
$
|
6,861.1
|
|
|
$
|
94.6
|
|
|
$
|
223.1
|
|
|
$
|
45.6
|
|
|
$
|
7,224.4
|
|
Debt assumed
|
|
488.1
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
488.3
|
|
Fair value of contingent consideration
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|
3.1
|
|
|
12.2
|
|
Fair value of equity awards exchanged
|
|
6.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
Purchase price payable
|
|
49.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49.9
|
|
Cash acquired
|
|
(47.5
|
)
|
|
(10.1
|
)
|
|
(2.1
|
)
|
|
(6.0
|
)
|
|
(65.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,357.7
|
|
|
$
|
93.6
|
|
|
$
|
221.0
|
|
|
$
|
42.9
|
|
|
$
|
7,715.2
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Acquired
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
1,060.3
|
|
|
$
|
2.0
|
|
|
$
|
18.0
|
|
|
$
|
4.3
|
|
|
$
|
1,084.6
|
|
Property, plant and equipment
|
|
1,306.9
|
|
|
0.2
|
|
|
1.6
|
|
|
0.7
|
|
|
1,309.4
|
|
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
3,607.0
|
|
|
6.3
|
|
|
67.7
|
|
|
15.1
|
|
|
3,696.1
|
|
Product technology
|
|
—
|
|
|
29.1
|
|
|
32.0
|
|
|
5.0
|
|
|
66.1
|
|
Tradenames and other
|
|
109.6
|
|
|
2.7
|
|
|
2.2
|
|
|
—
|
|
|
114.5
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
In-process research and development
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
Goodwill
|
|
3,168.9
|
|
|
62.5
|
|
|
134.7
|
|
|
27.2
|
|
|
3,393.3
|
|
Other assets
|
|
58.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58.8
|
|
Deferred tax liabilities
|
|
(1,029.7
|
)
|
|
(3.7
|
)
|
|
(22.3
|
)
|
|
(7.7
|
)
|
|
(1,063.4
|
)
|
Other liabilities assumed
|
|
(924.1
|
)
|
|
(5.5
|
)
|
|
(14.5
|
)
|
|
(1.7
|
)
|
|
(945.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,357.7
|
|
|
$
|
93.6
|
|
|
$
|
221.0
|
|
|
$
|
42.9
|
|
|
$
|
7,715.2
|
|
T
he weighted-average amortization periods for definite-lived intangible assets acquired in 2017 are
17 years
for customer relationships,
10 years
for product technology and
4 years
for tradenames and other. The weighted average amortization period for all definite-lived intangible assets acquired in 2017 is
16 years
.
The preliminary allocation of the purchase price for Patheon was based on estimates of the fair value of the net assets acquired and is subject to adjustment upon finalization of the valuation of the acquired intangible assets, property, plant and equipment and the related deferred taxes. Measurements of these items inherently require significant estimates and assumptions.
Unaudited Pro Forma Information
The following unaudited pro forma information provides the effect of the company's acquisition of Patheon as if the acquisition had occurred on January 1, 2016, and the effects of the company's 2016 acquisitions of FEI Company and Affymetrix, Inc. as if the acquisitions had occurred on January 1, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
October 1,
|
|
|
September 30,
|
|
|
October 1,
|
|
(In millions except per share amounts)
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
5,392.9
|
|
|
$
|
5,113.1
|
|
|
$
|
16,075.9
|
|
|
$
|
15,379.4
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
522.0
|
|
|
$
|
446.6
|
|
|
$
|
1,671.1
|
|
|
$
|
1,133.4
|
|
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The historical consolidated financial information of the company, Patheon, FEI, and Affymetrix has been adjusted in the pro forma information to give effect to pro forma events that are directly attributable to the acquisitions and related financing arrangements, are expected to have a continuing impact on the company, and are factually supportable.
To reflect the acquisition of Patheon as if it had occurred on January 1, 2016, the unaudited pro forma results include adjustments to reflect, among other things, the incremental intangible asset amortization to be incurred based on the preliminary values of each identifiable intangible asset and the interest expense from debt financing obtained to partially fund the cash consideration transferred. Pro forma adjustments were tax effected at the company's historical statutory rates in effect for the respective periods. The unaudited pro forma amounts are not necessarily indicative of the combined results of operations that would have been realized had the acquisition of Patheon and related financing occurred on January 1, 2016, nor are they meant to be indicative of any anticipated combined results of operations that the company will experience after the transaction. In addition, the amounts do not include any adjustments for actions that may be taken following the completion of the transaction, such as expected cost savings, operating synergies, or revenue enhancements that may be realized subsequent to the transaction.
Pro forma net income for the nine months ended September 30, 2017, excludes certain items associated with the Patheon acquisition that were included in the determination of net income for that period. These items have been included in the determination of pro forma net income for the nine months ended October 1, 2016 and are as follows:
$42 million
of direct transaction costs,
$33 million
of accounting policy conformity adjustments,
$18 million
of initial restructuring costs,
$18 million
reduction of revenues for revaluing the deferred revenue obligations to fair value, and
$15 million
of expense related to the fair value adjustment to acquisition-date inventories.
The company’s results would not have been materially different from its pro forma results had the company’s other 2016 or 2017 acquisitions occurred at the beginning of 2015 or 2016, respectively.
Revenues of Patheon in 2017, subsequent to the date of acquisition, were
$190 million
. Operating losses for the same period totaled
$53 million
, primarily due to acquisition-related charges and restructuring charges related to synergy planning.
Revenues and operating income of the FEI acquisition in the first
nine
months of
2017
were
$928 million
and
$71 million
, respectively. Operating results include significant acquisition-related and restructuring costs related to synergy planning.
|
|
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 for customers in research, academic and government settings. The segment also includes a comprehensive offering of outsourced services used by the pharmaceutical and biotech industries for drug development, clinical trials logistics and commercial drug manufacturing.
In January 2017, in connection with a change in management responsibility for certain product lines, the company transferred its plastics for cell culture and vaccines/biologics; sample preparation and analysis; and production chemicals product lines to the Life Sciences Solutions segment from the Laboratory Products and Services segment and transferred its biochemical product line from the Life Sciences Solutions segment to the Laboratory Products and Services segment. These moves are consistent with the company’s historical practice of moving a product line between segments when a shift in strategic focus of either the product line or a segment more closely aligns the product line with a segment different than that in which it had previously been reported. Prior period segment information has been reclassified to reflect these transfers.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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 as well as from significant litigation-related matters; and amortization of acquisition-related intangible assets. The company uses this measure because it helps management understand and evaluate the segments’ core operating results and facilitates comparison of performance for determining compensation.
Business Segment Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
October 1,
|
|
|
September 30,
|
|
|
October 1,
|
|
(In millions)
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
Life Sciences Solutions
|
|
$
|
1,382.0
|
|
|
$
|
1,312.3
|
|
|
$
|
4,150.1
|
|
|
$
|
3,897.9
|
|
Analytical Instruments
|
|
1,189.6
|
|
|
898.0
|
|
|
3,407.4
|
|
|
2,451.2
|
|
Specialty Diagnostics
|
|
843.7
|
|
|
798.9
|
|
|
2,571.9
|
|
|
2,504.8
|
|
Laboratory Products and Services
|
|
1,933.0
|
|
|
1,674.5
|
|
|
5,424.5
|
|
|
5,043.0
|
|
Eliminations
|
|
(232.1
|
)
|
|
(192.8
|
)
|
|
(682.7
|
)
|
|
(576.0
|
)
|
|
|
|
|
|
|
|
|
|
Consolidated revenues
|
|
5,116.2
|
|
|
4,490.9
|
|
|
14,871.2
|
|
|
13,320.9
|
|
|
|
|
|
|
|
|
|
|
Segment Income (a)
|
|
|
|
|
|
|
|
|
Life Sciences Solutions
|
|
453.0
|
|
|
387.9
|
|
|
1,335.0
|
|
|
1,128.8
|
|
Analytical Instruments
|
|
256.6
|
|
|
190.1
|
|
|
681.0
|
|
|
446.7
|
|
Specialty Diagnostics
|
|
218.8
|
|
|
214.4
|
|
|
687.7
|
|
|
682.4
|
|
Laboratory Products and Services
|
|
243.4
|
|
|
240.1
|
|
|
706.3
|
|
|
736.8
|
|
|
|
|
|
|
|
|
|
|
Subtotal reportable segments (a)
|
|
1,171.8
|
|
|
1,032.5
|
|
|
3,410.0
|
|
|
2,994.7
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues charges
|
|
(45.1
|
)
|
|
(32.4
|
)
|
|
(76.7
|
)
|
|
(60.4
|
)
|
Selling, general and administrative charges, net
|
|
(36.4
|
)
|
|
(62.5
|
)
|
|
(74.7
|
)
|
|
(95.2
|
)
|
Restructuring and other costs, net
|
|
(49.1
|
)
|
|
(54.9
|
)
|
|
(95.1
|
)
|
|
(140.9
|
)
|
Amortization of acquisition-related intangible assets
|
|
(405.0
|
)
|
|
(341.6
|
)
|
|
(1,153.4
|
)
|
|
(1,001.6
|
)
|
|
|
|
|
|
|
|
|
|
Consolidated operating income
|
|
636.2
|
|
|
541.1
|
|
|
2,010.1
|
|
|
1,696.6
|
|
Other expense, net (b)
|
|
(155.6
|
)
|
|
(113.2
|
)
|
|
(401.0
|
)
|
|
(324.6
|
)
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
$
|
480.6
|
|
|
$
|
427.9
|
|
|
$
|
1,609.1
|
|
|
$
|
1,372.0
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
Life Sciences Solutions
|
|
$
|
31.7
|
|
|
$
|
34.4
|
|
|
$
|
96.9
|
|
|
$
|
109.0
|
|
Analytical Instruments
|
|
17.4
|
|
|
11.4
|
|
|
51.5
|
|
|
30.9
|
|
Specialty Diagnostics
|
|
18.5
|
|
|
17.3
|
|
|
53.8
|
|
|
53.5
|
|
Laboratory Products and Services
|
|
44.2
|
|
|
28.3
|
|
|
103.9
|
|
|
89.2
|
|
|
|
|
|
|
|
|
|
|
Consolidated depreciation
|
|
$
|
111.8
|
|
|
$
|
91.4
|
|
|
$
|
306.1
|
|
|
$
|
282.6
|
|
|
|
(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.
|
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
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
October 1,
|
|
|
September 30,
|
|
|
October 1,
|
|
(In millions)
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Interest Income
|
|
$
|
24.4
|
|
|
$
|
10.4
|
|
|
$
|
60.7
|
|
|
$
|
34.4
|
|
Interest Expense
|
|
(156.7
|
)
|
|
(113.3
|
)
|
|
(425.7
|
)
|
|
(338.3
|
)
|
Other Items, Net
|
|
(23.3
|
)
|
|
(10.3
|
)
|
|
(36.0
|
)
|
|
(20.7
|
)
|
|
|
|
|
|
|
|
|
|
Other Expense, Net
|
|
$
|
(155.6
|
)
|
|
$
|
(113.2
|
)
|
|
$
|
(401.0
|
)
|
|
$
|
(324.6
|
)
|
In the first nine months of 2017, other items, net includes
$32 million
of charges related to amortization of fees paid to obtain bridge financing commitments related to the Patheon acquisition (Note
2
) and
$4 million
of losses on the early extinguishment of debt, offset in part by
$6 million
of gains on investments.
In the first nine months of 2016, other items, net includes
$22 million
of charges related to amortization of fees paid to obtain bridge financing commitments for the acquisition of FEI and
$7 million
of losses on the early extinguishment of debt, offset in part by
$4 million
of gains on investments.
|
|
Note
5
.
|
Stock-based Compensation Expense
|
The components of stock-based compensation expense are primarily included in selling, general and administrative expenses and are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
October 1,
|
|
|
September 30,
|
|
|
October 1,
|
|
(In millions)
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Stock Option Awards
|
|
$
|
18.1
|
|
|
$
|
10.4
|
|
|
$
|
39.5
|
|
|
$
|
31.0
|
|
Restricted Unit Awards
|
|
26.6
|
|
|
24.5
|
|
|
76.4
|
|
|
71.0
|
|
|
|
|
|
|
|
|
|
|
Total Stock-based Compensation Expense
|
|
$
|
44.7
|
|
|
$
|
34.9
|
|
|
$
|
115.9
|
|
|
$
|
102.0
|
|
During the first
nine
months of
2017
, the company made equity compensation grants to employees consisting of
0.8 million
service- and performance-based restricted stock units and options to purchase
2.5 million
shares.
As a result of the acquisition of Patheon (Note
2
), unvested Patheon restricted stock units were converted into
0.2 million
of company restricted stock units and unvested options to purchase shares of Patheon common stock were converted into options to purchase
0.3 million
shares of company common stock. These awards had an aggregate fair value at the date of the acquisition of
$61 million
, of which
$6 million
was recorded as part of the acquisition consideration and the remainder will be recorded as compensation cost over the requisite service periods.
As of
September 30, 2017
, there was
$114 million
of total unrecognized compensation cost related to unvested stock options. The cost is expected to be recognized through
2021
with a weighted average amortization period of
2.7 years
.
As of
September 30, 2017
, there was
$174 million
of total unrecognized compensation cost related to unvested restricted stock unit awards. The cost is expected to be recognized through
2021
with a weighted average amortization period of
2.2 years
.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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:
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
October 1,
|
|
(In millions)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
Provision for Income Taxes at Statutory Rate
|
|
$
|
563.2
|
|
|
$
|
480.2
|
|
|
|
|
|
|
Increases (Decreases) Resulting From:
|
|
|
|
|
Foreign rate differential
|
|
(287.0
|
)
|
|
(189.7
|
)
|
Foreign exchange loss on inter-company debt refinancing
|
|
(236.8
|
)
|
|
—
|
|
Income tax credits
|
|
(100.5
|
)
|
|
(233.6
|
)
|
Manufacturing deduction
|
|
(5.7
|
)
|
|
(25.5
|
)
|
Withholding taxes
|
|
48.7
|
|
|
—
|
|
Singapore tax holiday
|
|
(16.7
|
)
|
|
(14.0
|
)
|
Impact of change in tax laws and apportionment on deferred taxes
|
|
(60.1
|
)
|
|
0.3
|
|
Nondeductible expenses
|
|
9.1
|
|
|
6.3
|
|
Provision of tax reserves, net
|
|
12.5
|
|
|
—
|
|
Excess tax benefits from stock options and restricted stock units
|
|
(50.7
|
)
|
|
—
|
|
Tax return reassessments and settlements
|
|
4.8
|
|
|
(41.0
|
)
|
Valuation allowance
|
|
49.8
|
|
|
—
|
|
State income taxes, net of federal tax
|
|
(14.5
|
)
|
|
(6.3
|
)
|
Other, net
|
|
(4.5
|
)
|
|
2.7
|
|
|
|
|
|
|
Benefit from income taxes
|
|
$
|
(88.4
|
)
|
|
$
|
(20.6
|
)
|
The company has operations and a taxable presence in approximately 50 countries outside the U.S. All of these countries except one have a lower tax rate than the U.S. The countries in which the company has a material presence that have significantly lower tax rates than the U.S. include Germany, the Netherlands, Singapore, Sweden, Switzerland and the United Kingdom. The company’s ability to obtain a benefit from lower tax rates outside the U.S. is dependent on its relative levels of income in countries outside the U.S. and on the statutory tax rates in those countries.
In the third quarter of 2017 the company refinanced certain long term inter-company debt which resulted in an income tax benefit of
$237 million
related to a foreign exchange loss recognized for income tax purposes. As a result of this foreign exchange loss, the company has reduced its forecasted benefit from foreign tax credits by
$100 million
as this loss reduces expected U.S. taxes that these credits would have offset for 2017.
In 2017, the company continued to implement tax planning initiatives related to non U.S. subsidiaries. The company implemented foreign tax credit planning in Sweden which resulted in
$20 million
of foreign tax credits, with no related incremental U.S. income tax expense.
The company receives a tax deduction upon exercise of non-qualified stock options by employees, or the vesting of restricted stock units held by employees, for the difference between the exercise price and the market price of the underlying common stock on the date of exercise. Prior to 2017, the amount of the tax deduction in excess of compensation cost recognized was allocated to capital in excess of par value. Beginning in 2017, these excess tax benefits reduce the tax provision as described in Note
1
. In the first
nine
months of
2017
, the company's tax provision was reduced by
$51 million
of such benefits.
The company has significant activities in Singapore and has received considerable tax incentives. The local taxing authority granted the company pioneer company status which provides an incentive encouraging companies to undertake activities that have the effect of promoting economic or technological development in Singapore. This incentive equates to a tax exemption on earnings associated with most of the company’s manufacturing activities in Singapore and continues through
December 31, 2026
. In
2017
and
2016
, the impact of this tax holiday decreased the annual effective tax rates by
1.0
percentage
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
point and
1.0
percentage point, respectively, and increased diluted earnings per share by approximately
$0.04
and
$0.04
, respectively. In connection with the March 2017 extension of this agreement until 2026, the company recorded a benefit in Q1 2017 of approximately
$65 million
(
$0.16
per diluted share) for the effect on deferred tax balances of the extended tax holiday.
The company’s unrecognized tax benefits increased to
$866 million
at
September 30, 2017
, from
$802 million
at
December 31, 2016
. Increases of
$43 million
, as a result of a prior year foreign exchange loss recognized on the refinancing of certain long term inter-company debt, and
$15 million
, due to the acquisition of Patheon, were offset in part by a decrease of
$12 million
as a result of an adjustment to a prior year amended tax filing.
|
|
Note
7
.
|
Earnings per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
October 1,
|
|
|
September 30,
|
|
|
October 1,
|
|
(In millions except per share amounts)
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Income from Continuing Operations
|
|
$
|
533.9
|
|
|
$
|
473.5
|
|
|
$
|
1,697.5
|
|
|
$
|
1,392.6
|
|
Loss from Discontinued Operations
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
533.9
|
|
|
$
|
473.5
|
|
|
$
|
1,696.9
|
|
|
$
|
1,392.3
|
|
|
|
|
|
|
|
|
|
|
Basic Weighted Average Shares
|
|
396.2
|
|
|
394.7
|
|
|
392.4
|
|
|
394.8
|
|
Plus Effect of:
|
|
|
|
|
|
|
|
|
Stock options and restricted units
|
|
3.4
|
|
|
2.7
|
|
|
3.2
|
|
|
2.8
|
|
|
|
|
|
|
|
|
|
|
Diluted Weighted Average Shares
|
|
399.6
|
|
|
397.4
|
|
|
395.6
|
|
|
397.6
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings per Share:
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
1.35
|
|
|
$
|
1.20
|
|
|
$
|
4.33
|
|
|
$
|
3.53
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings per Share
|
|
$
|
1.35
|
|
|
$
|
1.20
|
|
|
$
|
4.32
|
|
|
$
|
3.53
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per Share:
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
1.34
|
|
|
$
|
1.19
|
|
|
$
|
4.29
|
|
|
$
|
3.50
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per Share
|
|
$
|
1.34
|
|
|
$
|
1.19
|
|
|
$
|
4.29
|
|
|
$
|
3.50
|
|
Options to purchase
2.1 million
,
0.1 million
,
2.2 million
and
1.8 million
shares of common stock were not included in the computation of diluted earnings per share for the
third
quarter of
2017
and
2016
and the first
nine
months of
2017
and
2016
, respectively, because their effect would have been antidilutive.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
|
|
Note
8
.
|
Debt and Other Financing Arrangements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective Interest Rate at September 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
(Dollars in millions)
|
|
2017
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
Commercial Paper
|
|
(0.20
|
)%
|
|
$
|
1,299.5
|
|
|
$
|
953.3
|
|
Term Loan
|
|
2.32
|
%
|
|
750.0
|
|
|
825.0
|
|
1.85% 5-Year Senior Notes, Due 1/15/2018
|
|
|
|
|
—
|
|
|
500.0
|
|
Floating Rate 2-Year Senior Notes, Due 8/9/2018 (euro-denominated)
|
|
0.37
|
%
|
|
708.8
|
|
|
631.0
|
|
2.15% 3-Year Senior Notes, Due 12/14/2018
|
|
2.35
|
%
|
|
450.0
|
|
|
450.0
|
|
2.40% 5-Year Senior Notes, Due 2/1/2019
|
|
2.59
|
%
|
|
900.0
|
|
|
900.0
|
|
Floating Rate 2-Year Senior Notes, Due 7/24/2019 (euro-denominated)
|
|
0.09
|
%
|
|
590.7
|
|
|
—
|
|
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
|
|
4.23
|
%
|
|
300.0
|
|
|
300.0
|
|
1.50% 5-Year Senior Notes, Due 12/1/2020 (euro-denominated)
|
|
1.62
|
%
|
|
502.1
|
|
|
447.0
|
|
5.00% 10-Year Senior Notes, Due 1/15/2021
|
|
3.24
|
%
|
|
400.0
|
|
|
400.0
|
|
4.50% 10-Year Senior Notes, Due 3/1/2021
|
|
4.97
|
%
|
|
1,000.0
|
|
|
1,000.0
|
|
3.60% 10-Year Senior Notes, Due 8/15/2021
|
|
4.68
|
%
|
|
1,100.0
|
|
|
1,100.0
|
|
3.30% 7-Year Senior Notes, Due 2/15/2022
|
|
3.43
|
%
|
|
800.0
|
|
|
800.0
|
|
2.15% 7-Year Senior Notes, Due 7/21/2022 (euro-denominated)
|
|
2.28
|
%
|
|
590.7
|
|
|
525.9
|
|
3.15% 10-Year Senior Notes, Due 1/15/2023
|
|
3.30
|
%
|
|
800.0
|
|
|
800.0
|
|
3.00% 7-Year Senior Notes, Due 4/15/2023
|
|
4.90
|
%
|
|
1,000.0
|
|
|
1,000.0
|
|
4.15% 10-Year Senior Notes, Due 2/1/2024
|
|
4.16
|
%
|
|
1,000.0
|
|
|
1,000.0
|
|
0.75% 8-Year Senior Notes, Due 9/12/2024 (euro-denominated)
|
|
0.94
|
%
|
|
1,181.4
|
|
|
1,051.7
|
|
2.00% 10-Year Senior Notes, Due 4/15/2025 (euro-denominated)
|
|
2.10
|
%
|
|
756.1
|
|
|
673.1
|
|
3.65% 10-Year Senior Notes, Due 12/15/2025
|
|
3.77
|
%
|
|
350.0
|
|
|
350.0
|
|
1.40% 8.5-Year Senior Notes, Due 1/23/2026 (euro-denominated)
|
|
1.53
|
%
|
|
827.0
|
|
|
—
|
|
2.95% 10-Year Senior Notes, Due 9/19/2026
|
|
3.19
|
%
|
|
1,200.0
|
|
|
1,200.0
|
|
1.45% 10-Year Senior Notes, Due 3/16/2027 (euro-denominated)
|
|
1.66
|
%
|
|
590.7
|
|
|
—
|
|
3.20% 10-Year Senior Notes, Due 8/15/2027
|
|
3.38
|
%
|
|
750.0
|
|
|
—
|
|
1.375% 12-Year Senior Notes, Due 9/12/2028 (euro-denominated)
|
|
1.46
|
%
|
|
708.8
|
|
|
631.0
|
|
1.95% 12-Year Senior Notes, Due 7/24/2029 (euro-denominated)
|
|
2.08
|
%
|
|
827.0
|
|
|
—
|
|
2.875% 20-Year Senior Notes, Due 7/24/2037 (euro-denominated)
|
|
2.94
|
%
|
|
827.0
|
|
|
—
|
|
5.30% 30-Year Senior Notes, Due 2/1/2044
|
|
5.37
|
%
|
|
400.0
|
|
|
400.0
|
|
4.10% 30-Year Senior Notes, Due 8/15/2047
|
|
4.23
|
%
|
|
750.0
|
|
|
—
|
|
Other
|
|
|
|
21.2
|
|
|
13.0
|
|
|
|
|
|
|
|
|
Total Borrowings at Par Value
|
|
|
|
22,131.0
|
|
|
16,701.0
|
|
Fair Value Hedge Accounting Adjustments
|
|
|
|
(43.2
|
)
|
|
(49.3
|
)
|
Unamortized Premium, Net
|
|
|
|
3.3
|
|
|
52.2
|
|
Unamortized Debt Issuance Costs
|
|
|
|
(98.4
|
)
|
|
(76.0
|
)
|
|
|
|
|
|
|
|
Total Borrowings at Carrying Value
|
|
|
|
21,992.7
|
|
|
16,627.9
|
|
Less: Short-term Obligations and Current Maturities
|
|
|
|
2,762.3
|
|
|
1,255.5
|
|
|
|
|
|
|
|
|
Long-term Obligations
|
|
|
|
$
|
19,230.4
|
|
|
$
|
15,372.4
|
|
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, the amortization of any debt issuance costs and, if applicable, adjustments related to hedging.
See Note
11
for fair value information pertaining to the company’s long-term obligations.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Credit Facilities
The company has a revolving credit facility with a bank group that provides for up to
$2.50 billion
of unsecured multi-currency revolving credit. The facility expires in
July 2021
. The agreement calls for interest at either a LIBOR-based rate, a EURIBOR-based rate (for funds drawn in Euro) 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 covenants in our revolving credit facility (the Facility) include a Consolidated Leverage Ratio (total debt-to-Consolidated EBITDA) and a Consolidated Interest Coverage ratio (Consolidated EBITDA to Consolidated Interest Expense), as such terms are defined in the Facility. Specifically, the company has agreed that, so long as any lender has any commitment under the Facility, any letter of credit is outstanding under the Facility, or any loan or other obligation is outstanding under the Facility, it will maintain a maximum Consolidated Leverage Ratio of
4.5
:1.0 for the third and fourth quarter of 2017, with such maximum ratio stepping down to
4.0
:1.0 for the first and second quarters of 2018 and then stepping down to
3.5
:1.0 for the third quarter of 2018 and thereafter. The company has also agreed that so long as any lender has any commitment under the Facility or any letter of credit is outstanding under the Facility, or any loan or other obligation is outstanding under the Facility, it will maintain a minimum Consolidated Interest Coverage Ratio of
3.0
:1.0 as of the last day of any fiscal quarter.
As of
September 30, 2017
,
no
borrowings were outstanding under the facility, although available capacity was reduced by approximately
$73 million
as a result of outstanding letters of credit.
Commercial Paper Programs
The company has commercial paper programs pursuant to which it may issue and sell unsecured, short-term promissory notes (CP Notes). Under the U.S. program, a) maturities may not exceed
397 days
from the date of issue and b) the 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. Under the euro program, maturities may not exceed
183 days
and may be denominated in euro, U.S. dollars, Japanese yen, British pounds sterling, Swiss franc, Canadian dollars or other currencies. Under both programs, the CP Notes are issued at a discount from par (or premium to par, in the case of negative interest rates), or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis.
As of
September 30, 2017
, outstanding borrowings under these programs were
$1.30 billion
, with a weighted average remaining period to maturity of
41 days
and are classified as short-term obligations in the accompanying balance sheet.
Term Loan
In connection with the acquisition of Patheon (Note
2
), the company entered into a
$1.50 billion
364-day unsecured term loan facility. 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 are consistent with those in the revolving credit facility described above.
Senior Notes
Interest on the floating rate senior notes is payable quarterly. Interest is payable annually on the other euro-denominated senior notes and semi-annually on all other senior notes.
Each of the notes may be redeemed 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.
Thermo Fisher Scientific (Finance I) B.V., a wholly-owned finance subsidiary of the company issued the Floating Rate Senior Notes due 2018 included in the table above. This subsidiary has no independent function other than financing activities. The Floating Rate Senior Notes due 2018 are fully and unconditionally guaranteed by the company and no other subsidiaries of the company have guaranteed the obligations.
During the third quarter of 2017, the company issued the Floating Rate Senior Notes due 2019, the 1.40% Senior Notes due 2026, the 3.20% Senior Notes due 2027, the 1.95% Senior Notes due 2029, the 2.875% Senior Notes due 2037 and the 4.10% Senior Notes due 2047, included in the table above. The proceeds from these issuances, along with the proceeds of the term loan described above and the stock issuance described in Note
10
, were used to fund the acquisition of Patheon (Note
2
).
Interest Rate Swap Arrangements
The company has entered into LIBOR-based interest rate swap arrangements with various banks on several of its outstanding senior notes. The aggregate amounts of the swaps are equal to the principal amounts of the notes and the payment
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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 and receive a fixed rate. The variable interest rates reset monthly. The swaps have been accounted for as fair value hedges of the notes. See Note
11
for additional information. The following table summarizes the outstanding interest rate swap arrangements on the company's senior notes at
September 30, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Notional Amount
|
|
|
|
|
Pay Rate as of
|
|
|
|
(Dollars in millions)
|
|
|
Pay Rate
|
|
September 30,
2017
|
|
|
Receive Rate
|
|
|
|
|
|
|
|
|
|
|
4.50% Senior Notes due 2021
|
|
1,000.0
|
|
|
1-month LIBOR + 3.4420%
|
|
4.6792
|
%
|
|
4.50
|
%
|
3.60% Senior Notes due 2021
|
|
1,100.0
|
|
|
1-month LIBOR + 2.5150%
|
|
3.7494
|
%
|
|
3.60
|
%
|
3.00% Senior Notes due 2023
|
|
1,000.0
|
|
|
1-month LIBOR + 1.7640%
|
|
2.9984
|
%
|
|
3.00
|
%
|
|
|
Note
9
.
|
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
September 30, 2017
, the company’s total environmental liability was approximately
$46 million
.
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 including matters involving product liability, intellectual property, employment and commercial 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, nor, with respect to certain pending litigation or claims where no liability has been accrued, 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 below
or in the company's
2016
financial statements and notes included in the company's Current Report on 8-K filed with the SEC on May 5, 2017,
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.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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.
Intellectual Property Matters
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
$49 million
. Prejudgment interest of
$12 million
was also granted. The
$61 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 February 2016, the District Court granted the company’s motion for summary judgment of non-infringement and entered judgment in its favor. Enzo appealed that decision to the Federal Circuit in March 2016. In August 2017, the Federal Circuit affirmed the District Court’s judgment that the company’s products at issue in the litigation do not infringe Enzo’s patent. Enzo may seek rehearing at the Federal Circuit or petition to the United States Supreme Court. The company has maintained the
$61 million
accrual, pending appeals.
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. Life Technologies' petition to the U.S. Supreme Court seeking review of the Court of Appeals’ judgment was granted on June 27, 2016, and the case was stayed in the District Court pending the outcome of the Supreme Court’s review. On February 22, 2017, the Supreme Court issued a decision reversing the Court of Appeals’ judgment and remanding the case to the Court of Appeals for further proceedings in view of the Supreme Court’s legal interpretation of the patent law statute in question. The company has maintained the
$52 million
accrual, pending conclusion of this matter.
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. On August 24, 2017, Unisone filed an appeal from a decision by the Patent Trial and Appeal Board that found the challenged patent claims invalid.
Commercial Matters
On May 5, 2015, and February 12, 2016, the Academy of Allergy & Asthma in Primary Care and United Biologics, LLC d/b/a United Allergy Services, a provider of on-site services to physicians in the delivery of testing and treatment of allergies, filed a complaint against Phadia U.S. Inc. (a subsidiary of the company) and Thermo Fisher Scientific Inc., respectively, in the United States District Court for the Western District of Texas. The plaintiffs allege various claims of anticompetitive activities in violation of antitrust laws, tortious interference with contracts and existing and prospective business relations, and civil
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
conspiracy. The plaintiffs seek damages, attorneys’ fees, costs, and injunctive relief. The case is scheduled for trial on March 5, 2018.
|
|
Note
10
.
|
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 on
Available-for-
Sale
Investments
|
|
|
Unrealized
Losses on
Hedging
Instruments
|
|
|
Pension and
Other
Postretirement
Benefit
Liability
Adjustment
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2016
|
|
$
|
(2,343.4
|
)
|
|
$
|
0.9
|
|
|
$
|
(57.1
|
)
|
|
$
|
(236.7
|
)
|
|
$
|
(2,636.3
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
452.3
|
|
|
0.6
|
|
|
—
|
|
|
(11.3
|
)
|
|
441.6
|
|
Amounts reclassified from accumulated other comprehensive items
|
|
—
|
|
|
(1.0
|
)
|
|
5.6
|
|
|
7.2
|
|
|
11.8
|
|
|
|
|
|
|
|
|
|
|
|
|
Net other comprehensive items
|
|
452.3
|
|
|
(0.4
|
)
|
|
5.6
|
|
|
(4.1
|
)
|
|
453.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
(1,891.1
|
)
|
|
$
|
0.5
|
|
|
$
|
(51.5
|
)
|
|
$
|
(240.8
|
)
|
|
$
|
(2,182.9
|
)
|
Shareholders' Equity
On August 11, 2017, the company sold
10.1 million
shares of its common stock at
$171.00
per share, before the underwriting discount and offering expenses. The company used the net proceeds, along with the proceeds from debt issuances (Note
8
), to fund the acquisition of Patheon (Note
2
).
|
|
Note
11
.
|
Fair Value Measurements and Fair Value of Financial Instruments
|
Fair Value Measurements
The company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during
2017
. The company’s financial assets and liabilities carried at fair value are primarily comprised of insurance contracts, investments in money market funds, derivative contracts, mutual funds holding publicly traded securities and other investments in unit trusts held as assets to satisfy outstanding deferred compensation and retirement liabilities; and acquisition-related contingent consideration.
The fair value accounting guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities that the company has the ability to access.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data such as quoted prices, interest rates and yield curves.
Level 3: Inputs are unobservable data points that are not corroborated by market data.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following tables present information about the company’s financial assets and liabilities measured at fair value on a recurring basis as of
September 30, 2017
and
December 31, 2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
Quoted
Prices in
Active
Markets
|
|
|
Significant
Other
Observable
Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
(In millions)
|
|
2017
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
80.2
|
|
|
$
|
80.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Bank time deposits
|
|
2.0
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
Investments in mutual funds and other similar instruments
|
|
13.9
|
|
|
13.9
|
|
|
—
|
|
|
—
|
|
Warrants
|
|
4.3
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
Insurance contracts
|
|
114.7
|
|
|
—
|
|
|
114.7
|
|
|
—
|
|
Derivative contracts
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
222.4
|
|
|
$
|
96.1
|
|
|
$
|
126.3
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Derivative contracts
|
|
$
|
121.0
|
|
|
$
|
—
|
|
|
$
|
121.0
|
|
|
$
|
—
|
|
Contingent consideration
|
|
42.8
|
|
|
—
|
|
|
—
|
|
|
42.8
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
$
|
163.8
|
|
|
$
|
—
|
|
|
$
|
121.0
|
|
|
$
|
42.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
Quoted
Prices in
Active
Markets
|
|
|
Significant
Other
Observable
Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
(In millions)
|
|
2016
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
64.8
|
|
|
$
|
64.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Bank time deposits
|
|
2.0
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
Investments in mutual funds and other similar instruments
|
|
15.5
|
|
|
15.5
|
|
|
—
|
|
|
—
|
|
Warrants
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
Insurance contracts
|
|
102.1
|
|
|
—
|
|
|
102.1
|
|
|
—
|
|
Derivative contracts
|
|
15.8
|
|
|
—
|
|
|
15.8
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
202.2
|
|
|
$
|
82.3
|
|
|
$
|
119.9
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Derivative contracts
|
|
$
|
121.9
|
|
|
$
|
—
|
|
|
$
|
121.9
|
|
|
$
|
—
|
|
Contingent consideration
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
$
|
125.3
|
|
|
$
|
—
|
|
|
$
|
121.9
|
|
|
$
|
3.4
|
|
The company determines the fair value of its insurance contracts by obtaining the cash surrender value of the contracts from the issuer. The fair value of derivative contracts is the estimated amount that the company would receive/pay upon liquidation of the contracts, taking into account the change in interest rates and currency exchange rates. The company determines the fair value of acquisition-related contingent consideration based on the probability-weighted discounted cash flows associated with such future payments. Changes to the fair value of contingent consideration are recorded in selling, general and administrative expense.
The notional amounts of derivative contracts outstanding, consisting of interest rate swaps and currency exchange contracts, totaled
$6.36 billion
and
$6.70 billion
at
September 30, 2017
and
December 31, 2016
, respectively.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
While certain derivatives are subject to netting arrangements with counterparties, the company does not offset derivative assets and liabilities within the consolidated balance sheet. The following tables present the fair value of derivative instruments in the consolidated balance sheet and statement of income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value – Assets
|
|
Fair Value – Liabilities
|
|
|
September 30,
|
|
|
December 31,
|
|
|
September 30,
|
|
|
December 31,
|
|
(In millions)
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Derivatives Designated as Hedging Instruments
|
|
|
|
|
|
|
|
Interest rate swaps (a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
97.6
|
|
|
$
|
109.5
|
|
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
Currency exchange contracts (b)
|
|
7.3
|
|
|
15.8
|
|
|
23.4
|
|
|
12.4
|
|
|
|
(a)
|
The fair value of the interest rate swaps is included in the consolidated balance sheet under the caption other long-term liabilities.
|
|
|
(b)
|
The fair value of the currency exchange contracts is included in the consolidated balance sheet under the captions other current assets or other accrued expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) Recognized
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
October 1,
|
|
|
September 30,
|
|
|
October 1,
|
|
(In millions)
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Derivatives Designated as Fair Value Hedges
|
|
|
|
|
|
|
|
|
Interest rate swaps - effective portion
|
|
$
|
(1.0
|
)
|
|
$
|
4.9
|
|
|
$
|
1.9
|
|
|
$
|
17.0
|
|
Interest rate swaps - ineffective portion
|
|
1.9
|
|
|
1.1
|
|
|
(3.2
|
)
|
|
1.6
|
|
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
Currency exchange contracts
|
|
|
|
|
|
|
|
|
Included in cost of revenues
|
|
$
|
3.7
|
|
|
$
|
(3.7
|
)
|
|
$
|
1.6
|
|
|
$
|
(18.7
|
)
|
Included in other expense, net
|
|
32.3
|
|
|
1.2
|
|
|
103.6
|
|
|
(42.9
|
)
|
Gains and losses recognized on currency exchange contracts and the effective portion of interest rate swaps are included in the consolidated statement of income together with the corresponding, offsetting losses and gains on the underlying hedged transactions. Gains and losses recognized on the ineffective portion of interest rate swaps are included in other expense, net in the accompanying statement of income.
The company also uses foreign currency-denominated debt to partially hedge its net investments in foreign operations against adverse movements in exchange rates. The company’s euro-denominated senior notes have been designated as, and are effective as, economic hedges of part of the net investment in a foreign operation. Accordingly, foreign currency transaction gains or losses due to spot rate fluctuations on the euro-denominated debt instruments are included in currency translation adjustment within other comprehensive income and shareholders’ equity.
In the first
nine
months of
2017
and
2016
, pre-tax net losses of
$545 million
and
$54 million
, respectively, from the euro-denominated notes were included in currency translation adjustment.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Fair Value of Other Financial Instruments
The carrying value and fair value of the company’s notes receivable and debt obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
(In millions)
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
Notes Receivable
|
|
$
|
75.0
|
|
|
$
|
79.6
|
|
|
$
|
56.5
|
|
|
$
|
58.7
|
|
|
|
|
|
|
|
|
|
|
Debt Obligations:
|
|
|
|
|
|
|
|
|
Senior notes
|
|
$
|
19,922.4
|
|
|
$
|
20,563.0
|
|
|
$
|
14,838.3
|
|
|
$
|
15,184.4
|
|
Term loan
|
|
749.6
|
|
|
750.0
|
|
|
823.3
|
|
|
825.0
|
|
Commercial paper
|
|
1,299.5
|
|
|
1,299.5
|
|
|
953.3
|
|
|
953.3
|
|
Other
|
|
21.2
|
|
|
21.2
|
|
|
13.0
|
|
|
13.0
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
21,992.7
|
|
|
$
|
22,633.7
|
|
|
$
|
16,627.9
|
|
|
$
|
16,975.7
|
|
The fair value of debt obligations was determined based on quoted market prices and on borrowing rates available to the company at the respective period ends which represent level 2 measurements.
|
|
Note
12
.
|
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
October 1,
|
|
(In millions)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
Non-cash Activities
|
|
|
|
|
Fair value of assets of acquired businesses
|
|
$
|
9,790.1
|
|
|
$
|
6,969.7
|
|
Cash paid for acquired businesses
|
|
(7,224.4
|
)
|
|
(5,599.2
|
)
|
Fair value of equity awards exchanged in business combination
|
|
(6.1
|
)
|
|
—
|
|
|
|
|
|
|
Liabilities assumed of acquired businesses
|
|
$
|
2,559.6
|
|
|
$
|
1,370.5
|
|
|
|
|
|
|
Declared but unpaid dividends
|
|
$
|
60.9
|
|
|
$
|
60.2
|
|
|
|
|
|
|
Issuance of stock upon vesting of restricted stock units
|
|
$
|
119.6
|
|
|
$
|
125.2
|
|
Cash, cash equivalents and restricted cash is included in the consolidated balance sheet as follows:
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
(In millions)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
|
$
|
741.1
|
|
|
$
|
786.2
|
|
Restricted Cash Included in Other Current Assets
|
|
14.6
|
|
|
18.0
|
|
Restricted Cash Included in Other Assets
|
|
2.4
|
|
|
6.6
|
|
|
|
|
|
|
Cash, Cash Equivalents and Restricted Cash
|
|
$
|
758.1
|
|
|
$
|
810.8
|
|
Amounts included in restricted cash represent funds held as collateral for bank guarantees and incoming cash in China awaiting government administrative clearance.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
|
|
Note
13
.
|
Restructuring and Other Costs, Net
|
Restructuring and other costs in the first
nine
months of
2017
included continuing charges for headcount reductions and facility consolidations in an effort to streamline operations, including the closure and consolidation of operations within several facilities in the U.S., Europe and Asia; costs to achieve synergies related to acquisitions, including severance and abandoned facility costs; third-party acquisition transaction and integration costs primarily associated with the acquisitions of FEI and Patheon; sales of inventories revalued at the date of acquisition; charges to conform the accounting policies of Patheon to the company's accounting policies; charges for changes in estimates of acquisition contingent consideration; and net charges for litigation matters. In the first
nine
months of
2017
, severance actions associated with facility consolidations and cost reduction measures affected approximately
1%
of the company’s workforce.
As of
November 3, 2017
, the company has identified restructuring actions that will result in additional charges of approximately
$85 million
, primarily in
2017
and
2018
, which will be recorded when specified criteria are met, such as communication of benefit arrangements and abandonment of leased facilities.
Third Quarter
of
2017
During the
third
quarter of
2017
, the company recorded net restructuring and other costs by segment as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
Cost of
Revenues
|
|
|
Selling,
General and
Administrative
Expenses
|
|
|
Restructuring
and Other
Costs, Net
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
Life Sciences Solutions
|
|
$
|
0.4
|
|
|
$
|
0.2
|
|
|
$
|
6.4
|
|
|
$
|
7.0
|
|
Analytical Instruments
|
|
—
|
|
|
1.5
|
|
|
5.9
|
|
|
7.4
|
|
Specialty Diagnostics
|
|
0.6
|
|
|
—
|
|
|
15.5
|
|
|
16.1
|
|
Laboratory Products and Services
|
|
44.1
|
|
|
42.7
|
|
|
20.5
|
|
|
107.3
|
|
Corporate
|
|
—
|
|
|
(8.0
|
)
|
|
0.8
|
|
|
(7.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
45.1
|
|
|
$
|
36.4
|
|
|
$
|
49.1
|
|
|
$
|
130.6
|
|
The principal components of net restructuring and other costs by segment are as follows:
Life Sciences Solutions
In the
third
quarter of
2017
, the Life Sciences Solutions segment recorded
$7 million
of net restructuring and other charges, principally cash restructuring costs for employee severance and other costs associated with facility consolidations in the U.S. and Europe.
Analytical Instruments
In the
third
quarter of
2017
, the Analytical Instruments segment recorded
$7 million
of net restructuring and other charges, principally cash restructuring costs for employee severance and other costs to achieve acquisition synergies in Europe. The segment recorded
$2 million
of selling, general, and administrative expenses for third-party transaction and integration costs related to recent acquisitions.
Specialty Diagnostics
In the
third
quarter of
2017
, the Specialty Diagnostics segment recorded
$16 million
of net restructuring and other charges, primarily charges for litigation-related matters.
Laboratory Products and Services
In the
third
quarter of
2017
, the Laboratory Products and Services segment recorded
$107 million
of net restructuring and other charges. The segment recorded charges to cost of revenues of
$44 million
, including
$27 million
to conform the accounting policies of Patheon to the company's accounting policies,
$15 million
for sales of inventory revalued at the date of acquisition, and
$2 million
for accelerated depreciation at facilities closing due to real estate consolidation. The segment recorded
$43 million
of charges to selling, general, and administrative expenses, including
$37 million
for third party acquisition transaction costs, as well as
$6 million
to confirm the accounting policies of Patheon to the company's accounting
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
policies. The segment also recorded
$21 million
of restructuring and other costs, net, primarily for employee severance and compensation due at Patheon on the date of acquisition.
Corporate
In the
third
quarter of
2017
, the company recorded
$7 million
of net restructuring and other income principally
$8 million
of income within selling, general, and administrative expenses for favorable results of product liability litigation. The company also recorded
$1 million
of cash restructuring costs for severance at its corporate operations.
First
Nine
Months of
2017
During the first
nine
months of
2017
, the company recorded net restructuring and other costs by segment as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
Cost of
Revenues
|
|
|
Selling,
General and
Administrative
Expenses
|
|
|
Restructuring
and Other
Costs, Net
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
Life Sciences Solutions
|
|
$
|
1.1
|
|
|
$
|
28.5
|
|
|
$
|
37.4
|
|
|
$
|
67.0
|
|
Analytical Instruments
|
|
30.6
|
|
|
6.1
|
|
|
12.7
|
|
|
49.4
|
|
Specialty Diagnostics
|
|
0.6
|
|
|
—
|
|
|
18.5
|
|
|
19.1
|
|
Laboratory Products and Services
|
|
44.4
|
|
|
48.1
|
|
|
24.3
|
|
|
116.8
|
|
Corporate
|
|
—
|
|
|
(8.0
|
)
|
|
2.2
|
|
|
(5.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
76.7
|
|
|
$
|
74.7
|
|
|
$
|
95.1
|
|
|
$
|
246.5
|
|
The principal components of net restructuring and other costs by segment are as follows:
Life Sciences Solutions
In the first
nine
months of
2017
, the Life Sciences Solutions segment recorded
$67 million
of net restructuring and other charges. The segment recorded
$29 million
of charges to selling, general and administrative expenses, principally for changes in estimates of acquisition contingent consideration. In addition, the segment recorded
$37 million
of restructuring and other costs, including
$20 million
of severance and related costs primarily to achieve acquisition synergies,
$16 million
of abandoned facilities costs principally for the consolidation of facilities in the U.S, and
$2 million
of net charges for litigation-related matters at acquired businesses.
Analytical Instruments
In the first
nine
months of
2017
, the Analytical Instruments segment recorded
$49 million
of net restructuring and other charges. The segment recorded charges to cost of revenues of
$31 million
for the sales of inventory revalued at the date of acquisition;
$6 million
of charges to selling, general, and administrative expense for third-party transaction and integration costs related to recent acquisitions; and
$13 million
of restructuring and other costs, primarily for severance and other costs to achieve acquisition synergies.
Specialty Diagnostics
In the first
nine
months of
2017
, the Specialty Diagnostics segment recorded
$19 million
of net restructuring and other charges, principally charges for litigation-related matters, and, to a lesser extent, cash costs for employee severance and other costs associated with headcount reductions in the U.S. and Europe.
Laboratory Products and Services
In the first
nine
months of
2017
, the Laboratory Products and Services segment recorded
$117 million
of net restructuring and other charges. The segment recorded charges to cost of revenues of
$44 million
, including
$27 million
to conform the accounting policies of Patheon to the company's accounting policies,
$15 million
for sales of inventory revalued at the date of acquisition, and
$2 million
for accelerated depreciation at facilities closing due to real estate consolidation. The segment also recorded
$48 million
of charges to selling, general, and administrative expenses, including
$42 million
for third-party acquisition transaction costs, as well as
$6 million
to conform the accounting policies of Patheon to the company's accounting policies. The segment also recorded
$24 million
of restructuring and other costs, primarily for employee severance and compensation due at Patheon on the date of acquisition.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Corporate
In the first
nine
months of
2017
, the company recorded
$6 million
of net restructuring and other income, principally
$8 million
of income for favorable results of product liability litigation, partially offset by charges for the settlement of a retirement plan and severance at its corporate operations.
The following table summarizes the cash components of the company’s restructuring plans. The non-cash components and other amounts reported as restructuring and other costs, net, in the accompanying statement of income have been summarized in the notes to the tables. Accrued restructuring costs are included in other accrued expenses in the accompanying balance sheet.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
Severance
|
|
|
Abandonment
of Excess
Facilities
|
|
|
Other (a)
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2016
|
|
$
|
38.2
|
|
|
$
|
31.9
|
|
|
$
|
2.2
|
|
|
$
|
72.3
|
|
Costs incurred in 2017 (c)
|
|
49.3
|
|
|
15.8
|
|
|
9.3
|
|
|
74.4
|
|
Reserves reversed (b)
|
|
(8.4
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(8.9
|
)
|
Payments
|
|
(48.0
|
)
|
|
(13.6
|
)
|
|
(9.3
|
)
|
|
(70.9
|
)
|
Currency translation
|
|
0.9
|
|
|
0.1
|
|
|
0.7
|
|
|
1.7
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
32.0
|
|
|
$
|
34.0
|
|
|
$
|
2.6
|
|
|
$
|
68.6
|
|
|
|
(a)
|
Other includes relocation and moving expenses associated with facility consolidations, as well as employee retention costs which are accrued ratably over the period through which employees must work to qualify for a payment.
|
|
|
(b)
|
Represents reductions in cost of plans.
|
|
|
(c)
|
Excludes
$30 million
of charges, net, primarily associated with litigation-related matters, non-cash compensation due at an acquired business, and the settlement of retirement plans.
|
The company expects to pay accrued restructuring costs as follows: severance, employee-retention obligations and other costs, primarily through
2017
; and abandoned-facility payments, over lease terms expiring through
2027
.
THERMO FISHER SCIENTIFIC INC.