10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2014 or

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

Commission file number 1-8002

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its charter)

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

Registrant’s telephone number, including area code: (781) 622-1000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $1.00 par value	New York Stock Exchange
Preferred Stock Purchase Rights	New York Stock Exchange
2.000% Notes due 2025	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x  No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o  No x

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

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

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

As of June 28, 2014, the aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately $47,112,558,000 (based on the last reported sale of common stock on the New York Stock Exchange Composite Tape reporting system on June 28, 2014).

As of January 31, 2015, the Registrant had 396,782,757 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Sections of Thermo Fisher’s definitive Proxy Statement for the 2015 Annual Meeting of Shareholders are incorporated by reference into Parts II and III of this report.

THERMO FISHER SCIENTIFIC INC.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014

	TABLE OF CONTENTS
		Page
	PART I
Item 1.	Business	3
Item 1A.	Risk Factors	17
Item 1B.	Unresolved Staff Comments	23
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	25
	PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Selected Financial Data	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 8.	Financial Statements and Supplementary Data	49
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	49
Item 9A.	Controls and Procedures	49
Item 9B.	Other Information	50
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	50
Item 11.	Executive Compensation	50
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	50
Item 13.	Certain Relationships and Related Transactions, and Director Independence	51
Item 14.	Principal Accountant Fees and Services	51
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	51

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PART I

Item 1.            Business

General Development of Business

Thermo Fisher Scientific Inc. (also referred to in this document as “Thermo Fisher,” “we,” the “company,” or the “registrant”) is the world leader in serving science. Our mission is to enable our customers to make the world healthier, cleaner and safer. We help our customers accelerate life sciences research, solve complex analytical challenges, improve patient diagnostics and increase laboratory productivity.

On February 3, 2014, we completed our acquisition of Life Technologies Corporation (“Life Technologies”).

Thermo Fisher has approximately 51,000 employees and serves more than 400,000 customers within pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as environmental, industrial quality and process control settings.

We serve our customers through our premier brands, Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific and Unity Lab Services:

  • The Thermo Scientific brand offers customers in research, diagnostics, industrial, and applied markets a complete range of high-end analytical instruments as well as laboratory equipment, software, services, consumables and reagents. Our portfolio of products includes innovative technologies for mass spectrometry, chromatography, elemental analysis, molecular spectroscopy, sample preparation, informatics, chemical research and analysis, cell culture, bioprocess production, cellular, protein and molecular biology research, allergy testing, drugs-of-abuse testing, therapeutic drug monitoring testing, microbiology, anatomical pathology, as well as environmental monitoring and process control.

  • The Applied Biosystems brand offers customers in research, clinical and applied markets integrated instrument systems, reagents, and software for genetic analysis. Our portfolio includes innovative technologies for genetic sequencing and real-time, digital and end point polymerase chain reaction (PCR), that are used to determine meaningful genetic information in applications such as cancer diagnostics, human identification testing, and animal health, as well as inherited and infectious disease.

  • The Invitrogen brand offers life science customers a broad range of consumables and instruments that accelerate research and ensure consistency of results. Our portfolio of products includes innovative solutions for cellular analysis and biology, flow cytometry, cell culture, protein expression, synthetic biology, molecular biology and protein biology.

  • Fisher Scientific is our channels brand, offering customers a complete portfolio of laboratory equipment, chemicals, supplies and services used in scientific research, healthcare, safety, and education markets. These products are offered through an extensive network of direct sales professionals, industry-specific catalogs, e-commerce capabilities and supply-chain management services. We also offer a range of biopharma services for clinical trials management and biospecimen storage.

  • Unity Lab Services is our services brand, offering a complete portfolio of services from enterprise level engagements to individual instruments and laboratory equipment, regardless of the original manufacturer. Through our network of world-class service and support personnel, we provide services that are designed to help our customers improve productivity, reduce costs, and drive decisions with better data.

We continuously increase our depth of capabilities in technologies, software and services, and leverage our extensive global channels to address our customers’ emerging needs. Our goal is to make our customers more productive in an increasingly competitive business environment, and to allow them to solve their challenges, from complex research to improved patient care, environmental and process monitoring, and consumer safety.

Thermo Fisher is a Delaware corporation and was incorporated in 1956. The company completed its initial public offering in 1967 and was listed on the New York Stock Exchange in 1980.

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Forward-looking Statements

Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act), are made throughout this Annual Report on Form 10-K. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements. While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the company’s estimates change, and readers should not rely on those forward-looking statements as representing the company’s views as of any date subsequent to the date of the filing of this report.

A number of important factors could cause the results of the company to differ materially from those indicated by such forward-looking statements, including those detailed under the heading, “Risk Factors” in Part I, Item 1A.

Business Segments and Products

We report our business in four segments – Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics, and Laboratory Products and Services. For financial information about these segments, including domestic and international operations, see Note 3 to our Consolidated Financial Statements, which begin on page F-1 of this report.

Life Sciences Solutions Segment

Through our Life Sciences Solutions segment, we provide 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. Life Sciences Solutions includes three primary businesses – Biosciences, Genetic, Medical & Applied Sciences, and BioProduction.

Biosciences

Our biosciences business includes reagents, instruments and consumables that help our customers conduct biological and medical research, discover new drugs and vaccines, and diagnose disease.

Our biosciences offerings include:

  • Reagents, instruments, and consumables used for protein biology, molecular biology, and cell imaging and analysis. The portfolio includes antibodies and products for protein purification, detection, modification, and analysis; and sequencing, detection and purification products used for high content analysis of nucleic acids. Many of these products are also used in applied markets, including agriculture, forensics, diagnostics product development, and toxicology research.

  • Tools used for genetic engineering, amplification, quantification and analysis as well as RNA isolation, including stem cell reprogramming kits, transfection reagents, RNA interference reagents, along with gene editing tools and gene synthesis products.

  • Cell culture media and reagents for preserving and growing mammalian cells which are used in many life science research applications.

 

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• Fluorescence-based technologies, which facilitate the labeling of molecules for biological research and drug discovery. These technologies include a wide range of cell analysis instruments, including flow cytometers and imaging platforms that enable fluorescence microscopy.

• Protein analysis products, including pre-cast electrophoresis gels for separating nucleic acids and proteins, and western blotting and staining tools.

Genetic, Medical & Applied Sciences

Our genetic, medical and applied sciences business combines a wide variety of instruments and related reagents used to analyze DNA across a broad range of applications in research, clinical and applied markets.

Our genetic, medical and applied sciences offerings include:

• Capillary electrophoresis (CE), quantitative PCR (qPCR), and Next Generation Sequencing (NGS) platforms and reagents. These products are used to discover sources of genetic and epigenetic variation, to catalog the DNA structure of organisms, and to verify the composition of genetic research material. In addition to research, these genetic analysis techniques are used in diverse applied markets including human identification (HID), animal health and food safety. For example, in HID we provide our instrument platforms and reagents to forensic laboratories that analyze DNA recovered from crime scenes. Primary customers include the FBI and police departments around the world. Our technologies are also used in numerous clinical research and diagnostic applications with a focus on cancer and inherited disease. These applications include molecular diagnostics, diagnostic development, clinical and translational research, and public health monitoring.

• PCR and real-time PCR systems, reagents and assays that enable researchers to amplify and detect targeted nucleic acids (DNA and RNA molecules) for a host of applications in molecular biology.

BioProduction

Our bioproduction business supports developers and manufacturers of biological-based therapeutics and vaccines with a portfolio of premium solutions and services focused on upstream cell culture, downstream purification, analytics for detection and quantitation of process/product impurities, and a suite of single-use solutions spanning the biologics workflow.

Our bioproduction offerings include:

• Single-use bioproduction solutions that provide our customers with faster turnaround and set-up times, minimal validation requirements, reduced investment and running costs, and increased flexibility of manufacturing capacity.

• Production cell culture media solutions, which are used by leading biotechnology and pharmaceutical companies to grow cells in controlled conditions and enable large scale cGMP (Current Good Manufacturing Process) manufacturing of drugs and vaccines. We also provide our customers with the associated services to optimize the productivity of these production platforms.

• Chromatography products, which deliver unmatched capacity and resolution for process-scale bioseparations, and offer a broad set of scalable options for the purification of antibodies, antibody fragments and proteins.

• Rapid molecular products that deliver accurate results in less than four hours for contaminant detection, identification and quantitation.

• Scalable solutions for the manufacture of cell therapy based drugs.

 

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Analytical Instruments Segment

Through our Analytical Instruments segment, we provide 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. This segment includes two primary businesses – Chromatography and Mass Spectrometry, and Chemical Analysis.

Chromatography and Mass Spectrometry

Our chromatography and mass spectrometry business provides analytical instrumentation for organic and inorganic sample analysis. These products are complemented by laboratory information management systems (LIMS); chromatography data systems (CDS); database analytical tools; automation systems; and a range of consumables, such as a full line of chromatography columns.

Mass spectrometry (MS) is a technique for analyzing chemical compounds, individually or in complex mixtures, by forming charged ions that are then analyzed according to their mass-to-charge ratios. In addition to molecular information, each discrete chemical compound generates a pattern that provides structurally identifiable information. Our comprehensive offering includes life sciences mass spectrometry systems; inorganic mass spectrometry systems; and elemental analysis instrumentation; as well as a range of sample preparation and separation products including auto-samplers and multiplexing systems.

  • Life Sciences Mass Spectrometers include three major product lines: triple quadrupole, ion trap and hybrid systems. Our triple quadrupole systems provide high performance quantitative analysis of chemicals in biological fluids, environmental samples and food matrices. They are also used by the pharmaceutical industry for targeted quantitation during drug discovery. Our ion trap systems are used for in-depth structural analysis of large biomolecules, such as proteins, as well as structural characterization of small molecules, such as drugs and drug metabolites. Our hybrid (LC/MS/MS) mass spectrometers combine linear ion trap, quadrupole and Orbitrap technologies to provide high resolution and accurate mass capabilities for both research and applied markets and are well suited for drug metabolism, proteomics, environmental analysis, food safety, toxicology and clinical research applications. We also offer a comprehensive portfolio of instrument control and data analysis software to help customers simplify their workflows and obtain knowledge from often complex data.

  • Inorganic Mass Spectrometers include four product lines: isotope ratio mass spectrometry (IRMS); multi-collector mass spectrometry (MC/IRMS); inductively coupled plasma mass spectrometry (ICP/MS); and high resolution trace mass spectrometry (HR Trace/MS). These products are primarily used for qualitative and quantitative analysis of inorganic matter in a range of applications, including environmental analysis, materials science and earth sciences.

Chromatography is a technique for separating, identifying and quantifying individual chemical components of substances based on their specific physical and chemical characteristics. Our chromatography product line includes high performance liquid chromatography, ion chromatography and gas chromatography systems, all of which are supported by our Chromeleon chromatography data system software. Our comprehensive array of consumables and environmental sampling products complete the workflow solution.

  • Liquid Chromatography (LC) Systems analyze complex sample matrices in liquids. Our high pressure liquid chromatography (HPLC) and ultrahigh pressure liquid chromatography (UHPLC) systems offer high throughput and sensitivity and are sold either as stand-alone systems or integrated with our mass spectrometers (LC/MS and LC/MS/MS). These systems are used for a range of applications, from complex proteomic analyses to routine industrial QA/QC.

  • Ion Chromatography (IC) Systems separate ionic (charged) or highly polar molecules (e.g., sugars and carbohydrates), usually found in water-based solutions, and typically detect them based on their electrical conductivity. Our IC products are used in a wide range of applications, including scientific research, and environmental testing, as well as quality control in pharmaceutical, food and beverage, and other industrial processes.

 

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  • Gas Chromatography (GC) Systems analyze complex sample matrices in gases, comprising both separation and detection technology. Separation technology is common to all gas chromatography analyzers, and is paired with either a conventional detector (GC) or with different types of mass spectrometers (GC/MS). Our GC/MS offering includes a triple stage quadrupole, a single stage quadrupole, and an ion trap, for a range of applications, including food safety testing, quantitative screening of environmental samples, and complex molecular analyses.

Our elemental analysis spectrometers include two product lines: atomic absorption (AA) and inductively coupled plasma (ICP) systems, which use atomic spectroscopy techniques to identify trace concentrations of elements in liquid and solid samples primarily in environmental, petrochemical, food safety, metallurgical, geochemical and clinical/toxicology research applications. These products are widely used in growth markets such as China, India and Latin America to support compliance with increasingly stringent international environmental and consumer safety regulations.

Chemical Analysis

Our chemical analysis products fall into five main categories: materials and minerals; molecular spectroscopy; portable analytical instruments; radiation measurement and security instruments; and environmental and process instruments. Customers use these products to quickly and accurately analyze the composition of materials to optimize workflows in academic, life sciences, pharmaceutical, and industrial applications or to help them comply with governmental regulations and industry safety standards. Our product lines range from those used in the laboratory for research or forensics, to those used on the production line to improve quality and efficiency, to portable systems for rapid and real-time identification in the field or to analyze, measure or respond to hazardous situations.

  • Materials and Minerals Instruments include bench-top, production line, and stand-alone systems for a range of industrial applications. For example, our laboratory elemental analyzers use X-ray fluorescence (XRF), X-ray diffraction (XRD), and arc spark optical emission (OES) techniques for accurate and precise analysis of bulk materials in the metals, cement, minerals, and petrochemicals industries. We also offer on line analyzers that employ neutron activation and measurement of gamma rays to analyze bulk materials non-invasively and in real time, as well as systems that enable high-speed weighing during bulk materials handling. We also offer gauging systems that employ ionizing and non-ionizing technologies to measure the total thickness, basis weight and coating thickness of flat-sheet materials, such as steel, plastics, foil, rubber and glass. We also offer on line analyzers based on a variety of technologies such as X-ray imaging and ultra-trace chemical detection, to inspect packaged goods for physical contaminants, validate fill quantities, or check for missing or broken parts on line and at high speeds in the food and beverage, pharmaceutical production and packaging industries to maintain safety and quality standards.

  • Molecular Spectroscopy Instruments are divided into five primary techniques: Fourier transform infrared (FTIR), Raman, near-infrared (NIR), ultraviolet/visible (UV/Vis), and Nuclear Magnetic Resonance (NMR) spectroscopy. These technologies are typically used in the laboratory to provide information on the structure of molecules to identify, verify and quantify organic materials in pharmaceutical, biotechnology, polymer, chemical, and forensic sciences. Our material characterization instruments include rheometers and extruders that measure viscosity, elasticity, processability, and temperature-related mechanical changes of various materials. We also provide a range of surface analysis instruments commonly used in the semiconductor, metals, coatings, and polymer industries as a product development and failure analysis tool.

  • Portable Analytical Instruments are rugged handheld products that provide rapid, precise, real-time analysis at the point of need. Our two main product categories are elemental and optical analyzers. Our portable elemental analyzers use XRF technology for identifying metal alloys in scrap metal recycling; QA/QC; precious metals analysis; environmental analysis; and lead screening in a range of consumer products. Our portable optical analyzers utilize Raman, FTIR and NIR technologies for use in the field by first responders, and law enforcement and military personnel who need to quickly and accurately identify chemicals and explosives in critical safety and security situations. Other applications include QA/QC in pharmaceutical production and identification of counterfeit drugs.

 

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  • Radiation Measurement and Security Products are used to monitor, detect and identify specific forms of radiation and trace explosives in nuclear power, environmental, industrial, medical, and security applications. Our primary customers include national, regional, and local government agencies responsible for monitoring cargo, vehicles and people traveling across borders. These products are also used by first-responders in safety and security situations, and for worker safety in the nuclear power and other industrial markets.

  • Environmental and Process Instruments include fixed and portable instrumentation that help our customers protect people and the environment as well as comply with government regulations and industry safety standards. Our products are used by environmental regulatory agencies and power plant operators to measure ambient air, stack gas emissions, and particulates in compliance with regulated emissions standards. Our products are also used in process monitoring applications by customers in natural gas, petrochemical, refining, bioprocessing, and a wide variety of other industrial markets to provide measurements that improve efficiency, provide process and quality control, and increase worker safety.

In addition to our broad product offerings, we offer a variety of specialized services to our customers through our Unity Lab Services team, including equipment servicing, instrument calibration services, asset management and training.

Specialty Diagnostics Segment

Our Specialty Diagnostics segment offers a wide range of diagnostic test kits, reagents, culture media, instruments and associated products in order to serve customers in healthcare, clinical, pharmaceutical, industrial, and food safety laboratories. Our healthcare products are used to increase the speed and accuracy of diagnoses, which improves patient care in a more cost efficient manner. This segment has six primary businesses – Clinical Diagnostics, ImmunoDiagnostics, Microbiology, Anatomical Pathology, Transplant Diagnostics and our Healthcare Market Channel.

Clinical Diagnostics

Our clinical diagnostics products include a broad offering of liquid, ready-to-use and lyophilized immunodiagnostic reagent kits, calibrators, controls and calibration verification fluids. In particular, we provide products used for drugs-of-abuse testing; therapeutic drug monitoring, including immunosuppressant drug testing; thyroid hormone testing; serum toxicology; clinical chemistry; immunology; hematology; coagulation; glucose tolerance testing; first trimester screening; tumor markers testing; and biomarkers testing for sepsis, acute myocardial infarction and congestive heart failure. We also private label many of our reagents and controls for major in vitro diagnostics companies through OEM arrangements. In many instances, we will work with customers or partners to develop new products and applications for their instrument platforms.

We have developed one of the broadest menus for drugs-of-abuse immunoassays. We also provide a broad offering of immunosuppressant drug immunoassays that can be used on a variety of clinical chemistry analyzers.

Our clinical chemistry systems include analyzers and reagents to analyze and measure routine blood and urine chemistry, such as glucose and cholesterol; and advanced testing for specific proteins, therapeutic drug monitoring and drugs-of-abuse. Our diagnostic test range currently covers approximately 80 different validated methods. We also provide pre- and post-analytical automation for preparation of blood specimens before and after analysis, and specialty diagnostic tests based on patented biomarkers for sepsis, cardiovascular and pulmonary diseases, as well as intensive care treatments and prenatal screening.

 

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ImmunoDiagnostics

 Our immunodiagnostics offerings include developing, manufacturing and marketing complete blood-test systems to support the clinical diagnosis and monitoring of allergy, asthma and autoimmune diseases. Unlike skin prick tests, our in vitro allergy diagnostic tests utilize flexible systems which provide for convenient and accurate allergy diagnoses on low and high-throughput automation. In addition, we now can offer antibody tests for approximately 20 indications to help diagnose autoimmune diseases such as rheumatoid arthritis, celiac disease, lupus and scleroderma. These allergy and autoimmunity product lines operate on a common instrument platform which supports both productivity and cost efficiencies in clinical laboratories around the world. Our products include ImmunoCAP for allergy and asthma tests and EliA for autoimmunity tests.

Microbiology

 Our microbiology offerings include dehydrated and prepared culture media, collection and transport systems, instrumentation and consumables to detect pathogens in blood, diagnostic and rapid direct specimen tests, quality-control products and associated products for the microbiology laboratory. Our products help customers worldwide to diagnose infectious disease; determine appropriate antimicrobial therapy; implement effective infection control programs; and detect microbial contamination of their products or manufacturing facilities.

Within the food and pharmaceutical industries, our products are used to assure the safety and quality of consumer products by monitoring production environments; raw materials and end products for bacterial contamination; and animal health in the dairy industry.

Anatomical Pathology

Our anatomical pathology offerings include a broad portfolio of products primarily for cancer diagnosis and medical research in histology, cytology and hematology applications. These products include a wide range of instruments, consumables and reagents for specimen collection and transport, tissue preparation, staining and immunohistochemistry assays and controls. Reagent and consumable products include sample collection and preservation products used to ensure specimen integrity; tissue cassettes and reagents necessary for same-day, high-quality specimen processing; blades and paraffin used to section tissue; and a wide range of leading stains. Also included are a full line of immunohistochemistry antibodies, detection systems, ancillaries and controls.

We also provide a complete range of anatomical pathology instruments including cassette and slide labeling systems, which enable on-demand slide and cassette printing; tissue processors for same-day tissue-processing; embedding stations, microtomes and cryostats used to section tissue; and automated staining and cover slip systems used for primary and immunohistochemistry staining. In cytology, we offer low-speed centrifugation technology coupled with patented EZ cytofunnels to deposit a thin layer of cells onto a microscope slide to ensure better cell capture and better preservation of cell morphology. We manufacture high-quality flat-sheet glass to produce medical disposable products such as microscope slides, plates, cover glass, and microarray substrates serving the medical, diagnostics, and scientific communities. We also offer specialized hydrophobic, adhesive, and fluorescent slides through proprietary coating techniques.

Transplant Diagnostics

Our transplant diagnostics products include human leukocyte antigen (HLA) typing and testing for the organ transplant market. Our diagnostic tests are used by transplant centers for tissue typing, primarily to determine the compatibility of donors and recipients pre-transplant, and to detect the presence of antibodies post-transplant that can lead to transplant rejection. These transplant diagnostic tests are widely used across the transplant-testing workflow to improve patient outcomes. Our transplant diagnostic offerings include several lines of HLA typing and antibody detection assays utilizing serological, molecular, ELISA, flow, and multiplexing technologies.

 

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Healthcare Market Channel

 Our Healthcare Market channel offerings include a broad array of consumables, diagnostic kits and reagents, equipment, instruments, solutions and services for hospitals, clinical laboratories, reference laboratories, physicians’ offices and other clinical testing facilities. These products are manufactured by Thermo Fisher and third parties.

 Healthcare Market products and solutions focus on the collection, transportation and analysis of biological samples. Major product lines include anatomical pathology, molecular diagnostic, and cardiac risk management solutions; blood collection devices; and an extensive portfolio of rapid diagnostic testing kits.

Laboratory Products and Services Segment

Our Laboratory Products and Services segment offers virtually everything needed for the laboratory. Our unique combination of self-manufactured and sourced products and extensive service offering enables our customers to focus on their core activities and helps them to be more efficient, productive and cost effective. We serve the pharmaceutical, biotechnology, academic, government and other research and industrial markets, as well as the clinical laboratory through four key businesses: Laboratory Equipment, Laboratory Consumables, Research and Safety Market Channel, and BioPharma Services.

Laboratory Equipment

Our Laboratory Equipment products are used primarily by pharmaceutical companies for drug discovery and development and by biotechnology companies and universities for life science research to advance the prevention and cure of diseases and enhance quality of life. This offering consists of equipment, accessories, and services for sample preparation, storage and protection, and analysis, with product categories including:

  • Sample Preparation and Preservation Equipment protects our customers’ chemical and biological samples and supports the growth of cells and organisms in optimal conditions such as temperature, carbon dioxide and humidity. This offering includes a comprehensive range of incubators and other related products.

  • Cold Storage Equipment such as our leading laboratory refrigerators and freezers, ultralow-temperature freezers and cryopreservation storage tanks maintain samples in a cold environment to protect them from degradation.

  • Centrifugation Products are used to separate biological matrices and inorganic materials. Our broad range includes microcentrifuges, which are used primarily for the purification of nucleic acids in the molecular biology laboratory; general use bench-top centrifuges for processing clinical samples such as blood and urine; and our floor models, which are used for large-volume blood processing or in laboratories with high-throughput needs. Our super-speed and ultra-speed models are used for applications such as protein purification.

  • Biological Safety Cabinets enable technicians to handle samples without risk to themselves or their environment and without risk of cross-contamination of samples. These cabinets, equipped with filtered-air ventilation, controlled laminar flow and an ultraviolet source, can be used for tissue culture; handling of infectious samples; forensic analysis; bioterrorism research; and other applications.

  • Temperature Control Products include heated bath circulators, immersion coolers, recirculating chillers, water baths, and dry baths in a range of sizes, temperatures and configurations for life science, analytical chemistry, manufacturing and quality-control applications.

  • Water Analysis Instruments include meters, electrodes and solutions for the measurement of pH, ions, conductivity, dissolved oxygen, turbidity and other key parameters in the lab and production line. Based upon electrochemical and optical sensing technologies, these products are used wherever the quality of water and water-based products or processes are critical, such as QA/QC in the food and beverage industry, chemical and pharmaceutical production, and for environmental compliance.

  • Other Laboratory Equipment includes water purification systems, shakers, vacuum concentrators, microbiological incubators, ovens, furnaces, hotplates, stirrers, stirring hotplates, and other related products.

 

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Laboratory Consumables

Our laboratory consumables products include plastics, glass and related equipment, which customers use every day to support their scientific research; drug discovery and development; quality and process control; and clinical and basic research and development needs. Our product categories include cell culture and bioproduction; sample preparation and storage; liquid handling; detection instruments; and specialty products and services.

  • Cell Culture and Bioproduction Products support customers in research to production-scale activities. We offer a broad range of surface technologies for different application needs, including applications with traditional stem cell and human stem cell lines. Products include chamber slides, dishes, multidishes, flasks and gas permeable technologies. We also offer a complete line of serological pipettes and conical tubes to address cell-culture sample handling, as well as cell factories and roller bottles, and research serum and media products. These products are widely used in research and in the manufacture of vaccines and biotherapeutics.

  • Sample Preparation and Storage Products include a full line of centrifugation consumables as well as vials and organization systems for ultralow temperature and cryogenic storage, with specific products designed for low protein binding and low DNA binding. We also offer containers for packaging life science and diagnostic reagents as well for the storage and transport of bulk intermediates and active pharmaceutical ingredients.

  • Liquid Handling Products include a leading offering of laboratory pipette tips and a complementary range of handheld and automated pipetting systems, supporting low- through high-throughput activity. These products optimize productivity and ergonomics, and ensure accurate results.

  • Detection Instruments include microplate readers, washers and purification systems. These instruments offer researchers in the fields of cancer research, drug development, proteomics, and genomics efficiency, high-quality performance and accurate results.

  • Specialty Products and Services include a complete selection of clinical specimen collection, drug-of-abuse collection kits and environmental and food-safety glass and plastic vials, bottles and containers. We also manufacture plastic transfer pipettes and general purpose clinical laboratory consumables. We also offer containers for breast milk collection, storage and feeding primarily used in neo-natal units and by lactation specialists. In addition, we provide OEM and custom kit assembly services for clinical and drugs-of-abuse test kits.

  • Global Chemicals comprises a broad range of chemicals, solvents and reagents supporting virtually every laboratory application – from research to drug discovery and development and manufacturing. This portfolio includes organic chemicals used to synthesize new materials; essential laboratory chemicals used by scientists to purify, extract, separate, identify and manufacture products; high purity analytical reagents, bioreagents used in many different applications, from cell growth to detailed protein analysis; and novel chemical building blocks, reactive intermediates and screening libraries used to accelerate drug discovery. We provide bulk volumes of many products for scale-up from research to development and customized services for chemical procurement, processing, production, testing, and packaging.

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Research and Safety Market Channel

Our Research and Safety Market channel serves academic, pharmaceutical, biotechnology, government and industrial customers. We go to market through our broad sales force, printed catalogs in eight different languages, a state-of-the-art website, www.fishersci.com, containing full product content for more than 417,000 products, and our global network of resellers and distributors. The Fisher Scientific catalog has been published for more than 100 years and is an internationally recognized scientific supply resource.

We have an international network of warehouses in our primary markets through which we maintain inventory and coordinate product delivery. With specialized product vaults and warehouse management systems, we are able to handle the complete range of products we offer to our customers. Our transportation capabilities include our dedicated fleet of delivery vehicles as well as parcel shipping capabilities that are closely integrated with our third-party parcel carriers. Throughout the product delivery process, we provide our customers with convenient access to comprehensive electronic systems that offer automated catalog search, product order and invoicing, and payment capabilities.

Our channel offers a mix of products that are manufactured by Thermo Fisher, by third parties for us on a private-label basis, and by third parties under their brand but offered for sale exclusively through us. We also offer a broad range of third-party products representing leading industry brand names on a non-exclusive basis.

Our research products include a complete offering of laboratory products, ranging from capital equipment and instruments to chemicals to consumable products. Our safety products include clean-room and controlled-environment supplies, personal protective equipment, firefighting, military, and first responder equipment and supplies, and environmental monitoring and sampling equipment. Our education products include science-related and laboratory products for the K-12 and secondary education market.

Our Doe & Ingalls offerings include chemical distribution and supply chain services that help life science and advanced technology manufacturers have reliable, secure supply chains for their chemical raw materials.

In addition to our broad product offerings, we offer a variety of specialized services to our customers through our Unity Lab Services team, including training, equipment servicing and asset management, and dedicated supply management personnel. We also offer scientific support services including desktop delivery, coordination of instrument calibration and service, and on-site customer service.

BioPharma Services

Our BioPharma Services offerings include global services for pharmaceutical and biotechnology companies engaged in clinical trials, including specialized packaging; over-encapsulation; multi-lingual and specialized labeling and distribution for phase I through phase IV clinical trials; biological-specimen management; specialty pharmaceutical logistics; and clinical supply-chain planning and management. Thermo Fisher’s biobanking business provides temperature-controlled repository services for pharmaceutical, biotechnology, university, government, clinical and blood-processing customers. Our biobanking services business stores pharmacological and biospecimen samples at commercial sites. Additional services include inventory management, validation, business continuity, and repository management and transportation capabilities, resulting in a complete cold chain sample management solution.

Sales and Marketing

We market and sell our products and services through a direct sales force, customer-service professionals, electronic commerce, third-party distributors and various catalogs.

We have approximately 17,500 sales and service personnel including over 3,000 highly trained technical specialists who enable us to better meet the needs of our more technical end-users. We also provide customers with product standardization and other supply-chain-management services to reduce procurement costs.

 

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Business (continued)

New Products and Research and Development

Our business includes the development and introduction of new products and may include entry into new business segments. During 2014, 2013 and 2012, we spent $691 million, $396 million and $376 million, respectively, on research and development. We anticipate that we will continue to make significant expenditures for research and development as we seek to provide a continuing flow of innovative products to maintain and improve our competitive position.

Raw Materials

Our management team believes that we have a readily available supply of raw materials for all of our significant products from various sources. We do not anticipate any difficulties obtaining the raw materials essential to our business.

Raw-material and fuel prices are subject to fluctuations due to market conditions. We employ many strategies, including the use of alternative materials, to mitigate the effect of these fluctuations on our results.

Patents, Licenses and Trademarks

Patents are important in all segments of our business. No particular patent, or related group of patents, is so important, however, that its loss would significantly affect our operations as a whole. Where appropriate, we seek patent protection for inventions and developments made by our personnel that are incorporated into our products or otherwise fall within our fields of interest. Patent rights resulting from work sponsored by outside parties do not always accrue exclusively to the company and may be limited by agreements or contracts.

We protect some of our technology as trade secrets and, where appropriate, we use trademarks or register trademarks used in connection with products. We also enter into license agreements with others to grant and/or receive rights to patents and know-how.

Seasonal Influences

Revenues in the fourth quarter are historically stronger than in other quarters due to the capital spending patterns of industrial, pharmaceutical and government customers. Sales of flu tests and related diagnostic products vary quarter to quarter and year to year based on the severity and duration of each period’s flu season. Sales of allergy tests vary quarter to quarter and year to year based on the severity and duration of each period’s airborne pollen allergens.

Working Capital Requirements

There are no special inventory requirements or credit terms extended to customers that would have a material adverse effect on our working capital.

Dependency on a Single Customer

There is no single customer the loss of which would have a material adverse effect on our business. No customer accounted for more than 5% of our total revenues in any of the past three years.

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Business (continued)

Backlog

Our backlog of firm orders at year-end 2014 and 2013 was as follows:

(In millions)	2014			2013
Life Sciences Solutions	$	365.5		$	111.5
Analytical Instruments		948.0			921.5
Specialty Diagnostics		189.7			183.0
Laboratory Products and Services		442.6			409.4
Eliminations		(22.7	)		(21.1	)
	$	1,923.1		$	1,604.3

We believe that virtually all of our backlog at the end of 2014 will be filled during 2015.

Government Contracts

Although the company transacts business with various government agencies, no government contract is of such magnitude that a renegotiation of profits or termination of the contract at the election of the government agency would have a material adverse effect on the company’s financial results.

Competition

The company encounters aggressive and able competition in virtually all of the markets we serve. Because of the diversity of our products and services, we face many different types of competitors and competition. Our competitors include a broad range of manufacturers and third-party distributors. Competitive climates in many of the markets we serve are characterized by changing technology and customer demands that require continuing research and development. Our success primarily depends on the following factors:

 • technical performance and advances in technology that result in new products and improved price/performance ratios;

 • product differentiation, availability and reliability;

 • the depth of our capabilities;

 • our reputation among customers as a quality provider of products and services;

 • customer service and support;

 • active research and application-development programs; and

 • relative prices of our products and services.

Environmental Matters

We are subject to various laws and governmental regulations concerning environmental matters and employee safety and health in the United States and other countries. U.S. federal environmental legislation that affects us includes the Toxic Substances Control Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, and the Comprehensive Environmental Response Compensation and Liability Act (CERCLA). We are also subject to regulation by the Occupational Safety and Health Administration (OSHA) concerning employee safety and health matters. The United States Environmental Protection Agency (EPA), OSHA, and other federal agencies have the authority to promulgate regulations that have an effect on our operations.

In addition to these federal activities, various states have been delegated certain authority under the aforementioned federal statutes as well as having authority over these matters under state laws. Many state and local governments have adopted environmental and employee safety and health laws and regulations, some of which are similar to federal requirements.

 

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Business (continued)

 A number of our operations involve the handling, manufacturing, use or sale of substances that are or could be classified as toxic or hazardous materials within the meaning of applicable laws. Consequently, some risk of environmental harm is inherent in our operations and products, as it is with other companies engaged in similar businesses.

 Our expenses for environmental requirements are incurred generally for ongoing compliance and historical remediation matters. Based on current information, we believe that these compliance costs are not material. For historical remediation obligations, our expenditures relate primarily to the cost of permitting, installing, and operating and maintaining groundwater-treatment systems and other remedial measures.

Our Fair Lawn and Somerville, New Jersey facilities entered into administrative consent orders with the New Jersey Department of Environmental Protection in 1984 to maintain groundwater-remediation activities at these sites, and are currently under the State’s Licensed Site Remediation Professional Program. As the owner of the Fair Lawn facility, we are listed as a potentially responsible party for remediation within an area called the Fair Lawn Wellfields Superfund Site, and, in 2008, the company and certain other parties entered into a consent order with the U.S. Environmental Protection Agency (USEPA) to complete a Remedial Investigation/Feasibility Study. In 2011, our Life Technologies subsidiary entered into a consent decree with the USEPA and other responsible parties to implement a groundwater remedy at the former Davis Landfill Superfund site in Smithfield, Rhode Island.

We record accruals for environmental 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. We calculate estimates based upon several factors, including reports prepared by environmental specialists and management’s knowledge and experience with these environmental matters. We include in these estimates potential costs for investigation, remediation and operation and maintenance of cleanup sites. Accrued liabilities for environmental matters totaled $32 million at December 31, 2014.

These environmental liabilities do not include third-party recoveries to which we may be entitled. We believe that our accrual is adequate for the environmental liabilities we currently expect to incur. As a result we believe that our ultimate liability with respect to environmental matters will not have a material adverse effect on our financial position, results of operations or cash flows. However, we may be subject to 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, changes in the conduct of our operations, and the effect of changes in accounting rules, which could have a material adverse effect on our financial position, results of operations or cash flows.

Regulatory Affairs

Our operations, and some of the products we offer, are subject to a number of complex and stringent laws and regulations governing the production, handling, transportation and distribution of chemicals, drugs and other similar products, including the operating and security standards of the Food and Drug Administration, the Drug Enforcement Administration, the Bureau of Alcohol, Tobacco, Firearms and Explosives, and various state boards of pharmacy as well as comparable state and foreign agencies. As Thermo Fisher’s businesses also include export and import activities, we are subject to pertinent laws enforced by the U.S. Departments of Commerce, State and Treasury. In addition, our logistics activities must comply with the rules and regulations of the Department of Transportation, the Federal Aviation Administration and similar foreign agencies. While we believe we are in compliance in all material respects with such laws and regulations, any noncompliance could result in substantial fines or otherwise restrict our ability to provide competitive distribution services and thereby have an adverse effect on our financial condition. To date, none has had a material impact on our operations.

 

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Business (continued)

 We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by leading to a reduction in revenue associated with these customers. We have agreements relating to the sale of our products to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government. We are also subject to investigation for compliance with the regulations governing government contracts. A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment.

Number of Employees

We have approximately 51,000 employees.

Financial Information About Geographic Areas

Financial information about geographic areas is summarized in Note 3 to our Consolidated Financial Statements, which begin on page F-1 of this report.

Available Information

The company files annual, quarterly and current reports, proxy statements and other documents with the Securities and Exchange Commission (SEC) under the Exchange Act. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains a website that contains reports, proxy and information statements and other information that issuers, including the company, file electronically with the SEC. The public can obtain any documents that we file with the SEC at www.sec.gov. We also make available free of charge on or through our own website at www.thermofisher.com our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In addition, paper copies of these documents may be obtained free of charge by writing to the company care of its Investor Relations Department at our principal executive office located at 81 Wyman Street, Waltham, Massachusetts 02451.

Executive Officers of the Registrant

Name	Age	Present Title (Fiscal Year First Became Executive Officer)
Marc N. Casper	46	President and Chief Executive Officer (2001)
Alan J. Malus	55	Executive Vice President (2006)
Mark P. Stevenson	52	Executive Vice President (2014)
Seth H. Hoogasian	60	Senior Vice President, General Counsel and Secretary (2001)
Thomas W. Loewald	51	Senior Vice President (2012)
Andrew J. Thomson	50	Senior Vice President (2012)
Peter M. Wilver	55	Senior Vice President and Chief Financial Officer (2003)
Peter E. Hornstra	55	Vice President and Chief Accounting Officer (2001)

Mr. Casper was appointed President and Chief Executive Officer in October 2009. He was Chief Operating Officer from May 2008 to October 2009 and Executive Vice President from November 2006 to October 2009. He was Senior Vice President from December 2003 to November 2006. From December 2001 to December 2003 he was Vice President.

Mr. Malus was appointed Executive Vice President of Thermo Fisher Scientific in January 2012 and was appointed President, Laboratory Products and Services in January 2014. He was President, Analytical Technologies from January 2012 to January 2014. He was President, Laboratory Products from July 2008 to January 2012, President, Customer Channels from November 2006 to July 2008 and was appointed Senior Vice President of Thermo Fisher Scientific in November 2006.

 

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Business (continued)

 Mr. Stevenson was appointed Executive Vice President and President, Life Sciences Solutions in February 2014. Prior to the acquisition of Life Technologies, Mr. Stevenson was President and Chief Operating Officer of Life Technologies from November 2008 to February 2014 and previously President and Chief Operating Officer of Applied Biosystems, Life Technologies’ predecessor entity, from December 2007 to November 2008.

Mr. Hoogasian was appointed Senior Vice President in November 2006, Secretary in 2001 and General Counsel in 1992. He was Vice President from 1996 to November 2006.

Mr. Loewald was appointed Senior Vice President of Thermo Fisher Scientific in January 2012 and appointed President, Analytical Instruments in January 2014. He was President, Laboratory Products from January 2012 to January 2014. He was President of the Laboratory Equipment business from August 2008 to December 2011 and was President of the Environmental Instruments business from October 2006 until August 2008.

Mr. Thomson was appointed Senior Vice President of Thermo Fisher Scientific and President, Specialty Diagnostics in February 2012. He was President of the Clinical Diagnostics business from October 2009 to May 2012 and was Vice President and General Manager for North America for the Microbiology business from January 2009 until October 2009.

Mr. Wilver was appointed Senior Vice President in November 2006 and Chief Financial Officer in October 2004. He was Vice President and Chief Financial Officer from October 2004 to November 2006. Mr. Wilver is retiring from the Company on March 31, 2016, and will cease to be the Senior Vice President and Chief Financial Officer on August 1, 2015.

Mr. Hornstra was appointed Vice President in February 2007 and Chief Accounting Officer in January 2001. He was Corporate Controller from January 1996 to February 2007.

Item 1A.         Risk Factors

Set forth below are the risks that we believe are material to our investors. This section contains forward-looking statements. You should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page 4.

We must develop new products, adapt to rapid and significant technological change and respond to introductions of new products by competitors to remain competitive. Our growth strategy includes significant investment in and expenditures for product development. We sell our products in several industries that are characterized by rapid and significant technological changes, frequent new product and service introductions and enhancements and evolving industry standards. Competitive factors include technological innovation, price, service and delivery, breadth of product line, customer support, e-business capabilities and the ability to meet the special requirements of customers. Our competitors may adapt more quickly to new technologies and changes in customers’ requirements than we can. Without the timely introduction of new products, services and enhancements, our products and services will likely become technologically obsolete over time, in which case our revenue and operating results would suffer.

Many of our existing products and those under development are technologically innovative and require significant planning, design, development and testing at the technological, product and manufacturing-process levels. Our customers use many of our products to develop, test and manufacture their own products. As a result, we must anticipate industry trends and develop products in advance of the commercialization of our customers’ products. If we fail to adequately predict our customers’ needs and future activities, we may invest heavily in research and development of products and services that do not lead to significant revenue.

It may be difficult for us to implement our strategies for improving internal growth. Some of the markets in which we compete have been flat or declining over the past several years. To address this issue, we are pursuing a number of strategies to improve our internal growth, including:

 

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Risk Factors (continued)

• strengthening our presence in selected geographic markets;

• allocating research and development funding to products with higher growth prospects;

• developing new applications for our technologies;

• expanding our service offerings;

• continuing key customer initiatives;

• combining sales and marketing operations in appropriate markets to compete more effectively;

• finding new markets for our products; and

•  continuing the development of commercial tools and infrastructure to increase and support cross-selling opportunities of products and services to take advantage of our depth in product offerings.

We may not be able to successfully implement these strategies, and these strategies may not result in the expected growth of our business.

Our business is affected by general economic conditions and related uncertainties affecting markets in which we operate. Our business is affected by general economic conditions, both inside and outside the U.S. If the global economy and financial markets, or economic conditions in Europe, the U.S. or other key markets, are unstable, it could adversely affect the business, results of operations and financial condition of the company and its customers, distributors, and suppliers, having the effect of:

• reducing demand for some of our products;

• increasing the rate of order cancellations or delays;

• increasing the risk of excess and obsolete inventories;

• increasing pressure on the prices for our products and services; and

• creating longer sales cycles and greater difficulty in collecting sales proceeds.

For example, recent developments in Europe have created uncertainty with respect to the ability of certain European countries to continue to service their sovereign debt obligations. This debt crisis could result in customers in Europe taking longer to pay for products they have purchased from us, or being unable to pay at all. The continued weakness in world economies makes the strength and timing of any economic recovery uncertain, and there can be no assurance that global economic conditions will not deteriorate further.

Demand for some of our products depends on capital spending policies of our customers and on government funding policies. Our customers include pharmaceutical and chemical companies, laboratories, universities, healthcare providers, government agencies and public and private research institutions. Many factors, including public policy spending priorities, available resources and product and economic cycles, have a significant effect on the capital spending policies of these entities.

Spending by some of these customers fluctuates based on budget allocations and the timely passage of the annual federal budget. An impasse in federal government budget decisions could lead to substantial delays or reductions in federal spending. In fiscal year 2013, the U.S. Government was unable to reach agreement on budget reduction measures required by the Budget Control Act of 2011. As a result, in early 2013, an enforcement mechanism known as sequestration went into effect, which triggered one year of budget reductions. Despite agreement not to impose similar cuts in fiscal years 2014 and 2015, it is possible that Congress will allow similar cuts to occur again in fiscal year 2016 and beyond.

Unless Congress and the Administration take further action, government funding would be reduced for certain of our customers, including those who are dependent on funding from the National Institutes of Health, which would likely have a significant effect on these entities’ spending policies. These policies in turn can have a significant effect on the demand for our products.

 

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Risk Factors (continued)

Integrating the Life Technologies businesses into Thermo Fisher’s existing businesses may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the transaction may not be fully realized. The success of the acquisition of Life Technologies, including the realization of anticipated benefits and cost savings, will depend, in part, on our ability to successfully combine the businesses of Thermo Fisher and Life Technologies. The integration may be more difficult, costly or time consuming than expected. It is possible that the integration process could result in the loss of key employees or the disruption of each company’s ongoing businesses or that the alignment of standards, controls, procedures and policies may adversely affect the combined company’s ability to maintain relationships with clients, customers, suppliers and employees or to fully achieve the anticipated benefits and cost savings of the transaction. The loss of key employees could adversely affect our ability to successfully conduct our business in the markets in which Life Technologies operated prior to closing, which could have an adverse effect on our financial results and the value of our common stock. Other potential difficulties of combining the business of Thermo Fisher and Life Technologies include unanticipated issues in integrating manufacturing, logistics, information communications and other systems.

If we experience difficulties with the integration process, the anticipated benefits of the transaction may not be realized fully, or may take longer to realize than expected. Integration efforts may also divert management attention and resources. These integration matters could have an adverse effect on the company.

As a multinational corporation, we are exposed to fluctuations in currency exchange rates, which could adversely affect our cash flows and results of operations. International markets contribute a substantial portion of our revenues, and we intend to continue expanding our presence in these regions. The exposure to fluctuations in currency exchange rates takes on different forms. International revenues and costs are subject to the risk that fluctuations in exchange rates could adversely affect our reported revenues and profitability when translated into U.S. dollars for financial reporting purposes. These fluctuations could also adversely affect the demand for products and services provided by us. As a multinational corporation, our businesses occasionally invoice third-party customers in currencies other than the one in which they primarily do business (the “functional currency”). Movements in the invoiced currency relative to the functional currency could adversely impact our cash flows and our results of operations. Should our international sales grow, exposure to fluctuations in currency exchange rates could have a larger effect on our financial results. In 2013, currency translation had an unfavorable effect of $36 million on the revenues of our continuing operations due to the strengthening of the U.S. dollar relative to other currencies in which the company sells products and services, and in 2014, currency translation had an unfavorable effect on revenues of our continuing operations of $60 million. For 2015, the company is expecting a significant negative impact on revenues and operating income due to the stronger U.S. dollar.

Healthcare reform legislation could adversely impact us. The Patient Protection and Affordable Care Act could have an adverse impact on us. Some of the potential consequences, such as a reduction in governmental support of healthcare services or adverse changes to the delivery or pricing of healthcare services or products or mandated benefits, may cause healthcare-industry participants to purchase fewer of our products and services or to reduce the prices they are willing to pay for our products or services.

Our inability to protect our intellectual property could have a material adverse effect on our business. In addition, third parties may claim that we infringe their intellectual property, and we could suffer significant litigation or licensing expense as a result. We place considerable emphasis on obtaining patent and trade secret protection for significant new technologies, products and processes because of the length of time and expense associated with bringing new products through the development process and into the marketplace. Our success depends in part on our ability to develop patentable products and obtain and enforce patent protection for our products both in the United States and in other countries. We own numerous U.S. and foreign patents, and we intend to file additional applications, as appropriate, for patents covering our products. Patents may not be issued for any pending or future patent applications owned by or licensed to us, and the claims allowed under any issued patents may not be sufficiently broad to protect our technology. Any issued patents owned by or licensed to us may be challenged, invalidated or circumvented, and the rights under these patents may not provide us with competitive advantages. In addition, competitors may design around our technology or develop competing technologies. Intellectual property rights may also be unavailable or limited in some foreign countries, which could make it easier for competitors to capture increased market position. We could incur substantial costs to defend ourselves in suits brought against us or in suits in which we may assert our patent rights against others. An unfavorable outcome of any such litigation could materially adversely affect our business and results of operations.

 

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Risk Factors (continued)

We also rely on trade secrets and proprietary know-how with which we seek to protect our products, in part, by confidentiality agreements with our collaborators, employees and consultants. These agreements may be breached and we may not have adequate remedies for any breach. In addition, our trade secrets may otherwise become known or be independently developed by our competitors.

Third parties may assert claims against us to the effect that we are infringing on their intellectual property rights. With our acquisition of Life Technologies, we became party to several lawsuits in which plaintiffs claim we infringe their intellectual property (Note 10). We could incur substantial costs and diversion of management resources in defending these claims, which could have a material adverse effect on our business, financial condition and results of operations. In addition, parties making these claims could secure a judgment awarding substantial damages, as well as injunctive or other equitable relief, which could effectively block our ability to make, use, sell, distribute, or market our products and services in the United States or abroad. In the event that a claim relating to intellectual property is asserted against us, or third parties not affiliated with us hold pending or issued patents that relate to our products or technology, we may seek licenses to such intellectual property or challenge those patents. However, we may be unable to obtain these licenses on commercially reasonable terms, if at all, and our challenge of the patents may be unsuccessful. Our failure to obtain the necessary licenses or other rights could prevent the sale, manufacture, or distribution of our products and, therefore, could have a material adverse effect on our business, financial condition and results of operations.

Changes in governmental regulations may reduce demand for our products or increase our expenses. We compete in many markets in which we and our customers must comply with federal, state, local and international regulations, such as environmental, health and safety and food and drug regulations. We develop, configure and market our products to meet customer needs created by those regulations. Any significant change in regulations could reduce demand for our products or increase our expenses. For example, many of our instruments are marketed to the pharmaceutical industry for use in discovering and developing drugs. Changes in the U.S. Food and Drug Administration’s regulation of the drug discovery and development process could have an adverse effect on the demand for these products.

If our security products do not operate as designed and fail to detect explosives or radiation, we could be exposed to product liability and related claims for which we may not have adequate insurance coverage. Products currently or previously sold by our environmental and process instruments and radiation measurement and security instruments businesses include fixed and portable instruments used for chemical, radiation and trace explosives detection. These products are used in airports, embassies, cargo facilities, border crossings and other high-threat facilities for the detection and prevention of terrorist acts. If any of these products were to malfunction, it is possible that explosive or radioactive material could fail to be detected by our product, which could lead to product liability claims. There are also many other factors beyond our control that could lead to liability claims, such as the reliability and competence of the customers’ operators and the training of such operators. Any such product liability claims brought against us could be significant and any adverse determination may result in liabilities in excess of our insurance coverage. Although we carry product liability insurance, we cannot be certain that our current insurance will be sufficient to cover these claims or that it can be maintained on acceptable terms, if at all.

Our inability to complete pending acquisitions or to successfully integrate any new or previous acquisitions could have a material adverse effect on our business. Our business strategy includes the acquisition of technologies and businesses that complement or augment our existing products and services. Certain acquisitions may be difficult to complete for a number of reasons, including the need for antitrust and/or other regulatory approvals. Any acquisition we may complete may be made at a substantial premium over the fair value of the net identifiable assets of the acquired company. Further, we may not be able to integrate acquired businesses successfully into our existing businesses, make such businesses profitable, or realize anticipated cost savings or synergies, if any, from these acquisitions, which could adversely affect our business.

 

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Risk Factors (continued)

Moreover, we have acquired many companies and businesses. As a result of these acquisitions, we recorded significant goodwill and indefinite-lived intangible assets (primarily tradenames) on our balance sheet, which amount to approximately $18.84 billion and $1.30 billion, respectively, as of December 31, 2014. In addition, we have definite-lived intangible assets totaling $14.11 billion as of December 31, 2014. We assess the realizability of goodwill and indefinite-lived intangible assets annually as well as whenever events or changes in circumstances indicate that these assets may be impaired. We assess the realizability of definite-lived intangible assets whenever events or changes in circumstances indicate that these assets may be impaired. These events or circumstances would generally include operating losses or a significant decline in earnings associated with the acquired business or asset. Our ability to realize the value of the goodwill and intangible assets will depend on the future cash flows of these businesses. These cash flows in turn depend in part on how well we have integrated these businesses. If we are not able to realize the value of the goodwill and intangible assets, we may be required to incur material charges relating to the impairment of those assets.

We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by leading to a reduction in revenue associated with these customers. We have agreements relating to the sale of our products to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government. The laws governing government contracts differ from the laws governing private contracts and government contracts may contain pricing terms and conditions that are not applicable to private contracts. We are also subject to investigation for compliance with the regulations governing government contracts. A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment.

Because we compete directly with certain of our larger customers and product suppliers, our results of operations could be adversely affected in the short term if these customers or suppliers abruptly discontinue or significantly modify their relationship with us. Our largest customer in the laboratory products business is also a significant competitor. Our business may be harmed in the short term if our competitive relationship in the marketplace with certain of our large customers results in a discontinuation of their purchases from us. In addition, we manufacture products that compete directly with products that we source from third-party suppliers. We also source competitive products from multiple suppliers. Our business could be adversely affected in the short term if any of our large third-party suppliers abruptly discontinues selling products to us.

Because we rely heavily on third-party package-delivery services, a significant disruption in these services or significant increases in prices may disrupt our ability to ship products, increase our costs and lower our profitability. We ship a significant portion of our products to our customers through independent package delivery companies, such as Federal Express in the U.S. and DHL in Europe. We also maintain a small fleet of vehicles dedicated to the delivery of our products and ship our products through other carriers, including national and regional trucking firms, overnight carrier services and the U.S. Postal Service. If one or more of these third-party package-delivery providers were to experience a major work stoppage, preventing our products from being delivered in a timely fashion or causing us to incur additional shipping costs we could not pass on to our customers, our costs could increase and our relationships with certain of our customers could be adversely affected. In addition, if one or more of these third-party package-delivery providers were to increase prices, and we were not able to find comparable alternatives or make adjustments in our delivery network, our profitability could be adversely affected.

We are required to comply with a wide variety of laws and regulations, and are subject to regulation by various federal, state and foreign agencies. For example, some of our operations are subject to regulation by the U.S. Food and Drug Administration and similar international agencies. These regulations govern a wide variety of product activities, from design and development to labeling, manufacturing, promotion, sales and distribution. If we fail to comply with the U.S. Food and Drug Administration’s regulations or those of similar international agencies, we may have to recall products and/or cease their manufacture and distribution, which would increase our costs and reduce our revenues.

We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of substances that could be classified as hazardous, and our business practices in the U.S. and abroad such as anti-corruption and anti-competition laws. A failure to comply with these laws and regulations could result in criminal, civil and administrative penalties.

 

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Risk Factors (continued)

Regulations related to “conflict minerals” may cause us to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing our products. In 2012 the SEC adopted a rule requiring disclosures by public companies of specified minerals, known as conflict minerals, that are necessary to the functionality or production of products manufactured or contracted to be manufactured. The rule requires an annual disclosure report to be filed, and requires companies to perform due diligence and disclose and report whether or not such minerals originate from the Democratic Republic of Congo or an adjoining country. The rule could affect sourcing at competitive prices and availability in sufficient quantities of certain minerals used in the manufacture of our products, including tantalum, tin, gold and tungsten. The number of suppliers who provide conflict-free minerals may be limited. In addition, there may be material costs associated with complying with the disclosure requirements, such as costs related to determining the source of certain minerals used in our products, as well as costs of possible changes to products, processes, or sources of supply as a consequence of such verification activities. As our supply chain is complex, we may not be able to sufficiently verify the origins of the relevant minerals used in our products through the due diligence procedures that we undertake, which may harm our reputation. In addition, we may encounter challenges to satisfy those customers who require that all of the components of our products be certified as conflict-free, which could place us at a competitive disadvantage if we are unable to do so.

Our business could be adversely affected by disruptions at our sites. We rely upon our manufacturing operations to produce many of the products we sell and our warehouse facilities to store products, pending sale. Any significant disruption of those operations for any reason, such as strikes or other labor unrest, power interruptions, fire or other events beyond our control could adversely affect our sales and customer relationships and therefore adversely affect our business. We have significant operations in California, near major earthquake faults, which makes us susceptible to earthquake risk. Although most of our raw materials are available from a number of potential suppliers, our operations also depend upon our ability to obtain raw materials at reasonable prices. If we are unable to obtain the materials we need at a reasonable price, we may not be able to produce certain of our products or we may not be able to produce certain of these products at a marketable price, which could have an adverse effect on our results of operations.

Fluctuations in our effective tax rate may adversely affect our results of operations and cash flows. As a global company, we are subject to taxation in numerous countries, states and other jurisdictions. In preparing our financial statements, we record the amount of tax that is payable in each of the countries, states and other jurisdictions in which we operate. Our future effective tax rate, however, may be lower or higher than experienced in the past due to numerous factors, including a change in the mix of our profitability from country to country, changes in accounting for income taxes and recently enacted and future changes in tax laws in jurisdictions in which we operate. Any of these factors could cause us to experience an effective tax rate significantly different from previous periods or our current expectations, which could have an adverse effect on our business, results of operations and cash flows.

We may incur unexpected costs from increases in fuel and raw material prices, which could reduce our earnings and cash flow. Our primary commodity exposures are for fuel, petroleum-based resins and steel. While we may seek to minimize the impact of price increases through higher prices to customers and various cost-saving measures, our earnings and cash flows could be adversely affected in the event these measures are insufficient to cover our costs.

Unforeseen problems with the implementation and maintenance of our information systems could have an adverse effect on our operations. As a part of our ongoing effort to upgrade our current information systems, we periodically implement new enterprise resource planning software and other software applications to manage certain of our business operations. As we implement and add functionality, problems could arise that we have not foreseen. Such problems could adversely impact our ability to provide quotes, take customer orders and otherwise run our business in a timely manner. In addition, if our new systems fail to provide accurate pricing and cost data our results of operations and cash flows could be adversely affected.

 

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Risk Factors (continued)

We also rely on our technology infrastructure, among other functions, to interact with suppliers, sell our products and services, fulfill orders and bill, collect and make payments, ship products, provide services and support to customers, track customers, fulfill contractual obligations and otherwise conduct business. Our systems may be vulnerable to damage or interruption from natural disasters, power loss, telecommunication failures, terrorist attacks, computer viruses, computer denial-of-service attacks, unauthorized access to customer or employee data or company trade secrets, and other attempts to harm our systems. When we upgrade or change systems, we may suffer interruptions in service, loss of data or reduced functionality. Certain of our systems are not redundant, and our disaster recovery planning is not sufficient for every eventuality. Despite any precautions we may take, such problems could result in, among other consequences, interruptions in our services, which could harm our reputation and financial results.

Our debt may restrict our investment opportunities or limit our activities. As of December 31, 2014, we had approximately $14.56 billion in outstanding indebtedness. In addition, we have a revolving credit facility that provides for up to $2.00 billion of unsecured multi-currency revolving credit. We may also obtain additional long-term debt and lines of credit to meet future financing needs, which would have the effect of increasing our total leverage.

Our leverage could have negative consequences, including increasing our vulnerability to adverse economic and industry conditions, limiting our ability to obtain additional financing and limiting our ability to acquire new products and technologies through strategic acquisitions.

Our ability to make scheduled payments, refinance our obligations or obtain additional financing will depend on our future operating performance and on economic, financial, competitive and other factors beyond our control. Our business may not generate sufficient cash flow to meet our obligations. If we are unable to service our debt, refinance our existing debt or obtain additional financing, we may be forced to delay strategic acquisitions, capital expenditures or research and development expenditures.

Additionally, the agreements governing our debt require that we maintain certain financial ratios, and contain affirmative and negative covenants that restrict our activities by, among other limitations, limiting our ability to incur additional indebtedness, make investments, create liens, sell assets and enter into transactions with affiliates. The covenants in our revolving credit facility and the term credit facility that we entered into to partially finance the Life Technologies acquisition include a total debt-to-EBITDA ratio and an interest coverage ratio. Specifically, the company has agreed that, so long as any lender has any commitment under either facility, or any loan or other obligation is outstanding under either facility, or any letter of credit is outstanding under the revolving credit facility, it will not permit (as the following terms are defined in the facility) the Consolidated Leverage Ratio (the ratio of consolidated Indebtedness to Consolidated EBITDA) as at the last day of any fiscal quarter to be greater than 4.5 to 1.0 until February 2015 and decreasing, based on the passage of time, to 3.5 to 1.0, by August 2015 or the Consolidated Interest Coverage Ratio (the ratio of Consolidated EBITDA to Consolidated Interest Expense) to be less than 3.0 to 1.0.

Our ability to comply with these financial restrictions and covenants is dependent on our future performance, which is subject to prevailing economic conditions and other factors, including factors that are beyond our control such as foreign exchange rates and interest rates. Our failure to comply with any of these restrictions or covenants may result in an event of default under the applicable debt instrument, which could permit acceleration of the debt under that instrument and require us to prepay that debt before its scheduled due date. Also, an acceleration of the debt under certain of our debt instruments would trigger an event of default under other of our debt instruments.

Item 1B.         Unresolved Staff Comments

Not applicable.

 

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Item 2.            Properties

The location and general character of our principal properties by segment are as follows:

Life Sciences Solutions

We own approximately 2.1 million square feet of office, engineering, laboratory and production space, principally in California, New York, Maryland and Illinois within the U.S., and in the U.K., Lithuania and New Zealand. We lease approximately 2.5 million square feet of office, engineering, laboratory and production space, principally in California, Texas, Utah, Massachusetts and Maryland within the U.S., and in Singapore, Germany, China, Netherlands and India, under various leases that expire between 2015 and 2028.

Analytical Instruments

We own approximately 1.7 million square feet of office, engineering, laboratory and production space, principally in California, Massachusetts, Wisconsin, and Minnesota within the U.S., and in Germany, Italy and Switzerland. We lease approximately1.6 million square feet of office, engineering, laboratory and production space, principally in Texas, Massachusetts, California, Tennessee, Illinois, Pennsylvania and Florida within the U.S., and in China, Germany, the U.K., Australia and Japan, under various leases that expire between 2015 and 2029.

Specialty Diagnostics

We own approximately 2.1 million square feet of office, engineering, laboratory and production space, principally in Virginia, Kansas, California and New Hampshire within the U.S., and in Sweden, Germany, the U.K. and Switzerland. We lease approximately 1.6 million square feet of office, engineering, laboratory and production space, principally in California, Kansas, Michigan and Wisconsin within the U.S., and in Finland, China, the U.K., France and Germany under various leases that expire between 2015 and 2024.

Laboratory Products and Services

We own approximately 6.1 million square feet of office, engineering, laboratory, warehouse and production space, principally in Pennsylvania, New York, New Jersey, North Carolina, Illinois, Ohio, Georgia and Texas within the U.S., and in the U.K., Germany, Canada, Denmark and France. We lease approximately 3.5 million square feet of office, engineering, laboratory, warehouse and production space, principally in California, Pennsylvania, Maryland, Tennessee, North Carolina, Massachusetts and Illinois, within the U.S. and in Australia, Germany, the U.K., Mexico, Singapore, China, New Zealand, and Japan under various leases that expire between 2015 and 2038.

Corporate Headquarters

We lease approximately 100,000 square feet of office space in Massachusetts under leases that expire between 2015 and 2016.

We believe that all of the facilities that we are currently using are in good condition and are suitable and adequate to meet our current needs. If we are unable to renew any of the leases that are due to expire in 2015 or 2016, we believe that suitable replacement properties are available on commercially reasonable terms.

 

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Item 3.            Legal Proceedings

There are various lawsuits and claims against the company involving product liability, intellectual property, employment, and contractual issues. See “Note 10 to our Consolidated Financial Statements – Commitments and Contingencies.”

Item 4.            Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Price of Common Stock

Our common stock is traded on the New York Stock Exchange under the symbol TMO. The following table sets forth the high and low sale prices of the company’s common stock for 2014 and 2013, as reported in the consolidated transaction reporting system.

	2014				2013
	High		Low		High		Low
First Quarter	$	127.63	$	109.08	$	78.04	$	64.54
Second Quarter		123.37		112.02		89.50		75.27
Third Quarter		127.21		116.36		94.74		84.41
Fourth Quarter		129.77		107.33		111.44		89.71

The closing price of the company’s common stock on December 31, 2014 and 2013, was $125.29 and $111.35, respectively.

The following table sets forth the per share dividends declared on the company’s common stock for 2014 and 2013.

		2014		2013
First Quarter	$	0.15	$	0.15
Second Quarter		0.15		0.15
Third Quarter		0.15		0.15
Fourth Quarter		0.15		0.15

Our payment of dividends in the future will be determined by our Board of Directors and will depend upon our earnings, financial condition and other factors.

Holders of Common Stock

As of January 31, 2015, the company had 4,713 holders of record of its common stock. This does not include holdings in street or nominee names.

Issuer Purchases of Equity Securities

There was no share repurchase activity for the company’s fourth quarter of 2014. On November 8, 2012, the Board of Directors authorized the repurchase of up to $1.00 billion of the company’s common stock beginning January 1, 2013. At December 31, 2014, $910 million was available for future repurchases of the company’s common stock under this authorization.

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Item 6.            Selected Financial Data

(In millions except per share amounts)	2014 (a)		2013 (b)		2012 (c)		2011 (d)		2010 (e)
Statement of Income Data
Revenues	$	16,889.6	$	13,090.3	$	12,509.9	$	11,558.8	$	10,393.1
Operating Income		2,503.0		1,609.6		1,482.1		1,250.8		1,188.1
Income from Continuing Operations		1,895.5		1,279.1		1,258.4		1,023.4		986.1
Net Income		1,894.4		1,273.3		1,177.9		1,329.9		1,035.6
Earnings per Share from Continuing      Operations:
Basic		4.76		3.55		3.46		2.69		2.45
Diluted		4.71		3.50		3.43		2.66		2.41
Earnings per Share:
Basic		4.76		3.53		3.24		3.49		2.57
Diluted		4.71		3.48		3.21		3.46		2.53
Cash Dividends Declared per Share		.60		.60		.54		—		—
Balance Sheet Data
Working Capital	$	1,190.0	$	6,754.7	$	2,741.5	$	1,708.8	$	2,425.2
Total Assets		42,852.1		31,863.4		27,444.6		26,833.7		21,349.4
Long-term Obligations		12,351.6		9,499.6		7,031.2		5,755.2		2,031.3
Shareholders' Equity		20,548.1		16,856.1		15,464.7		15,038.1		15,361.0

The caption“restructuring and other costs/income” in the notes below includes amounts charged to cost of revenues, primarily for the sale of inventories revalued at the date of acquisition, and charges/credits to selling, general and administrative expense primarily for significant acquisition transaction costs.

(a)   Reflects $139.9 million of pre-tax income from gains on sale of businesses, net of restructuring and other costs; and after-tax loss of $1.1 million related to the company’s discontinued operations. Also reflects the acquisition of Life Technologies Corporation, in February 2014.

(b)   Reflects $179.8 million of pre-tax charges for restructuring and other costs; after-tax loss of $5.8 million related to the company’s discontinued operations; and the repurchase of $89.8 million of the company’s common stock. Also reflects the issuance of $3.20 billion of long-term debt in December 2013 to fund the acquisition of Life Technologies in February 2014.

(c)   Reflects $150.2 million of pre-tax charges for restructuring and other costs; after-tax loss of $80.5 million related to the company’s discontinued operations; and the repurchase of $1.15 billion of the company’s common stock.

(d)   Reflects $230.6 million of pre-tax charges for restructuring and other costs; after-tax income of $306.5 million related to the company’s discontinued operations; and the repurchase of $1.34 billion of the company’s common stock. Also reflects the acquisitions of Dionex Corporation, in May 2011, and the Phadia group, in August 2011.

(e)   Reflects $76.4 million of pre-tax charges for restructuring and other costs; after-tax income of $49.5 million related to the company’s discontinued operations; and the repurchase of $1.01 billion of the company’s common stock.

 

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Item 7.            Management’s Discussion and Analysis of Financial Condition and Results of Operations

Reference is made throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations to Notes to Consolidated Financial Statements, which begin on page F-1 of this report.

Overview

 The company develops, manufactures and sells a broad range of products that are sold worldwide. The company expands the product lines and services it offers by developing and commercializing its own technologies and by making strategic acquisitions of complementary businesses. The company’s continuing operations fall into four business segments (see Note 3): Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics and Laboratory Products and Services.

Recent Acquisitions and Divestitures

The company’s strategy is to augment internal growth at existing businesses with complementary acquisitions such as its 2014 acquisition of Life Technologies.

On February 3, 2014, the company completed the acquisition of Life Technologies Corporation for a total purchase price of $15.30 billion, net of cash acquired, including the assumption of $2.28 billion of debt. The company issued debt and common stock in late 2013 and early 2014 to partially fund the acquisition discussed below under the caption “Liquidity and Capital Resources”. Life Technologies was integrated into the Life Sciences Solutions segment and provides innovative products and services to customers conducting scientific research and genetic analysis, as well as those in applied markets, such as forensics and food safety testing. Life Technologies’ revenues totaled $3.87 billion in 2013.

On March 21, 2014, the company sold its legacy sera and media, gene modulation and magnetic beads businesses to GE Healthcare for $1.06 billion, net of cash divested. The sale of these businesses resulted in a pre-tax gain of approximately $761 million included in restructuring and other costs (income), net. The businesses fell principally in the Life Sciences Solutions segment. Divestiture of these businesses was a condition to obtaining antitrust approval for the Life Technologies acquisition. Revenues and operating income of the businesses sold were approximately $250 million and $64 million, respectively, for the year ended December 31, 2013 and $61 million and $12 million, respectively, in 2014 through the date of sale.

On August 15, 2014, the company sold its Cole-Parmer specialty channel business, part of the Laboratory Products and Services segment, for $480 million in cash, net of cash divested. The sale of this business resulted in a pre-tax gain of approximately $134 million, included in restructuring and other costs (income), net. Revenues and operating income of the business sold were approximately $232 million and $43 million, respectively, for the year ended December 31, 2013 and $149 million and $28 million, respectively, in 2014 through the date of sale.

Overview of Results of Operations and Liquidity

(Dollars in millions)	2014					2013
Revenues
Life Sciences Solutions	$	4,195.7		24.8	%	$	712.5		5.4	%
Analytical Instruments		3,252.2		19.3	%		3,154.2		24.1	%
Specialty Diagnostics		3,343.6		19.8	%		3,191.7		24.4	%
Laboratory Products       and Services		6,601.5		39.1	%		6,398.8		48.9	%
Eliminations		(503.4	)	(3.0	)%		(366.9	)	(2.8	)%
	$	16,889.6		100	%	$	13,090.3		100	%

 

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview of Results of Operations and Liquidity (continued)

 Sales in 2014 were $16.89 billion, an increase of $3.80 billion from 2013. Sales increased $3.31 billion due to acquisitions, net of divestitures. The unfavorable effects of currency translation resulted in a decrease in revenues of $60 million in 2014. Aside from the effects of currency translation and acquisitions/divestitures, revenues increased $549 million (4%) primarily due to increased demand. Demand from biopharma customers remained strong. Sales to customers in healthcare and industrial markets grew moderately while sales to academic and government markets grew modestly in 2014. Sales growth was strong in Europe and moderate in North America and Asia. Revenues and operating income of the company’s non-U.S. operations are translated into U.S. dollars to report consolidated results. Based on weakening of currency exchange rates against the U.S. dollar that occurred in late 2014 and early 2015, the company currently expects that there will be a significant adverse effect on reported amounts of revenues and operating income in 2015 as a result of the stronger U.S. dollar.

In 2014, total company operating income and operating income margin were $2.50 billion and 14.8%, respectively, compared with $1.61 billion and 12.3%, respectively, in 2013. The increase in operating income and operating income margin was primarily due to net gains of $895 million on the sale of businesses, inclusion of Life Technologies’ results from the date of acquisition and, to a lesser extent, productivity improvements, net of inflationary cost increases. These increases were offset in part by $450 million of charges associated with the acquisition, as discussed below, as well as $569 million of higher amortization expenses, also primarily related to the acquisition. The company’s references throughout this discussion to productivity improvements generally refer to improved cost efficiencies from its Practical Process Improvement (PPI) business system, reduced costs resulting from global sourcing initiatives, a lower cost structure following restructuring actions, including headcount reductions and consolidation of facilities, and low cost region manufacturing.

The company’s effective tax rates were 9.2% and 3.1% in 2014 and 2013, respectively. The 2014 provision for income taxes includes $390 million related to gains on the sales of businesses. Aside from the discrete tax on the gains, the company had a benefit from income taxes primarily due to restructuring and other costs associated with the acquisition of Life Technologies as well as an increase in the expected benefit from foreign tax credits. In 2014, non-U.S. subsidiaries of the company made cash and deemed distributions to the company’s U.S. operations which resulted in no net tax cost. As a result of these distributions, the company generated U.S. foreign tax credits of $172 million, offset in part by additional U.S. income taxes of $55 million on the related foreign income. The net result of these transactions favorably affected the income tax provision by $117 million and reduced the company’s effective tax rate by 5.6 percentage points in 2014. The federal tax credit for 2014 research and development activities favorably affected the tax provision in 2014 by $20.1 million, or 1.0 percentage point. In 2014, the company recognized a discrete tax benefit of $15.4 million, or 0.7 percentage points, attributable to tax rulings related to non-U.S. subsidiaries. Due primarily to the non-deductibility of intangible asset amortization, the company’s cash payments (net of refunds) for income taxes were higher than its income tax expense for financial reporting purposes and totaled $586 million and $230 million in 2014 and 2013, respectively. The effective tax rate in both periods was also affected by relatively significant earnings in lower tax jurisdictions. The tax provision in the 2014 period was favorably affected by $5.5 million, or 0.3 percentage points, as a result of adjustments to deferred tax balances due to changes in tax rates. The U.S. Congress has not extended the tax credit for research and development activities in 2015 as of February 26, 2015.

In 2013, non-U.S. subsidiaries of the company made cash and deemed distributions to the company’s U.S. operations which resulted in no net tax cost. As a result of these distributions, the company generated U.S. foreign tax credits of $160 million offset by additional U.S. income taxes of $56 million on the related foreign income. The net result of these transactions favorably affected the income tax provision by $104 million and reduced the company’s effective tax rate by 7.9 percentage points in 2013. In addition, the effective tax rate in 2013 was also reduced by the U.S. Congress’ renewal in January 2013 of a tax credit for research and development activities for 2012 and 2013 and, to a lesser extent, financing costs associated with the acquisition of Life Technologies that are deductible in the U.S. The federal tax credit for 2012 and 2013 research and development activities favorably affected the tax provision in 2013 by $15.4 million, or 1.2 percentage points. The tax provision in the 2013 period was unfavorably affected by $5.4 million, or 0.4 percentage points, as a result of adjustments to deferred tax balances due to changes in tax rates and audit settlements.

 

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview of Results of Operations and Liquidity (continued)

 The company expects its effective tax rate in 2015 will be less than 3% based on currently forecasted rates of profitability in the countries in which the company conducts business.

Income from continuing operations increased to $1.90 billion in 2014, from $1.28 billion in 2013. The increase in operating income in the 2014 period (discussed above) was offset in part by an increase in the income tax provision in the 2014 period (discussed above) and an increase in interest expense of $218 million as a result of debt issued and assumed in connection with the acquisition of Life Technologies.

During 2014, the company’s cash flow from operations totaled $2.62 billion compared with $2.01 billion for 2013. The increase resulted from cash flow from the acquired Life Technologies operations and a lower investment in working capital items, principally due to income tax refunds and the timing of tax payments, offset in part by cash disbursements totaling $325 million related to the acquisition of Life Technologies, including severance obligations, third-party transaction/integration costs and monetizing certain equity awards held by Life Technologies employees at the date of acquisition.

 As of December 31, 2014, the company’s short-term debt totaled $2.21 billion, including $1.21 billion of senior notes, due in the first half of 2015 and $1.00 billion of minimum payments due in the next twelve months on the company’s term loan. The company has a revolving credit facility with a bank group that provides unsecured multi-currency revolving credit. In February 2015, the maximum capacity of this facility was increased from $1.50 billion to $2.00 billion. 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 December 31, 2014, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by approximately $59 million as a result of outstanding letters of credit.

The company believes that its existing cash and short-term investments of $1.35 billion as of December 31, 2014 and its future cash flow from operations together with available borrowing capacity under its revolving credit agreement will be sufficient to meet the cash requirements of its existing businesses for the foreseeable future, including at least the next 24 months.

Critical Accounting Policies and Estimates

The company’s discussion and analysis of its financial condition and results of operations is based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent liabilities. On an on-going basis, management evaluates its estimates, including those related to bad debts, inventories, business combinations, intangible assets and goodwill, equity investments, sales returns, warranty obligations, income taxes, contingencies and litigation, pension costs and stock-based compensation. Management believes the most complex and sensitive judgments, because of their significance to the consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Management bases its estimates on historical experience, current market and economic conditions and other assumptions that management believes are reasonable. The results of these estimates form the basis for judgments about the carrying value of assets and liabilities where the values are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies and Estimates (continued)

 The company believes the following represent its critical accounting policies and estimates used in the preparation of its financial statements:

(a)	Accounts Receivable
	The company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to pay amounts due. Such allowances totaled $74 million at December 31, 2014. The company estimates the amount of customer receivables that are uncollectible based on the age of the receivable, the creditworthiness of the customer and any other information that is relevant to the judgment. If the financial condition of the company’s customers were to deteriorate, reducing their ability to make payments, additional allowances would be required.
(b)	Inventories
	The company writes down its inventories for estimated excess quantities and obsolescence based on differences between the cost and estimated net realizable value taking into consideration usage in the preceding 12 months, expected demand and any other information that is relevant to the judgment. If ultimate usage or demand varies significantly from expected usage or demand, additional writedowns may be required.
(c)	Intangible Assets and Goodwill
	The company uses assumptions and estimates in determining the fair value of assets acquired and liabilities assumed in a business combination. The determination of the fair value of intangible assets, which represent a significant portion of the purchase price in many of the company’s acquisitions, requires the use of significant judgment with regard to (i) the fair value; and (ii) whether such intangibles are amortizable or non-amortizable and, if the former, the period and the method by which the intangible asset will be amortized. The company estimates the fair value of acquisition-related intangible assets principally based on projections of cash flows that will arise from identifiable intangible assets of acquired businesses. The projected cash flows are discounted to determine the present value of the assets at the dates of acquisition. Definite-lived intangible assets totaled $12.81 billion at December 31, 2014. The company reviews definite-lived intangible assets for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. Actual cash flows arising from a particular intangible asset could vary from projected cash flows which could imply different carrying values from those established at the dates of acquisition and which could result in impairment of such asset.
	The company evaluates goodwill and indefinite-lived intangible assets for impairment annually and when events occur or circumstances change that may reduce the fair value of the asset below its carrying amount. Events or circumstances that might require an interim evaluation include unexpected adverse business conditions, economic factors, unanticipated technological changes or competitive activities, loss of key personnel and acts by governments and courts. Goodwill and indefinite-lived intangible assets totaled $18.84 billion and $1.30 billion, respectively, at December 31, 2014. Estimates of future cash flows require assumptions related to revenue and operating income growth, asset-related expenditures, working capital levels and other factors. Different assumptions from those made in the company’s analysis could materially affect projected cash flows and the company’s evaluation of goodwill and indefinite-lived intangible assets for impairment.
	Projections of profitability for 2015 and thereafter and indicated fair values based on peer revenues and earnings trading multiples were sufficient to conclude that no impairment of goodwill or indefinite-lived intangible assets existed at the end of the tenth fiscal month of 2014, the date of the company’s impairment testing. There can be no assurance, however, that an economic downturn will not materially adversely affect peer trading multiples and the company’s businesses such that they do not achieve their forecasted profitability and these assets become impaired. Should the fair value of the company’s goodwill or indefinite-lived intangible assets decline because of reduced operating performance, market declines, or other indicators of impairment, or as a result of changes in the discount rate, charges for impairment may be necessary.

 

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies and Estimates (continued)

	With the completion of the Life Technologies acquisition in February 2014, the company established a new segment and reporting unit called Life Sciences Solutions. This new segment consists of the majority of the former Life Technologies businesses and the remaining Thermo Fisher biosciences businesses following anti-trust required divestitures in March 2014. Because this segment consists primarily of the acquired business, the book value of which equaled its fair value as of the acquisition date, the company believes minimal cushion of fair value over book value existed at that date. During its 2014 goodwill impairment testing, the company determined that the Life Sciences Solutions segment’s cushion of fair value over book value had increased to 9% as of October 31, 2014. Despite this favorable increase, given that the fair value is not substantially in excess of the book value, relatively small decreases in future cash flows from forecasted results or changes in discount rates or other assumptions could result in impairment of goodwill. The key variables that drive the cash flows of the reporting unit are levels of profitability and terminal value growth rate assumptions, as well as the weighted average cost of capital (WACC) rate applied. The estimates used for these assumptions represent management's best estimates, which the company believes are reasonable. These assumptions, however, are subject to uncertainty, including the degree to which the acquired business will grow revenue and profitability levels. The Life Sciences Solutions segment had $7.25 billion of goodwill, and had an overall carrying value of $14.75 billion as of December 31, 2014.
(d)	Other Long-lived Assets
	The company reviews other long-lived assets for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. Other long-lived assets totaled $3.36 billion at December 31, 2014, including $2.43 billion of fixed assets. In testing a long-lived asset for impairment, assumptions are made concerning projected cash flows associated with the asset. Estimates of future cash flows require assumptions related to revenue and operating income growth and asset-related expenditures associated with the asset being reviewed for impairment. Should future cash flows decline significantly from estimated amounts, charges for impairment of other long-lived assets may be necessary.
(e)	Revenues
	In instances where the company sells equipment with a related installation obligation, the company generally recognizes revenue related to the equipment when title passes. The company recognizes revenue related to the installation when it performs the installation. The allocation of revenue between the equipment and the installation is based on relative selling price at the time of sale. Should the relative value of either the equipment or the installation change, the company’s revenue recognition would be affected.
	In instances where the company sells equipment with customer-specified acceptance criteria, the company must assess whether it can demonstrate adherence to the acceptance criteria prior to the customer’s acceptance testing to determine the timing of revenue recognition. If the nature of customer-specified acceptance criteria were to change or grow in complexity such that the company could not demonstrate adherence, the company would be required to defer additional revenues upon shipment of its products until completion of customer acceptance testing.

 

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Critical Accounting Policies and Estimates (continued)

	The company’s software license agreements generally include multiple products and services, or “elements.” The company recognizes software license revenue based on the residual method after all elements have either been delivered or vendor specific objective evidence (VSOE) of fair value exists for any undelivered elements. In the event VSOE is not available for any undelivered element, revenue for all elements is deferred until delivery of all elements other than post-contract support is completed. Revenues from software maintenance and support contracts are recognized on a straight-line basis over the term of the contract. VSOE of fair value of software maintenance and support is determined based on the price charged for the maintenance and support when sold separately. Revenues from training and consulting services are recognized as services are performed, based on VSOE, which is determined by reference to the price customers pay when the services are sold separately.
	The company records reductions to revenue for estimated product returns by customers. Should a greater or lesser number of products be returned, additional adjustments to revenue may be required.
(f)	Warranty Obligations
	At the time the company recognizes revenue, it provides for the estimated cost of standard product warranties in cost of product revenues based primarily on historical experience and knowledge of any specific warranty problems that indicate projected warranty costs may vary from historical patterns. The liability for standard warranty obligations of the company’s continuing operations totaled $58 million at December 31, 2014. Should product failure rates or the actual cost of correcting product failures vary from estimates, revisions to the estimated warranty liability would be necessary.
(g)	Income Taxes
	In the ordinary course of business there is inherent uncertainty in quantifying the company’s income tax positions. The company assesses income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the company has recorded the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. The company’s reserve for these matters totaled $214 million at December 31, 2014. Where applicable, associated interest expense has also been recognized as a component of the provision for income taxes.
	The company operates in numerous countries under many legal forms and, as a result, is subject to the jurisdiction of numerous domestic and non-U.S. tax authorities, as well as to tax agreements and treaties among these governments. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events, such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. Changes in tax laws, regulations, agreements and treaties, currency exchange restrictions or the company’s level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of current and deferred tax balances and hence the company’s net income.
	The company estimates the degree to which tax assets and loss carryforwards will result in a benefit based on expected profitability by tax jurisdiction, and provides a valuation allowance for tax assets and loss carryforwards that it believes will more likely than not go unused. If it becomes more likely than not that a tax asset or loss carryforward will be used, the company reverses the related valuation allowance. Any such reversals are recorded as a reduction of the company’s tax provision. The company’s tax valuation allowance totaled $116 million at December 31, 2014. Should the company’s actual future taxable income by tax jurisdiction vary from estimates, additional allowances or reversals thereof may be necessary.
	The company provides a liability for future income tax payments in the worldwide tax jurisdictions in which it operates. Should tax return positions that the company expects are sustainable not be sustained upon audit, the company could be required to record an incremental tax provision for such taxes. Should previously unrecognized tax benefits ultimately be sustained, a reduction in the company’s tax provision would result.

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Critical Accounting Policies and Estimates (continued)

(h)	Contingencies and Litigation
	The company records accruals for various contingencies, including legal proceedings, environmental, workers’ compensation, product, general and auto liabilities, and other claims that arise in the normal course of business. The accruals are based on management’s judgment, historical claims experience, the probability of losses and, where applicable, the consideration of opinions of internal and or external legal counsel and actuarial estimates. Accruals of acquired businesses, including product liability and environmental accruals, were initially recorded at fair value and discounted to their net present value. Additionally, the company records receivables from third-party insurers when recovery has been determined to be probable.
(i)	Pension and Other Retiree Benefits
	Several of the company’s U.S. and non-U.S. subsidiaries sponsor defined benefit pension and other retiree benefit plans. The cost and obligations of these arrangements are calculated using many assumptions to estimate the benefits that the employee earns while working, the amount of which cannot be completely determined until the benefit payments cease. Major assumptions used in the accounting for these employee benefit plans include the discount rate, expected return on plan assets and rate of increase in employee compensation levels. Assumptions are determined based on company data and appropriate market indicators in consultation with third-party actuaries, and are evaluated each year as of the plans’ measurement date. Net periodic pension costs for the company’s pension and other postretirement benefit plans totaled $56 million in 2014. The company’s unfunded benefit obligation totaled $540 million at year-end 2014 (including plan obligations assumed in the acquisition of Life Technologies) compared with $301 million at year-end 2013. Should any of these assumptions change, they would have an effect on net periodic pension costs and the unfunded benefit obligation. For example, a 10% decrease in the discount rate would result in an annual increase in pension and other postretirement benefit expense of approximately $1 million and an increase in the benefit obligation of approximately $108 million.
	As of December 31, 2014, the company expects to contribute between $40 and $60 million to its existing defined benefit pension plans in 2015.
(j)	Stock-based Compensation
	The fair value of most stock options granted by the company is estimated using the Black-Scholes option pricing model. For option grants and restricted stock units that require achievement of both service and market conditions, a lattice model is used to estimate fair value. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Management estimates expected volatility based on the historical volatility of the company’s stock. Historical data on exercise patterns is the basis for determining the expected life of an option. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term which approximates the expected life assumed at the date of grant. The dividend yield is based on the company’s most recent quarterly dividend rate. Changes in these input variables would affect the amount of expense associated with stock-based compensation. The compensation expense recognized for all stock-based awards is net of estimated forfeitures. The company estimates forfeiture rates based on historical analysis of option forfeitures. If actual forfeitures should vary from estimated forfeitures, adjustments to compensation expense may be required.

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Results of Operations

2014 Compared With 2013

Continuing Operations

							Total			Currency			Acquisitions/
(In millions)	2014			2013			Change			Translation			Divestitures			Operations
Revenues
Life Sciences Solutions	$	4,195.7		$	712.5		$	3,483.2		$	(0.2	)	$	3,787.8		$	(304.4	)
Analytical Instruments		3,252.2			3,154.2			98.0			(29.9	)		15.3			112.6
Specialty Diagnostics		3,343.6			3,191.7			151.9			(12.4	)		10.1			154.2
Laboratory Products     and Services		6,601.5			6,398.8			202.7			(16.9	)		(92.5	)		312.1
Eliminations		(503.4	)		(366.9	)		(136.5	)		(0.3	)		(410.9	)		274.7
Consolidated Revenues	$	16,889.6		$	13,090.3		$	3,799.3		$	(59.7	)	$	3,309.8		$	549.2

Sales in 2014 were $16.89 billion, an increase of $3.80 billion from 2013. Sales increased $3.31 billion due to acquisitions, net of divestitures. The unfavorable effects of currency translation resulted in a decrease in revenues of $60 million in 2014. Aside from the effects of currency translation and acquisitions/divestitures, revenues increased $549 million (4%) primarily due to increased demand. Demand from biopharma customers remained strong. Sales to customers in healthcare and industrial markets grew moderately while sales to academic and government markets grew modestly in 2014. Sales growth was strong in Europe and moderate in North America and Asia. Revenues and operating income of the company’s non-U.S. operations are translated into U.S. dollars to report consolidated results. Based on weakening of currency exchange rates against the U.S. dollar that occurred in late 2014 and early 2015, the company currently expects that there will be a significant adverse effect on reported amounts of revenues and operating income in 2015 as a result of the stronger U.S. dollar.

In 2014, total company operating income and operating income margin were $2.50 billion and 14.8%, respectively, compared with $1.61 billion and 12.3%, respectively, in 2013. The increase in operating income and operating income margin was primarily due to net gains of $895 million on the sale of businesses, inclusion of Life Technologies’ results from the date of acquisition and, to a lesser extent, productivity improvements, net of inflationary cost increases. These increases were offset in part by $450 million of charges associated with the acquisition, as discussed below, as well as $569 million of higher amortization expenses, also primarily related to the acquisition. The company’s references throughout this discussion to productivity improvements generally refer to improved cost efficiencies from its Practical Process Improvement (PPI) business system, reduced costs resulting from global sourcing initiatives, a lower cost structure following restructuring actions, including headcount reductions and consolidation of facilities, and low cost region manufacturing.

In 2014, the company recorded restructuring and other income, net, of $140 million, including net gains on the sale of businesses and real estate of $895 million and $15 million, respectively, offset in part by $328 million of charges to cost of revenues primarily for the sale of inventories revalued at the date of acquisition; $131 million of charges to selling, general and administrative expenses primarily for transaction costs related to the acquisition of Life Technologies; and $29 million of charges for pension settlements. The company incurred $268 million of cash restructuring costs primarily associated with the Life Technologies acquisition including cash compensation to monetize certain equity awards held by Life Technologies employees at the date of acquisition and severance obligations to former executives and employees of Life Technologies. In addition, the company’s other businesses incurred costs for continued headcount reductions and facility consolidations in an effort to streamline operations, including severance at several businesses and abandoned facility expenses at businesses that have been or are being consolidated, including the consolidation of operations within several facilities in the U.S., Europe and Asia (see Note 14).

 

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Results of Operations (continued)

In 2013, the company recorded restructuring and other costs, net, of $180 million, including $29 million of charges to cost of revenues primarily related to the sale of inventories revalued at the date of acquisition and, to a lesser extent, accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations and $74 million of charges to selling, general and administrative expenses primarily consisting of transaction costs related to the acquisition of Life Technologies, changes in estimates of contingent consideration for an acquisition and a charge associated with product liability litigation. The company incurred $78 million of cash restructuring costs primarily for continued headcount reductions and facility consolidations in an effort to streamline operations, including severance at several businesses and abandoned facility expenses at businesses that were being consolidated. The cash costs also included $4 million of transaction expenses related to the agreement to sell its sera and media, gene modulation and magnetic beads businesses (see Note 2).

As of February 26, 2015, the company has identified restructuring actions that will result in additional charges of approximately $70 million in 2015 and expects to identify additional actions during 2015 which will be recorded when specified criteria are met, such as abandonment of leased facilities. Approximately half of the additional charges will be incurred in the Life Sciences Solutions segment, with the remainder incurred across the company’s remaining segments. The restructuring projects for which charges were incurred in 2014 are expected to result in annual cost savings of approximately $120 million beginning in part in 2014 and, to a greater extent, in 2015, including $80 million in the Life Sciences Solutions segment, $10 million in the Analytical Instruments segment, $10 million in the Specialty Diagnostics segment and $20 million in the Laboratory Products and Services segment. The restructuring actions for which charges were incurred in 2013 resulted in annual cost savings of approximately $80 million beginning in part in 2013 and to a greater extent in 2014, including $5 million in the Life Sciences Solutions segment, $30 million in the Analytical Instruments segment, $20 million in the Specialty Diagnostics segment and $25 million in the Laboratory Products and Services segment.

Segment Results

The company’s management evaluates segment operating performance using operating income before certain charges/credits to cost of revenues and selling, general and administrative expenses, principally associated with acquisition-related activities; 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 also refers to this measure as adjusted operating income. The company uses this measure because it helps management understand and evaluate the segments’ core operating results and facilitate comparison of performance for determining compensation (Note 3). Accordingly, the following segment data is reported on this basis.

 

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Results of Operations (continued)

(Dollars in millions)	2014			2013			Change
Revenues
Life Sciences Solutions	$	4,195.7		$	712.5			489	%
Analytical Instruments		3,252.2			3,154.2			3	%
Specialty Diagnostics		3,343.6			3,191.7			5	%
Laboratory Products and Services		6,601.5			6,398.8			3	%
Eliminations		(503.4	)		(366.9	)		37	%
Consolidated Revenues	$	16,889.6		$	13,090.3			29	%
Segment Income
Life Sciences Solutions	$	1,214.9		$	169.7			616	%
Analytical Instruments		581.1			558.7			4	%
Specialty Diagnostics		916.0			863.7			6	%
Laboratory Products and Services		982.8			960.4			2	%
Subtotal Reportable Segments		3,694.8			2,552.5			45	%
Cost of Revenues Charges		(327.6	)		(28.6	)
Selling, General and Administrative Charges, Net		(130.7	)		(73.5	)
Restructuring and Other Income (Costs), Net		598.2			(77.7	)
Amortization of Acquisition-related Intangible Assets		(1,331.7	)		(763.1	)
Consolidated Operating Income	$	2,503.0		$	1,609.6			56	%
Reportable Segments Operating Income Margin		21.9	%		19.5	%
Consolidated Operating Income Margin		14.8	%		12.3	%

Income from the company’s reportable segments increased 45% to $3.69 billion in 2014 due primarily to the acquisition of Life Technologies and to a lesser extent, productivity improvements, net of inflationary costs increases, offset in part by strategic growth investments.

   Life Sciences Solutions

(Dollars in millions)	2014			2013			Change
Revenues	$	4,195.7		$	712.5			489	%
Operating Income Margin		29.0	%		23.8	%	5.2pt

Sales in the Life Sciences Solutions segment increased $3.48 billion to $4.20 billion in 2014 primarily due to the acquisition of Life Technologies, net of divestitures. Had the acquisition of Life Technologies been completed at the beginning of 2013, pro forma revenues for the 2014 period would have decreased $38 million compared to pro forma 2013 revenues, including a decrease of $151 million due to dispositions, net of other acquisitions and a decrease of $45 million due to the unfavorable effects of currency translation, offset in part by an increase of $158 million (4%) due to higher revenues at existing businesses. The increase in pro forma revenue at existing businesses was primarily due to increased demand for biosciences and bioprocess production products, offset in part by lower licensing revenues.

 

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Results of Operations (continued)

Operating income margin was 29.0% in 2014 compared to 23.8% in 2013. The increase resulted primarily from higher operating margins in Life Technologies’ businesses relative to the segment’s legacy operations and, to a lesser extent, productivity improvements, net of inflationary cost increases. The company expects the segment’s operating income margin in the first quarter of 2015 will be lower than the 29.3% reported in the first quarter of 2014. This is due to excluding the results of Life Technologies prior to the February 3, 2014 acquisition date. Results for January commonly have a lower margin rate than results for the balance of the quarter, due to the phasing of revenue and costs.

   Analytical Instruments

(Dollars in millions)	2014			2013			Change
Revenues	$	3,252.2		$	3,154.2			3	%
Operating Income Margin		17.9	%		17.7	%	0.2pt

Sales in the Analytical Instruments segment increased $98 million to $3.25 billion in 2014. Sales increased $113 million (4%) due to higher revenues at existing businesses and $15 million due to acquisitions, offset in part by a decrease of $30 million due to the unfavorable effects of currency translation. The increase in revenue at existing businesses was primarily due to increased demand for chromatography and mass spectrometry instruments and, to a lesser extent, environmental instruments. These increases were offset in part by modestly lower sales of chemical analysis products due primarily to softness in certain commodity markets such as minerals.

Operating income margin was 17.9% in 2014 compared to 17.7% in 2013. The increase resulted primarily from productivity improvements, net of inflationary cost increases and, to a lesser extent, profit from favorable sales mix. The increases were offset in part by strategic growth investments.

   Specialty Diagnostics

(Dollars in millions)	2014			2013			Change
Revenues	$	3,343.6		$	3,191.7			5	%
Operating Income Margin		27.4	%		27.1	%	0.3pt

Sales in the Specialty Diagnostics segment increased $152 million to $3.34 billion in 2014. Sales increased $154 million (5%) due to higher revenues at existing businesses and $10 million due to an acquisition net of a divestiture, offset in part by a decrease of $12 million due to the unfavorable effects of currency translation. The increase in revenue at existing businesses was primarily due to increased demand for immunodiagnostics products, products sold through the segment’s healthcare market channel and, to a lesser extent, clinical diagnostics products.

Operating income margin was 27.4% in 2014 and 27.1% in 2013. The increase resulted primarily from favorable sales mix and, to a lesser extent, productivity improvements, net of inflationary cost increases. These increases were offset in part by strategic growth investments.

 

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Results of Operations (continued)

   Laboratory Products and Services

(Dollars in millions)	2014			2013			Change
Revenues	$	6,601.5		$	6,398.8			3	%
Operating Income Margin		14.9	%		15.0	%	(0.1)pt

Sales in the Laboratory Products and Services segment increased $203 million to $6.60 billion in 2014. Sales increased $312 million (5%) due to higher revenues at existing businesses. The increase was offset in part by a decrease of $93 million due to dispositions and $17 million due to the unfavorable effects of currency translation. The increase in revenue at existing businesses was primarily due to increased demand for laboratory products and, to a lesser extent, clinical trial logistics services.

Operating income margin was 14.9% in 2014 and 15.0% in 2013. The decrease resulted primarily from strategic growth investments offset in part by productivity improvements, net of inflationary cost increases.

Other Expense, Net

The company reported other expense, net, of $416 million and $290 million in 2014 and 2013, respectively (Note 4). Interest expense increased $218 million primarily due to the debt issued and assumed in connection with the acquisition of Life Technologies. In 2014, the company realized net gains of $9 million from equity and available-for-sale investments. In 2013, the company recorded $74 million of charges related to amortization of fees paid to obtain bridge financing commitments related to the acquisition of Life Technologies. Also in 2013, the company irrevocably contributed appreciated available-for-sale investments that had a fair value of $27 million to two of its U.K. defined benefit plans, resulting in realization of a previously unrecognized gain of $11 million.

Provision for Income Taxes

The company’s effective tax rates were 9.2% and 3.1% in 2014 and 2013, respectively. The 2014 provision for income taxes includes $390 million related to gains on the sales of businesses. Aside from the discrete tax on the gains, the company had a benefit from income taxes primarily due to restructuring and other costs associated with the acquisition of Life Technologies as well as an increase in the expected benefit from foreign tax credits. In 2014, non-U.S. subsidiaries of the company made cash and deemed distributions to the company’s U.S. operations which resulted in no net tax cost. As a result of these distributions, the company generated U.S. foreign tax credits of $172 million, offset in part by additional U.S. income taxes of $55 million on the related foreign income. The net result of these transactions favorably affected the income tax provision by $117 million and reduced the company’s effective tax rate by 5.6 percentage points in 2014. The federal tax credit for 2014 research and development activities favorably affected the tax provision in 2014 by $20.1 million, or 1.0 percentage point. In 2014, the company recognized a discrete tax benefit of $15.4 million, or 0.7 percentage points, attributable to tax rulings related to non-U.S. subsidiaries. Due primarily to the non-deductibility of intangible asset amortization, the company’s cash payments (net of refunds) for income taxes were higher than its income tax expense for financial reporting purposes and totaled $586 million and $230 million in 2014 and 2013, respectively. The effective tax rate in both periods was also affected by relatively significant earnings in lower tax jurisdictions. The tax provision in the 2014 period was favorably affected by $5.5 million, or 0.3 percentage points, as a result of adjustments to deferred tax balances due to changes in tax rates. The U.S. Congress has not extended the tax credit for research and development activities in 2015 as of February 26, 2015.

 

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Results of Operations (continued)

In 2013, non-U.S. subsidiaries of the company made cash and deemed distributions to the company’s U.S. operations which resulted in no net tax cost. As a result of these distributions, the company generated U.S. foreign tax credits of $160 million offset by additional U.S. income taxes of $56 million on the related foreign income. The net result of these transactions favorably affected the income tax provision by $104 million and reduced the company’s effective tax rate by 7.9 percentage points in 2013. In addition, the effective tax rate in 2013 was also reduced by the U.S. Congress’ renewal in January 2013 of a tax credit for research and development activities for 2012 and 2013 and, to a lesser extent, financing costs associated with the acquisition of Life Technologies that are deductible in the U.S. The federal tax credit for 2012 and 2013 research and development activities favorably affected the tax provision in 2013 by $15.4 million, or 1.2 percentage points. The tax provision in the 2013 period was unfavorably affected by $5.4 million, or 0.4 percentage points, as a result of adjustments to deferred tax balances due to changes in tax rates and audit settlements.

The company expects its effective tax rate in 2015 will be less than 3% based on currently forecasted rates of profitability in the countries in which the company conducts business.

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. Based on the dispersion of the company’s non-U.S. income tax provision among many countries, the company believes that a change in the statutory tax rate in any individual country is not likely to materially affect the company’s income tax provision or net income, aside from any resulting one-time adjustment to the company’s deferred tax balances to reflect a new rate.

Discontinued Operations

In June 2012, in an effort to exit a non-core business, the company pursued a sale of its laboratory workstations business, part of the Laboratory Products and Services segment. The company completed the sale in October 2012 for nominal proceeds. In 2013, the company recorded an after-tax charge of $4.2 million for the estimated cost to raze certain abandoned facilities of the discontinued operations prior to the planned sale of the land.

Recent Accounting Pronouncements

         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 is not expected to 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 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 in 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 is not expected to have a material impact on the company’s consolidated financial statements.

 

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Results of Operations (continued)

Contingent Liabilities

The company is contingently liable with respect to certain legal proceedings and related matters. An unfavorable outcome that differs materially from current accrual estimates, if any, for one or more of the matters described under the headings “Product Liability, Workers Compensation and Other Personal Injury Matters” and “Intellectual Property Matters” in Note 10 could have a material adverse effect on the company’s financial position as well as its results of operations and cash flows.

2013 Compared With 2012

Continuing Operations

							Total			Currency			Acquisitions/
(In millions)	2013			2012			Change			Translation			Divestitures		Operations
Revenues
Life Sciences Solutions	$	712.5		$	658.8		$	53.7		$	(1.1	)	$	—	$	54.8
Analytical Instruments		3,154.2			3,114.7			39.5			(23.2	)		9.4		53.3
Specialty Diagnostics		3,191.7			2,961.5			230.2			(5.4	)		143.0		92.6
Laboratory Products     and Services		6,398.8			6,102.8			296.0			(5.7	)		35.7		266.0
Eliminations		(366.9	)		(327.9	)		(39.0	)		(1.0	)		—		(38.0	)
Consolidated Revenues	$	13,090.3		$	12,509.9		$	580.4		$	(36.4	)	$	188.1	$	428.7

Sales in 2013 were $13.09 billion, an increase of $580 million from 2012. Sales increased $188 million due to acquisitions. The unfavorable effects of currency translation resulted in a decrease in revenues of $36 million in 2013. Aside from the effects of currency translation and acquisitions, revenues increased $429 million (3%) primarily due to increased demand offset in part by modestly lower sales to customers in academic and government markets which the company believes was due in part to uncertainty in government funding expectations in the U.S. Sales remained strong to customers in pharmaceutical and biotech industries while sales growth was modest to customers in industrial markets. Sales growth was strong in Asia and modest in Europe and North America.

In 2013, total company operating income and operating income margin were $1.61 billion and 12.3%, respectively, compared with $1.48 billion and 11.8%, respectively, in 2012. The increase in operating income and operating income margin was primarily due to productivity improvements, net of inflationary cost increases, and, to a lesser extent, profit on incremental sales from acquisitions. The increase was offset in part by strategic growth investments, unfavorable foreign currency exchange and, to a lesser extent, $24 million of higher acquisition-related charges in 2013, an increase in amortization expense of $16 million in 2013 primarily related to the acquisitions of One Lambda and Doe & Ingalls and imposition of a medical device excise tax in 2013.

In 2013, the company recorded restructuring and other costs, net, of $180 million, including $29 million of charges to cost of revenues related primarily for the sale of inventories revalued at the date of acquisition and, to a lesser extent, accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations and $74 million of charges to selling, general and administrative expenses consisting primarily of transaction costs related to the acquisition of Life Technologies, revisions of estimated contingent consideration for an acquisition and a charge associated with product liability litigation. The company incurred $78 million of cash restructuring costs primarily for continued headcount reductions and facility consolidations in an effort to streamline operations, including severance at several businesses and abandoned facility expenses at businesses that have been or are being consolidated, such as the consolidation of several facilities in the U.S. and Europe (see Note 14). The cash costs also included $4 million of transaction expenses related to the agreement to sell its sera and media, gene modulation and magnetic beads businesses (see Note 2).

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations (continued)

In 2012, the company recorded restructuring and other costs, net, of $150 million, including $56 million of charges to cost of revenues primarily related to the sale of inventories revalued at the date of acquisition and $13 million of charges to selling, general and administrative expenses primarily consisting of transaction costs related to the acquisition of One Lambda. The company incurred $67 million of cash restructuring costs primarily for continued headcount reductions and facility consolidations in an effort to streamline operations, including severance at several businesses and abandoned facility expenses at businesses that have been or are being consolidated. The company also recorded $15 million of non-cash expense, net, primarily for the impairment of intangible asset at several small business units and, to a lesser extent, real estate writedowns related to facility consolidations partially offset by a $6 million gain from the settlement of pre-acquisition litigation.

The restructuring actions for which charges were incurred in 2012 resulted in annual cost savings of approximately $85 million beginning in part in 2012 and to a greater extent in 2013, including $10 million in the Life Sciences Solutions segment, $25 million in the Analytical Instruments segment, $20 million in the Specialty Diagnostics segment and $30 million in the Laboratory Products and Services segment.

Segment Results

(Dollars in millions)	2013			2012			Change
Revenues
Life Sciences Solutions	$	712.5		$	658.8			8	%
Analytical Instruments		3,154.2			3,114.7			1	%
Specialty Diagnostics		3,191.7			2,961.5			8	%
Laboratory Products and Services		6,398.8			6,102.8			5	%
Eliminations		(366.9	)		(327.9	)		12	%
Consolidated Revenues	$	13,090.3		$	12,509.9			5	%
Segment Income
Life Sciences Solutions	$	169.7		$	154.8			10	%
Analytical Instruments		558.7			554.6			1	%
Specialty Diagnostics		863.7			758.1			14	%
Laboratory Products and Services		960.4			912.4			5	%
Subtotal Reportable Segments		2,552.5			2,379.9			7	%
Cost of Revenues Charges		(28.6	)		(55.6	)
Selling, General and Administrative Costs, Net		(73.5	)		(12.5	)
Restructuring and Other Costs, Net		(77.7	)		(82.1	)
Amortization of Acquisition-related Intangible Assets		(763.1	)		(747.6	)
Consolidated Operating Income	$	1,609.6		$	1,482.1			9	%
Reportable Segments Operating Income Margin		19.5	%		19.0	%
Consolidated Operating Income Margin		12.3	%		11.8	%

 

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Results of Operations (continued)

Income from the company’s reportable segments increased 7% to $2.55 billion in 2013 due primarily to productivity improvements, net of inflationary costs increases, and, to a lesser extent, profit on incremental sales from acquisitions, offset in part by strategic growth investments and unfavorable foreign currency exchange.

   Life Sciences Solutions

(Dollars in millions)	2013			2012			Change
Revenues	$	712.5		$	658.8			8	%
Operating Income Margin		23.8	%		23.5	%	0.3pt

Sales in the Life Sciences Solutions segment increased $54 million to $713 million in 2013. Sales increased $55 million (8%) due to higher revenues at existing businesses offset in part by a decrease of $1 million due to the unfavorable effects of currency translation. The increase in revenue at existing businesses was primarily due to increased demand for bioscience products.

Operating income margin was 23.8% in 2013 compared to 23.5% in 2012. Operating margin was favorably affected by productivity improvements, net of inflationary cost increases, offset in part by strategic growth investments.

   Analytical Instruments

(Dollars in millions)	2013			2012			Change
Revenues	$	3,154.2		$	3,114.7			1	%
Operating Income Margin		17.7	%		17.8	%	(0.1)pt

Sales in the Analytical Instruments segment increased $40 million to $3.15 billion in 2013. Sales increased $53 million (2%) due to higher revenues at existing businesses and $9 million due to acquisitions. These increases were offset in part by a decrease of $23 million due to the unfavorable effects of currency translation. The increase in revenue at existing businesses was primarily due to increased demand for chromatography and mass spectrometry instruments, offset in part by lower sales of chemical analysis products which the company believes were affected by macro economic conditions facing customers in industrial markets.

Operating income margin was 17.7% in 2013 compared to 17.8% in 2012. Operating margin was unfavorably affected by strategic growth investments and, to a lesser extent, unfavorable foreign currency exchange, offset in part by productivity improvements, net of inflationary cost increases.

   Specialty Diagnostics

(Dollars in millions)	2013			2012			Change
Revenues	$	3,191.7		$	2,961.5			8	%
Operating Income Margin		27.1	%		25.6	%	1.5pt

Sales in the Specialty Diagnostics segment increased $230 million to $3.19 billion in 2013. Sales increased $143 million due to an acquisition and $93 million (3%) due to higher revenues at existing businesses. These increases were offset in part by a decrease of $5 million due to the unfavorable effects of currency translation. The increase in revenue at existing businesses was primarily due to increased demand, particularly for clinical diagnostics products and, to a lesser extent, microbiology and allergy products in part as a result of strong flu and pollen seasons, partially offset by weakness from reduced healthcare utilization and lower sales of instruments to diagnostic laboratories due in part to lower healthcare reimbursement rates in the U.S. for anatomical pathology tests.

 

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations (continued)

Operating income margin was 27.1% in 2013 and 25.6% in 2012. The increase resulted from profit on incremental sales from an acquisition and, to a lesser extent, at existing businesses as well as productivity improvements, net of inflationary cost increases. The increases were offset in part by strategic growth investments and imposition of the medical device excise tax in 2013.

   Laboratory Products and Services

(Dollars in millions)	2013			2012			Change
Revenues	$	6,398.8		$	6,102.8			5	%
Operating Income Margin		15.0	%		15.0	%	0.0pt

Sales in the Laboratory Products and Services segment increased $296 million to $6.40 billion in 2013. Sales increased $266 million (4%) due to higher revenues at existing businesses and $36 million due to an acquisition. The unfavorable effects of currency translation resulted in a decrease in revenues of $6 million in 2013. The increase in revenue at existing businesses was primarily due to increased demand for laboratory products and clinical trial logistics services. Sales of laboratory equipment increased only modestly due to weakness in demand from customers in academic and government markets.

Operating income margin was 15.0% in both 2013 and 2012. Productivity improvements, net of inflationary cost increases and, to a lesser extent, price increases were offset by strategic growth investments and unfavorable sales mix.

Other Expense, Net

The company reported other expense, net, of $290 million and $213 million in 2013 and 2012, respectively (Note 4). In the first quarter of 2013, the company irrevocably contributed appreciated available-for-sale investments that had a fair value of $27 million to two of its U.K. defined benefit plans, resulting in realization of a previously unrecognized gain of $11 million. In 2013, other items, net also includes $74 million of charges related to amortization of fees paid to obtain bridge financing commitments related to the Life Technologies Acquisition, offset in part by gains totaling $5 million from sales of equity investments. Interest expense increased $21 million primarily due to the debt issued to fund the One Lambda and Life Technologies acquisitions.

Provision for Income Taxes

The company’s effective tax rates were 3.1% and 0.9% in 2013 and 2012, respectively. Due primarily to the non-deductibility of intangible asset amortization, the company’s cash payments (net of refunds) for income taxes for its continuing operations were higher than its income tax expense for financial reporting purposes and totaled $230 million and $331 million in 2013 and 2012, respectively. Tax payments decreased in 2013 due primarily to refunds of taxes paid in 2012. In 2013, non-U.S. subsidiaries of the company made cash and deemed distributions to the U.S. which resulted in no net tax cost. As a result of these distributions, the company generated U.S. foreign tax credits of $160 million offset by additional U.S. income taxes of $56 million on the related foreign income. The net result of these transactions favorably affected the income tax provision by $104 million and reduced the company’s effective tax rate by 7.9 percentage points in 2013. In addition, the effective tax rate in 2013 was also reduced by the U.S. Congress’ renewal in January 2013 of a tax credit for research and development activities for 2012 and 2013 and, to a lesser extent, increased earnings in lower tax jurisdictions and financing costs associated with the acquisition of Life Technologies that are deductible in the U.S. The tax credit for 2012 and 2013 research and development activities favorably affected the tax provision in 2013 by $15.4 million, or 1.2 percentage points. The tax provision in the 2013 period was unfavorably affected by $5.4 million, or 0.4 percentage points, as a result of adjustments to deferred tax balances due to changes in tax rates and audit settlements. The tax provision in 2012 was favorably affected by $53 million, or 4.1 percentage points, as a result of adjustments to deferred tax balances due to changes in tax rates, particularly a lower tax rate in Sweden.

 

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations (continued)

Discontinued Operations

The company completed the sale of its laboratory workstations business in October 2012 for nominal proceeds. The business was included in the Laboratory Products and Services segment prior to being reclassified to discontinued operations for all periods presented in June 2012. Revenues of the laboratory workstations business were $147 million in the 2012 period prior to the sale. The business incurred a pre-tax loss of $30 million in 2012 in part due to inventory write-offs, higher manufacturing costs and restructuring and other transition costs associated with relocation of the business. In 2012, the company recorded after-tax charges aggregating $63 million as the loss on the divestiture. The loss in 2013 for discontinued operations primarily represents a charge for the cost of razing abandoned facilities of the business prior to sale of the land.

Liquidity and Capital Resources

Consolidated working capital was $1.19 billion at December 31, 2014, compared with $6.75 billion at December 31, 2013. Included in working capital were cash, cash equivalents and short-term investments of $1.35 billion at December 31, 2014 and $5.83 billion at December 31, 2013. The decrease in working capital is primarily due to the cash used to fund the Life Technologies acquisition and an increase in short-term debt of $1.2 billion, also principally due to the acquisition.

2014

Cash provided by operating activities was $2.62 billion during 2014, primarily from the company’s earnings. Increases in accounts receivable and inventories used cash of $145 million and $110 million, respectively, primarily to support growth in sales. Other assets decreased by $163 million primarily due to collection of tax refunds including those related to legacy Life Technologies’ operations. Other liabilities increased by $308 million primarily due to the timing of payments for incentive compensation and income taxes. In 2014, the company made cash payments including severance obligations, third-party transaction/integration costs and monetizing certain equity awards totaling $325 million related to the acquisition of Life Technologies. The company made cash contributions to its pension and postretirement benefit plans totaling $50 million during 2014. Cash payments for income taxes increased to $586 million during 2014, compared with $230 million in 2013, in part due to taxes on the gains from the sale of businesses.

During 2014, the company’s investing activities used $11.78 billion of cash, principally for the acquisition of Life Technologies. Acquisitions used cash of $13.06 billion. Proceeds from the sale of businesses provided $1.52 billion. The company’s investing activities also included the purchase of $428 million of property, plant and equipment. In February 2015, the company completed an acquisition for approximately $300 million in cash (Note 17).

The company’s financing activities provided $4.80 billion of cash during 2014. To partially fund the acquisition of Life Technologies, the company borrowed $5.00 billion under an unsecured term loan (Note 9) and issued 34.9 million shares of its common stock for net proceeds of $2.94 billion in cash (Note 11). Other long-term borrowings totaled $1.59 billion. Repayments of long-term debt, principally the term loan, totaled $4.43 billion. A decrease in commercial paper obligations used cash of $250 million. The company’s financing activities also included $155 million of proceeds from employee stock option exercises offset by the payment of $235 million in cash dividends. On November 8, 2012, the Board of Directors authorized the repurchase of up to $1.00 billion of the company’s common stock beginning January 1, 2013. At December 31, 2014, $910 million was available for future repurchases of the company’s common stock under this authorization. In the first quarter of 2015 through February 26, 2015, the company repurchased $500 million of its common stock under this authorization. In February 2015, the company notified holders of its 5.00% Senior Notes due June 2015 that it will redeem all $250 million principal amount outstanding on March 6, 2015.

 

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources (continued)

 As of December 31, 2014, the company’s short-term debt totaled $2.21 billion, including $1.21 billion of senior notes, due in the first half of 2015 and $1.00 billion of minimum payments due in the next twelve months on the company’s term loan. The company has a revolving credit facility with a bank group that provides unsecured multi-currency revolving credit. In February 2015, the maximum capacity of this facility was increased from $1.50 billion to $2.00 billion. 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 December 31, 2014, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by approximately $59 million as a result of outstanding letters of credit.

Approximately half of the company’s cash balances and cash flows from operations are from outside the U.S. The company uses its non-U.S. cash for needs outside of the U.S. including acquisitions and repayment of acquisition-related intercompany debt to the U.S. In addition, the company also transfers cash to the U.S. using non-taxable returns of capital as well as dividends where the related U.S. foreign tax credit equals or exceeds any tax cost arising from the dividends. As a result of using such means of transferring cash to the U.S., the company does not expect any material adverse liquidity effects from its significant non-U.S. cash balances for the foreseeable future.

The company believes that its existing cash and short-term investments of $1.35 billion as of December 31, 2014 and its future cash flow from operations together with available borrowing capacity under its revolving credit agreement will be sufficient to meet the cash requirements of its existing businesses for the foreseeable future, including at least the next 24 months.

2013

Cash provided by operating activities was $2.01 billion during 2013, primarily from the company’s earnings. Increases in accounts receivable and inventories used cash of $148 million and $72 million, respectively, primarily to support growth in sales. A decrease in other assets provided cash of $169 million primarily due to timing of income tax refunds. An increase in accounts payable provided cash of $47 million, primarily due to higher inventory purchases. An increase in other liabilities provided cash of $163 million primarily due to the timing of payments for income taxes and incentive compensation. In the 2013, the company paid fees to obtain bridge financing commitments and other transaction costs totaling $108 million related to the acquisition of Life Technologies. The company made cash contributions to its pension and postretirement benefit plans totaling $38 million during 2013. Cash payments for income taxes of continuing operations totaled $230 million. Payments for restructuring actions, principally severance costs and lease and other expenses of real estate consolidation, used cash of $69 million during 2013.

During 2013, the company’s primary investing activity was the purchase of $282 million of property, plant and equipment.

The company’s financing activities provided $3.31 billion of cash during 2013. To partially fund the acquisition of Life Technologies, the company issued $3.20 billion of senior notes. The company’s financing activities also included the receipt of $230 million of proceeds from employee stock option exercises offset by the repurchase of $90 million of the company’s common stock and the payment of $216 million in cash dividends.

 

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources (continued)

2012

Cash provided by operating activities was $2.04 billion during 2012, primarily from the company’s earnings. An increase in inventories used cash of $60 million, primarily to support growth in sales. An increase in other assets used cash of $100 million primarily related to the timing of tax refunds. An increase in other liabilities provided cash of $127 million, primarily due to the timing of payments for incentive compensation and income taxes. Cash payments for income taxes of continuing operations totaled $331 million during 2012. Payments for restructuring actions, principally severance costs and lease and other expenses of real estate consolidation, used cash of $64 million during 2012.

During 2012, the company’s primary investing activities included acquisitions and the purchase of property, plant and equipment. The company expended $1.08 billion for acquisitions and $315 million for purchases of property, plant and equipment. The company’s investing activities also included a $45 million increase in restricted cash to collateralize short-term borrowings in Asia. The company’s discontinued operations provided $59 million of cash, primarily tax benefits from the loss on sale of the laboratory workstations business and receipt of escrowed proceeds from the 2011 sale of Lancaster Laboratories.

The company’s financing activities used $918 million of cash during 2012, principally for the repurchase of $1.15 billion of the company’s common stock and to reduce commercial paper obligations by $849 million, offset in part by the issuance of $1.3 billion in senior notes. The company’s financing activities in 2012 also included the repayment of $355 million of long-term debt and the receipt of $254 million of proceeds from employee stock option exercises. Cash dividend payments totaled $142 million during 2012.

Off-Balance Sheet Arrangements

The company did not use special purpose entities or other off-balance-sheet financing arrangements in 2012 - 2014 except for letters of credit, bank guarantees, a build-to-suit lease arrangement entered in 2012, surety bonds and other guarantees disclosed in the table or discussed below. Of the amounts disclosed in the table below for letters of credit, bank guarantees, surety bonds and other guarantees, $32.1 million relates to guarantees of the performance of third parties, principally in connection with businesses that were sold. The balance relates to guarantees of the company’s own performance, primarily in the ordinary course of business.

 

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources (continued)

Contractual Obligations and Other Commercial Commitments

The table below summarizes, by period due or expiration of commitment, the company’s contractual obligations and other commercial commitments as of December 31, 2014.

	Payments due by Period or Expiration of Commitment
(In millions)	2015		2016 and 2017		2018 and 2019		2020 and Thereafter		Total
Contractual Obligations and Other
Commercial Commitments
Debt principal, including short-    term debt (a)	$	2,202.6	$	3,476.0	$	1,400.6	$	7,324.2	$	14,403.4
Interest		408.3		703.6		624.7		1,160.0		2,896.6
Capital lease obligations		4.2		4.7		3.6		6.6		19.1
Operating lease obligations		150.8		203.8		123.9		193.5		672.0
Unconditional purchase    obligations (b)		315.5		37.1		4.0		1.2		357.8
Letters of credit and bank    guarantees		105.3		18.3		3.8		12.2		139.6
Surety bonds and other    guarantees		44.0		1.9		—		—		45.9
Pension obligations on balance    sheet		31.4		70.5		79.1		425.4		606.4
Asset retirement obligations		11.7		9.5		5.6		12.2		39.0
Acquisition-related contingent    consideration accrued on    balance sheet		17.9		1.2		0.2		10.3		29.6
Other (c)		5.4		—		—		—		5.4
	$	3,297.1	$	4,526.6	$	2,245.5	$	9,145.6	$	19,214.8

(a)	Amounts represent the expected cash payments for debt and do not include any deferred issuance costs.
(b)	Unconditional purchase obligations include agreements to purchase goods, services or fixed assets that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable at any time without penalty.
(c)	Obligation represents funding commitments pursuant to investments held by the company.

Reserves for unrecognized tax benefits of $214 million have not been included in the above table due to the inability to predict the timing of tax audit resolutions.

The company has no material commitments for purchases of property, plant and equipment, other than those included in the above table, but expects that for 2015, such expenditures will approximate $450 to $470 million.

A guarantee of residual value under a build-to-suit lease arrangement for a facility that was leased upon completion of construction has not been included in the above table due to the inability to predict if and when the guarantee may require payment. Upon completion of construction in 2014, a five-year lease commenced with options to purchase the facility or renew the lease for up to three 5-year terms. The residual value guarantee becomes operative at the end of the lease for up to a maximum of $58 million.

 

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Liquidity and Capital Resources (continued)

A guarantee of pension plan obligations of a divested business has not been included in the preceding table due to the inability to predict if and when the guarantee may require payment. The purchaser of the divested business has agreed to pay for the pension benefits, however the company was required to guarantee payment of these pension benefits should the purchaser fail to do so. The amount of the guarantee at December 31, 2014 was $49 million.

In disposing of assets or businesses, the company often provides representations, warranties and/or indemnities to cover various risks including, for example, unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste facilities, and unidentified tax liabilities and related legal fees. The company does not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, the company has no reason to believe that these uncertainties would have a material adverse effect on its financial position, annual results of operations or cash flows.

The company has recorded liabilities for known indemnifications included as part of environmental liabilities. See Item 1. Business – Environmental Matters for a discussion of these liabilities.

Item 7A.         Quantitative and Qualitative Disclosures About Market Risk

The company is exposed to market risk from changes in interest rates and currency exchange rates, which could affect its future results of operations and financial condition. The company manages its exposure to these risks through its regular operating and financing activities. The company has periodically hedged interest rate risks of fixed-rate instruments with offsetting interest rate swaps. Additionally, the company uses short-term forward and option contracts primarily to hedge certain balance sheet and operational exposures resulting from changes in currency exchange rates. Such exposures result from purchases, sales, cash and intercompany loans that are denominated in currencies other than the functional currencies of the respective operations. The currency-exchange contracts principally hedge transactions denominated in euro, British pounds sterling, Japanese yen, Norwegian kroner and Swedish kronor. Income and losses arising from these derivative contracts are recognized as offsets to losses and income resulting from the underlying exposure being hedged. The company does not enter into speculative derivative agreements.

Interest Rates

The company is exposed to changes in interest rates while conducting normal business operations as a result of ongoing investing and financing activities, which affect the company’s debt as well as cash and cash equivalents. As of December 31, 2014, the company’s debt portfolio was comprised primarily of fixed rate borrowings. The fair market value of the company’s fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. The total estimated fair value of the company’s debt at December 31, 2014 was $14.89 billion (see Note 12). Fair values were determined from available market prices using current interest rates and terms to maturity. If interest rates were to decrease by 100 basis points, the fair value of the company’s debt at December 31, 2014 would increase by approximately $683 million. If interest rates were to increase by 100 basis points, the fair value of the company’s debt at December 31, 2014 would decrease by approximately $629 million.

In addition, interest rate changes would result in a change in the company’s interest expense due to variable-rate debt instruments including a term loan agreement and swap arrangements. In 2014, a 100 basis point increase in interest rates on the term loan and swap arrangements would have increased the company’s annual pre-tax interest expense by approximately $35 million.

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Quantitative and Qualitative Disclosures About Market Risk (continued)

Currency Exchange Rates

The company views its investment in international subsidiaries with a functional currency other than the U.S. dollar as permanent. The company’s investment in international subsidiaries is sensitive to fluctuations in currency exchange rates. The functional currencies of the company’s international subsidiaries are principally denominated in British pounds sterling, Swedish kronor, euro, Danish kroner and Canadian dollars. The effect of a change in the period ending currency exchange rates on the company’s net investment in international subsidiaries is reflected in the “accumulated other comprehensive items” component of shareholders’ equity. The company also uses foreign currency-denominated debt to partially hedge its net investments in foreign operations against adverse movements in exchange rates. A 10% depreciation in year-end 2014 functional currencies, relative to the U.S. dollar, would result in a reduction of shareholders’ equity of $1.04 billion.

The fair value of forward currency-exchange contracts is sensitive to changes in currency exchange rates. The fair value of forward currency-exchange contracts is the estimated amount that the company would pay or receive upon termination of the contract, taking into account the change in currency exchange rates. A 10% depreciation in year-end 2014 non-functional currency exchange rates related to the company’s contracts would result in an unrealized gain on forward currency-exchange contracts of $110 million. A 10% appreciation in year-end 2014 non-functional currency exchange rates related to the company’s contracts would result in an increase in the unrealized loss on forward currency-exchange contracts of $110 million. The unrealized gains or losses on forward currency-exchange contracts resulting from changes in currency exchange rates are expected to approximately offset losses or gains on the exposures being hedged.

Certain of the company’s cash and cash equivalents are denominated in currencies other than the functional currency of the depositor and are sensitive to changes in currency exchange rates. A 10% depreciation in the related year-end 2014 non-functional currency exchange rates applied to such cash balances would result in a negative impact of $23 million on the company’s net income.

Item 8.            Financial Statements and Supplementary Data

This data is submitted as a separate section to this report. See Item 15 “Exhibits and Financial Statement Schedules.”

Item 9.            Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A.         Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

The company’s management, with the participation of the company’s chief executive officer and chief financial officer, evaluated the effectiveness of the company’s disclosure controls and procedures as of December 31, 2014. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of the company’s disclosure controls and procedures as of December 31, 2014, the company’s chief executive officer and chief financial officer concluded that, as of such date, the company’s disclosure controls and procedures were effective at the reasonable assurance level.

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Changes in Internal Control over Financial Reporting

There have been no changes in the company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended December 31, 2014, that have materially affected or are reasonably likely to materially affect the company’s internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

The company’s management, including the company’s chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The company’s management conducted an assessment of the effectiveness of the company’s internal control over financial reporting as of December 31, 2014 based on criteria established in “Internal Control - Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, the company’s management concluded that, as of December 31, 2014, the company’s internal control over financial reporting was effective.

The company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the company’s internal control over financial reporting as of December 31, 2014, as stated in their report that appears on page F-2 of this Annual Report on Form 10-K.

Item 9B.         Other Information

Not applicable.

PART III

Item 10.          Directors, Executive Officers and Corporate Governance

The information with respect to directors required by this Item will be contained in our definitive proxy statement to be filed with the SEC not later than 120 days after the close of business of the fiscal year (2015 Definitive Proxy Statement) and is incorporated in this report by reference.

The information with respect to executive officers required by this Item is included in Item 1 of Part I of this report.

The other information required by this Item will be contained in our 2015 Definitive Proxy Statement and is incorporated in this report by reference.

Item 11.          Executive Compensation

The information required by this Item will be contained in our 2015 Definitive Proxy Statement and is incorporated in this report by reference.

Item 12.          Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item will be contained in our 2015 Definitive Proxy Statement and is incorporated in this report by reference.

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Item 13.          Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be contained in our 2015 Definitive Proxy Statement and is incorporated in this report by reference.

Item 14.          Principal Accountant Fees and Services

The information required by this Item will be contained in our 2015 Definitive Proxy Statement and is incorporated in this report by reference.

PART IV

Item 15.          Exhibits and Financial Statement Schedules

(a)       The following documents are filed as part of this report:

(1) Consolidated Financial Statements (see Index on page F-1 of this report):

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheet

Consolidated Statement of Income

Consolidated Statement of Comprehensive Income

Consolidated Statement of Cash Flows

Consolidated Statement of Shareholders’ Equity

Notes to Consolidated Financial Statements

(2) Consolidated Financial Statement Schedule (see Index on page F-1 of this report):

Schedule II: Valuation and Qualifying Accounts

All other schedules are omitted because they are not applicable or not required, or because the required information is included either in the consolidated financial statements or in the notes thereto.

(b)       Exhibits

            See the Exhibit Index on page 53.

51

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:          February 26, 2015	THERMO FISHER SCIENTIFIC INC.
	By:  /s/ Marc N. Casper
	Marc N. Casper
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, as of February 26, 2015.

Signature	Title
By:  /s/ Marc N. Casper                                                   Marc N. Casper	President, Chief Executive Officer and Director (Principal Executive Officer)
By:  /s/ Jim P. Manzi                                                         Jim P. Manzi	Chairman of the Board and Director
By:  /s/ Peter M. Wilver                                                   Peter M. Wilver	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
By:  /s/ Peter E. Hornstra                                                 Peter E. Hornstra	Vice President and Chief Accounting Officer (Principal Accounting Officer)
By:  /s/ Nelson J. Chai                                                     Nelson J. Chai	Director
By:  /s/ C. Martin Harris                                                  C. Martin Harris	Director
By:  /s/ Tyler E. Jacks                                                      Tyler E. Jacks	Director
By:  /s/ Judy C. Lewent                                                   Judy C. Lewent	Director
By:  /s/ Thomas J. Lynch                                                Thomas J. Lynch	Director
By:  /s/ William G. Parrett                                                William G. Parrett	Director
By:  /s/ Lars R. Sorensen                                                 Lars R. Sorensen	Director
By:  /s/ Scott M. Sperling                                                Scott M. Sperling	Director
By:  /s/ Elaine S. Ullian                                                    Elaine S. Ullian	Director

52

THERMO FISHER SCIENTIFIC INC.

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of December 12, 2010, among Thermo Fisher Scientific Inc., Weston D Merger Co., and Dionex Corporation (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed December 16, 2010 [File No. 1-8002] and incorporated in this document by reference).
2.2	Sale and Purchase Agreement dated May 19, 2011 among Thermo Fisher Scientific Inc., CB Diagnostics Luxembourg S.À R.L, and certain funds managed and advised by Cinven Limited (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed May 24, 2011 [File No. 1-8002] and incorporated in this document by reference).
2.3	Amendment dated August 18, 2011, to Sale and Purchase Agreement dated May 19, 2011 among Thermo Fisher Scientific Inc., CB Diagnostics Luxembourg S.ÀR.L., and certain funds managed and advised by Cinven Limited (filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed August 24, 2011 [File No. 1-8002] and incorporated in this document by reference).
2.4	Amended and Restated Warranty Deed dated as of August 23, 2011 among Thermo Fisher Scientific Inc., Igenza Cin AB, the Michael Land Family Trust and the warrantors named as parties thereto (filed as Exhibit 2.3 to the Registrant’s Current Report on Form 8-K filed August 24, 2011 [File No. 1-8002] and incorporated in this document by reference).
2.5	Agreement and Plan of Merger, dated July 15, 2012, by and among One Lambda, Inc., Thermo Fisher Scientific Inc., DKC Acquisition Corp. and Dr. Emiko Terasaki, as the transaction representative (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed July 18, 2012 [File No. 1-8002] and incorporated in this document by reference).
2.6	Agreement and Plan of Merger, dated as of April 14, 2013, among Life Technologies Corporation, Thermo Fisher Scientific Inc. and Polpis Merger Sub Co. (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed April 16, 2013 [File No. 1-8002] and incorporated in this document by reference).
3.1	Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 [File No. 1-8002] and incorporated in this document by reference).
3.2	Amendment to Thermo Fisher Scientific Inc.’s Third Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed November 14, 2006 [File No. 1-8002] and incorporated in this document by reference).
3.3	Bylaws of the Registrant, as amended and effective as of July 12, 2011 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed July 14, 2011 [File No. 1-8002] and incorporated in this document by reference).
	The Registrant agrees, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, to furnish to the Commission, upon request, a copy of each instrument with respect to long-term debt of the Registrant or its consolidated subsidiaries.
4.1	Rights Agreement, dated as of September 15, 2005, by and between Thermo Electron Corporation and American Stock Transfer & Trust Company, as Rights Agent, which includes as Exhibit A, the Terms of Series B Junior Participating Preferred Stock, and as Exhibit B, the Form of Rights Certificate (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed September 16, 2005 [File No. 1-8002] and incorporated in this document by reference).
4.2	Amendment No. 1 to the Rights Agreement, dated as of May 7, 2006, between Thermo Electron Corporation and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 1.1 to the Registrant’s Registration Statement on Form 8-A/A filed May 12, 2006 [File No. 1-8002] and incorporated in this document by reference).

53

THERMO FISHER SCIENTIFIC INC.

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
4.3	Indenture dated as of November 20, 2009 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K with the SEC on November 20, 2009 [File No. 1-8002] and incorporated in this document by reference).
4.4	First Supplemental Indenture dated as of November 20, 2009 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K with the SEC on November 20, 2009 [File No. 1-8002] and incorporated in this document by reference).
4.5	Second Supplemental Indenture dated as of April 27, 2010 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K with the SEC on April 27, 2010 [File No. 1-8002] and incorporated in this document by reference).
4.6	Third Supplemental Indenture dated as of February 22, 2011 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K with the SEC on February 22, 2011 [File No. 1-8002] and incorporated in this document by reference).
4.7	Fourth Supplemental Indenture dated as of August 16, 2011 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed August 16, 2011 [File No. 1-8002] and incorporated in this document by reference).
4.8	Fifth Supplemental Indenture dated as of August 22, 2012 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed August 22, 2012 [File No. 1-8002] and incorporated in this document by reference).
4.9	Sixth Supplemental Indenture, dated as of December 11, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed December 11, 2013 [File No. 1-8002] and incorporated in this document by reference).
4.10	Seventh Supplemental Indenture, dated as of November 14, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed November 14, 2014 [File No. 1-8002] and incorporated in this document by reference).
4.11	Eighth Supplemental Indenture, dated as of November 24, 2014, among the Company, The Bank of New York Mellon Trust Company, N.A., as trustee, and The Bank of New York Mellon, London Branch, as paying agent (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 24, 2014 [File No. 1-8002] and incorporated in this document by reference).
4.12	Indenture between Life Technologies and U.S. Bank National Association., as trustee, dated as of February 19, 2010 (filed as Exhibit 4.1 to Life Technologies Corporation’s Current Report on Form 8-K, filed on February 19, 2010 [File No. 000-25317] and incorporated in this document by reference).
4.13	First Supplemental Indenture between Life Technologies and U.S. Bank National Association., as trustee, dated as of February 19, 2010, including the forms of the Life Technologies 3.375% Senior Notes due 2013, 4.400% Senior Notes due 2015 and 6.000% Senior Notes due 2020 (filed as Exhibit 4.2 to Life Technologies Corporation’s Current Report on Form 8-K, filed on February 19, 2010 [File No. 000-25317] and incorporated in this document by reference).
4.14	Second Supplemental Indenture between Life Technologies and U.S. Bank National Association., as trustee, dated as of December 14, 2010, including the forms of the Life Technologies 3.50% Senior Notes due 2016 and 5.00% Senior Notes due 2021 (filed as Exhibit 4.2 to Life Technologies Corporation’s Current Report on Form 8-K, filed on December 14, 2010 [File No. 000-25317] and incorporated in this document by reference).
10.1	Thermo Fisher Scientific Inc. Deferred Compensation Plan for Directors of the Registrant, as amended and restated on September 12, 2007 (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2007 [File No. 1-8002] and incorporated in this document by reference).*

54

THERMO FISHER SCIENTIFIC INC.

EXHIBIT INDEX

Exhibit Number Description of Exhibit

10.2	Thermo Electron Corporation Deferred Compensation Plan, effective November 1, 2001 (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2001 [File No. 1-8002] and incorporated in this document by reference).*
10.3	Form of Amended and Restated Indemnification Agreement between the Registrant and its directors and officers (filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-4 [Reg. No. 333-90661] and incorporated in this document by reference).*
10.4	Executive Registry Program at the Massachusetts General Hospital (filed as Exhibit 10.74 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2002 [File No. 1-8002] and incorporated in this document by reference).*
10.5	Form of Executive Change in Control Retention Agreement for Officers (other than Marc Casper) (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed May 3, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.6	Thermo Fisher Scientific Inc. Executive Severance Policy (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 19, 2008 [File No. 1-8002] and incorporated in this document by reference).*
10.7	Form of Thermo Fisher Scientific Inc. Stock Option Agreement for use in connection with the grant of stock options under the Registrant’s equity plans, as amended and restated on November 9, 2006 to officers and directors of the Registrant (other than Marc Casper) (filed as Exhibit 10.12 to the Registrant’s Current Report on Form 8-K filed November 14, 2006 [File No. 1-8002] and incorporated in this document by reference).*
10.8	Summary of Thermo Fisher Scientific Inc. Annual Director Compensation(filed as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 [File No. 1-8002] and incorporated in this document by reference).*
10.9	Thermo Fisher Scientific Inc. 2005 Stock Incentive Plan, as amended and restated on November 9, 2006 (filed as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed November 14, 2006 [File No. 1-8002] and incorporated in this document by reference).*
10.10	Summary of Annual Incentive Program of Thermo Electron Corporation (filed as Exhibit 10.66 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 [File No. 1-8002] and incorporated in this document by reference).*
10.11	Summary of 2014 Annual Cash Incentive Plan Matters (set forth in Item 5.02 to the Registrant’s Current Report on Form 8-K filed February 27, 2014 [File No. 1-8002] under the heading “Annual Cash Incentive Plans – Establishment of Criteria for 2014 Bonus” and incorporated in this document by reference).*
10.12	Form of Noncompetition Agreement between the Registrant and certain key employees and executive officers (filed as Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.13	Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc. (filed as Exhibit 10.12 to Fisher Scientific International Inc.’s Annual Report on Form 10-K for the year ended December 31, 1992, filed March 24, 1993 [File No. 1-10920] and incorporated in this document by reference).*
10.14	First Amendment to the Fisher Scientific International Inc. Retirement Plan for Non-Employee Directors (filed as Exhibit 10.04 to Fisher Scientific International Inc.’s Quarterly Report on Form 10-Q filed May 10, 2005 [File No. 1-10920] and incorporated in this document by reference).*
10.15	Amendment to Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc. (filed as Exhibit 10.02 to Fisher Scientific International Inc.’s Current Report on Form 8-K filed March 7, 2006 [File No. 1-10920] and incorporated in this document by reference).*

55

THERMO FISHER SCIENTIFIC INC.

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.16	Fisher Scientific International Inc. 2005 Equity and Incentive Plan, effective as of May 6, 2005 (filed as Exhibit A to Fisher Scientific International Inc.’s definitive proxy statement filed April 4, 2005 [File No. 1-10920] and incorporated in this document by reference).*
10.17	Form of 2005 Equity and Incentive Plan Non-Qualified Stock Option Award Agreement (filed as Exhibit 10.01 to Fisher Scientific International Inc.’s Current Report on Form 8-K filed June 10, 2005 [File No. 1-10920] and incorporated in this document by reference).*
10.18	Thermo Fisher Scientific Inc. Amended and Restated 2005 Deferred Compensation Plan, effective January 1, 2009 (filed as Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 [File No. 1-8002] and incorporated in this document by reference).*
10.19	Description of Amendments to certain Stock Option Plans made in February 2008 (filed as Exhibit 10.75 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 [File No. 1-8002] and incorporated in this document by reference).*
10.20	Amendment dated February 27, 2008 to Thermo Fisher Scientific Inc. 2005 Stock Incentive Plan, as amended and restated on November 9, 2006 (filed as Exhibit 10.79 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 [File No. 1-8002] and incorporated in this document by reference).*
10.21	Form of Thermo Fisher Scientific Stock Option Agreement for use in connection with the grant of stock options under the Registrant’s equity plans to directors of the Registrant (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2008 [File No. 1-8002] and incorporated in this document by reference).*
10.22	Thermo Fisher Scientific Inc. 2008 Stock Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 22, 2008 [File No. 1-8002] and incorporated in this document by reference).*
10.23	Amendment No. 1 to Thermo Fisher Scientific Inc. Amended and Restated 2005 Deferred Compensation Plan (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.24	Stock Option Agreement, between Marc Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.25	Stock Option Agreement, between Marc Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.26	Time-Based Restricted Stock Unit Agreement between Marc Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.27	Performance-Based Restricted Stock Unit Agreement between Marc Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*

10.28 2009 Restatement of Executive Severance Agreement, between Marc Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*

56

THERMO FISHER SCIENTIFIC INC.

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.29	Executive Change In Control Retention Agreement, between Marc Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.30	Noncompetition Agreement, between Marc Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.31	Amendment No. 1 to Executive Severance Policy, dated February 25, 2010 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 25, 2010 [File No. 1-8002] and incorporated in this document by reference).*
10.32	Amendment No. 1 to 2009 Restatement of Executive Severance Agreement, dated February 25, 2010, between the Registrant and Marc N. Casper (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 25, 2010 [File No. 1-8002] and incorporated in this document by reference).*
10.33	Amendment No. 2 to Executive Severance Policy, dated November 10, 2010 (filed as Exhibit 10.54 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 [File No. 1-8002] and incorporated in this document by reference).*
10.34	Amendment No. 2 to 2009 Restatement of Executive Severance Agreement, dated November 10, 2010, between the Registrant and Marc N. Casper (filed as Exhibit 10.55 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 [File No. 1-8002] and incorporated in this document by reference).*
10.35	Amendment No. 1 to Executive Change In Control Retention Agreement, dated November 10, 2010, between Marc N. Casper and the Registrant (filed as Exhibit 10.56 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 [File No. 1-8002] and incorporated in this document by reference).*
10.36	Amendment to 2008 Stock Incentive Plan dated November 10, 2010 (filed as Exhibit 10.57 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 [File No. 1-8002] and incorporated in this document by reference).*
10.37	Form of Thermo Fisher Scientific Inc.’s February 2011 Stock Option Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 24, 2011 [File No. 1-8002] and incorporated in this document by reference).*
10.38	Stock Option Agreement, between Marc Casper and the Registrant, dated February 23, 2011 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 24, 2011 [File No. 1-8002] and incorporated in this document by reference).*
10.39	Form of Thermo Fisher Scientific Inc.’s February 2011 Restricted Stock Unit Agreement for Directors (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2011 [File No. 1-8002] and incorporated in this document by reference).*
10.40	Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper, dated March 2, 2012 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 2, 2012 [File No. 1-8002] and incorporated in this document by reference).*
10.41	Form of Thermo Fisher Scientific Inc.’s March 2012 Performance Restricted Stock Unit Agreement for Band VII Officers (other than Marc Casper) (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed March 2, 2012 [File No. 1-8002] and incorporated in this document by reference).*
10.42	Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper, dated March 2, 2012 (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed March 2, 2012 [File No. 1-8002] and incorporated in this document by reference).*

57

THERMO FISHER SCIENTIFIC INC.

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.43	Form of Thermo Fisher Scientific Inc.’s March 2012 Restricted Stock Unit Agreement for Band VII Officers (other than Marc Casper) (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed March 2, 2012 [File No. 1-8002] and incorporated in this document by reference).*
10.44	Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.45	Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.46	Form of Thermo Fisher Scientific Inc.’s Stock Option Agreement (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.47	Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper dated February 26, 2013 (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.48	Form of Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.49	Form of Stock Option Agreement between Thermo Fisher Scientific Inc. and Marc Casper (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.50	Thermo Fisher Scientific Inc. 2013 Stock Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 23, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.51	Thermo Fisher Scientific Inc. 2013 Annual Incentive Award Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 23, 2013 [File No. 1-8002] and incorporated in this document by reference).*
10.52	Term Loan Agreement, dated May 31, 2013, among the Company, a certain Foreign Subsidiary of the Company from time to time party thereto, JPMorgan Chase Bank, N.A. and each lender from time to time party thereto (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed June 4, 2013 [File No. 1-8002] and incorporated in this document by reference).
10.53	Credit Agreement, dated July 25, 2013, among the Company, certain Subsidiaries of the Company from time to time party thereto, Bank of America, N.A., and each lender from time to time party thereto (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 26, 2013 [File No. 1-8002] and incorporated in this document by reference).
10.54	Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper dated February 26, 2014, (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 27, 2014 [File No. 1-8002] and incorporated in this document by reference).*
10.55	Offer Letter dated December 31, 2013, between the Company and Mark Stevenson.*
10.56	Restricted Stock Unit Award Agreement between Life Technologies Corporation and Mark Stevenson dated April 1, 2011.*

58

THERMO FISHER SCIENTIFIC INC.

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.57	Restricted Stock Unit Award Agreement between Life Technologies Corporation and Mark Stevenson dated April 2, 2012.*
10.58	Restricted Stock Unit Award Agreement between Life Technologies Corporation and Mark Stevenson dated April 1, 2013.*
10.59	Change in Control Agreement dated March 5, 2009, by and between Life Technologies Corporation and Mark P. Stevenson.*
10.60	Amendment to Change in Control Agreement by and between Life Technologies Corporation and Mark P. Stevenson, dated July 21, 2013.*
10.61	Supplemental Executive Retirement Plan effective as of December 31, 2005, as amended and restated as of August 28, 2006 (filed as Exhibit 10.3 to Applera Corporation’s Quarterly Report on Form 10-Q filed November 6, 2006 [File No. 1-04389] and incorporated in this document by reference).*
10.62	Amendment to Supplemental Executive Retirement Plan, effective as of January 1, 2010 (filed as Exhibit 10.1 to Life Technologies Corporation’s Current Report on Form 8-K filed December 8, 2009 [File No. 000-25317] and incorporated in this document by reference).*
10.63	Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Peter Wilver dated February 25, 2015 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 26, 2015 [File No. 1-8002] and incorporated in this document by reference).*
10.64	Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Peter Wilver dated February 25, 2015 (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed February 26, 2015 [File No. 1-8002] and incorporated in this document by reference).*
10.65	Incremental Facility Amendment, dated February 23, 2015, to the Credit Agreement, dated July 25, 2013, among the Company, certain Subsidiaries of the Company from time to time party thereto, Bank of America, N.A., and each lender from time to time party thereto (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed February 26, 2015 [File No. 1-8002] and incorporated in this document by reference).
21	Subsidiaries of the Registrant.
23.1	Consent of PricewaterhouseCoopers LLP.
31.1	Certification of Chief Executive Officer required by Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer required by Exchange Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Definition Linkbase Document.
101.LAB	XBRL Taxonomy Label Linkbase Document.
101.PRE	XBRL Taxonomy Presentation Linkbase Document.

_______________________

*Indicates management contract or compensatory plan, contract or arrangement.

59

THERMO FISHER SCIENTIFIC INC.

EXHIBIT INDEX

** Certification is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheet at December 31, 2014, and 2013, (ii) Consolidated Statement of Income for the years ended December 31, 2014, 2013 and 2012, (iii) Consolidated Statement of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012 (iv) Consolidated Statement of Cash Flows for the years ended December 31, 2014, 2013 and 2012, (v) Consolidated Statement of Shareholders’ Equity for the years ended December 31, 2014, 2013 and 2012 and (vi) Notes to Consolidated Financial Statements.

60

THERMO FISHER SCIENTIFIC INC.

INDEX OF CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

The following Consolidated Financial Statements of the Registrant and its subsidiaries are required to be included in Item 15:

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheet as of December 31, 2014 and 2013	F-3
Consolidated Statement of Income for the years ended December 31, 2014, 2013 and 2012	F-4
Consolidated Statement of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012	F-5
Consolidated Statement of Cash Flows for the years ended December 31, 2014, 2013 and 2012	F-6
Consolidated Statement of Shareholders’ Equity for the years ended December 31, 2014, 2013 and 2012	F-8
Notes to Consolidated Financial Statements	F-9

The following Consolidated Financial Statement Schedule of the Registrant and its subsidiaries is filed as part of this Report as required to be included in Item 15(a):

Schedule II – Valuation and Qualifying Accounts F-61

Note: All other financial statement schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or in the notes thereto.

F-1

THERMO FISHER SCIENTIFIC INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tothe Board of Directors and Shareholders of Thermo Fisher Scientific Inc.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Thermo Fisher Scientific Inc. and its subsidiaries at December 31, 2014 and December 31, 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing at Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A of Thermo Fisher Scientific Inc.’s Annual Report on Form 10-K. Our responsibility is to express opinions on these financial statements, on the financial statement schedule and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 26, 2015

F-2

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED BALANCE SHEET

	December 31,		December 31,
(In millions)	2014		2013
Assets
Current Assets:
Cash and cash equivalents	$	1,343.5	$	5,826.0
Short-term investments		8.5		4.5
Accounts receivable, less allowances of $74.1 and $54.1		2,473.6		1,942.3
Inventories		1,859.5		1,494.5
Deferred tax assets		303.3		192.5
Other current assets		551.4		420.9
Total current assets		6,539.8		9,880.7
Property, Plant and Equipment, at Cost, Net		2,426.5		1,767.4
Acquisition-related Intangible Assets, Net		14,110.1		7,071.3
Other Assets		933.1		640.7
Goodwill		18,842.6		12,503.3
Total Assets	$	42,852.1	$	31,863.4

Liabilities and Shareholders' Equity
Current Liabilities:
Short-term obligations and current maturities of long-term obligations	$	2,212.4		$	987.7
Accounts payable		820.7			691.5
Accrued payroll and employee benefits		668.9			432.0
Accrued income taxes		165.1			—
Deferred revenue		311.9			198.9
Other accrued expenses		1,170.8			815.9
Total current liabilities		5,349.8			3,126.0
Deferred Income Taxes		3,430.7			1,609.9
Other Long-term Liabilities		1,171.9			771.8
Long-term Obligations		12,351.6			9,499.6
Commitments and Contingencies (Note 10)
Shareholders' Equity:
Preferred stock, $100 par value, 50,000 shares authorized; none issued
Common stock, $1 par value, 1,200,000,000 shares authorized; 408,461,670 and
369,598,265 shares issued		408.5			369.6
Capital in excess of par value		11,473.6			8,222.6
Retained earnings		10,406.9			8,753.3
Treasury stock at cost, 7,991,782 and 7,636,887 shares		(455.9	)		(412.2	)
Accumulated other comprehensive items		(1,285.0	)		(77.2	)
Total shareholders' equity		20,548.1			16,856.1
Total Liabilities and Shareholders' Equity	$	42,852.1		$	31,863.4

The accompanying notes are an integral part of these consolidated financial statements.

F-3

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED STATEMENT OF INCOME

	Year Ended
	December 31,			December 31,			December 31,
(In millions except per share amounts)	2014			2013			2012
Revenues
Product revenues	$	14,715.1		$	11,215.2		$	10,777.6
Service revenues		2,174.5			1,875.1			1,732.3
Total revenues		16,889.6			13,090.3			12,509.9
Costs and Operating Expenses:
Cost of product revenues		7,934.7			6,309.6			6,101.3
Cost of service revenues		1,462.9			1,251.6			1,113.1
Selling, general and administrative expenses		4,896.1			3,446.3			3,354.9
Research and development expenses		691.1			395.5			376.4
Restructuring and other costs (income), net		(598.2	)		77.7			82.1
Total costs and operating expenses		14,386.6			11,480.7			11,027.8
Operating Income		2,503.0			1,609.6			1,482.1
Other Expense, Net		(415.8	)		(290.1	)		(212.7	)
Income from Continuing Operations Before Income Taxes		2,087.2			1,319.5			1,269.4
Income Tax Provision		(191.7	)		(40.4	)		(11.0	)
Income from Continuing Operations		1,895.5			1,279.1			1,258.4
Loss from Discontinued Operations (net of income tax benefit of $0.6,       $0.5 and $10.8)		(1.1	)		(0.7	)		(19.2	)
Loss on Disposal of Discontinued Operations, Net (net of income tax      benefit of $3.2 and $33.2)		—			(5.1	)		(61.3	)
Net Income	$	1,894.4		$	1,273.3		$	1,177.9
Earnings per Share from Continuing Operations
Basic	$	4.76		$	3.55		$	3.46
Diluted	$	4.71		$	3.50		$	3.43
Earnings per Share
Basic	$	4.76		$	3.53		$	3.24
Diluted	$	4.71		$	3.48		$	3.21
Weighted Average Shares
Basic		398.2			360.3			363.8
Diluted		402.3			365.8			366.6
Cash Dividends Declared per Common Share	$	.60		$	.60		$	.54

The accompanying notes are an integral part of these consolidated financial statements.

F-4

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Year Ended
	December 31,			December 31,			December 31,
(In millions)	2014			2013			2012
Comprehensive Income
Net Income	$	1,894.4		$	1,273.3		$	1,177.9
Other Comprehensive Items:
Currency translation adjustment		(1,182.6	)		24.6			293.7
Unrealized gains on available-for-sale investments:
Unrealized holding gains arising during the period (net of tax        provision of $0.1, $0.5 and $0.1)		1.7			1.6			0.7
Reclassification adjustment for gains included in net income (net        of tax provision of $0.2 and $2.5)		(1.7	)		(8.0	)		—
Unrealized gains and losses on hedging instruments:
Unrealized gain on hedging instruments (net of tax provision        of $3.6)		—			5.8			—
Reclassification adjustment for losses included in net income        (net of tax benefit of $1.8, $2.2 and $2.0)		3.0			3.2			3.3
Pension and other postretirement benefit liability adjustment:
Pension and other postretirement benefit liability adjustments        arising during the period (net of tax provision (benefit) of        ($26.5), $20.3 and ($20.8))		(52.2	)		38.2			(53.0	)
Amortization of net loss and prior service benefit included in        net periodic pension cost (net of tax benefit of $13.3, $3.6        and $2.4)		24.0			7.8			4.4
Total other comprehensive items		(1,207.8	)		73.2			249.1
Comprehensive Income	$	686.6		$	1,346.5		$	1,427.0

The accompanying notes are an integral part of these consolidated financial statements.

F-5

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

	Year Ended
	December 31,			December 31,			December 31,
(In millions)	2014			2013			2012
Operating Activities
Net income	$	1,894.4		$	1,273.3		$	1,177.9
Loss from discontinued operations		1.1			0.7			19.2
Loss on disposal of discontinued operations		—			5.1			61.3
Income from continuing operations		1,895.5			1,279.1			1,258.4
Adjustments to reconcile income from continuing operations to net        cash provided by operating activities:
Depreciation and amortization		1,684.8			999.9			983.7
Change in deferred income taxes		(621.8	)		(472.8	)		(301.6	)
Net gains on sale of businesses		(895.4	)		—			—
Non-cash stock-based compensation		117.1			90.9			78.2
Tax benefits from stock-based compensation awards		(65.6	)		(48.8	)		(22.7	)
Non-cash charges for sale of inventories revalued at the date of        acquisition		303.4			23.9			52.4
Other non-cash expenses, net		38.0			22.7			53.8
Changes in assets and liabilities, excluding the effects of        acquisitions and dispositions:
Accounts receivable		(145.4	)		(147.9	)		12.0
Inventories		(109.8	)		(72.2	)		(59.9	)
Other assets		163.1			168.7			(100.3	)
Accounts payable		1.2			47.0			10.0
Other liabilities		308.4			163.3			127.2
Contributions to retirement plans		(49.6	)		(38.2	)		(23.3	)
Net cash provided by continuing operations		2,623.9			2,015.6			2,067.9
Net cash used in discontinued operations		(4.3	)		(4.9	)		(28.4	)
Net cash provided by operating activities		2,619.6			2,010.7			2,039.5
Investing Activities
Acquisitions, net of cash acquired		(13,060.1	)		(11.4	)		(1,083.4	)
Proceeds from sale of businesses, net of cash divested		1,521.8			—			—
Purchase of property, plant and equipment		(427.6	)		(282.4	)		(315.1	)
Proceeds from sale of property, plant and equipment		49.3			20.7			12.8
Proceeds from sale of investments		88.6			7.6			1.9
Decrease (increase) in restricted cash		48.6			4.0			(45.1	)
Other investing activities, net		(3.3	)		(1.8	)		(0.8	)
Net cash used in continuing operations		(11,782.7	)		(263.3	)		(1,429.7	)
Net cash provided by discontinued operations		—			—			58.8
Net cash used in investing activities	$	(11,782.7	)	$	(263.3	)	$	(1,370.9	)

F-6

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)

	Year Ended
	December 31,			December 31,			December 31,
(In millions)	2014			2013			2012
Financing Activities
Net proceeds from issuance of long-term debt	$	6,592.3		$	3,167.8		$	1,282.1
(Decrease) increase in commercial paper, net		(249.9	)		199.9			(849.3	)
Repayment of long-term obligations		(4,429.4	)		(1.0	)		(354.5	)
(Decrease) increase in short-term notes payable		(36.6	)		(12.0	)		24.0
Purchases of company common stock		—			(89.8	)		(1,150.0	)
Dividends paid		(234.8	)		(216.2	)		(142.2	)
Net proceeds from issuance of company common stock		2,942.0			—			—
Net proceeds from issuance of company common stock under      employee stock plans		155.4			230.4			254.1
Tax benefits from stock-based compensation awards		65.6			48.8			22.7
Other financing activities, net		(8.5	)		(17.9	)		(4.6	)
Net cash provided by (used in) financing activities		4,796.1			3,310.0			(917.7	)
Exchange Rate Effect on Cash		(115.5	)		(37.0	)		38.4
(Decrease) Increase in Cash and Cash Equivalents		(4,482.5	)		5,020.4			(210.7	)
Cash and Cash Equivalents at Beginning of Period		5,826.0			805.6			1,016.3
Cash and Cash Equivalents at End of Period	$	1,343.5		$	5,826.0		$	805.6
See Note 13 for supplemental cash flow information.

The accompanying notes are an integral part of these consolidated financial statements.

F-7

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

																			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, 2011		406.4		$	406.4		$	10,152.0		$	6,716.3			(35.0	)	$	(1,837.1	)	$	(399.5	)	$	15,038.1
Issuance of shares under employees'     and directors' stock plans		7.1			7.1			254.7			—			(0.2	)		(9.7	)		—			252.1
Stock-based compensation		—			—			78.2			—			—			—			—			78.2
Tax benefit related to employees'     and directors' stock plans		—			—			18.7			—			—			—			—			18.7
Purchases of company common     stock		—			—			—			—			(20.8	)		(1,150.0	)		—			(1,150.0	)
Dividends declared		—			—			—			(196.9	)		—			—			—			(196.9	)
Net income		—			—			—			1,177.9			—			—			—			1,177.9
Other comprehensive items		—			—			—			—			—			—			249.1			249.1
Other		—			—			(2.5	)		—			—			—			—			(2.5	)
Balance at December 31, 2012		413.5		$	413.5		$	10,501.1		$	7,697.3			(56.0	)	$	(2,996.8	)	$	(150.4	)	$	15,464.7
Retirement of treasury shares		(50.0	)		(50.0	)		(2,647.7	)		—			50.0			2,697.7			—			—
Issuance of shares under employees'     and directors' stock plans		6.1			6.1			232.9			—			(0.3	)		(23.3	)		—			215.7
Stock-based compensation		—			—			90.9			—			—			—			—			90.9
Tax benefit related to employees'     and directors' stock plans		—			—			46.6			—			—			—			—			46.6
Purchases of company common     stock		—			—			—			—			(1.3	)		(89.8	)		—			(89.8	)
Dividends declared		—			—			—			(217.3	)		—			—			—			(217.3	)
Net income		—			—			—			1,273.3			—			—			—			1,273.3
Other comprehensive items		—			—			—			—			—			—			73.2			73.2
Other		—			—			(1.2	)		—			—			—			—			(1.2	)
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		4.0			4.0			161.3			—			(0.4	)		(43.7	)		—			121.6
Issuance of shares		34.9			34.9			2,907.4			—			—			—			—			2,942.3
Stock-based compensation		—			—			117.1			—			—			—			—			117.1
Tax benefit related to employees'     and directors' stock plans		—			—			65.4			—			—			—			—			65.4
Dividends declared		—			—			—			(240.8	)		—			—			—			(240.8	)
Net income		—			—			—			1,894.4			—			—			—			1,894.4
Other comprehensive items		—			—			—			—			—			—			(1,207.8	)		(1,207.8	)
Other		—			—			(0.2	)		—			—			—			—			(0.2	)
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

The accompanying notes are an integral part of these consolidated financial statements.

F-8

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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. On February 3, 2014, the company acquired Life Technologies Corporation (Note 2).

Principles of Consolidation

The accompanying financial statements include the accounts of the company and its wholly and majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated. The company accounts for investments in businesses using the equity method when it has significant influence but not control (generally between 20% and 50% ownership) and is not the primary beneficiary.

Revenue Recognition and Accounts Receivable

           Revenue is recognized after all significant obligations have been met, collectability is probable and title has passed, which typically occurs upon shipment or delivery or completion of services. If customer-specific acceptance criteria exist, the company recognizes revenue after demonstrating adherence to the acceptance criteria. The company recognizes revenue and related costs for arrangements with multiple deliverables, such as equipment and installation, as each element is delivered or completed based upon its relative fair value. When a portion of the customer’s payment is not due until installation or other deliverable occurs, the company defers that portion of the revenue until completion of installation or transfer of the deliverable. Provisions for discounts, warranties, rebates to customers, returns and other adjustments are provided for in the period the related sales are recorded. Sales taxes, value-added taxes and certain excise taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenue.

 The company recognizes revenue from the sale of software. License fee revenues relate primarily to sales of perpetual licenses to end-users and are recognized when a formal agreement exists, the license fee is fixed and determinable, delivery of the software has occurred and collection is probable. Software arrangements with customers often include multiple elements, including software products, maintenance and support. The company recognizes software license fees based on the residual method after all elements have either been delivered or vendor specific objective evidence (VSOE) of fair value exists for such undelivered elements. In the event VSOE is not available for any undelivered element, revenue for all elements is deferred until delivery is completed. Revenues from software maintenance and support contracts are recognized on a straight-line basis over the term of the contract, which is generally a period of one year. VSOE of fair value of software maintenance and support is determined based on the price charged for the maintenance and support when sold separately. Revenues from training and consulting services are recognized as services are performed, based on VSOE, which is determined by reference to the price customers pay when the services are sold separately.

 Royalty revenue is recognized when the amounts are earned and determinable during the applicable period based on historical activity. For those arrangements where royalties cannot be reasonably estimated, revenue is recognized upon the receipt of cash or royalty statements from licensees.

 Service revenues represent the company’s service offerings including clinical trial logistics, asset management, diagnostic testing, training, service contracts, and field service including related time and materials. Service revenues are recognized as the service is performed. Revenues for service contracts are recognized ratably over the contract period.

F-9

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 Accounts receivable are recorded at the invoiced amount and do not bear interest. The company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to pay amounts due. The allowance for doubtful accounts is the company’s best estimate of the amount of probable credit losses in existing accounts receivable. The company determines the allowance based on the age of the receivable, the creditworthiness of the customer and any other information that is relevant to the judgment. Account balances are charged off against the allowance when the company believes it is probable the receivable will not be recovered. The company does not have any off-balance-sheet credit exposure related to customers.

 The company records shipping and handling charges billed to customers in net sales and records shipping and handling costs in cost of product revenues for all periods presented.

 Deferred revenue in the accompanying balance sheet consists primarily of unearned revenue on service contracts, which is recognized ratably over the terms of the contracts. Substantially all of the deferred revenue in the accompanying 2014 balance sheet will be recognized within one year.

Warranty Obligations

The company provides for the estimated cost of standard product warranties, primarily from historical information, in cost of product revenues at the time product revenue is recognized. While the company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component supplies, the company’s warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure and supplier warranties on parts delivered to the company. Should actual product failure rates, utilization levels, material usage, service delivery costs or supplier warranties on parts differ from the company’s estimates, revisions to the estimated warranty liability would be required. The liability for warranties is included in other accrued expenses in the accompanying balance sheet. Extended warranty agreements are considered service contracts which are discussed above. Costs of service contracts are recognized as incurred. The changes in the carrying amount of standard product warranty obligations are as follows:

	Year Ended
	December 31,			December 31,
(In millions)	2014			2013
Beginning Balance	$	49.8		$	48.7
Provision charged to income		80.6			70.7
Usage		(78.4	)		(70.9	)
Acquisitions		7.1			—
Adjustments to previously provided warranties, net		1.0			1.0
Currency translation		(2.6	)		0.3
Ending Balance	$	57.5		$	49.8

Research and Development

The company conducts research and development activities to increase its depth of capabilities in technologies, software and services. Research and development costs include employee compensation and benefits, consultants, facilities related costs, material costs, depreciation and travel. Research and development costs are expensed as incurred.

Income Taxes

The company recognizes deferred income taxes based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return.

The financial statements reflect expected future tax consequences of uncertain tax positions that the company has taken or expects to take on a tax return presuming the taxing authorities’ full knowledge of the positions and all relevant facts, but without discounting for the time value of money (Note 7).

F-10

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Earnings per Share

Basic earnings per share has been computed by dividing net income by the weighted average number of shares outstanding during the year. Except where the result would be antidilutive to income from continuing operations, diluted earnings per share has been computed using the treasury stock method for the equity forward agreements and outstanding stock options and restricted units, as well as their related income tax effects (Note 8).

Cash and Cash Equivalents

Cash equivalents consists principally of money market funds, commercial paper and other marketable securities purchased with an original maturity of three months or less. These investments are carried at cost, which approximates market value.

Investments

 The company’s marketable equity and debt securities that are part of its cash management activities are considered short-term investments in the accompanying balance sheet. In addition, at December 31, 2014 and 2013, the company owned $8.7 million and $14.3 million, respectively, of marketable equity and debt securities that represent less than 20% ownership and for which the company does not have the ability to exert significant influence. Such investments are included in other assets in the accompanying balance sheet and are considered available-for-sale. All available-for-sale securities are carried at fair market value, with the difference between cost and fair market value, net of related tax effects, recorded in the “accumulated other comprehensive items” component of shareholders’ equity (Notes 11 and 12).

Other investments for which there are not readily determinable market values are accounted for under the cost method of accounting. The company periodically evaluates the carrying value of its investments accounted for under the cost method of accounting, which provides that they are recorded at the lower of cost or estimated net realizable value. At December 31, 2014 and 2013, the company had cost method investments with carrying amounts of $38.5 million and $13.7 million, respectively, which are included in other assets.

Inventories

Inventories are valued at the lower of cost or market, cost being determined principally by the first-in, first-out (FIFO) method with certain of the company’s businesses utilizing the last-in, first-out (LIFO) method. The company periodically reviews quantities of inventories on hand and compares these amounts to the expected use of each product or product line. In addition, the company has certain inventory that is subject to fluctuating market pricing. The company assesses the carrying value of this inventory based on a lower of cost or market analysis. The company records a charge to cost of sales for the amount required to reduce the carrying value of inventory to net realizable value. Costs associated with the procurement of inventories, such as inbound freight charges, purchasing and receiving costs, and internal transfer costs, are included in cost of revenues in the accompanying statement of income. The components of inventories are as follows:

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	December 31,		December 31,
(In millions)	2014		2013
Raw Materials	$	441.6	$	347.4
Work in Process		207.6		157.7
Finished Goods		1,210.3		989.4
Inventories	$	1,859.5	$	1,494.5

 The value of inventories maintained using the LIFO method was $203.1 million and $197.0 million at December 31, 2014 and 2013, respectively, which was below estimated replacement cost by $25.2 million and $26.5 million, respectively. The company recorded a reduction in cost of revenues as a result of the liquidation of LIFO inventories of $0.1 million and $0.3 million in 2013 and 2012, respectively.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. The costs of additions and improvements are capitalized, while maintenance and repairs are charged to expense as incurred. The company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the property as follows: buildings and improvements, 25 to 40 years; machinery and equipment (including software), 3 to 10 years; and leasehold improvements, the shorter of the term of the lease or the life of the asset. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and the resulting gain or loss is reflected in the accompanying statement of income. Property, plant and equipment consists of the following:

	December 31,		December 31,
(In millions)	2014		2013
Land	$	281.8	$	212.2
Buildings and Improvements		955.1		821.0
Machinery, Equipment and Leasehold Improvements		2,632.0		2,047.9
Property, Plant and Equipment, at Cost		3,868.9		3,081.1
Less: Accumulated Depreciation and Amortization		1,442.4		1,313.7
Property, Plant and Equipment, at Cost, Net	$	2,426.5	$	1,767.4

 Depreciation and amortization expense of property, plant and equipment including amortization of assets held under capital leases, was $353.1 million, $236.8 million and $236.1 million in 2014, 2013 and 2012, respectively.

Acquisition-related Intangible Assets

Acquisition-related intangible assets include the costs of acquired customer relationships, product technology, tradenames and other specifically identifiable intangible assets, and are being amortized using the straight-line method over their estimated useful lives, which range from 3 to 20 years. In addition, the company has tradenames and in-process research and development that have indefinite lives and which are not amortized. The company reviews intangible assets for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. Intangible assets with indefinite lives are reviewed for impairment annually or whenever events or changes in circumstances indicate they may be impaired. Acquisition-related intangible assets are as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

		December 31, 2014							December 31, 2013
				Accumulated							Accumulated
(In millions)		Gross			Amortization		Net		Gross			Amortization		Net
Definite Lived:
	Customer relationships	$	11,866.8		$	(3,340.6)	$	8,526.2	$	6,738.2		$	(2,771.2)	$	3,967.0
	Product technology		4,898.1			(1,501.3)		3,396.8		2,530.8			(1,187.0)		1,343.8
	Tradenames		1,333.0			(448.7)		884.3		816.0			(395.4)		420.6
	Other		34.2			(33.3)		0.9		36.8			(34.6)		2.2
			18,132.1			(5,323.9)		12,808.2		10,121.8			(4,388.2)		5,733.6
Indefinite Lived:
	Tradenames		1,234.8			—		1,234.8		1,326.9			—		1,326.9
	In-process research     and development		67.1			—		67.1		10.8			—		10.8
			1,301.9			—		1,301.9		1,337.7			—		1,337.7
Acquisition-related       Intangible Assets		$	19,434.0		$	(5,323.9)	$	14,110.1	$	11,459.5		$	(4,388.2)	$	7,071.3

 The estimated future amortization expense of acquisition-related intangible assets with definite lives is as follows:

(In millions)
2015	$	1,321.5
2016		1,293.0
2017		1,270.5
2018		1,231.7
2019		1,210.8
2020 and thereafter		6,480.7
Estimated Future Amortization Expense of Definite-lived Intangible Assets	$	12,808.2

 Amortization of acquisition-related intangible assets in continuing operations was $1.33 billion, $763.1 million and $747.6 million in 2014, 2013 and 2012, respectively.

Other Assets

Other assets in the accompanying balance sheet include deferred tax assets, investments in joint ventures, cash surrender value of life insurance, cost-method and available-for-sale investments, pension assets, deferred debt issuance costs, insurance recovery receivables related to product liability matters, restricted cash, notes receivable and other assets.

 The company owns 49% - 50% non-controlling interests in two joint ventures and records its pro rata share of the joint ventures’ results in other expense, net, in the accompanying statement of income, using the equity method of accounting. The joint ventures were formed to combine the company’s capabilities with those of businesses contributed by the respective joint venture partners in the fields of integrated response technology services and disposable laboratory glass products. The results of the joint ventures were not material for any period presented. The company made purchases of products for resale from the glass products joint venture totaling $46.2 million, $46.6 million and $48.3 million in 2014, 2013 and 2012, respectively.

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Goodwill

The company assesses the realizability of goodwill annually and whenever events or changes in circumstances indicate it may be impaired. Such events or circumstances generally include the occurrence of operating losses or a significant decline in earnings associated with one or more of the company’s reporting units. The company estimates the fair value of its reporting units by using forecasts of discounted future cash flows and peer market multiples. When an impairment is indicated, any excess of carrying value over the implied fair value of goodwill is recorded as an operating loss. The company completed annual tests for impairment at October 31, 2014 and November 1, 2013, and determined that goodwill was not impaired.

 The changes in the carrying amount of goodwill by segment are as follows:

(In millions)	Life Sciences Solutions			Analytical Instruments			Specialty Diagnostics			Laboratory Products and Services			Total
Balance at December 31, 2012	$	285.5		$	2,759.0		$	4,229.2		$	5,200.8		$	12,474.5
Finalization of purchase price       allocations for 2012 acquisitions		—			(0.1	)		0.5			—			0.4
Currency translation		6.9			3.7			28.3			(6.4	)		32.5
Other		—			(1.2	)		0.1			(3.0	)		(4.1	)
Balance at December 31, 2013		292.4			2,761.4			4,258.1			5,191.4			12,503.3
Acquisitions		7,179.5			—			—			—			7,179.5
Sale of businesses		(122.0	)		—			(13.6	)		(206.5	)		(342.1	)
Currency translation		(105.0	)		(31.0	)		(347.2	)		(13.9	)		(497.1	)
Other		0.4			(0.6	)		2.3			(3.1	)		(1.0	)
Balance at December 31, 2014	$	7,245.3		$	2,729.8		$	3,899.6		$	4,967.9		$	18,842.6

Asset Retirement Obligations

The company reviews legal obligations associated with the retirement of long-lived assets that result from contractual obligations or the acquisition, construction, development and/or normal use of the assets. If it is determined that a legal obligation exists, regardless of whether the obligation is conditional on a future event, the fair value of the liability for an asset retirement obligation is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset, and this additional carrying amount is depreciated over the life of the asset. The difference between the gross expected future cash outflow and its present value is accreted over the life of the related lease as interest expense. At December 31, 2014 and 2013, the company had recorded asset retirement obligations of $39.0 million and $28.2 million, respectively, which are primarily included in other long-term liabilities in the accompanying balance sheet.

Loss Contingencies

Accruals are recorded for various contingencies, including legal proceedings, environmental, workers’ compensation, product, general and auto liabilities, self-insurance and other claims that arise in the normal course of business. The accruals are based on management’s judgment, historical claims experience, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuarial estimates. Additionally, the company records receivables from third-party insurers up to the amount of the loss when recovery has been determined to be probable. Liabilities acquired in acquisitions have been recorded at fair value and, as such, were discounted to present value at the dates of acquisition.

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Advertising

 The company records advertising costs as expenses as incurred, except for certain direct-response advertising, which is capitalized and amortized on a straight-line basis over its expected period of future benefit, generally one to three years. Direct-response advertising consists of external catalog production and mailing costs, and amortization of these costs begins on the date the catalogs are first mailed. Advertising expense was $47.7 million, $33.2 million and $39.5 million in 2014, 2013 and 2012, respectively.

Currency Translation

All assets and liabilities of the company’s non-U.S. subsidiaries are translated at year-end exchange rates. Resulting translation adjustments are reflected in the “accumulated other comprehensive items” component of shareholders’ equity. Revenues and expenses are translated at average exchange rates for the year. Currency transaction gains and losses are included in the accompanying statement of income and in aggregate were a net gain of $33.0 million in 2014, and net losses of $16.6 million and $11.0 million in 2013 and 2012, respectively.

Derivative Contracts

The company is exposed to certain risks relating to its ongoing business operations including changes to interest rates, currency exchange rates and commodity prices. The company uses derivative instruments primarily to manage currency exchange and interest rate risks. The company recognizes derivative instruments as either assets or liabilities and measures those instruments at fair value. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Derivatives that are not designated as hedges are recorded at fair value through earnings.

The company uses short-term forward and option currency exchange contracts primarily to hedge certain balance sheet and operational exposures resulting from changes in currency exchange rates, predominantly intercompany loans and cash balances that are denominated in currencies other than the functional currencies of the respective operations. These contracts principally hedge transactions denominated in euro, British pounds sterling, Japanese yen, Norwegian kroner, and Swedish kronor. The company does not hold or engage in transactions involving derivative instruments for purposes other than risk management. As of December 31, 2014, the company had no outstanding foreign exchange contracts that were hedging anticipated purchases or sales.

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 2.00% Senior Notes, due 2025, 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.

Cash flow hedges. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. As of December 31, 2014, the company had no outstanding derivative contracts that were accounted for as cash flow hedges.

Fair value hedges. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in earnings. During 2011 and 2013, in connection with new debt issuances, the company entered into interest rate swap arrangements. The company includes the gain or loss on the hedged items (fixed-rate debt) in the same line item (interest expense) as the offsetting effective portion of the loss or gain on the related interest rate swaps.

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 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 is not expected to 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 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 in 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 is not expected to have a material impact on the company’s consolidated financial statements.

Note 2.            Acquisitions and Dispositions

         The company’s acquisitions have historically been made at prices above the 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.

2014

On February 3, 2014, the company completed the acquisition of Life Technologies Corporation, within the Life Sciences Solutions segment, for a total purchase price of $15.30 billion, net of cash acquired, including the assumption of $2.28 billion of debt. The company issued debt and common stock in late 2013 and early 2014 to partially fund the acquisition (Notes 9 and 11). Life Technologies provides innovative products and services to customers conducting scientific research and genetic analysis, as well as those in applied markets, such as forensics and food safety testing. The acquisition of Life Technologies extends customer reach and broadens the company’s offerings in biosciences; genetic, medical and applied sciences; and bioproduction. Life Technologies’ revenues totaled $3.87 billion in 2013. The purchase price exceeded the fair value of the identifiable net assets and, accordingly, $7.17 billion was allocated to goodwill, substantially none of which is tax deductible.

F-16

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In addition, in 2014, the company acquired an animal health diagnostics company, within the Life Sciences Solutions segment, and a distributor of analytical instruments, within the Analytical Instruments segment, for an aggregate of $36 million, net of cash acquired.

During 2014, the company made contingent purchase price payments totaling $13 million for acquisitions completed prior to 2014. 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 2014 acquisitions are as follows:

(In millions)	Life Technologies			Other			Total
Purchase Price
Cash paid	$	13,487.3		$	47.3		$	13,534.6
Debt assumed		2,279.5			—			2,279.5
Cash acquired		(463.0	)		(11.5	)		(474.5	)
	$	15,303.8		$	35.8		$	15,339.6
Net Assets Acquired
Current assets	$	1,755.5		$	18.5		$	1,774.0
Property, plant and equipment		748.1			1.1			749.2
Definite-lived intangible assets:
Customer relationships		5,883.0			7.0			5,890.0
Product technology		2,626.9			5.5			2,632.4
Tradenames and other		619.1			—			619.1
Indefinite-lived intangible assets:
In-process research and development		58.4			—			58.4
Goodwill		7,167.0			12.5			7,179.5
Other assets		246.7			0.1			246.8
Liabilities assumed		(3,800.9	)		(8.9	)		(3,809.8	)
	$	15,303.8		$	35.8		$	15,339.6

 The weighted-average amortization periods for intangible assets acquired in 2014 are 16 years for customer relationships, 11 years for product technology and 9 years for definite-lived tradenames and other. The weighted average amortization period for all definite-lived intangible assets acquired in 2014 is 14 years.

2013

During 2013, the company made contingent purchase price and post closing adjustment payments totaling $40 million for acquisitions completed prior to 2013. The contingent purchase price payments were contractually due to the sellers upon achievement of certain performance criteria at the acquired businesses.

2012

In September 2012, the company acquired One Lambda, a provider of transplant diagnostics, for approximately $885 million, net of cash acquired, including related real estate plus $25 million of additional contingent consideration based upon the achievement of specified operating results in the year following the acquisition. The company recorded $13 million as the fair value of contingent consideration at the acquisition date and an additional $12 million as a charge to selling, general and administrative expense in 2013. The $25 million contingent purchase price obligation was paid in 2013. The acquisition was within the Specialty Diagnostics segment. The acquisition of One Lambda enhanced the segment’s presence in specialty in vitro diagnostics and added new capabilities to the company’s transplant-testing workflow. Revenues of One Lambda were $182 million in 2011. The purchase price exceeded the fair value of the identifiable net assets and, accordingly, $274 million was allocated to goodwill, all of which is tax deductible.

F-17

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In May 2012, the company acquired, within the Laboratory Products and Services segment, Doe & Ingalls Management, LLC, a North Carolina-based channel for specialty production chemicals and provider of customized supply-chain services to the life sciences and microelectronics industries, for $175 million. The acquisition expands the segment’s products and services that address the production market. Revenues of Doe & Ingalls totaled approximately $110 million in 2011. The purchase price exceeded the fair value of the identifiable net assets and, accordingly, $81 million was allocated to goodwill, $53 million of which is tax deductible.

In addition, in 2012, the company acquired, within the Analytical Instruments segment, a manufacturer and supplier of radioactive isotope identifiers, x-ray and gamma-ray detectors and spectroscopy systems used to detect radioactive and other nuclear materials in security and environmental settings and a manufacturer of miniature NMR spectrometers. The company acquired, within the Specialty Diagnostics segment, a business that holds proprietary technology for tests to diagnose pre-eclampsia and eclampsia. The aggregate consideration for these acquisitions was $25 million plus contingent consideration of up to $15 million.

The company made contingent purchase price and post closing adjustment payments totaling $6 million in 2012, for acquisitions completed prior to 2012. 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 2012 acquisitions, as revised in 2013 for finalization of the valuation process are as follows:

(In millions)	One Lambda			Doe &  Ingalls			Other			Total
Purchase Price
Cash paid	$	886.3		$	174.9		$	25.4		$	1,086.6
Fair value of contingent consideration		13.1			1.5			5.3			19.9
Cash acquired		(1.3	)		—			—			(1.3	)
	$	898.1		$	176.4		$	30.7		$	1,105.2
Net Assets Acquired
Current assets	$	110.2		$	21.9		$	2.1		$	134.2
Property, plant and equipment		30.2			11.6			0.1			41.9
Intangible assets:
Customer relationships		330.7			68.1			3.2			402.0
Product technology		172.5			1.1			13.9			187.5
Tradenames and other		17.2			16.8			—			34.0
Goodwill		274.0			81.1			15.5			370.6
Other assets		—			0.5			—			0.5
Liabilities assumed		(36.7	)		(24.7	)		(4.1	)		(65.5	)
	$	898.1		$	176.4		$	30.7		$	1,105.2

 The weighted average amortization periods for intangible assets acquired in 2012 are 13 years for customer relationships, 11 years for product technology and 13 years for tradenames and other. The weighted average amortization period for all intangible assets in the above table is 13 years.

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unaudited Pro Forma Information

The company acquired Life Technologies in February 2014. Revenues of Life Technologies after the date of acquisition are included in the accompanying statement of income and totaled approximately $3.61 billion in 2014. Immediately upon the closing of the acquisition, the company began integrating Life Technologies and as such the legacy and acquired businesses are now sharing various selling, general and administrative functions. As a result, computing a separate measure of Life Technologies’ stand-alone profitability for periods after the acquisition date is not practical.

 Had the acquisition of Life Technologies been completed as of the beginning of 2013, the company’s pro forma results for 2014 and 2013 would have been as follows:

(In millions except per share amounts)	2014		2013
Revenues	$	17,169.2	$	16,831.4
Income from Continuing Operations	$	2,203.2	$	1,008.4
Net Income	$	2,202.1	$	1,002.6
Earnings per Share from Continuing Operations:
Basic	$	5.52	$	2.55
Diluted	$	5.46	$	2.53
Earnings per Share:
Basic	$	5.51	$	2.54
Diluted	$	5.46	$	2.51

 Pro forma results include non-recurring pro forma adjustments that were directly attributable to the business combination to reflect amounts as if the acquisition had been completed as of the beginning of 2013, as follows:

• Pre-tax charge to selling, general and administrative expenses of $231.4 million in 2013, for acquisition-related transaction costs incurred by the company and Life Technologies;

• Pre-tax charge to cost of revenues of $301.4 million in 2013, for the sale of Life Technologies inventories revalued at the date of acquisition;

• Pre-tax charge of $91.7 million in 2013, for monetizing equity awards held by Life Technologies’ employees at the date of acquisition;

• Pre-tax charge of $37.6 million in 2013, to conform the accounting policies of Life Technologies with the company's accounting policies; and

• Pre-tax reduction of revenues of $8.1 million and $23.9 million in 2014 and 2013, respectively, for revaluing Life Technologies’ deferred revenue obligations to fair value.

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 acquisitions occurred at the beginning of 2013.

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dispositions

 On August 15, 2014, the company sold its Cole-Parmer specialty channel business, part of the Laboratory Products and Services segment, for $480 million in cash, net of cash divested. The sale of this business resulted in a pre-tax gain of approximately $134 million, included in restructuring and other costs (income), net. Due to the low tax basis in the Cole-Parmer business, the tax provision related to the sale slightly exceeded the pre-tax gain, resulting in a $4 million after-tax loss on the sale of the business. Revenues and operating income of the business sold were approximately $232 million and $43 million, respectively, for the year ended December 31, 2013 and $149 million and $28 million, respectively, in 2014 through the date of sale.

 The assets and liabilities of the Cole-Parmer business were as follows at June 28, 2014:

	June 28,
(In millions)	2014
Current Assets	$	39.5
Long-term Assets		400.3
Current Liabilities		15.5
Long-term Liabilities		84.1

 On March 21, 2014, the company sold its legacy sera and media, gene modulation and magnetic beads businesses to GE Healthcare for $1.06 billion, net of cash divested, or $0.8 billion of after-tax proceeds. The businesses were included principally in the Life Sciences Solutions segment. Divestiture of these businesses was a condition to obtaining antitrust approval for the Life Technologies acquisition. Revenues and operating income of the businesses sold were approximately $250 million and $64 million, respectively, for the year ended December 31, 2013 and $61 million and $12 million, respectively, in 2014 through the date of sale. The sale of these businesses resulted in a pre-tax gain of approximately $761 million, included in restructuring and other costs (income), net.

 The assets and liabilities of the businesses sold in March 2014 were as follows at December 31, 2013:

	December 31,
(In millions)	2013
Current Assets	$	74.3
Long-term Assets		229.3
Current Liabilities		6.4
Long-term Liabilities		22.0

         
 In October 2012, the company sold its laboratory workstations business (see Note 15).

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3.            Business Segment and Geographical 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.

F-21

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Business Segment Information

(In millions)	2014			2013			2012
Revenues
Life Sciences Solutions	$	4,195.7		$	712.5		$	658.8
Analytical Instruments		3,252.2			3,154.2			3,114.7
Specialty Diagnostics		3,343.6			3,191.7			2,961.5
Laboratory Products and Services		6,601.5			6,398.8			6,102.8
Eliminations		(503.4	)		(366.9	)		(327.9	)
Consolidated revenues		16,889.6			13,090.3			12,509.9
Segment Income (a)
Life Sciences Solutions		1,214.9			169.7			154.8
Analytical Instruments		581.1			558.7			554.6
Specialty Diagnostics		916.0			863.7			758.1
Laboratory Products and Services		982.8			960.4			912.4
Subtotal reportable segments (a)		3,694.8			2,552.5			2,379.9
Cost of revenues charges		(327.6	)		(28.6	)		(55.6	)
Selling, general and administrative charges, net		(130.7	)		(73.5	)		(12.5	)
Restructuring and other (costs) income, net		598.2			(77.7	)		(82.1	)
Amortization of acquisition-related intangible assets		(1,331.7	)		(763.1	)		(747.6	)
Consolidated operating income		2,503.0			1,609.6			1,482.1
Other expense, net (b)		(415.8	)		(290.1	)		(212.7	)
Income from continuing operations before income taxes	$	2,087.2		$	1,319.5		$	1,269.4
Depreciation
Life Sciences Solutions	$	131.6		$	17.1		$	16.8
Analytical Instruments		39.0			41.2			42.5
Specialty Diagnostics		76.7			73.9			72.9
Laboratory Products and Services		105.8			104.6			103.9
Consolidated depreciation	$	353.1		$	236.8		$	236.1

(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.

F-22

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions)	2014		2013		2012
Total Assets
Life Sciences Solutions	$	19,257.0	$	1,115.5	$	1,115.6
Analytical Instruments		4,133.3		4,321.4		4,304.9
Specialty Diagnostics		8,047.7		9,086.0		9,841.0
Laboratory Products and Services		10,875.7		11,523.5		11,531.5
Corporate/Other (c)		538.4		5,817.0		651.6
Consolidated total assets	$	42,852.1	$	31,863.4	$	27,444.6
Capital Expenditures
Life Sciences Solutions	$	104.4	$	19.3	$	26.9
Analytical Instruments		38.1		33.5		42.0
Specialty Diagnostics		84.7		77.9		97.6
Laboratory Products and Services		102.1		94.7		112.6
Corporate/Other		98.3		57.0		36.0
Consolidated capital expenditures	$	427.6	$	282.4	$	315.1

(c)	Corporate assets consist primarily of cash and cash equivalents, short-term investments, property and equipment at the company's corporate offices and assets of the discontinued operations.
Geographical Information

(In millions)	2014		2013		2012
Revenues (d)
United States	$	8,147.7	$	6,617.0	$	6,424.4
China		1,223.1		896.6		735.8
Germany		1,005.9		758.6		681.5
United Kingdom		754.5		532.4		507.1
Other		5,758.4		4,285.7		4,161.1
Consolidated revenues	$	16,889.6	$	13,090.3	$	12,509.9
Long-lived Assets (e)
United States	$	1,501.7	$	892.9	$	862.4
United Kingdom		265.5		224.3		223.9
Germany		170.3		165.9		165.2
Other		489.0		484.3		474.9
Consolidated long-lived assets	$	2,426.5	$	1,767.4	$	1,726.4

(d)	Revenues are attributed to countries based on customer location.
(e)	Includes property, plant and equipment, net.

F-23

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4.            Other Expense, Net

The components of other expense, net, in the accompanying statement of income are as follows:

(In millions)	2014			2013			2012
Interest Income	$	47.7		$	28.0		$	25.2
Interest Expense		(479.9	)		(262.1	)		(241.6	)
Other Items, Net		16.4			(56.0	)		3.7
Other Expense, Net	$	(415.8	)	$	(290.1	)	$	(212.7	)

Other Items, Net

In 2014, other items, net includes $9 million of net gains from equity and available-for-sale investments.

 In 2013, other items, net includes $74 million of charges related to amortization of fees paid to obtain bridge financing commitments related to the Life Technologies acquisition offset in part by $5 million of gains from sales of equity investments. Additionally, the company irrevocably contributed appreciated available-for-sale investments that had a fair value of $27 million to two of its U.K. defined benefit plans, resulting in realization of a previously unrecognized gain of $11 million.

Note 5.            Stock-based Compensation Expense

 The company has stock-based compensation plans for its key employees, directors and others. These plans permit the grant of a variety of stock and stock-based awards, including restricted stock units, stock options or performance-based shares, as determined by the compensation committee of the company’s Board of Directors or, for certain non-officer grants, by the company’s employee equity committee, which consists of its chief executive officer. The company generally issues new shares of its common stock to satisfy option exercises and restricted unit vestings. Grants of stock options and restricted units generally provide that in the event of both a change in control of the company and a qualifying termination of an option or unit holder’s employment, all options and service-based restricted unit awards held by the recipient become immediately vested (unless an employment or other agreement with the employee provides for different treatment).

Compensation cost is based on the grant-date fair value and is recognized ratably over the requisite vesting period or to the date based on qualifying retirement eligibility, if earlier.

 The components of stock-based compensation expense are as follows:

(In millions)	2014		2013		2012
Stock Option Awards	$	45.7	$	41.4	$	39.3
Restricted Unit Awards		71.4		49.5		38.9
Total Stock-based Compensation Expense	$	117.1	$	90.9	$	78.2

 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 2014, the company recorded expense for cash-in-lieu of equity of $34.8 million related to these arrangements.

 The company has elected to recognize any excess income tax benefits from stock option exercises in capital in excess of par value only if an incremental income tax benefit would be realized after considering all other tax attributes presently available to the company. The company measures the tax benefit associated with excess tax deductions related to stock-based compensation expense by multiplying the excess tax deductions by the statutory tax rates. The company uses the incremental tax benefit approach for utilization of tax attributes. Tax benefits recognized in capital in excess of par value on the accompanying balance sheet were $65.4 million, $46.6 million and $18.7 million, respectively, in 2014, 2013 and 2012.

F-24

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock Options

The company’s practice is to grant stock options at fair market value. Options vest over 3-5 years with terms of 7-10 years, assuming continued employment with certain exceptions. Vesting of the option awards is contingent upon meeting certain service conditions. The fair value of most option grants is estimated using the Black-Scholes option pricing model. For option grants that require the achievement of both service and market conditions, a lattice model is used to estimate fair value. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the historical volatility of the company’s stock. Historical data on exercise patterns is the basis for estimating the expected life of an option. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term which approximates the expected life assumed at the date of grant. The expected annual dividend rate was calculated by dividing the company’s annual dividend, based on the most recent quarterly dividend rate, by the closing stock price on the grant date. The compensation expense recognized for all stock-based awards is net of estimated forfeitures. Forfeitures are estimated based on an analysis of actual option forfeitures.

 The weighted average assumptions used in the Black-Scholes option pricing model are as follows:

	2014			2013			2012
Expected Stock Price Volatility		25	%		33	%		34	%
Risk Free Interest Rate		1.3	%		0.7	%		0.8	%
Expected Life of Options (years)		4.4			4.5			4.5
Expected Annual Dividend		0.5	%		0.8	%		0.9	%

 The weighted average per share grant-date fair values of options granted during 2014, 2013 and 2012 were $26.89, $19.84 and $15.36, respectively. The total intrinsic value of options exercised during the same periods was $207.9 million, $189.8 million and $125.4 million, respectively. The intrinsic value is the difference between the market value of the shares on the exercise date and the exercise price of the option.

F-25

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A summary of the company’s option activity for the year ended December 31, 2014 is presented below:

						Weighted
						Average
				Weighted		Remaining		Aggregate
				Average		Contractual		Intrinsic
		Shares		Exercise		Term		Value (a)
		(in millions)		Price		(in years)		(in millions)
Outstanding at December 31, 2013			11.5		54.81
	Granted		2.6		124.03
	Exercised		(3.0)		51.55
	Canceled / Expired		(0.6)		85.23
Outstanding at December 31, 2014			10.5		71.34		4.1
Vested and Unvested Expected to Vest at
December 31, 2014			10.1		70.04		4.0	$	558.3
Exercisable at December 31, 2014			4.9		51.09		2.9	$	365.9
(a)	Market price per share on December 31, 2014 was $125.29. The intrinsic value is zero for options with exercise prices above the market price.

 As of December 31, 2014, there was $77 million of total unrecognized compensation cost related to unvested stock options granted. The cost is expected to be recognized through 2018 with a weighted average amortization period of 2.5 years.

Restricted Share/Unit Awards

Awards of restricted units convert into an equivalent number of shares of common stock. The awards generally vest over 3-4 years, assuming continued employment, with some exceptions. Vesting of the awards is contingent upon meeting certain service conditions and may also be contingent upon meeting certain performance and/or market conditions. The fair market value of the award at the time of the grant is amortized to expense over the requisite service period of the award, which is generally the vesting period. Recipients of restricted units have no voting rights but are entitled to accrue dividend equivalents. The fair value of service- and performance-based restricted unit awards is determined based on the number of units granted and the market value of the company’s shares on the grant date. For awards with market-based vesting conditions, the company uses a lattice model to estimate the grant-date fair value of the award.

 A summary of the company’s restricted unit activity for the year ended December 31, 2014 is presented below:

	Units (in thousands)		Weighted Average Grant-Date Fair Value
Unvested at December 31, 2013		1,847	62.43
Granted		982	116.77
Vested		(896)	67.72
Forfeited		(128)	94.57
Unvested at December 31, 2014		1,805	87.09

 The total fair value of shares vested during 2014, 2013 and 2012 was $60.7 million, $47.2 million and $23.0 million, respectively.

F-26

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 As of December 31, 2014, there was $101 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 2.2 years.

Employee Stock Purchase Plans

Qualifying employees are eligible to participate in an employee stock purchase plan sponsored by the company. Shares may be purchased under the program at 95% of the fair market value at the end of the purchase period and the shares purchased are not subject to a holding period. Shares are purchased through payroll deductions of up to 10% of each participating employee’s gross wages. The company issued 119,000, 100,000 and 151,000 shares, respectively, of its common stock for the 2014, 2013 and 2012 plan years, which ended on December 31.

Note 6.            Pension and Other Postretirement Benefit Plans

401(k) Savings Plan and Other Defined Contribution Plans

The company’s 401(k) savings and other defined contribution plans cover the majority of the company’s eligible U.S. and certain non-U.S. employees. Contributions to the plans are made by both the employee and the company. Company contributions are based on the level of employee contributions. Company contributions to these plans are based on formulas determined by the company. In 2014, 2013 and 2012, the company charged to expense $118.4 million, $87.3 million and $86.0 million, respectively, related to its defined contribution plans.

Defined Benefit Pension 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.

 The company recognizes the funded status of defined benefit pension and other postretirement benefit plans as an asset or liability. This amount is defined as the difference between the fair value of plan assets and the benefit obligation. The company is required to recognize as a component of other comprehensive income, net of tax, the actuarial gains/losses and prior service costs/credits that arise but were not previously required to be recognized as components of net periodic benefit cost. Other comprehensive income is adjusted as these amounts are later recognized in income as components of net periodic benefit cost.

When a company with a pension plan is acquired, any excess of projected benefit obligation over the plan assets is recognized as a liability and any excess of plan assets over the projected benefit obligation is recognized as an asset. The recognition of a new liability or a new asset results in the elimination of (a) previously existing unrecognized net gain or loss and (b) unrecognized prior service cost or credits.

The company funds annually, at a minimum, the statutorily required minimum amount as actuarially determined. During 2014, 2013 and 2012, the company made cash contributions of approximately $49.6 million, $38.2 million and $23.3 million, respectively. Additionally, in 2013 the company irrevocably contributed appreciated available-for-sale investments that had a fair value of $27 million to two of its U.K. defined benefit plans. Contributions to the plans included in the following table are estimated at between $40 and $60 million for 2015.

F-27

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 The following table provides a reconciliation of benefit obligations and plan assets of the company’s domestic and non-U.S. pension plans and postretirement benefit plans:

	Domestic Pension  Benefits						Non-U.S. Pension  Benefits						Postretirement Benefits
(In millions)	2014			2013			2014			2013			2014			2013
Change in Projected Benefit Obligations
Benefit Obligation at Beginning of Year	$	449.2		$	490.0		$	857.9		$	831.0		$	38.7		$	42.0
Business combinations		849.0			—			135.1			—			14.9			—
Service costs		2.0			—			20.0			19.5			0.6			0.6
Interest costs		53.1			19.0			36.7			29.0			2.1			1.7
Settlements		(58.2	)		—			(19.3	)		(3.1	)		—			—
Plan participants' contributions		—			—			3.8			3.5			5.3			1.2
Actuarial (gains) losses		76.7			(34.8	)		170.3			(9.9	)		4.0			(3.6	)
Benefits paid		(80.7	)		(25.0	)		(32.0	)		(26.2	)		(8.4	)		(2.4	)
Currency translation and other		—			—			(97.1	)		14.1			(1.9	)		(0.8	)
Benefit Obligation at End of Year	$	1,291.1		$	449.2		$	1,075.4		$	857.9		$	55.3		$	38.7
Change in Fair Value of Plan Assets
Fair Value of Plan Assets at Beginning       of Year	$	374.4		$	367.1		$	670.7		$	588.4		$	—		$	—
Business combinations		687.1			—			96.5			—			8.0			—
Actual return on plan assets		111.4			31.8			141.0			33.4			0.6			—
Employer contribution		13.6			0.5			32.9			63.6			3.1			1.2
Plan participants' contributions		—			—			3.8			3.5			5.3			1.2
Settlements		(58.2	)		—			(19.3	)		(3.1	)		—			—
Benefits paid		(80.7	)		(25.0	)		(32.0	)		(26.2	)		(8.4	)		(2.4	)
Currency translation and other		—			—			(67.8	)		11.1			—			—
Fair Value of Plan Assets at End of Year	$	1,047.6		$	374.4		$	825.8		$	670.7		$	8.6		$	—
Funded Status	$	(243.5	)	$	(74.8	)	$	(249.6	)	$	(187.2	)	$	(46.7	)	$	(38.7	)
Accumulated Benefit Obligation	$	1,258.3		$	449.2		$	1,014.5		$	810.9
Amounts Recognized in Balance Sheet
Non-current asset	$	—		$	—		$	61.8		$	25.7		$	4.8		$	—
Current liability		(2.8	)		(0.6	)		(5.6	)		(4.6	)		(2.7	)		(2.0	)
Non-current liability		(240.7	)		(74.2	)		(305.8	)		(208.3	)		(48.8	)		(36.7	)
Net amount recognized	$	(243.5	)	$	(74.8	)	$	(249.6	)	$	(187.2	)	$	(46.7	)	$	(38.7	)
Amounts Recognized in Accumulated Other      Comprehensive Loss
Net actuarial loss	$	129.7		$	132.7		$	161.9		$	123.8		$	4.6		$	0.7
Prior service credits		—			—			—			(2.3	)		(0.3	)		(0.4	)
Net amount recognized	$	129.7		$	132.7		$	161.9		$	121.5		$	4.3		$	0.3

F-28

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 The actuarial assumptions used to compute the funded status for the plans are based upon information available as of December 31, 2014 and 2013 and are as follows:

	Domestic Pension Benefits			Non-U.S. Pension Benefits			Postretirement Benefits
	2014		2013	2014		2013	2014		2013
Weighted Average Assumptions Used to      Determine Projected Benefit Obligations
Discount rate		4.00%	4.75%		2.69%	3.91%		3.76%	4.75%
Average rate of increase in employee               compensation		4.00%	4.00%		3.03%	3.21%		—	—
Initial healthcare cost trend rate								7.07%	7.01%
Ultimate healthcare cost trend rate								5.22%	5.45%

 The actuarial assumptions used to compute the net periodic pension benefit cost (income) are based upon information available as of the beginning of the year, as presented in the following table:

	Domestic Pension Benefits					Non-U.S. Pension Benefits
	2014		2013	2012		2014	2013		2012
Weighted Average Assumptions Used to     Determine the Net Benefit Cost (Income)
Discount rate		4.46%	4.00%		4.50%	3.91%		3.65%	4.37%
Average rate of increase in employee             compensation		4.00%	4.00%		4.00%	3.22%		2.94%	3.23%
Expected long-term rate of return on assets		7.00%	7.00%		7.75%	4.88%		4.96%	5.17%

 The ultimate healthcare cost trend rates for the postretirement benefit plans are expected to be reached between 2015 and 2033.

 The discount rate reflects the rate the company would have to pay to purchase high-quality investments that would provide cash sufficient to settle its current pension obligations. The discount rate is determined based on a range of factors, including the rates of return on high-quality, fixed-income corporate bonds and the related expected duration of the obligations or, in certain instances, the company has used a hypothetical portfolio of high quality instruments with maturities that mirror the benefit obligation in order to accurately estimate the discount rate relevant to a particular plan.

 The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the projected benefit obligations. In determining the expected long-term rate of return on plan assets, the company considers the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance. In addition, the company may consult with and consider the opinions of financial and other professionals in developing appropriate return benchmarks.

 Asset management objectives include maintaining an adequate level of diversification to reduce interest rate and market risk and providing adequate liquidity to meet immediate and future benefit payment requirements.

 The expected rate of compensation increase reflects the long-term average rate of salary increases and is based on historic salary increase experience and management’s expectations of future salary increases.

F-29

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 The amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost in 2015 are as follows:

(In millions)	Domestic Pension Benefits		Non-U.S. Pension Benefits		Post- retirement Benefits
Net Actuarial Loss	$	0.8	$	9.0	$	0.4
Net Prior Service Credit		—		(0.1)		(0.1)
	$	0.8	$	8.9	$	0.3

 The projected benefit obligation and fair value of plan assets for the company’s qualified and non-qualified pension plans with projected benefit obligations in excess of plan assets are as follows:

	Pension Plans
(In millions)	2014		2013
Pension Plans with Projected Benefit Obligations in Excess of Plan Assets
Projected benefit obligation	$	1,820.2		$	988.3
Fair value of plan assets		1,265.3			700.6

 The accumulated benefit obligation and fair value of plan assets for the company's qualified and non-qualified pension plans with accumulated benefit obligations in excess of plan assets are as follows:

	Pension Plans
(In millions)	2014		2013
Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets
Accumulated benefit obligation	$	1,738.0	$	949.8
Fair value of plan assets		1,265.3		697.7

 The measurement date used to determine benefit information is December 31 for all plan assets and benefit obligations.

 The net periodic pension benefit cost (income) includes the following components:

	Domestic Pension Benefits									Non-U.S. Pension Benefits
(In millions)	2014			2013			2012			2014			2013			2012
Components of Net Benefit Cost (Income)
Service cost-benefits earned	$	2.0		$	—		$	—		$	20.0		$	19.5		$	11.8
Interest cost on benefit obligation		53.1			19.0			20.4			36.7			29.0			30.7
Expected return on plan assets		(60.8	)		(24.3	)		(28.1	)		(34.4	)		(29.0	)		(27.3	)
Amortization of actuarial net loss		3.7			5.2			3.6			4.2			6.3			3.3
Amortization of prior service benefit		—			—			—			(0.1	)		(0.3	)		(0.1	)
Settlement/curtailment loss		25.5			—			—			4.1			0.1			—
Special termination benefits		—			—			—			0.3			1.1			0.5
Net periodic benefit cost (income)	$	23.5		$	(0.1	)	$	(4.1	)	$	30.8		$	26.7		$	18.9

 The net periodic postretirement benefit cost was not material in 2014, 2013 or 2012. The company offered to settle pension obligations for former employee participants in certain defined benefit plans in 2014. The company recorded a charge of $29.6 million associated with those plan participants electing to accept the settlement offer.

F-30

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 Expected benefit payments are estimated using the same assumptions used in determining the company’s benefit obligation at December 31, 2014. Benefit payments will depend on future employment and compensation levels, average years employed and average life spans, among other factors, and changes in any of these factors could significantly affect these estimated future benefit payments. Estimated future benefit payments during the next five years and in the aggregate for the five fiscal years thereafter, are as follows:

(In millions)	Domestic Pension Benefits		Non-U.S. Pension Benefits		Post- retirement Benefits
Expected Benefit Payments
2015	$	82.9	$	28.5	$	2.9
2016		80.9		32.1		2.9
2017		84.4		32.5		3.0
2018		81.0		35.2		3.0
2019		80.7		38.0		2.9
2020-2024		398.9		221.0		13.6

 A change in the assumed healthcare cost trend rate by one percentage point effective January 2014 would change the accumulated postretirement benefit obligation as of December 31, 2014 and the 2014 aggregate of service and interest costs, as follows:

(In millions)	Increase		Decrease
One Percentage Point
Effect on total of service and interest cost components	$	0.4	$	(0.4	)
Effect on postretirement healthcare benefit obligation		7.3		(5.7	)

Domestic Pension Plan Assets

The company’s overall objective is to manage the assets in a liability framework where investments are selected that are expected to have similar changes in fair value as the related liabilities will have upon changes in interest rates. The company invests in a portfolio of both return-seeking and liability-hedging assets, primarily through the use of institutional collective funds, to achieve long-term growth and to insulate the funded position from interest rate volatility. The strategic asset allocation uses a combination of risk controlled and index strategies in fixed income and global equities. The company also has a small portfolio (comprising less than 1% of invested assets) of private equity investments. The target allocations for the remaining investments are approximately 28% to funds investing in U.S. equities, including a sub-allocation of approximately 2% to real estate-related equities, approximately 24% to funds investing in international equities and approximately 47% to funds investing in fixed income securities. The portfolio maintains enough liquidity at all times to meet the near-term benefit payments.

Non-U.S. Pension Plan Assets

The company maintains specific plan assets for many of the individual pension plans outside the U.S. The investment strategy of each plan has been uniquely established based on the country specific standards and characteristics of the plans. Several of the plans have contracts with insurance companies whereby the market risks of the benefit obligations are borne by the insurance companies. When assets are held directly in investments, generally the objective is to invest in a portfolio of diversified assets with a variety of fund managers. For plans not currently managing the assets in a liability framework, the investments are substantially limited to funds investing in global equities and fixed income securities with the target asset allocations ranging from approximately 35% - 70% for equities and 30% - 65% for fixed income securities. For plans managing the assets in a liability framework, the investments also include hedge funds, multi-asset funds and derivative funds with the target asset allocations ranging from approximately 3% - 10% for equities, 45% - 65% for fixed income, 10% - 20% for hedge funds, 4% - 5% for multi-asset funds and 18% - 22% for funds holding derivatives. The derivatives held by the funds are primarily interest rate swaps intended to match the movements in the plan liabilities as well as equity futures in a synthetic equity fund which provide targeted exposure to equity markets without the fund holding individual equity positions. Each plan maintains enough liquidity at all times to meet the near-term benefit payments.

F-31

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 The fair values of the company’s plan assets at December 31, 2014 and 2013, by asset category are as follows:

	December 31,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)	2014		(Level 1)		(Level 2)		(Level 3)
Domestic Pension Plan Assets
U.S. equity funds	$	290.9	$	—	$	290.9	$	—
International equity funds		253.9		—		253.9		—
Fixed income funds		462.5		—		462.5		—
Private equity funds		4.7		—		—		4.7
Money market funds		35.6		—		35.6		—
Total Domestic Pension Plans	$	1,047.6	$	—	$	1,042.9	$	4.7
Non-U.S. Pension Plan Assets
Equity funds	$	129.6	$	55.0	$	74.6	$	—
Fixed income funds		341.1		21.1		320.0		—
Hedge funds		69.1		—		69.1		—
Multi-asset funds		13.6		—		13.6		—
Derivative funds		105.3		—		105.3		—
Insurance contracts		136.5		—		136.5		—
Cash / money market funds		30.6		30.2		0.4		—
Total Non-U.S. Pension Plans	$	825.8	$	106.3	$	719.5	$	—

F-32

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	December 31,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)	2013		(Level 1)		(Level 2)		(Level 3)
Domestic Pension Plan Assets
U.S. equity funds	$	87.9	$	—	$	87.9	$	—
International equity funds		60.7		—		60.7		—
Fixed income funds		213.3		—		213.3		—
Private equity funds		7.0		—		—		7.0
Money market funds		5.5		—		5.5		—
Total Domestic Pension Plans	$	374.4	$	—	$	367.4	$	7.0
Non-U.S. Pension Plan Assets
Equity funds	$	109.0	$	55.4	$	53.6	$	—
Fixed income funds		252.3		22.4		229.9		—
Hedge funds		91.9		—		91.9		—
Multi-asset funds		15.7		—		15.7		—
Derivative funds		91.5		—		91.5		—
Insurance contracts		100.6		—		100.6		—
Cash / money market funds		9.7		9.5		0.2		—
Total Non-U.S. Pension Plans	$	670.7	$	87.3	$	583.4	$	—

 The tables above present the fair value of the company’s plan assets in accordance with the fair value hierarchy (Note 12). Certain pension plan assets are measured using net asset value per share (or its equivalent) and are reported as a level 2 investment above due to the company’s ability to redeem its investment either at the balance sheet date or within limited time restrictions. The fair value of the company’s private equity investments, which are classified as level 3 investments, are based on valuations provided by the respective funds. There was no significant activity within the Level 3 pension plan assets during the years presented.

F-33

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7.             Income Taxes

 

 The components of income from continuing operations before provision for income taxes are as follows:

(In millions)	2014		2013		2012
U.S.	$	1,153.3	$	914.9	$	908.5
Non-U.S.		933.9		404.6		360.9
Income from Continuing Operations	$	2,087.2	$	1,319.5	$	1,269.4

 The components of the provision for income taxes of continuing operations are as follows:

(In millions)	2014			2013			2012
Current Income Tax Provision
Federal	$	444.5		$	242.5		$	160.5
Non-U.S.		404.8			210.1			92.1
State		35.0			13.5			16.1
		884.3			466.1			268.7
Deferred Income Tax Provision (Benefit)
Federal	$	(362.4	)	$	(241.3	)	$	(40.8	)
Non-U.S.		(297.3	)		(178.8	)		(205.2	)
State		(32.9	)		(5.6	)		(11.7	)
		(692.6	)		(425.7	)		(257.7	)
	$	191.7		$	40.4		$	11.0

 The income tax provision (benefit) included in the accompanying statement of income is as follows:

(In millions)	2014			2013			2012
Continuing Operations	$	191.7		$	40.4		$	11.0
Discontinued Operations		(0.6	)		(3.7	)		(44.0	)
	$	191.1		$	36.7		$	(33.0	)

 The company receives a tax deduction upon the exercise of non-qualified stock options by employees for the difference between the exercise price and the market price of the underlying common stock on the date of exercise. The provision for income taxes that is currently payable does not reflect $65.4 million, $46.6 million and $18.7 million of such benefits that have been allocated to capital in excess of par value in 2014, 2013 and 2012, respectively.

F-34

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 The provision for income taxes in the accompanying statement of income differs from the provision calculated by applying the statutory federal income tax rate of 35% to income from continuing operations before provision for income taxes due to the following:

(In millions)	2014			2013			2012
Provision for Income Taxes at Statutory Rate	$	730.5		$	461.8		$	444.3
Increases (Decreases) Resulting From:
Foreign rate differential		(278.4	)		(180.2	)		(319.5	)
Foreign and research and development tax credits		(239.9	)		(227.6	)		(52.1	)
Manufacturing deduction		(45.9	)		(33.6	)		(27.3	)
Singapore tax holiday		(34.0	)		—			—
Impact of change in tax laws and apportionment on deferred taxes		(21.0	)		3.3			(53.7	)
Nondeductible expenses		23.4			19.6			8.1
Provision (reversal) of tax reserves, net		28.0			(4.3	)		14.8
Basis difference on disposal of businesses		18.7			—			—
Tax return reassessments and settlements		(3.6	)		10.5			—
State income taxes, net of federal tax		9.3			(3.8	)		(8.6	)
Other, net		4.6			(5.3	)		5.0
	$	191.7		$	40.4		$	11.0

 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, 2021. The impact of this tax holiday decreased the annual effective tax rate by 1.6% and increased diluted earnings per share by approximately $0.08 in 2014.

 In 2014, non-U.S. subsidiaries of the company made cash and deemed distributions to the company’s U.S. operations which resulted in no net tax cost. As a result of these distributions, the company generated U.S. foreign tax credits of $172 million, offset in part by additional U.S. income taxes of $55 million on the related foreign income which reduced the benefit from the foreign tax rate differential in 2014. In 2013, non-U.S. subsidiaries of the company made cash and deemed distributions to the company’s U.S. operations which resulted in no net tax cost. As a result of these distributions, the company generated U.S. foreign tax credits of $160 million, offset in part by additional U.S. income taxes of $56 million on the related foreign income which reduced the benefit from the foreign tax rate differential in 2013. In addition, the impact of tax law changes in certain foreign jurisdictions reduced the benefit from the foreign rate differential in 2013. The impact of change in tax laws and apportionment on deferred taxes in 2012 includes $55 million of benefit from a tax rate reduction enacted in Sweden.

F-35

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 Net deferred tax asset (liability) in the accompanying balance sheet consists of the following:

(In millions)	2014			2013
Deferred Tax Asset (Liability)
Depreciation and amortization	$	(4,468.8	)	$	(2,319.1	)
Net operating loss and credit carryforwards		941.9			690.7
Reserves and accruals		163.1			125.4
Accrued compensation		339.1			195.1
Inventory basis difference		96.6			61.2
Other capitalized costs		116.0			51.9
Unrealized losses on hedging instruments		12.8			14.7
Other, net		64.2			36.0
Deferred tax assets (liabilities), net before valuation allowance		(2,735.1	)		(1,144.1	)
Less: Valuation allowance		116.2			76.8
Deferred tax assets (liabilities), net	$	(2,851.3	)	$	(1,220.9	)

 The company estimates the degree to which tax assets and loss and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction and provides a valuation allowance for tax assets and loss and credit carryforwards that it believes will more likely than not expire unutilized. At December 31, 2014, all of the company’s valuation allowance relates to deferred tax assets for which any subsequently recognized tax benefits will reduce income tax expense.

At December 31, 2014, the company had federal, state and non-U.S. net operating loss carryforwards of $131.5 million, $830.3 million and $2.61 billion, respectively. Use of the carryforwards is limited based on the future income of certain subsidiaries. The federal and state net operating loss carryforwards expire in the years 2015 through 2034. Of the non-U.S. net operating loss carryforwards, $277.5 million expire in the years 2015 through 2033, and the remainder do not expire. The company also had $209.3 million of federal foreign tax credit carryforwards as of December 31, 2014, which expire in the years 2015 through 2024.

A provision has not been made for U.S. or additional non-U.S. taxes on $8.44 billion of undistributed earnings of international subsidiaries that could be subject to taxation if remitted to the U.S. because the company plans to keep these amounts permanently reinvested overseas except for instances where the company can remit such earnings to the U.S. without an associated net tax cost. It is not practicable to estimate the unrecognized tax liability due to i) the extent of uncertainty as to which remittance structure would be used (among several possibilities) should a decision be made to repatriate; ii) the availability and the complexity of calculating foreign tax credits; and iii) the implications of indirect taxes, including withholding taxes that could potentially be required depending on the repatriation structure.

F-36

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unrecognized Tax Benefits

As of December 31, 2014, the company had $214.1 million of unrecognized tax benefits which, if recognized, would reduce the effective tax rate.

 A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

(In millions)	2014			2013			2012
Balance at beginning of year	$	134.2		$	164.8		$	120.3
Additions due to acquisitions		54.3			—			—
Additions for tax positions of current year		35.3			12.6			20.5
Additions for tax positions of prior years		38.3			15.6			31.8
Closure of tax years		—			(7.2	)		(7.8	)
Settlements		(48.0	)		(51.6	)		—
	$	214.1		$	134.2		$	164.8

 During 2014, the company acquired Life Technologies which resulted in an increase in the company’s liability for unrecognized tax benefits of $54.3 million. The liability also increased due to the provision of tax reserves, primarily related to the sale of the divested businesses and a tax matter in a foreign jurisdiction. During 2014, the company settled the IRS audit relating to the 2010 and 2011 tax years which resulted in a decrease in the company’s liability for unrecognized tax benefits of $48.0 million. Of the total $214 million of liability, $7 million is classified as a current liability and the remainder is long-term.

During 2013, the company settled the IRS audit relating to the 2008 and 2009 tax years which resulted in a decrease in the company’s liability for unrecognized tax benefits of $8.9 million. The liability was also reduced by $21.0 million due to the company’s withdrawal of a U.S. court case relating to the 2001 to 2003 tax years. Additionally, in 2013, the company benefited from a favorable resolution of a court case in Sweden which resulted in a decrease in the liability for unrecognized tax benefits of $21.1 million. Of the total $21.1 million, $16.9 million reduced income tax expense.

During 2012, the statute of limitations on certain unrecognized tax benefits lapsed which resulted in a decrease in the liability for unrecognized tax benefits of $7.8 million, all of which reduced income tax expense.

The company classified interest and penalties related to unrecognized tax benefits as income tax expense. The total amount of interest and penalties related to uncertain tax positions and recognized in the balance sheet as of December 31, 2014 and 2013 was $15.5 million and $14.1 million, respectively.

The company conducts business globally and, as a result, Thermo Fisher or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, China, Denmark, Finland, France, Germany, Japan, Singapore, Sweden, the United Kingdom and the United States. With few exceptions, the company is no longer subject to U.S. federal, state and local, or non-U.S., income tax examinations for years before 2010.

F-37

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8.            Earnings per Share

(In millions except per share amounts)	2014			2013			2012
Income from Continuing Operations	$	1,895.5		$	1,279.1		$	1,258.4
Loss from Discontinued Operations		(1.1	)		(0.7	)		(19.2	)
Loss on Disposal of Discontinued Operations, Net		—			(5.1	)		(61.3	)
Net Income	$	1,894.4		$	1,273.3		$	1,177.9
Basic Weighted Average Shares		398.2			360.3			363.8
Plus Effect of:
Equity forward arrangement		0.2			1.8			—
Stock options and restricted units		3.9			3.7			2.8
Diluted Weighted Average Shares		402.3			365.8			366.6
Basic Earnings per Share:
Continuing operations	$	4.76		$	3.55		$	3.46
Discontinued operations		—			(.02	)		(.22	)
	$	4.76		$	3.53		$	3.24
Diluted Earnings per Share:
Continuing operations	$	4.71		$	3.50		$	3.43
Discontinued operations		—			(.02	)		(.22	)
	$	4.71		$	3.48		$	3.21

 Options to purchase 2.4 million, 1.0 million and 7.2 million shares of common stock were not included in the computation of diluted earnings per share for 2014, 2013 and 2012, respectively, because their effect would have been antidilutive.

F-38

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9.            Debt and Other Financing Arrangements

	Effective
	Interest Rate at
	December 31,			December 31,			December 31,
(Dollars in millions)	2014			2014			2013
Commercial Paper				$	—		$	250.0
Term Loan		1.63	%		1,275.0			—
2.05% 3-Year Senior Notes, Due 2/21/2014					—			300.0
3.25% 5-Year Senior Notes, Due 11/20/2014					—			400.0
4.40% 5-Year Senior Notes, Due 3/1/2015		0.56	%		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		5.12	%		250.0			250.0
3.50% 5-Year Senior Notes, Due 1/15/2016		1.04	%		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		1.00	%		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			—
4.70% 10-Year Senior Notes, Due 5/1/2020		4.70	%		300.0			300.0
5.00% 10-Year Senior Notes, Due 1/15/2021		3.25	%		400.0			—
4.50% 10-Year Senior Notes, Due 3/1/2021		4.58	%		1,000.0			1,000.0
3.60% 10-Year Senior Notes, Due 8/15/2021		4.29	%		1,100.0			1,100.0
3.30% 7-Year Senior Notes, Due 2/15/2022		3.30	%		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	%		774.3			—
5.30% 30-Year Senior Notes, Due 2/1/2044		5.30	%		400.0			400.0
Other					23.2			41.9
Total Borrowings at Par Value					14,422.5			10,491.9
Fair Value Hedge Accounting Adjustments					(0.5	)		12.9
Unamortized Premium (Discount), Net					142.0			(17.5	)
Total Borrowings at Carrying Value					14,564.0			10,487.3
Less: Short-term Obligations and Current Maturities					2,212.4			987.7
Long-term Obligations				$	12,351.6		$	9,499.6

 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.

F-39

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 The annual repayment requirements for debt obligations are as follows:

(In millions)
2015	$	2,206.8
2016		2,578.5
2017		902.2
2018		502.3
2019		901.9
2020 and thereafter		7,330.8
	$	14,422.5

 As of December 31, 2013, short-term obligations and current maturities of long-term obligations in the accompanying balance sheet included $280.0 million of commercial paper, short-term bank borrowings and borrowings under lines of credit of certain of the company’s subsidiaries. The weighted average interest rate for short-term borrowings was 0.58% at December 31, 2013. The company had no outstanding short-term borrowings at December 31, 2014. In addition to available borrowings under the company’s revolving credit agreements, discussed below, the company had unused lines of credit of $107.7 million as of December 31, 2014. These unused lines of credit generally provide for short-term unsecured borrowings at various interest rates.

Credit Facilities

 The company has a revolving credit facility with a bank group that provides unsecured multi-currency revolving credit. In February 2015, the maximum capacity of this facility was increased from $1.50 billion to $2.00 billion. 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 4.5 to 1.0 until February 2015 and decreasing, based on the passage of time, 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 December 31, 2014, no borrowings were outstanding under the facility, although available capacity was reduced by approximately $59 million as a result of outstanding letters of credit.

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 December 31, 2014, no borrowings were outstanding under this program.

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 4.5 to 1.0 until February 2015 and decreasing, based on the passage of time, to 3.5 to 1.0, by August 2015. The company must also maintain a minimum interest coverage ratio of 3.0 to 1.0. As of December 31, 2014, outstanding borrowings under the term loan agreement were $1.28 billion. The company is required to make minimum periodic payments through March 2016. Borrowings may be prepaid without penalty.

F-40

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

The 4.40% Senior Notes due 2015, 3.50% Senior Notes due 2016, 6.00% Senior Notes due 2020 and 5.00% Senior Notes due 2021 were assumed by the company in connection with the Life Technologies acquisition. The fair value of these senior notes on the date of acquisition exceeded the par value by $207 million which was recorded as part of the carrying value of the underlying debt and will be amortized as a reduction of interest expense over the remaining terms of the respective debt instruments. This adjustment does not affect cash interest payments.

Interest Rate Swap Arrangements

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% (0.8166% at December 31, 2014) 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.

Cash Flow Hedge Arrangements

In 2013, prior to issuing the 4.15% Senior Notes due 2024, the company entered into interest rate swap agreements to mitigate the risk of interest rates rising prior to completion of a debt offering. Based on the company’s conclusion that a debt offering was probable as a result of near-term debt maturities and that such debt would carry semi-annual interest payments over a 10-year term, the swaps hedged the cash flow risk for each of the semi-annual fixed-rate interest payments on $700 million of principal amount of the planned 10-year fixed-rate debt issue. In December 2013, the company issued senior notes and terminated the swap arrangements. The company received $11 million at the termination of these agreements and recorded a gain of $1 million on the ineffective portion in other expense, net in the accompanying statement of income. The remaining favorable change in the fair value of the hedge upon termination (the effective portion) was $6 million, net of tax, and was classified as an increase to accumulated other comprehensive items within shareholder’s equity and is being amortized to interest expense over the term of the debt through 2024.

F-41

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10.          Commitments and Contingencies

Operating Leases

The company leases certain logistics, office, and manufacturing facilities. Income from continuing operations includes expense from operating leases of $181.1 million, $127.9 million and $125.5 million in 2014, 2013 and 2012, respectively. The following is a summary of annual future minimum lease and rental commitments under noncancelable operating leases as of December 31, 2014:

(In millions)
2015	$	150.8
2016		113.4
2017		90.4
2018		69.9
2019		54.0
Thereafter		193.5
	$	672.0

Purchase Obligations

The company has entered into unconditional purchase obligations, in the ordinary course of business, that include agreements to purchase goods, services or fixed assets and to pay royalties that are enforceable and legally binding and that specify all significant terms including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable at any time without penalty. The aggregate amount of the company’s unconditional purchase obligations totaled $357.8 million at December 31, 2014 and the majority of these obligations are expected to be settled during 2015.

Letters of Credit, Guarantees and Other Commitments

Outstanding letters of credit and bank guarantees totaled $139.6 million at December 31, 2014. Substantially all of these letters of credit and guarantees expire before 2020.

Outstanding surety bonds and other guarantees totaled $45.9 million at December 31, 2014. The expiration of these bonds and guarantees ranges through 2016.

The letters of credit, bank guarantees and surety bonds principally secure performance obligations, and allow the holder to draw funds up to the face amount of the letter of credit, bank guarantee or surety bond if the applicable business unit does not perform as contractually required. The outstanding letters of credit, bank guarantees and surety bonds disclosed above include $32.1 million for businesses that have been sold.

The company is a guarantor of pension plan obligations of a divested business. The purchaser of the divested business has agreed to pay for the pension benefits, however the company was required to guarantee payment of these pension benefits should the purchaser fail to do so. The amount of the guarantee at December 31, 2014 was $49 million.

In connection with the sale of businesses of the company, the buyers have assumed certain contractual obligations of such businesses and have agreed to indemnify the company with respect to those assumed liabilities. In the event a third-party to a transferred contract does not recognize the transfer of obligations or a buyer defaults on its obligations under the transferred contract, the company could be liable to the third-party for such obligations. However, in such event, the company would be entitled to seek indemnification from the buyer.

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The company has funding commitments totaling $5.4 million at December 31, 2014, related to investments it owns.

In 2012, the company entered into an off-balance sheet build-to-suit financing arrangement with a financial institution to fund construction of an operating facility in the U.S. Upon completion of construction in 2014, a five-year lease commenced with options to purchase the facility or renew the lease for up to three 5-year terms. The company has agreed with the lessor to comply with certain financial covenants consistent with its other debt arrangements (Note 9), and has guaranteed the facility’s residual value at the end of the lease, up to a maximum of $58 million.

Indemnifications

In conjunction with certain transactions, primarily divestitures, the company has agreed to indemnify the other parties with respect to certain liabilities related to the businesses that were sold or leased properties that were abandoned (e.g., retention of certain environmental, tax, employee and product liabilities). The scope and duration of such indemnity obligations vary from transaction to transaction. Where appropriate, an obligation for such indemnifications is recorded as a liability. Generally, a maximum obligation cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, historically the company has not made significant payments for these indemnifications.

In connection with the company’s efforts to reduce the number of facilities that it occupies, the company has vacated some of its leased facilities or sublet them to third parties. When the company sublets a facility to a third-party, it remains the primary obligor under the master lease agreement with the owner of the facility. As a result, if a third-party vacates the sublet facility, the company would be obligated to make lease or other payments under the master lease agreement. The company believes that the financial risk of default by sublessors is individually and in the aggregate not material to the company’s financial position or results of operations.

In connection with the sale of products in the ordinary course of business, the company often makes representations affirming, among other things, that its products do not infringe on the intellectual property rights of others and agrees to indemnify customers against third-party claims for such infringement. The company has not been required to make material payments under such provisions.

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 December 31, 2014 and 2013, the company’s total environmental liability was approximately $32 million and $29 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.

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 matters discussed below 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

The range of probable loss for product liability, workers compensation and other personal injury matters of the company’s continuing operations at December 31, 2014, was approximately $226 million to $351 million on an undiscounted basis. The portion of these liabilities assumed in the 2006 merger with Fisher was recorded at its fair (present) value at the date of merger. The company’s accrual for all such matters in total, including the discounted liabilities, was $186 million at December 31, 2014 (or $226 million undiscounted). The accrual includes estimated defense costs and is gross of estimated amounts due from insurers of $93 million at December 31, 2014 (or $118 million undiscounted). The portion of these insurance assets assumed in the merger with Fisher was also recorded at its fair value at the date of merger. In addition to the above accrual, as of December 31, 2014, the company had a product liability accrual of $9 million (undiscounted) relating to divested businesses.

The assets and liabilities assumed at the merger date were ascribed a fair value based on the present value of expected future cash flows, using a discount rate equivalent to the risk free rate of interest for monetary assets with comparable maturities (weighted average discount rate of 4.67%). The discount on the liabilities of approximately $40 million and the discount on the assets of approximately $25 million (net discount $15 million) are being accreted to interest expense over the expected settlement period.

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 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. The case is currently on appeal to the United States Court of Appeals for the Federal Circuit.

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 January 14, 2015, plaintiffs and Life Technologies filed petitions with the appeal court seeking rehearing.

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.

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.

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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, 2013	$	112.0		$	1.3		$	(23.9	)	$	(166.6	)	$	(77.2	)
Other comprehensive income (loss)       before reclassifications		(1,182.6	)		1.7			—			(52.2	)		(1,233.1	)
Amounts reclassified from       accumulated other       comprehensive items		—			(1.7	)		3.0			24.0			25.3
Net other comprehensive items		(1,182.6	)		—			3.0			(28.2	)		(1,207.8	)
Balance at December 31, 2014	$	(1,070.6	)	$	1.3		$	(20.9	)	$	(194.8	)	$	(1,285.0	)

F-46

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 The amounts reclassified out of accumulated other comprehensive items are as follows:

			Year Ended
	Affected Line Item in the	December 31,			December 31,			December 31,
(In millions)	Statement of Income		2014			2013			2012
Amounts Reclassified From       Accumulated Other       Comprehensive Items
Unrealized gains and losses on             available-for-sale investments:
Realized gain on sale or transfer                   of available-for-sale investments	Other Expense, Net		$	(1.9)		$	(10.5)		$	—
Tax provision	Provision for Income Taxes			0.2			2.5			—
				(1.7)			(8.0)			—
Unrealized gains and losses on hedging             instruments:
Realized loss on interest rate                   swaps and locks	Other Expense, Net			4.8			5.4			5.3
Tax benefit	Provision for Income Taxes			(1.8)			(2.2)			(2.0)
				3.0			3.2			3.3
Pension and other postretirement                    benefit liability adjustment:
Amortization of actuarial losses	Net Periodic Benefit Cost -			7.8			11.5			6.9
Amortization of prior service benefit	see Note 6 for details			(0.1)			(0.1)			(0.1)
Settlement losses				29.6			—			—
Total before tax				37.3			11.4			6.8
Tax benefit	Provision for Income Taxes			(13.3)			(3.6)			(2.4)
				24.0			7.8			4.4
Total reclassifications			$	25.3		$	3.0		$	7.7

Shareholders’ Equity

At December 31, 2014, the company had reserved 39.6 million unissued shares of its common stock for possible issuance under stock-based compensation plans.

The company has 50,000 shares of authorized but unissued $100 par value preferred stock.

Shareholder Rights Plan

The company has distributed rights under a shareholder rights plan adopted by the company’s Board of Directors to holders of outstanding shares of the company’s common stock. Each right entitles the holder to purchase one hundred-thousandth of a share (a Unit) of Series B Junior Participating Preferred Stock, $100 par value, at a purchase price of $200 per Unit, subject to adjustment. The rights will not be exercisable until the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an Acquiring Person) has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of common stock (the Stock Acquisition Date), or (ii) 10 business days following the commencement of a tender offer or exchange offer for 15% or more of the outstanding shares of common stock.

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In the event that a person becomes the beneficial owner of 15% or more of the outstanding shares of common stock, except pursuant to an offer for all outstanding shares of common stock that at least 75% of the Board of Directors determines to be fair to, and otherwise in the best interests of, stockholders, each holder of a right (except for the Acquiring Person) will thereafter have the right to receive, upon exercise, that number of shares of common stock (or, in certain circumstances, units of preferred stock, cash, property or other securities of the company) which equals the exercise price of the right divided by one-half of the current market price of the common stock. In the event that, at any time after any person has become an Acquiring Person, (i) the company is acquired in a merger or other business combination transaction in which the company is not the surviving corporation or its common stock is changed or exchanged (other than a merger that follows an offer approved by the Board of Directors), or (ii) 50% or more of the company’s assets or earning power is sold or transferred, each holder of a right (except for the Acquiring Person) shall thereafter have the right to receive, upon exercise, the number of shares of common stock of the acquiring company that equals the exercise price of the right divided by one-half of the current market price of such common stock.

At any time until the Stock Acquisition Date, the company may redeem the rights in whole, but not in part, at a price of $.01 per right (payable in cash or stock). The rights expire on September 29, 2015, unless earlier redeemed or exchanged.

Equity Forward Agreements

 In June 2013, in anticipation of the acquisition of Life Technologies, the company entered into equity forward agreements. The use of the equity forward agreements substantially eliminated future equity market price risk by fixing a common equity offering sales price under the then existing market conditions, while mitigating share dilution from the offering by postponing the actual issuance of common stock until the funds were needed for the Life Technologies acquisition.

Upon settlement of the agreements, in January 2014, the company issued and delivered 29.6 million shares of its common stock at the then applicable forward sale price of $82.5342 per share.

On February 3, 2014, the company issued 5.3 million shares of its common stock at a price of $94.85 per share to settle a private placement subscription agreement that was contingent on the closing of the Life Technologies acquisition.

The equity forward and subscription agreements had no initial fair value as they were entered into at the then market price of the common stock. The company did not receive any proceeds from the sale of common stock until the agreements were settled. Upon settlement, the proceeds were recorded in equity. Prior to their settlement, to the extent that the equity forward agreements were dilutive, they have been reflected in the company’s diluted earnings per share calculations using the treasury stock method. Prior to closing, the subscription agreement was not potentially dilutive to the company’s diluted earnings per share calculations due to its contingent nature.

Note 12.          Fair Value Measurements and Fair Value of Financial Instruments

Fair Value Measurements

The company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2014. The company’s financial assets and liabilities carried at fair value are primarily comprised of investments in money market funds; derivative contracts, insurance 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.

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data such as quoted prices, interest rates and yield curves.

Level 3: Inputs are unobservable data points that are not corroborated by market data.

 The following table presents information about the company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2014:

	December 31,		Quoted Prices in Active Markets		Significant Other Observable  Inputs		Significant Unobservable Inputs
(In millions)	2014		(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents	$	617.3	$	617.3	$	—	$	—
Bank time deposits		8.5		8.5		—		—
Investments in mutual funds, unit trusts and other     similar instruments		8.7		8.7		—		—
Insurance contracts		102.5		—		102.5		—
Derivative contracts		20.2		—		20.2		—
Total Assets	$	757.2	$	634.5	$	122.7	$	—
Liabilities
Derivative contracts	$	10.4	$	—	$	10.4	$	—
Contingent consideration		29.6		—		—		29.6
Total Liabilities	$	40.0	$	—	$	10.4	$	29.6

 The following table presents information about the company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013:

	December 31,		Quoted Prices in  Active Markets		Significant Other Observable  Inputs		Significant  Unobservable  Inputs
(In millions)	2013		(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents	$	4,859.9	$	4,859.9	$	—	$	—
Investments in mutual funds, unit trusts and other     similar instruments		9.8		9.8		—		—
Insurance contracts		74.5		—		74.5		—
Auction rate securities		4.5		—		—		4.5
Derivative contracts		3.8		—		3.8		—
Total Assets	$	4,952.5	$	4,869.7	$	78.3	$	4.5
Liabilities
Derivative contracts	$	6.5	$	—	$	6.5	$	—
Contingent consideration		5.1		—		—		5.1
Total Liabilities	$	11.6	$	—	$	6.5	$	5.1

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 Available-for-sale investments are carried at fair value and are included in the tables above. The aggregate market value, cost basis and gross unrealized gains and losses of available-for-sale investments by major security type are as follows:

(In millions)	Market Value		Cost Basis		Gross  Unrealized Gains		Gross Unrealized Losses
2014
Mutual Fund and Unit Trust Investments	$	8.7	$	6.5	$	2.2	$	—
2013
Mutual Fund and Unit Trust Investments	$	9.8	$	7.3	$	2.5	$	—
Auction Rate Securities		4.5		4.6		—		0.1
	$	14.3	$	11.9	$	2.5	$	0.1

 The cost of available-for-sale investments that were sold was based on specific identification in determining realized gains and losses recorded in the accompanying statement of income. In 2013, the company irrevocably contributed appreciated available-for-sale investments that had a fair value of $27 million to two of its U.K. defined benefit plans, resulting in realization of a previously unrecognized gain of $11 million. Gross realized gains on the sale of available-for-sale investments were $2 million in 2014 and nominal in 2013 and 2012. Gross realized losses on the sale of available-for-sale investments were nominal in 2014, 2013 and 2012.

 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 determined the fair value of the auction rate securities by obtaining indications of value from brokers/dealers. The company determines the fair value of acquisition-related contingent consideration based on assessment of the probability that the company would be required to make such future payment. Changes to the fair value of contingent consideration are recorded in selling, general and administrative expense.

In the second quarter of 2014, the company sold all of its auction rate securities and realized a net gain of $1.4 million. There was no significant activity within the auction rate securities during 2013. The following table provides a rollforward of the fair value, as determined by Level 3 inputs, of the contingent consideration.

(In millions)	2014			2013
Contingent Consideration
Beginning Balance	$	5.1		$	20.1
Acquisition		29.9			—
Payments		(13.4	)		(28.6	)
Change in fair value included in earnings		8.2			13.5
Currency translation		(0.2	)		0.1
Ending Balance	$	29.6		$	5.1

 The notional amounts of derivative contracts outstanding, consisting of currency exchange contracts and interest rate swaps, totaled $3.74 billion and $2.03 billion at December 31, 2014 and December 31, 2013, respectively.

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.

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	Fair Value – Assets				Fair Value – Liabilities
	December 31,		December 31,		December 31,		December 31,
(In millions)	2014		2013		2014		2013
Derivatives Designated as Hedging Instruments
Interest rate swaps (a)	$	—	$	—	$	3.7	$	5.2
Derivatives Not Designated as Hedging Instruments
Currency exchange contracts (b)		20.2		3.8		6.7		1.3

(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
(In millions)	2014		2013
Derivatives Designated as Fair Value Hedges
Interest rate swaps - effective portion	$	4.2	$	0.2
Interest rate swaps - ineffective portion		0.9		(1.4	)
Derivatives Not Designated as Fair Value Hedges
Currency exchange contracts
Included in cost of revenues	$	14.7	$	2.7
Included in other expense, net		129.9		(22.1	)

 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 2.00% Senior Notes, due 2025, 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 2014, the cumulative translation adjustment includes pre-tax net gains of $20.9 million from the euro-denominated notes.

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THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Value of Other Financial Instruments

 The carrying value and fair value of the company’s notes receivable and debt obligations are as follows:

	December 31, 2014				December 31, 2013
	Carrying		Fair		Carrying		Fair
(In millions)	Value		Value		Value		Value
Notes Receivable	$	8.3	$	8.3	$	7.6	$	7.6
Debt Obligations:
Senior notes	$	13,265.8	$	13,590.6	$	10,195.4	$	10,304.8
Term loan		1,275.0		1,275.0		—		—
Commercial paper		—		—		250.0		250.0
Other		23.2		23.2		41.9		41.9
	$	14,564.0	$	14,888.8	$	10,487.3	$	10,596.7

 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 13.          Supplemental Cash Flow Information

(In millions)	2014			2013			2012
Cash Paid (Refunded) For:
Interest	$	435.9		$	215.1		$	230.0
Income Taxes - Continuing Operations	$	586.3		$	230.0		$	331.1
Income Taxes - Discontinued Operations	$	(0.6	)	$	(3.7	)	$	(44.0	)
Non-cash Activities
Fair value of assets of acquired businesses	$	19,623.9		$	—		$	1,172.0
Cash paid for acquired businesses		(13,534.6	)		—			(1,086.6	)
Liabilities assumed of acquired businesses	$	6,089.3		$	—		$	85.4
Fair value of available-for-sale investments contributed to defined
benefit plans	$	—		$	27.1		$	—
Declared but unpaid dividends	$	61.9		$	55.8		$	54.7
Issuance of stock upon vesting of restricted stock units	$	110.0		$	64.2		$	29.3

Note 14.          Restructuring and Other Costs (Income), Net

 Restructuring and other costs (income) in 2014 primarily included the gains on sale of the company’s sera and media, gene modulation and magnetic beads businesses and the sale of the Cole-Parmer business, and to a lesser extent gains on the sale of real estate, offset in part by sales of inventories revalued at the date of acquisition, cash compensation to monetize certain equity awards held by Life Technologies’ employees at the date of acquisition, third-party acquisition transaction and integration costs, severance obligations payable to former Life Technologies’ executives and employees, charges to conform the accounting policies of Life Technologies with the company’s accounting policies and, to a lesser extent, 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. In 2014, severance actions associated with facility consolidations and cost reduction measures affected approximately 3% of the company’s workforce. The company also incurred charges for pension settlements in 2014.

F-52

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 Restructuring and other costs in 2013 and 2012 primarily 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. The company’s 2013 and 2012 severance actions associated with facility consolidations and cost reduction measures affected approximately 3% of the company’s workforce in both years.

 As of February 26, 2015, the company has identified restructuring actions that will result in additional charges of approximately $70 million, primarily in 2015 which will be recorded when specified criteria are met, such as abandonment of leased facilities.

2014

 During 2014, the company recorded net restructuring and other costs (income) by segment as follows:

(In millions)	Cost of Revenues			Selling, General and Administrative Expenses		Restructuring and Other Costs (Income), Net			Total
Life Sciences Solutions	$	327.3		$	122.5	$	(516.4	)	$	(66.6	)
Analytical Instruments		(0.8	)		0.9		2.5			2.6
Specialty Diagnostics		0.9			1.5		17.7			20.1
Laboratory Products and Services		0.2			—		(121.0	)		(120.8	)
Corporate		—			5.8		19.0			24.8
	$	327.6		$	130.7	$	(598.2	)	$	(139.9	)

 The components of net restructuring and other costs (income) by segment are as follows:

Life Sciences Solutions

In 2014, the Life Sciences Solutions segment recorded $66.6 million of other income, net of restructuring costs. The segment recorded a net gain of $760.3 million primarily from the divestiture of its sera and media, gene modulation and magnetic beads businesses (see Note 2). The gain was partially offset by restructuring and other charges including charges to cost of revenues of $327.3 million, consisting of $303.4 million of charges for sales of inventories revalued at the date of acquisition, $21.4 million of costs to conform the accounting policies of Life Technologies with the company’s accounting policies and $2.3 million of accelerated depreciation for facility consolidations. The segment also recorded charges to selling, general and administrative expenses of $122.5 million, including $100.5 million of third-party transaction and integration costs related to the acquisition of Life Technologies (Note 2), $16.2 million of costs to conform the accounting policies of Life Technologies with the company’s accounting policies, and $5.7 million for changes in estimates of contingent consideration for acquisitions. In addition, the segment recorded $232.0 million of cash restructuring costs, including $91.7 million for cash compensation to monetize certain equity awards held by Life Technologies’ employees at the date of acquisition with the remainder principally for severance obligations payable to former Life Technologies’ executives and employees as well as $5.5 million of costs related to the consolidation of various facilities primarily in the U.S. The segment also recorded a $9.3 million provision for losses on pre-acquisition litigation-related matters.

F-53

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Analytical Instruments

In 2014, the Analytical Instruments segment recorded $2.6 million of net restructuring and other charges. The segment recorded a net reduction in cost of revenues of $0.8 million; $0.9 million of charges to selling, general and administrative expenses for changes in estimates of contingent consideration; and $2.5 million of other costs, net. These other costs were primarily cash costs including abandoned facility costs and other expenses associated with facility consolidations and employee severance, partially offset by $6.0 million of gains on the sale of real estate.

Specialty Diagnostics

 In 2014, the Specialty Diagnostics segment recorded $20.1 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $0.9 million; $1.5 million of charges to selling, general and administrative expenses for changes in estimates of contingent consideration for an acquisition; and $18.7 million of cash costs. The cash costs included $9.5 million for employee severance with the remainder principally for other costs associated with facility consolidations, including the consolidation of a facility in Europe with existing facilities in Europe and China. In addition, the segment recorded $1.0 million of income, net, primarily from a gain on the divestiture of a small business unit.

Laboratory Products and Services

 In 2014, the Laboratory Products and Services segment recorded $120.8 million of other income, net of restructuring costs. The segment recorded a net gain of $133.6 million from the sale of the Cole-Parmer business (see Note 2). The gain was partially offset by restructuring and other charges including charges to cost of revenues of $0.2 million and restructuring charges, of which $7.2 million were cash costs primarily for severance and abandoned facility costs. In addition, the segment also incurred $3.8 million of charges for pension settlements.

Corporate

In 2014, the company recorded $24.8 million of net restructuring and other charges, including $5.8 million of selling, general and administrative charges associated with product liability litigation and accelerated depreciation on information systems to be abandoned due to integration synergies, and cash costs of $1.7 million for severance at its corporate operations. In addition, the segment recorded $17.3 million of expense, net, primarily from $25.6 million of charges for pension settlements in addition to a writedown to estimated disposal value of a fixed asset held for sale. These costs were partially offset by a $9.6 million gain on the sale of real estate.

2013

 During 2013, the company recorded net restructuring and other costs as follows:

(In millions)	Cost of  Revenues		Selling, General and Administrative Expenses		Restructuring and Other Costs, Net		Total
Life Sciences Solutions	$	—	$	51.7	$	4.4	$	56.1
Analytical Instruments		2.9		0.6		20.9		24.4
Specialty Diagnostics		24.9		12.9		24.2		62.0
Laboratory Products and Services		0.8		—		25.2		26.0
Corporate		—		8.3		3.0		11.3
	$	28.6	$	73.5	$	77.7	$	179.8

F-54

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 The components of net restructuring and other costs by segment are as follows:

Life Sciences Solutions

In 2013, the Life Sciences Solutions segment recorded $56.1 million of net restructuring and other charges. The segment recorded charges to selling, general and administrative expenses of $51.7 million for transaction costs related to the acquisition of Life Technologies (Note 2) and $4.4 million of other restructuring costs, all of which were cash costs. The cash costs included $4.1 million of transaction expenses related to the agreement to sell its sera and media, gene modulation and magnetic beads businesses (see Note 2).

Analytical Instruments

In 2013, the Analytical Instruments segment recorded $24.4 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $2.9 million for accelerated depreciation at facilities closing due to real estate consolidation; charges to selling, general and administrative expenses of $0.6 million primarily for revisions of estimated contingent consideration; and $20.9 million of other restructuring costs, net, $23.6 million of which were cash costs. The cash costs, which were associated with headcount reductions and facility consolidations including the consolidation and closure of several facilities in the U.S. and Europe, consisted of $18.3 million of severance; $2.8 million of abandoned facility costs; and $2.5 million of other cash costs, including outplacement costs for severed employees as well as retention and moving and other expenses associated with facility consolidations. In addition, the segment realized net gains of $2.7 million primarily on the sale of real estate in the U.S. and Europe.

Specialty Diagnostics

In 2013, the Specialty Diagnostics segment recorded $62.0 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $24.9 million primarily for the sale of inventories revalued at the date of acquisition; charges to selling, general and administrative expenses of $12.9 million for revisions of estimated contingent consideration based on actual performance of an acquisition; and $24.2 million of other restructuring costs, net, which were primarily cash costs. The cash costs consisted of $17.8 million of severance; $2.8 million of abandoned facility costs primarily for facilities in Europe and the U.S.; and $3.5 million of other cash costs, primarily outplacement costs for severed employees and moving, travel and other expenses associated with facility consolidations.

Laboratory Products and Services

In 2013, the Laboratory Products and Services segment recorded $26.0 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $0.8 million for accelerated depreciation at facilities closing due to real estate consolidation and $25.2 million of other restructuring costs, $22.9 million of which were cash costs. The cash costs, which consisted of headcount reductions and facility consolidations to streamline operations, included $16.4 million of severance; $4.1 million of abandoned facility costs; and $2.4 million of other cash costs, primarily retention, moving and other expenses associated with facility consolidations. The segment also recorded $2.3 million of non-cash expense, net, primarily for pension charges related to the headcount reductions and, to a lesser extent, writedowns to estimated disposal value of real estate held for sale.

Corporate

In 2013, the company recorded a charge to selling, general and administrative expenses of $8.3 million associated with product liability litigation and $3.0 million of restructuring costs primarily for severance at its corporate operations.

F-55

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2012

 During 2012, the company recorded net restructuring and other costs as follows:

(In millions)	Cost of Revenues		Selling, General and Administrative Expenses		Restructuring and Other  Costs, Net		Total
Life Sciences Solutions	$	0.7	$	—	$	7.8	$	8.5
Analytical Instruments		0.4		(0.1)		32.8		33.1
Specialty Diagnostics		52.8		13.7		15.0		81.5
Laboratory Products and Services		1.7		(0.9)		25.5		26.3
Corporate		—		(0.2)		1.0		0.8
	$	55.6	$	12.5	$	82.1	$	150.2

 The components of net restructuring and other costs by segment are as follows:

Life Sciences Solutions

In 2012, the Life Sciences Solutions segment recorded $8.5 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $0.7 million primarily for accelerated depreciation at facilities closing due to real estate consolidation and $7.8 million of other restructuring costs, net, $7.4 million of which were cash costs. The cash costs, which were associated with headcount reductions and facility consolidations including the consolidation and closure of several facilities in the U.S. and Europe, consisted of $4.6 million of severance; $2.2 million of abandoned facility costs; and $0.6 million of other cash costs, primarily for retention, relocation and moving expenses associated with facility consolidations. The segment also recorded $0.4 million of non-cash expense, net, primarily for real estate writedowns related to facility consolidations.

Analytical Instruments

In 2012, the Analytical Instruments segment recorded $33.1 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $0.4 million primarily for accelerated depreciation at facilities closing due to real estate consolidation; $0.1 million as a reduction of selling, general and administrative expenses; and $32.8 million of other restructuring costs, net, $24.8 million of which were cash costs. The cash costs, which were associated with headcount reductions and facility consolidations including the consolidation and closure of several facilities in the U.S. and Europe, consisted of $16.4 million of severance; $6.7 million of abandoned facility costs; and $1.7 million of other cash costs, primarily for retention, relocation and moving expenses associated with facility consolidations. The segment also recorded $8.0 million of non-cash expense, net, primarily for real estate writedowns related to facility consolidations.

Specialty Diagnostics

In 2012, the Specialty Diagnostics segment recorded $81.5 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $52.8 million primarily for the sale of inventories revalued at the date of acquisition; charges to selling, general and administrative expenses of $13.7 million for transaction costs related to the One Lambda acquisition; and $15.0 million of other restructuring costs, $14.3 million of which were cash costs associated with headcount reductions and facility consolidations to streamline operations. The cash costs consisted of $11.3 million of severance; $0.6 million of abandoned facility costs; and $2.4 million of other cash costs. The non-cash charges of $0.7 million consisted of writedowns to estimated disposal value of real estate held for sale.

F-56

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Laboratory Products and Services

In 2012, the Laboratory Products and Services segment recorded $26.3 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $1.7 million primarily for the sale of inventories revalued at the date of acquisition and, to a lesser extent, accelerated depreciation at facilities closing due to real estate consolidation; $0.9 million, net, as a reduction of selling, general and administrative expenses for revisions of estimated contingent consideration; and $25.5 million of other restructuring costs, $19.1 million of which were cash costs. The cash costs, which consisted of headcount reductions and facility consolidations to streamline operations, included $11.7 million of severance; $3.8 million of abandoned facility costs; and $3.6 million of other cash costs, primarily retention, relocation and moving expenses associated with facility consolidations. The segment recorded $6.4 million of non-cash costs, net, primarily related to impairment of intangible assets of a business unit and fixed asset writedowns associated with facility consolidations, partially offset by a $5.9 million gain on a pre-acquisition litigation-related matter.

Corporate

The company recorded $1.0 million of cash costs primarily for severance at its corporate operations, offset in part by a reduction of selling, general and administrative expenses of $0.2 million, net, associated with product liability litigation.

 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.

F-57

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

				Abandonment
(In millions)	Severance			of Excess Facilities			Other (a)			Total
Pre-2013 Restructuring Plans
Balance At December 31, 2011	$	17.8		$	7.2		$	2.6		$	27.6
Costs incurred in 2012 (c)		46.3			13.3			9.2			68.8
Reserves reversed (b)		(1.6	)		—			(0.6	)		(2.2	)
Payments		(42.8	)		(12.3	)		(8.4	)		(63.5	)
Currency translation		0.3			0.1			—			0.4
Balance At December 31, 2012		20.0			8.3			2.8			31.1
Costs incurred in 2013		9.4			7.1			3.1			19.6
Reserves reversed (b)		(2.6	)		(0.1	)		(0.3	)		(3.0	)
Payments		(20.3	)		(7.3	)		(5.3	)		(32.9	)
Currency translation		0.1			—			—			0.1
Balance At December 31, 2013		6.6			8.0			0.3			14.9
Costs incurred in 2014 (d)		0.5			2.4			—			2.9
Reserves reversed (b)		(1.8	)		(0.1	)		(0.1	)		(2.0	)
Payments		(3.3	)		(4.1	)		(0.1	)		(7.5	)
Currency translation		(0.3	)		0.4			—			0.1
Balance At December 31, 2014	$	1.7		$	6.6		$	0.1		$	8.4
2013 Restructuring Plans
Costs incurred in 2013	$	48.3		$	3.2		$	9.9		$	61.4
Payments		(26.7	)		(1.8	)		(7.7	)		(36.2	)
Currency translation		0.4			—			—			0.4
Balance At December 31, 2013		22.0			1.4			2.2			25.6
Costs incurred in 2014 (d)		6.7			1.7			10.4			18.8
Reserves reversed (b)		(3.7	)		—			(0.1	)		(3.8	)
Payments		(20.0	)		(2.2	)		(10.2	)		(32.4	)
Currency translation		(0.5	)		—			(0.6	)		(1.1	)
Balance At December 31, 2014	$	4.5		$	0.9		$	1.7		$	7.1
2014 Restructuring Plans
Costs incurred in 2014 (d)	$	133.6		$	6.4		$	92.0		$	232.0
Payments		(100.8	)		(4.1	)		(87.8	)		(192.7	)
Currency translation		(1.3	)		—			(0.1	)		(1.4	)
Balance At December 31, 2014	$	31.5		$	2.3		$	4.1		$	37.9

(a)	Other includes cash charges to monetize certain equity awards held by employees of Life Technologies at the date of acquisition, 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 an aggregate of $15 million of non-cash charges, net, which are detailed by segment above.

(d)  Excludes a $895.4 million net gain on the sale of businesses, principally the company’s sera and media, gene modulation and magnetic beads businesses and the Cole-Parmer business; $19.6 million of cash compensation to monetize certain equity awards held by Life Technologies’ employees at the date of acquisition that was paid by Life Technologies prior to the acquisition; $9.3 million of provision for losses on pre-acquisition litigation-related matters of Life Technologies; and an aggregate of $19.9 million of non-cash charges, net.

 The company expects to pay accrued restructuring costs as follows: severance, employee-retention obligations and other costs, primarily through 2015; and abandoned-facility payments, over lease terms expiring through 2020.

F-58

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 15.          Discontinued Operations

 In 2013, the company recorded an after-tax charge of $4.2 million for the estimated cost to raze certain abandoned facilities of discontinued operations prior to the planned sale of the related land.

 In June 2012, in an effort to exit a non-core business, the company’s senior management made a decision to pursue a sale of its laboratory workstations business, part of the Laboratory Products and Services segment. The company completed the sale in October 2012 for nominal proceeds. The results of the laboratory workstations business have been classified and presented as discontinued operations in the accompanying financial statements.

 In 2012, the company recorded an after-tax loss of $63 million on the divestiture. In addition, the company recorded an after-tax gain of $2 million upon receipt of additional proceeds from a prior divestiture.

 Revenues and pre-tax loss of the laboratory workstations business were $147 million and $30 million, respectively, in 2012 through the date of sale.

Note 16.          Unaudited Quarterly Information

	2014
(In millions except per share amounts)	First (a)		Second (b)		Third (c)		Fourth (d)
Revenues	$	3,903.5	$	4,321.9	$	4,171.4	$	4,492.8
Gross Profit		1,620.0		1,846.5		1,933.6		2,091.9
Income from Continuing Operations		543.1		278.5		469.9		604.0
Net Income		543.1		278.5		471.6		601.2
Earnings per Share from Continuing Operations:
Basic		1.38		.70		1.17		1.51
Diluted		1.36		.69		1.16		1.49
Earnings per Share:
Basic		1.38		.70		1.18		1.50
Diluted		1.36		.69		1.17		1.49
Cash Dividend Declared per Common Share		.15		.15		.15		.15

Amounts reflect aggregate restructuring and other items, net, and non-operating items, net, as follows:

(a)  Income of $330.9 million.

(b)  Costs of $231.9 million.

(c)  Income of $88.2 million and after-tax gain of $1.7 million related to the company's discontinued operations.

(d)  Costs of $47.3 million and after-tax loss of $2.8 million related to the company's discontinued operations.

F-59

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	2013
(In millions except per share amounts)	First (a)		Second (b)		Third (c)		Fourth (d)
Revenues	$	3,191.5	$	3,240.1	$	3,191.8	$	3,466.9
Gross Profit		1,336.3		1,363.2		1,347.9		1,481.7
Income from Continuing Operations		340.8		277.6		317.7		343.0
Net Income		336.2		277.4		317.6		342.1
Earnings per Share from Continuing Operations:
Basic		.95		.77		.88		.95
Diluted		.94		.76		.86		.92
Earnings per Share:
Basic		.94		.77		.88		.95
Diluted		.93		.76		.86		.92
Cash Dividend Declared per Common Share		.15		.15		.15		.15

Amounts reflect aggregate restructuring and other items, net, and non-operating items, net, as follows:

(a)  Costs of $36.0 million and after-tax loss of $4.6 million related to the company's discontinued operations.

(b)  Costs of $57.2 million and after-tax loss of $0.2 million related to the company's discontinued operations.

(c)  Costs of $36.3 million and after-tax loss of $0.1 million related to the company's discontinued operations.

(a)  Costs of $50.3 million and after-tax loss of $0.9 million related to the company's discontinued operations.

Note 17.          Subsequent Events

Acquisition

In February 2015, the company acquired, within the Life Sciences Solutions segment, Advanced Scientifics, Inc., a North America-based global provider of single-use technologies for customized bioprocessing solutions, for approximately $300 million. The acquisition expanded the company’s bioprocessing offerings. Revenues of Advanced Scientifics were approximately $80 million in 2014. The purchase price allocation for the acquisition is not yet available.

Cash Flow Hedge Arrangements

In February 2015, the company entered into interest rate swap arrangements to mitigate the risk of interest rates rising prior to completion of a debt offering in 2016. Based on the company’s conclusion that a debt offering is probable as a result of debt maturing in 2016 and that such debt would carry semi-annual interest payments over a 10-year term, the swaps hedge the cash flow risk for each of the semi-annual fixed-rate interest payments on $1.00 billion of principal amount of the planned 10-year fixed-rate debt issue.

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% (3.32729% at February 26, 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% (3.03929% at February 26, 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% (2.1100% at February 26, 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.

F-60

THERMO FISHER SCIENTIFIC INC.

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

(In millions)	Balance at Beginning of Year			Provision Charged to  Expense (a)			Accounts Recovered			Accounts Written Off				Other (b)				Balance at End of Year
Allowance for Doubtful Accounts
Year Ended December 31, 2014		$	54.1		$	20.4		$	1.0		$	(11.2	)		$	9.8			$	74.1
Year Ended December 31, 2013		$	55.5		$	6.8		$	0.2		$	(8.4	)		$	—			$	54.1
Year Ended December 31, 2012		$	65.8		$	0.7		$	0.3		$	(4.6	)		$	(6.7	)		$	55.5
(In millions)				Balance at Beginning of Year			Provision Charged to Expense (d)			Activity Charged to Reserve				Other (e)				Balance at End of Year
Accrued Restructuring Costs (c)
Year Ended December 31, 2014					$	40.5		$	247.9		$	(232.6	)		$	(2.4	)		$	53.4
Year Ended December 31, 2013					$	31.1		$	78.0		$	(69.1	)		$	0.5			$	40.5
Year Ended December 31, 2012					$	27.6		$	66.6		$	(63.5	)		$	0.4			$	31.1

(a)	In 2014, includes $16.2 million of charges to conform the accounting policies of Life Technologies with the company's accounting policies.
(b)	Includes allowance of businesses acquired and sold during the year as described in Note 2 and the effect of currency translation.
(c)	The nature of activity in this account is described in Note 14.
(d)	Excludes non-cash income/expense, net, as described in Note 14.
(e)	Represents the effects of currency translation.

F-61

EX-10.55

Exhibit 10.55

December 31, 2013

Mark P. Stevenson

[Address]

Dear Mark:

This letter will confirm our offer to you of the position of Executive Vice President and President, Life Sciences Solutions Group of Thermo Fisher Scientific Inc. (“Thermo Fisher” or the “Company”) once the acquisition of Life Technologies Corporation (“Life Technologies”) by Thermo Fisher (as more fully described in the Agreement and Plan of Merger dated April 14, 2013 among Thermo Fisher, Polpis Merger Sub, and Life Technologies) has been completed (the “Closing”). The terms of this letter are contingent upon the Closing and will only become effective at that time. This offer is also contingent upon formal approval by the Compensation Committee of the Company’s Board of Directors, which we expect to receive prior to the Closing.

The position offered is an exempt, Senior Executive, Band VII position, and in this role, you will report directly to the Company’s President and CEO. In addition, a recommendation will be made to the Company’s Board of Directors to elect you an Executive Officer of Thermo Fisher as soon as practicable after the Closing. This position will be based in Carlsbad, CA and you will assume the role effective on the Closing. We will also review certain aspects of this offer, such as base salary and long-term incentives, if the Closing occurs after April 1, 2014, to reflect any actions taken by Life Technologies as a part of its normal annual compensation cycle.

Effective on the Closing, your annual salary will be $800,000 and will be paid to you on a biweekly basis at the rate of $30,769 per pay period. You understand that you will not participate in the 2014 annual salary planning process. Accordingly, your first performance review will be in the first quarter of 2015 and annually thereafter to determine your eligibility for a merit increase.

Effective on the Closing, you will also be eligible to participate in the Thermo Fisher incentive bonus plan, which provides you the opportunity to annually earn additional compensation based on Company and individual performance. Your annual bonus target for 2014 will be 105% of your base annual salary and is subject to a multiplier of 0-2 times based on a combination of objective and subjective factors, the details of which will be provided to you. To be eligible for a bonus payment under the 2014 incentive bonus plan, you must be employed at the time the bonuses are paid (which is anticipated to be in March, 2015). For the 2014 plan year, your bonus will be based on your full calendar year of service without any proration, in lieu of partial year participation in the Life Technologies annual incentive program.

Effective on the Closing, you will receive a $3,100,000 retention bonus (“Retention Bonus”). This amount will be paid to you (less applicable withholding taxes) as soon as practicable following the Closing. You must be employed at the time this bonus is scheduled to be paid. As more fully explained below, this Retention Bonus will, under the circumstances described below, reduce (to not less than zero) amounts that would otherwise be payable to you under the Change in Control Agreement between you and Life Technologies dated as of March 5, 2009, as amended (“LIFE CIC Agreement”), as well as under the TMO Severance Policy (as defined below). The retention bonus will not reduce amounts that would otherwise be payable to you under the TMO CIC Agreement (as defined below).

In addition, effective upon the Closing, you will be eligible to participate in a Synergy Bonus Plan (the “Synergy Plan”) that we will develop for select Life Technologies senior leaders, pursuant to which you will be eligible to earn up to 1.5 times your initial annual target bonus, or up to $1,260,000. The Synergy Plan will include individual synergy objectives with one and two year cumulative Company targets that must be achieved for individual payouts to be earned. Up to 60% of your individual target opportunity will be earned based on achievement of synergy objectives in the first 12 month period following the Closing, and up to 40% of your individual target will be earned based on achievement of synergy objectives in the second 12 month period following the Closing. Additional information on the plan design and individual and company targets will be provided to you as we continue with our integration planning.

A recommendation will be made to the appropriate committee of the Company’s Board of Directors to approve the issuance to you of an equity award with a calculated value of $5,000,000 in lieu of participation in the 2014 annual grant cycle of either the Company or Life Technologies. The recommendation will consist of 50% stock options and 50% time-based restricted stock units (“TRSAs”). The stock options will be granted at a price that approximates market value on the date of grant. This recommendation will be submitted for approval as soon as practicable following the Closing. The grants will be effective on the date of approval.

The stock options are 7 year options, vesting ratably over a four year period, with 25% vesting on each of the first through fourth anniversaries of the grant date. Vested stock options are exercisable at any time during the remainder of their seven year term.

The TRSAs vest over a 31/2 year period, with 15% vesting six months following the grant date, and 25%, 30% and 30% vesting 018 months, 30 months, and 42 months following the grant date, respectively. The underlying shares will be delivered to you shortly after vesting (less applicable withholding taxes).

The stock options and TRSAs are subject to the terms and conditions of the applicable agreements and equity plan documents, which will be provided to you subsequent to the approval of the grants. You must be actively employed at the time of vesting for the stock options to be exercisable and for the TRSAs to be distributed.

Your targeted level of long-term incentives for 2015 will be $4,000,000. Your actual 2015 grant may be adjusted, up or down, based on a combination of company and business unit performance, and your individual contributions in your role.

In accordance with the merger agreement referenced above, your Life Technologies restricted stock units (“Life RSUs”) that are not distributed at Closing will be converted to an equivalent cash amount at $76.00 per Life RSU (“Life Restricted Cash”). The Life Restricted Cash will continue to vest after the Closing in accordance with the underlying vesting schedules of the corresponding Life RSUs. Upon acceptance of this position and effective on the Closing, we agree to provide you with a one-time right to voluntarily terminate your employment effective December 31, 2014, provided that you give the Company at least 30 days prior written notice. Should you choose to exercise this right, you will be entitled to receive any unvested and undistributed Life Restricted Cash (less applicable withholding taxes) as of your termination date. In accordance with the terms and conditions of the underlying plans and agreements, you will not be eligible to receive any payments under the Thermo Fisher incentive bonus plan or the Synergy Plan, and any unvested stock options and unvested and/or undistributed TRSAs will be forfeited.

Effective on the Closing, you will be eligible to participate in Thermo Fisher’s standard employee benefit programs. Because we anticipate that you will be a Named Executive Officer in Thermo Fisher’s 2015 proxy statement, your participation in the benefit programs offered by Life Technologies will end on the date you are covered under the Company’s benefit plans, with no gap in coverage for you or your dependent family members following the Closing.

As an executive at Thermo Fisher, you will also be eligible, effective on the closing, for additional Company-paid life insurance and you will have the option to defer a portion of your compensation (salary and bonus) into the Company’s deferred compensation plan, which provides a 100% match on the first 6% of compensation deferred into the plan, subject to plan rules and restrictions. In addition, you may also be eligible for the Company-paid executive long-term disability (“LTD”) benefit, which can provide up to an additional $10,000 of monthly LTD benefit.

As a Band VII executive of Thermo Fisher, you will also be eligible effective upon the Closing to the benefits provided under the Company’s standard Executive Severance Policy, as amended (“TMO Severance Policy”) and standard Executive Change in Control Retention Agreement (“TMO CIC Agreement”). In brief, under the TMO Severance Policy, you would be entitled to, among other benefits, severance pay equal to 1.5 times your base annual salary and target bonus at the time if your employment is terminated without “cause” (as defined in the policy). Your eligibility to receive severance benefits under the TMO Severance Policy is contingent upon your signing the Company’s Noncompetition Agreement at the time of the Closing.

Under the TMO CIC Agreement, you would be entitled to, among other benefits, severance pay equal to two times your base annual salary and target bonus at the time if your employment is terminated without “cause” or you terminate your employment with “good reason” within 18 months of a “change in control” of Thermo Fisher (as these terms are defined in the agreement).

During the period between the Closing and the second anniversary of the Closing, you will be eligible to receive benefits under your LIFE CIC Agreement, the TMO Severance Policy or the TMO CIC Agreement. For the avoidance of doubt, you will eligible for benefits under whichever one, but not more than one, of these agreements provides a greater level of benefits, in the aggregate. For example, if the Company terminates your employment without cause prior to the second anniversary of the Closing, you will be eligible to receive all of the benefits payable under the LIFE CIC Agreement (since that agreement provides you a greater level of benefits) reduced by the Retention Bonus amount; you would not receive any benefits under the TMO Severance Policy. Likewise, if a change-in-control of Thermo Fisher occurs prior to the second anniversary of the Closing, you will be eligible to receive the benefits under either the TMO CIC Agreement (with no reduction for the Retention Bonus amount) or the LIFE CIC Agreement (reduced by the Retention Bonus amount), but not both, depending on which agreement would provide you the greater level of benefits. Immediately following the second anniversary of the Closing, you will no longer be eligible for any benefits under the LIFE CIC Agreement (other than benefits already scheduled to be received based on events occurring prior to the second anniversary of the Closing) and you will only be eligible for benefits under the TMO Severance Policy or the TMO CIC Agreement in accordance with their terms. In addition, there will be no reduction in the amount of the severance benefits payable to you under the TMO Severance Policy or the TMO CIC Agreement for the Retention Bonus amount in the event that your employment is terminated by the Company without “cause” at any time after the second anniversary of the Closing. For avoidance of doubt, all of your rights under the LIFE CIC Agreement remain in place and in full force and effect, including without limitation your right to receive tax restoration payments from the Company in the event any taxes are imposed on you under Internal Revenue Code Sections 280G or 4999, until the second anniversary of the Closing, immediately following which you will no longer be eligible for any benefits under the LIFE CIC Agreement (other than benefits already scheduled to be received based on events occurring prior to the second anniversary of the Closing).

Copies of the TMO Severance Policy, the TMO CIC Agreement, and the Noncompetition Agreement have been provided.

We both acknowledge and agree that upon the Closing, you will cease to be President and Chief Operating Officer of Life Technologies, and your acceptance of your new position with Thermo Fisher and the terms of the offer described above may not be used by you in the future as the basis for your claiming “Good Reason” (as that term is defined under your LIFE CIC Agreement). We further agree that notwithstanding the waiver contained in the preceding sentence, you have not waived your right to claim “Good Reason” including, for example, if on or after the Closing and within 2 years following the Closing, the Company changes your new position or its duties, responsibilities, compensation (including but not limited to your annual base salary) or location in such a way that, when compared with the terms of your new position with Thermo Fisher immediately following the Closing, one or more of the conditions required to allow you to claim “Good Reason” would exist. In the event that you claim “Good Reason” pursuant to the previous sentence, you will continue to be eligible for all of the benefits to which you be entitled pursuant to your LIFE CIC Agreement, subject to reduction for the Retention Bonus referenced above.

Thermo Fisher will reimburse you for advisory services provided to you directly in connection with this offer of employment, up to a maximum reimbursement of $25,000. The invoices are subject to review and approval for reasonableness by the Company. You may submit to the Company applicable invoices for this reimbursement within 45 days of the Closing and the Company shall provide you with such reimbursement within 30 days of its receipt of such invoices.

This offer letter and all compensatory payments or benefits that will be provided to you are intended to either be exempt from or comply with the requirements of Internal Revenue Code Section 409A (“Section 409A”) and the Company shall interpret and administer such payments and benefits in accordance with this intention. Each payment made to you shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. If upon your “separation from service” within the meaning of Section 409A, you are then a “specified employee” (as defined in Section 409A), then solely to the extent necessary to comply with Section 409A and avoid the imposition of taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” that is payable as a result of and within six (6) months following such separation from service until the earlier of (i) the first business day of the seventh month following your separation from service, or (ii) ten (10) days after your death.

Thermo Fisher, as a government contractor, is required to maintain a drug free workplace. Therefore, this employment offer is conditional upon your passing a pre-employment drug test and a background investigation. In the event that the background investigation reveals information that, in the Company’s reasonable discretion, raises material concerns about your qualifications for the position, we will contact you (by no later than 30 days after the Closing) to discuss our concerns, which if not resolved to our satisfaction, could result in a revocation of this offer or a termination of your employment.

In accordance with the Company’s standard employment practice, you will also be required to sign the Company’s Information and Invention Agreement prior to the Closing, a copy of which has been provided.

Mark, our employees are committed to the success and growth of our business. At Thermo Fisher, we believe that our core values of Integrity, Intensity, Innovation and Involvement are the key to this success. We are very enthusiastic about the prospect of you joining our team and your commitment to our values. We are confident that your skills and experience will enable Thermo Fisher Scientific to maintain its premier position as the world leader in serving science.

You may accept our offer of employment by signing and returning this letter to Martin Van Walsum by January 3, 2014.

Sincerely,

/s/ Marc Casper      

Marc Casper
President and Chief Executive Officer

Accepted and Agreed:

By: /s/ Mark P. Stevenson                       

       Mark P. Stevenson

Dated: 12/31/13

cc: Martin Van Walsum, Vice President, Compensation

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EX-10.56

Exhibit 10.56

LIFE TECHNOLOGIES CORPORATION

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

                                                  MARK  STEVENSON                 (the “Participant”) has been granted an award (the “Award”) pursuant to the Life Technologies Corporation 2009 Equity Incentive Plan (the “Plan”) consisting of one or more rights (each such right being hereinafter referred to as a “Restricted Stock Unit”) to receive in settlement of each such right one (1) share of Stock of Life Technologies Corporation, as follows:

Date of Grant:	04/01/2011
Number of Restricted Stock Units:	75060
Vesting Date:	The date which is described below; provided, however, that if the NASDAQ is not opened on such date, then the Vesting Date shall be next day the NASDAQ is open.
Vesting:	The number of Vested Restricted Stock Units shall be determined as follows, provided the Participant’s Service has not terminated prior to such date:

Anniversary of Date of Grant	Vested Percentage (Cumulative)
1st	25%
2nd	50%
3rd	75%
4th	100%

By electronically accepting this document, the Company and the Participant agree that the Award is governed by this Notice, the provisions of the Plan, and the Restricted Stock Units Agreement attached to and made a part of this document, including any applicable Addendum or Supplement thereto. The Participant acknowledges receipt of copies of the Plan and Restricted Stock Unit Agreement, represents that the Participant has read and is familiar with its provisions, and hereby accepts the Award subject to all of its terms and conditions.

ATTACHMENTS:	1.    Life Technologies Corporation 2009 Equity Incentive Plan, as amended to the Date of Grant
	2.    Restricted Stock Units Agreement (U.S.)

Electronic Signature: Signed Electronically

Acceptance Date: 04/19/2011

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LIFE TECHNOLOGIES CORPORATION

RESTRICTED STOCK UNITS AGREEMENT

(U.S.)

    Life Technologies Corporation has granted to the individual (the “Participant”) named in the Notice of Grant of Restricted Stock Units (the “Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an award of Restricted Stock Units (the “Award”) upon the terms and conditions set forth in the Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Life Technologies Corporation 2009 Equity Incentive Plan (the “Plan”), as amended to the Vesting Date. By accepting the Notice, the Participant: (i) represents that the Participant has read and is familiar with the terms and conditions of the Notice, the Plan and this Agreement, (i) accepts the Award subject to all of the terms and conditions of the Notice, the Plan and this Agreement, (iii) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Notice, the Plan or this Agreement, and (iv) acknowledges receipt of a copy of the Notice, the Plan and this Agreement.

    1.                 Definitions and Construction.

                                    1.1            Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice or the Plan. Whenever used herein, the following terms shall have their respective meanings set forth below:

    (a)             “Cause” shall mean, for purposes of this Agreement, any termination of employment by the Company due to misconduct or unsatisfactory performance for any of the following reasons: (i) commission of a crime against the Company, its affiliates, customers or employees, whether prosecuted or not; (ii) commission of any other crime or violation of law, statute or regulation that creates an inability to perform job duties; (iii) failure or inability to perform job duties due to intoxication by drugs or alcohol during working hours; (iv) conflict of interest, not specifically waived in advance by the Company; (v) unauthorized release of confidential information that belongs to the Company, its affiliates, customers or employees; (vi) habitual neglect of duties; (vii) unsatisfactory performance of job duties or insubordination (including but not limited to refusal to comply with established policies or procedures or failure to follow instructions of a supervisor); (viii) other misconduct including, but not limited to: falsification of the Company’s records, including timekeeping records and the employee’s application for employment; nonadherence to the Company’s policies, unlawful discrimination or harassment of another employee, customer or supplier; theft; unauthorized use or possession of property belonging to the Company, a co-worker or customer; possession of firearms, controlled substances or illegal drugs on the Company’s premises or while performing the Company’s business; and any other conduct interfering with work performance or constituting an unsafe, unethical or unlawful practice.

    (b)             “Company” means Life Technologies Corporation and each subsidiary or affiliate that is classified as a Participating Company under the Plan’s terms. Notwithstanding the preceding, with respect to administrative matters the term “Company” shall solely refer to Life Technologies Corporation.

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(c)              “Date of Grant” means the effective date shown in the Notice.

    (d)              “Disability” means, for purposes of this Agreement, a condition of the Participant whereby he or she either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under a long term disability income plan, if any, covering employees of the Company. Any determination of Disability under this Agreement shall be made by the Company’s Benefits Administration Committee.

    (e)              “Retirement” means, for purposes of this Agreement, that a Participant satisfies the following criteria on his or her termination date: (i) the Participant’s Service terminated for any reason other than Cause, (ii) as of the date the Participant’s Service terminated, the Participant is credited with at least ten (10) Years of Service, and (iii) as of the date the Participant’s Service terminated, the Participant was age sixty (60) or older. For purposes of this Agreement, a individual’s termination of Service will not qualify as “Retirement” unless it also is treated as a “separation from service” as defined in Section 409A of the Code.

    (f)              “Years of Service” means a Participant’s period of continuous service with the Company since his or her date of hire or, if applicable, most recent date of rehire. A Participant will receive credit for a Year of Service if he or she is employed on the anniversary date of his or her date of hire or, if applicable, most recent date of rehire. A Participant’s Years of Service will include any period of Service for which credit was granted for employment with a prior employer that merged with, or was acquired by, the Company. Any period of service that is less than a full 365-day period shall be disregarded for purposes of this Agreement. If a Participant’s Service with the Company is terminated for any reason other than Cause and then the Participant is rehired by the Company, the Participant will receive credit for periods of Service occurring prior to his or her rehire date only to the extent he or she is credited with past service credit for benefits purposes under the Company’s standard policies as documented and reported in the Company’s human resources information system.

                                    1.2           Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2.                 Administration. All questions of interpretation concerning this Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Award. Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, or election. As a condition to receipt of the Award, all persons having an interest in the Award agree and understand that (i) if any error occurs with respect to the establishment, creation and/or administration of the Award, the Award shall be interpreted in light of the Committee’s original intent as determined in the sole discretion of the Committee or the appropriate officer of the Company and (ii) the Committee and/or appropriate officer of the Company shall have the authority to amend the Award, without the consent of the Participant, to reflect the original intent of the Committee with respect to the grant and terms of the Award.

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3.                 Settlement of the Award.

                                    3.1           No Additional Payment Required. The Participant shall not be required to make any additional monetary payment (other than applicable tax withholding, if any) upon settlement of the Award. Payment of the aggregate purchase price of the shares of Stock for which the Award is being settled shall be made in the form of past services rendered by the Participant to the Company or for its benefit which the Committee, by resolution, determines to have a value not less than the aggregate purchase price of such shares of Stock.

3.2           Issuance of Shares of Stock. Subject to the provisions of Section 3.5 below, the Company shall issue to the Participant, on a date (the “Settlement Date”) within thirty (30) days following the Vesting Date (as defined in the Notice) a number of whole shares of Stock equal to the vested Number of Restricted Stock Units (as defined in the Notice), rounded down to the nearest whole number. Such shares of Stock shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 3.5. On the Settlement Date, the Company shall pay to the Participant cash in lieu of any fractional share of Stock represented by a fractional Restricted Stock Unit subject to this Award in an amount equal to the Fair Market Value on the Vesting Date of such fractional share of Stock.

3.3           Tax Withholding. At the time the Award is granted, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Participant.

3.4           Certificate Registration. The certificate for the shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

3.5           Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

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3.6           Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

3.7           Leaves of Absence. If the Participant takes an approved leave of absence from active Service with the Company, or takes a leave of absence to which the Participant is legally entitled regardless of such approval, the following provisions will apply:

    (a)              Vesting During Leave. The Award will not vest during a leave of absence other than an approved employee medical, FMLA or military leave. In the event that the Participant returns from an approved leave of absence and performs services for the Company for a period of at least thirty (30) days, then the Participant shall be treated as if the period of leave had been a period of continuous service with the Company and the Award shall become vested at the end of such thirty (30) days of Service.

    (b)              Effect of Termination During Leave. If the Participant’s Service with the Company is terminated during an approved leave of absence, then the Award will expire in accordance Section 5 below.

4.                 Nontransferability of the Award. Prior the Settlement Date, neither this Award nor any Restricted Stock Unit subject to this Award shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except by will or by the laws of descent and distribution.

5.                 Effect of Termination of Service.

5.1           Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Award, to the extent unvested on the date on which the Participant’s Service terminated, shall be fully accelerated and the shares of Stock subject to such fully vested Award shall be settled pursuant to the provisions of this Agreement.

5.2           Death. If the Participant’s Service terminates because of the death of the Participant, the Award, to the extent unvested on the date on which the Participant’s Service terminated, shall be fully accelerated and shares of Stock subject to such fully vested Award shall be settled pursuant to this Agreement by the issuance of shares of Stock to the Participant’s legal representative or other person who acquired the right to such shares of Stock by reason of the Participant’s death.

5.3           Retirement Provisions. If the Participant’s Service terminates because of the Participant’s Retirement, then this Award shall become 100% vested and settled in accordance with Section 3 above as of the date of such termination and the Participant shall receive such payment from the Company within thirty (30) days following that date.

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Notwithstanding any provision of this Agreement or the Plan, for any Participant to whom this Section 5.3 applies on the Date of Grant, or may apply prior to the Vesting Date, if a “Change in Control,” occurs, then the Participant shall not receive an accelerated payment under Section 3 unless such Change in Control is determined by the Company to qualify as a change in control event under Section 409A(a)(2)(A)(v) of the Code. If such event does not so qualify, then (I) the Participant shall be 100% vested in the Award, (II) the value of the Shares shall be fixed as of the date the Change in Control, and (III) payment of such amount shall be made to the Participant on the earliest of (i) the Vesting Date, or (ii) the date the Participant “separates from service” as defined in Section 409A of the Code.

5.4           Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death, or Retirement, the Award, to the extent unvested on the date on which the Participant’s Service terminated, shall terminate and any unvested shares of Stock subject to the Award shall be forfeited on the effective date of such termination of Service.

6.                 Return of Share Value. Notwithstanding any other provision of this Agreement, if at any time during the provision of Participant’s Service to Company or within six (6) months after voluntary or involuntary termination of the Participant’s Service for any reason, the Participant, in the sole judgment of the Company, other than as an employee or a consultant for the Company in the execution of Participant’s employment duties or provision of consulting services, as the case may be, engages in any of the “Prohibited Activities” listed below, then, to the greatest extent permitted by applicable law: (i) to the extent this Award has not yet become vested, it shall immediately be cancelled; (ii) any Shares issued upon vesting of this Award during the time period that is six (6) months prior to and six (6) months after the date of termination of Service that have not yet been sold by Participant shall be returned to the Company; and (iii) if the Participant has sold any Shares issued upon vesting of the Award during the time period that is six (6) months prior to and six (6) months after the date of termination of Service, the Participant shall return to the Company, in the form of a cash payment, the value of such Shares on their vesting date, without regard to any subsequent market price decrease or increase, shall be paid by such individual to the Company.

6.1           “Prohibited Activities” for purposes of this Section 6, are defined as follows:

    (a)           Directly or indirectly, through an affiliated or controlled entity or person, on Participant’s own behalf or as a partner, consultant, proprietor, principal, agent, creditor, security holder, trustee or otherwise in any other capacity (except by ownership of one percent (1%) or less of the outstanding stock of any publicly held corporation) engaging in the following: owning, managing, operating, financing, controlling, investing, participating or engaging in, lending Participant’s name or credit to, rendering services or advice to, or devoting any material endeavor or effort to any business that develops, manufactures, distributes, markets, sales or provides any products or services which are competitive with or similar to the products or services developed (including products or services under development or the subject of planning for possible development), manufactured, distributed, marketed, sold or otherwise provided by Company during Participant’s Service, including but not limited to the “Competitor List” below;

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    (b)              Directly or indirectly soliciting or otherwise inducing any employee to end his/her employment with Company;

    (c)              Disclosing or misusing any confidential, proprietary or material information concerning the Company;

    (d)             Directly or indirectly soliciting Company customers (including prospective customers) that Participant had contact with or access to confidential or proprietary information about during Participant’s Service or otherwise inducing such customers to reduce or terminate their business relationship with Company; or

    (e)             Engaging in research and development efforts (including customer assessment, observation and collaboration activities) such as testing, design, development, and process analysis related to or similar to efforts Participant engaged in or had access to confidential or proprietary information about during Participant’s Service to Company.

6.2           For purposes of this Section 6, the “Competitor List” includes, but is not limited to, the following entities: Qiagen, Agilent Technologies, Inc., Allergan, Inc., C. R. Bard, Inc., Biogen Idec, Inc., Cephalon, Inc., DENTSPLY International, Inc., Forest Laboratories, Inc., Genzyme Corporation, Hologic, Inc., Hospira, Inc., Quest Diagnostics, Inc., St. Jude Medical, Inc., Varian Medical Systems, Inc., Thermo Fisher Scientific, Inc., Becton, Dickinson and Company, Beckman Coulter, Inc., General Electric Company, Takara Holdings, Inc. (including Clontech Laboratories, and Takara Bio, Inc.), VWR International, LLC, Active Motif, Sigma-Aldrich Corporation, Waters Corporation, Bio-Rad Laboratories, Inc., Charles River Laboratories International, Inc., Millipore Corporation, Illumina, Inc., PerkinElmer, Inc., Pacific Biosciences, Danaher Corporation, Roche, Qiagen N.V., Helicos BioSciences, as well as any entity that is a successor to, acquires a majority of the assets of, or merges in whole or in part with any of the foregoing entities.

6.3           Participant acknowledges and agrees that (i) this Section 6 is necessary for the proper protection of the Company’s legitimate business interests, including protection of its trade secrets and confidential and proprietary information, as well as its customer and strategic relationships and good will, (ii) during the provision of Participant’s Service to Company, Participant has and/or will be personally entrusted with and exposed to such confidential and proprietary information and may also be exposed to Company’s customer and strategic relationships, (iii) Participant’s services are special and unique; (iv) Company has and will continue to be engaged in the highly competitive life sciences and biotechnology industry and the trade secrets, confidential and proprietary information, including its technologies, services and other developments are likely to be of great value to competitors; (v) Company operates in a world wide market and its business and customers are not geographically distinct, therefore, it is appropriate that this provision applies to Prohibited Activities anywhere in the world; (vi) Company will suffer great loss and irreparable harm if Participant were to engage in the Prohibited Activities; and (vii) the Prohibited Activities, including with respect to time, geographic area, and scope of activity are limited and reasonable and do not impose a greater restraint than is necessary to protect the goodwill and business interests of Company and allow Participant an adequate number and variety of employment alternatives, based on Participant’s varied skills and abilities.

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6.4           In the event a court of competent jurisdiction determines that the geographic area, duration, or scope of activity of any restriction under this Section 6 are more extensive than is necessary to protect the legitimate business interests of Company or otherwise unenforceable, the restrictions under this Section 6 and its subparagraphs shall be reformed and modified to the extent required to render them valid and enforceable. Notwithstanding Section 12.7 of this Agreement, this Section 6 may be in addition to and does not limit the effect of other agreements or understandings between Participant and Company with respects to matters addressed in it, including with respect to prohibitions against solicitation and the protection of Company’s trade secrets and confidential information.

7.                Change in Control. The Company and the Participant hereby agree that Section 13 of the Plan shall apply in the event a Change in Control; provided, however, if the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “Acquiring Corporation”), assumes this Award in connection with a Change in Control, if the Participant’s Service with the Company or the Acquiring Corporation, as applicable, is terminated without Cause, then this Award shall become 100% vested and settled in accordance with Section 3 above on the Participant’s termination date.

8.                 Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and class of shares subject to the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section 8 shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

9.                 Rights as a Stockholder, Director, Employee or Consultant. The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 7. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of the Company or a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or a Consultant, as the case may be, at any time.

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10.              Legends.  The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section.

11.              Applicable Law; Mandatory Forum; Consent to Personal Jurisdiction.

11.1         Applicable Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware.

11.2         Mandatory Forum for Litigation. The parties irrevocably agree that any and all controversies or disputes involving, relating to, or arising out of, or under, this Agreement, including but not limited to its construction, interpretation or enforcement, shall exclusively be litigated in the state courts of the State of Delaware.

11.3         Consent to Personal Jurisdiction and Waiver. Participant acknowledges that by entering into this Agreement and upon acceptance of any Shares issued by the Company hereunder, Participant is entering into a contract in the State of Delaware and is transacting business in the State of Delaware. Participant irrevocably and unconditionally consents to the personal jurisdiction of the state courts of Delaware with regard to any and all controversies or disputes involving, relating to, or arising out of, or under, this Agreement. Participant further irrevocably and unconditionally waives any defense or objection of lack of personal jurisdiction over Participant by the state courts of the State of Delaware.

12.               Miscellaneous Provisions.

12.1         Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

12.2         Binding Effect. Subject to the restrictions on transfer set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

12.3         Termination or Amendment. The Committee may terminate or amend the Plan or the Award at any time; provided, however, that except as provided in Section 6 in connection with a Change in Control, no such termination or amendment may adversely affect the Award without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing.

12.4         Vesting Acceleration. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Award at any time, subject to the terms of the Plan. If so accelerated, such Award will be considered as having vested as of the date specified by the Committee and shall be settled through the issuance of shares on the applicable Settlement Date.

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12.5         Section 409A. Notwithstanding anything in the Plan or this Agreement to the contrary and to the extent the Award is subject to taxation in the United States, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination of Service (provided that such termination is a “separation from service” within the meaning of Section 409A of the Code, as determined by the Company) pursuant to Section 5 of this Agreement and if (x) Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of such termination of Service and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A of the Code if paid to Participant on or within the six (6) month period following Participant’s termination of Service, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of Participant’s termination of Service. It is the intent of this Agreement to comply with the requirements of Section 409A of the Code so that none of the Restricted Stock Units provided under this Agreement or shares of Stock issuable thereunder will be subject to the additional tax imposed under Section 409A of the Code, and any ambiguities herein will be interpreted to so comply.

12.6         Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, upon deposit in the United States Post Office, by registered or certified mail, or with an overnight courier service with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature or at such other address as such party may designate in writing from time to time to the other party.

12.7         Integrated Agreement. The Notice and this Agreement constitute the entire understanding and agreement of the Participant and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect.

12.8         Counterparts. The Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12.9         Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Award or future awards granted under the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. By accepting this Award, the Participant hereby consents and agrees to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

12.10       Severability. If any one or more of the provisions (or any part thereof) of the Plan or this Agreement issued hereunder, shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan or this Agreement shall not in any way be affected or impaired thereby. The Company may, without the consent of any Participant, and in a manner determined necessary solely in the discretion of the Company, amend the Plan and this Agreement as the Company deems necessary to ensure the Plan and all Awards remain valid, legal or enforceable in all respects.

BBN81H9X

04/19/2011 01:51 pm U.S. Eastern Standard Time

ACCEPTED

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EX-10.57

Exhibit 10.57

LIFE TECHNOLOGIES CORPORATION

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

                                             MARK  STEVENSON           (the “Participant”) has been granted an award (the “Award”) pursuant to the Life Technologies Corporation 2009 Equity Incentive Plan (the “Plan”) consisting of one or more rights (each such right being hereinafter referred to as a “Restricted Stock Unit”) to receive in settlement of each such right one (1) share of Stock of Life Technologies Corporation, as follows:

Date of Grant:	04/02/2012
Number of Restricted Stock	41913
Units:
Vesting Date:	The date which is described below; provided, however, that if the NASDAQ is not opened on such date, then the Vesting Date shall be next day the NASDAQ is open.
Vesting:	The number of Vested Restricted Stock Units shall be determined as follows, provided the Participant’s Service has not terminated prior to such date:

Anniversary of Date of Grant	Vested Percentage (Cumulative)
1st	25%
2nd	50%
3rd	75%
4th	100%

By electronically accepting this document, the Company and the Participant agree that the Award is governed by this Notice, the provisions of the Plan, and the Restricted Stock Units Agreement attached to and made a part of this document, including any applicable Addendum or Supplement thereto. The Participant acknowledges receipt of copies of the Plan and Restricted Stock Unit Agreement, represents that the Participant has read and is familiar with its provisions, and hereby accepts the Award subject to all of its terms and conditions.

ATTACHMENTS:	1.       Life Technologies Corporation 2009 Equity Incentive Plan, as amended to the Date of Grant
	2.      Restricted Stock Units Agreement (U.S.)

Electronic Signature: Signed Electronically

Acceptance Date: 04/29/2012

Effective April 1, 2011

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LIFE TECHNOLOGIES CORPORATION

RESTRICTED STOCK UNITS AGREEMENT

(U.S.)

Life Technologies Corporation has granted to the individual (the “Participant”) named in the Notice of Grant of Restricted Stock Units (the “Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an award of Restricted Stock Units (the “Award”) upon the terms and conditions set forth in the Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Life Technologies Corporation 2009 Equity Incentive Plan (the “Plan”), as amended to the Vesting Date. By accepting the Notice, the Participant: (i) represents that the Participant has read and is familiar with the terms and conditions of the Notice, the Plan and this Agreement, (i) accepts the Award subject to all of the terms and conditions of the Notice, the Plan and this Agreement, (iii) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Notice, the Plan or this Agreement, and (iv) acknowledges receipt of a copy of the Notice, the Plan and this Agreement.

            1.           Definitions and Construction.

              1.1                   Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice or the Plan. Whenever used herein, the following terms shall have their respective meanings set forth below:

 (a)           “Cause” shall mean, for purposes of this Agreement, any termination of employment by the Company due to misconduct or unsatisfactory performance for any of the following reasons: (i) commission of a crime against the Company, its affiliates, customers or employees, whether prosecuted or not; (ii) commission of any other crime or violation of law, statute or regulation that creates an inability to perform job duties; (iii) failure or inability to perform job duties due to intoxication by drugs or alcohol during working hours; (iv) conflict of interest, not specifically waived in advance by the Company; (v) unauthorized release of confidential information that belongs to the Company, its affiliates, customers or employees; (vi) habitual neglect of duties; (vii) unsatisfactory performance of job duties or insubordination (including but not limited to refusal to comply with established policies or procedures or failure to follow instructions of a supervisor); (viii) other misconduct including, but not limited to: falsification of the Company’s records, including timekeeping records and the employee’s application for employment; nonadherence to the Company’s policies, unlawful discrimination or harassment of another employee, customer or supplier; theft; unauthorized use or possession of property belonging to the Company, a co-worker or customer; possession of firearms, controlled substances or illegal drugs on the Company’s premises or while performing the Company’s business; and any other conduct interfering with work performance or constituting an unsafe, unethical or unlawful practice.

 (b)           “Company” means Life Technologies Corporation and each subsidiary or affiliate that is classified as a Participating Company under the Plan’s terms. Notwithstanding the preceding, with respect to administrative matters the term “Company” shall solely refer to Life Technologies Corporation.

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 (c)            “Date of Grant” means the effective date shown in the Notice.

                                                 (d)           “Disability” means, for purposes of this Agreement, a condition of the Participant whereby he or she either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under a long term disability income plan, if any, covering employees of the Company. Any determination of Disability under this Agreement shall be made by the Company’s Benefits Administration Committee.

                                                 (e)           “Retirement” means, for purposes of this Agreement, that a Participant satisfies the following criteria on his or her termination date: (i) the Participant’s Service terminated for any reason other than Cause, (ii) as of the date the Participant’s Service terminated, the Participant is credited with at least ten (10) Years of Service, and (iii) as of the date the Participant’s Service terminated, the Participant was age sixty (60) or older. For purposes of this Agreement, a individual’s termination of Service will not qualify as “Retirement” unless it also is treated as a “separation from service” as defined in Section 409A of the Code.

 (f)            “Years of Service” means a Participant’s period of continuous service with the Company since his or her date of hire or, if applicable, most recent date of rehire. A Participant will receive credit for a Year of Service if he or she is employed on the anniversary date of his or her date of hire or, if applicable, most recent date of rehire. A Participant’s Years of Service will include any period of Service for which credit was granted for employment with a prior employer that merged with, or was acquired by, the Company. Any period of service that is less than a full 365-day period shall be disregarded for purposes of this Agreement. If a Participant’s Service with the Company is terminated for any reason other than Cause and then the Participant is rehired by the Company, the Participant will receive credit for periods of Service occurring prior to his or her rehire date only to the extent he or she is credited with past service credit for benefits purposes under the Company’s standard policies as documented and reported in the Company’s human resources information system.

                         1.2                  Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2.           Administration. All questions of interpretation concerning this Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Award. Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, or election. As a condition to receipt of the Award, all persons having an interest in the Award agree and

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understand that (i) if any error occurs with respect to the establishment, creation and/or administration of the Award, the Award shall be interpreted in light of the Committee’s original intent as determined in the sole discretion of the Committee or the appropriate officer of the Company and (ii) the Committee and/or appropriate officer of the Company shall have the authority to amend the Award, without the consent of the Participant, to reflect the original intent of the Committee with respect to the grant and terms of the Award.

3.           Settlement of the Award.

                          3.1                  No Additional Payment Required. The Participant shall not be required to make any additional monetary payment (other than applicable tax withholding, if any) upon settlement of the Award. Payment of the aggregate purchase price of the shares of Stock for which the Award is being settled shall be made in the form of past services rendered by the Participant to the Company or for its benefit which the Committee, by resolution, determines to have a value not less than the aggregate purchase price of such shares of Stock.

                          3.2                  Issuance of Shares of Stock. Subject to the provisions of Section 3.5 below, the Company shall issue to the Participant, on a date (the “Settlement Date”) within thirty (30) days following the Vesting Date (as defined in the Notice) a number of whole shares of Stock equal to the vested Number of Restricted Stock Units (as defined in the Notice), rounded down to the nearest whole number. Such shares of Stock shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 3.5. On the Settlement Date, the Company shall pay to the Participant cash in lieu of any fractional share of Stock represented by a fractional Restricted Stock Unit subject to this Award in an amount equal to the Fair Market Value on the Vesting Date of such fractional share of Stock.

                          3.3                  Tax Withholding. At the time the Award is granted, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Participant.

                          3.4                  Certificate Registration. The certificate for the shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

                          3.5                  Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

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                          3.6                  Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

                          3.7                  Leaves of Absence. If the Participant takes an approved leave of absence from active Service with the Company, or takes a leave of absence to which the Participant is legally entitled regardless of such approval, the following provisions will apply:

 (a)           Vesting During Leave. The Award will not vest during a leave of absence other than an approved employee medical, FMLA or military leave. In the event that the Participant returns from an approved leave of absence and performs services for the Company for a period of at least thirty (30) days, then the Participant shall be treated as if the period of leave had been a period of continuous service with the Company and the Award shall become vested at the end of such thirty (30) days of Service.

 (b)           Effect of Termination During Leave. If the Participant’s Service with the Company is terminated during an approved leave of absence, then the Award will expire in accordance Section 5 below.

4.           Nontransferability of the Award. Prior the Settlement Date, neither this Award nor any Restricted Stock Unit subject to this Award shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except by will or by the laws of descent and distribution.

5.           Effect of Termination of Service.

  5.1                  Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Award, to the extent unvested on the date on which the Participant’s Service terminated, shall be fully accelerated and the shares of Stock subject to such fully vested Award shall be settled pursuant to the provisions of this Agreement.

5.2                  Death. If the Participant’s Service terminates because of the death of the Participant, the Award, to the extent unvested on the date on which the Participant’s Service terminated, shall be fully accelerated and shares of Stock subject to such fully vested Award shall be settled pursuant to this Agreement by the issuance of shares of Stock to the Participant’s legal representative or other person who acquired the right to such shares of Stock by reason of the Participant’s death.

  5.3                  Retirement Provisions. If the Participant’s Service terminates because of the Participant’s Retirement, then this Award shall become 100% vested and settled in accordance with Section 3 above as of the date of such termination and the Participant shall receive such payment from the Company within thirty (30) days following that date.

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Notwithstanding any provision of this Agreement or the Plan, for any Participant to whom this Section 5.3 applies on the Date of Grant, or may apply prior to the Vesting Date, if a “Change in Control,” occurs, then the Participant shall not receive an accelerated payment under Section 3 unless such Change in Control is determined by the Company to qualify as a change in control event under Section 409A(a)(2)(A)(v) of the Code. If such event does not so qualify, then (I) the Participant shall be 100% vested in the Award, (II) the value of the Shares shall be fixed as of the date the Change in Control, and (III) payment of such amount shall be made to the Participant on the earliest of (i) the Vesting Date, or (ii) the date the Participant “separates from service” as defined in Section 409A of the Code.

                          5.4                  Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death, or Retirement, the Award, to the extent unvested on the date on which the Participant’s Service terminated, shall terminate and any unvested shares of Stock subject to the Award shall be forfeited on the effective date of such termination of Service.

6.          Return of Share Value. Notwithstanding any other provision of this Agreement, if at any time during the provision of Participant’s Service to Company or within six (6) months after voluntary or involuntary termination of the Participant’s Service for any reason, the Participant, in the sole judgment of the Company, other than as an employee or a consultant for the Company in the execution of Participant’s employment duties or provision of consulting services, as the case may be, engages in any of the “Prohibited Activities” listed below, then, to the greatest extent permitted by applicable law: (i) to the extent this Award has not yet become vested, it shall immediately be cancelled; (ii) any Shares issued upon vesting of this Award during the time period that is six (6) months prior to and six (6) months after the date of termination of Service that have not yet been sold by Participant shall be returned to the Company; and (iii) if the Participant has sold any Shares issued upon vesting of the Award during the time period that is six (6) months prior to and six (6) months after the date of termination of Service, the Participant shall return to the Company, in the form of a cash payment, the value of such Shares on their vesting date, without regard to any subsequent market price decrease or increase, shall be paid by such individual to the Company.

                          6.1                  “Prohibited Activities” for purposes of this Section 6, are defined as follows:

 (a)           Directly or indirectly, through an affiliated or controlled entity or person, on Participant’s own behalf or as a partner, consultant, proprietor, principal, agent, creditor, security holder, trustee or otherwise in any other capacity (except by ownership of one percent (1%) or less of the outstanding stock of any publicly held corporation) engaging in the following: owning, managing, operating, financing, controlling, investing, participating or engaging in, lending Participant’s name or credit to, rendering services or advice to, or devoting any material endeavor or effort to any business that develops, manufactures, distributes, markets, sales or provides any products or services which are competitive with or similar to the products or services developed (including products or services under development or the subject of planning for possible development), manufactured, distributed, marketed, sold or otherwise provided by Company during Participant’s Service, including but not limited to the “Competitor List” below;

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 (b)           Directly or indirectly soliciting or otherwise inducing any employee to end his/her employment with Company;

 (c)           Disclosing or misusing any confidential, proprietary or material information concerning the Company;

 (d)           Directly or indirectly soliciting Company customers (including prospective customers) that Participant had contact with or access to confidential or proprietary information about during Participant’s Service or otherwise inducing such customers to reduce or terminate their business relationship with Company; or

 (e)           Engaging in research and development efforts (including customer assessment, observation and collaboration activities) such as testing, design, development, and process analysis related to or similar to efforts Participant engaged in or had access to confidential or proprietary information about during Participant’s Service to Company.

                         6.2                  For purposes of this Section 6, the “Competitor List” includes, but is not limited to, the following entities: Qiagen, Agilent Technologies, Inc., Allergan, Inc., C. R. Bard, Inc., Biogen Idec, Inc., Cephalon, Inc., DENTSPLY International, Inc., Forest Laboratories, Inc., Genzyme Corporation, Hologic, Inc., Hospira, Inc., Quest Diagnostics, Inc., St. Jude Medical, Inc., Varian Medical Systems, Inc., Thermo Fisher Scientific, Inc., Becton, Dickinson and Company, Beckman Coulter, Inc., General Electric Company, Takara Holdings, Inc. (including Clontech Laboratories, and Takara Bio, Inc.), VWR International, LLC, Active Motif, Sigma-Aldrich Corporation, Waters Corporation, Bio-Rad Laboratories, Inc., Charles River Laboratories International, Inc., Millipore Corporation, Illumina, Inc., PerkinElmer, Inc., Pacific Biosciences, Danaher Corporation, Roche, Qiagen N.V., Helicos BioSciences, as well as any entity that is a successor to, acquires a majority of the assets of, or merges in whole or in part with any of the foregoing entities.

                          6.3                  Participant acknowledges and agrees that (i) this Section 6 is necessary for the proper protection of the Company’s legitimate business interests, including protection of its trade secrets and confidential and proprietary information, as well as its customer and strategic relationships and good will, (ii) during the provision of Participant’s Service to Company, Participant has and/or will be personally entrusted with and exposed to such confidential and proprietary information and may also be exposed to Company’s customer and strategic relationships, (iii) Participant’s services are special and unique; (iv) Company has and will continue to be engaged in the highly competitive life sciences and biotechnology industry and the trade secrets, confidential and proprietary information, including its technologies, services and other developments are likely to be of great value to competitors; (v) Company operates in a world wide market and its business and customers are not geographically distinct, therefore, it is appropriate that this provision applies to Prohibited Activities anywhere in the world; (vi) Company will suffer great loss and irreparable harm if Participant were to engage in the Prohibited Activities; and (vii) the Prohibited Activities, including with respect to time, geographic area, and scope of activity are limited and reasonable and do not impose a greater restraint than is necessary to protect the goodwill and business interests of Company and allow Participant an adequate number and variety of employment alternatives, based on Participant’s varied skills and abilities.

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                          6.4                  In the event a court of competent jurisdiction determines that the geographic area, duration, or scope of activity of any restriction under this Section 6 are more extensive than is necessary to protect the legitimate business interests of Company or otherwise unenforceable, the restrictions under this Section 6 and its subparagraphs shall be reformed and modified to the extent required to render them valid and enforceable. Notwithstanding Section 12.7 of this Agreement, this Section 6 may be in addition to and does not limit the effect of other agreements or understandings between Participant and Company with respects to matters addressed in it, including with respect to prohibitions against solicitation and the protection of Company’s trade secrets and confidential information.

7.           Change in Control. The Company and the Participant hereby agree that Section 13 of the Plan shall apply in the event a Change in Control; provided, however, if the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “Acquiring Corporation”), assumes this Award in connection with a Change in Control, if the Participant’s Service with the Company or the Acquiring Corporation, as applicable, is terminated without Cause, then this Award shall become 100% vested and settled in accordance with Section 3 above on the Participant’s termination date.

8.           Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and class of shares subject to the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section 8 shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

9.           Rights as a Stockholder, Director, Employee or Consultant. The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 7. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of the Company or a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or a Consultant, as the case may be, at any time.

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10.         Legends. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section.

11.         Applicable Law; Mandatory Forum; Consent to Personal Jurisdiction.

                         11.1                 Applicable Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware.

                         11.2                 Mandatory Forum for Litigation. The parties irrevocably agree that any and all controversies or disputes involving, relating to, or arising out of, or under, this Agreement, including but not limited to its construction, interpretation or enforcement, shall exclusively be litigated in the state courts of the State of Delaware.

                         11.3                Consent to Personal Jurisdiction and Waiver. Participant acknowledges that by entering into this Agreement and upon acceptance of any Shares issued by the Company hereunder, Participant is entering into a contract in the State of Delaware and is transacting business in the State of Delaware. Participant irrevocably and unconditionally consents to the personal jurisdiction of the state courts of Delaware with regard to any and all controversies or disputes involving, relating to, or arising out of, or under, this Agreement. Participant further irrevocably and unconditionally waives any defense or objection of lack of personal jurisdiction over Participant by the state courts of the State of Delaware.

12.         Miscellaneous Provisions.

                         12.1                 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

                         12.2                 Binding Effect. Subject to the restrictions on transfer set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

                         12.3                 Termination or Amendment. The Committee may terminate or amend the Plan or the Award at any time; provided, however, that except as provided in Section 6 in connection with a Change in Control, no such termination or amendment may adversely affect the Award without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing.

                         12.4                Vesting Acceleration. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Award at any time, subject to the terms of the Plan. If so accelerated, such Award will be considered as having vested as of the date specified by the Committee and shall be settled through the issuance of shares on the applicable Settlement Date.

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                         12.5                 Section 409A. Notwithstanding anything in the Plan or this Agreement to the contrary and to the extent the Award is subject to taxation in the United States, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination of Service (provided that such termination is a “separation from service” within the meaning of Section 409A of the Code, as determined by the Company) pursuant to Section 5 of this Agreement and if (x) Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of such termination of Service and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A of the Code if paid to Participant on or within the six (6) month period following Participant’s termination of Service, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of Participant’s termination of Service. It is the intent of this Agreement to comply with the requirements of Section 409A of the Code so that none of the Restricted Stock Units provided under this Agreement or shares of Stock issuable thereunder will be subject to the additional tax imposed under Section 409A of the Code, and any ambiguities herein will be interpreted to so comply.

                         12.6                 Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, upon deposit in the United States Post Office, by registered or certified mail, or with an overnight courier service with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature or at such other address as such party may designate in writing from time to time to the other party.

                         12.7                Integrated Agreement. The Notice and this Agreement constitute the entire understanding and agreement of the Participant and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect.

                         12.8                 Counterparts. The Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

                         12.9                 Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Award or future awards granted under the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. By accepting this Award, the Participant hereby consents and agrees to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

                         12.10               Severability. If any one or more of the provisions (or any part thereof) of the Plan or this Agreement issued hereunder, shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan or this Agreement shall not in any way be affected or impaired thereby. The Company may, without the consent of any Participant, and in a manner determined necessary solely in the discretion of the Company, amend the Plan and this Agreement as the Company deems necessary to ensure the Plan and all Awards remain valid, legal or enforceable in all respects.

CBX8XU4B

04/29/2012 03:02 pm U.S. Eastern Standard Time

ACCEPTED

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EX-10.58

Exhibit 10.58

LIFE TECHNOLOGIES CORPORATION

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

MARK   STEVENSON                     (the “Participant”) has been granted an award (the “Award”) pursuant to the Life Technologies Corporation 2009 Equity Incentive Plan (the “Plan”) consisting of one or more rights (each such right being hereinafter referred to as a “Restricted Stock Unit”) to receive in settlement of each such right one (1) share of Stock of Life Technologies Corporation, as follows:

Date of Grant:	04/01/2013
Number of Restricted Stock Units:	30199
Vesting Date:		The date which is described below or in the attached Restricted Stock Units Agreement; provided, however, that if the NASDAQ is not opened on such date, then the vesting date shall be next day the NASDAQ is open.
Vesting:		The number of vested Restricted Stock Units shall be determined as follows, provided the Participant’s Service has not terminated prior to such date (each date set forth below, a “Scheduled Vesting Date” with respect to that portion of the Restricted Stock Units scheduled to vest on such date):

Anniversary of Date of Grant	Vested Percentage (Cumulative)
1st	25%
2nd	50%
3rd	75%
4th	100%

By electronically accepting this document, the Company and the Participant agree that the Award is governed by this Notice, the provisions of the Plan, and the Restricted Stock Units Agreement attached to and made a part of this document, including any applicable Addendum or Supplement thereto. The Participant acknowledges receipt of copies of the Plan and Restricted Stock Unit Agreement, represents that the Participant has read and is familiar with its provisions, and hereby accepts the Award subject to all of its terms and conditions.

ATTACHMENTS:	1.    Life Technologies Corporation 2009 Equity Incentive Plan, as amended to the Date of Grant
	2.    Restricted Stock Units Agreement (U.S.)

Electronic Signature: /s/ Signed Electronically

Acceptance Date: 04/16/2013

Effective March 29, 2013

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LIFE TECHNOLOGIES CORPORATION

 RESTRICTED STOCK UNITS AGREEMENT

(U.S.)

Life Technologies Corporation has granted to the individual (the “Participant”) named in the Notice of Grant of Restricted Stock Units (the “Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an award of Restricted Stock Units (the “Award”) upon the terms and conditions set forth in the Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Life Technologies Corporation 2009 Equity Incentive Plan (as amended from time to time, the “Plan”). By accepting the Notice, the Participant: (i) represents that the Participant has read and is familiar with the terms and conditions of the Notice, the Plan and this Agreement, (i) accepts the Award subject to all of the terms and conditions of the Notice, the Plan and this Agreement, (iii) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Notice, the Plan or this Agreement, and (iv) acknowledges receipt of a copy of the Notice, the Plan and this Agreement.

1.                 Definitions and Construction.

1.1           Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice or the Plan. Whenever used herein, the following terms shall have their respective meanings set forth below:

(a)           “Cause” shall mean the occurrence of any of, but not limited to, the following: (i) commission of a crime against the Company, its Affiliates, customers or employees, whether prosecuted or not; (ii) commission of a crime by Participant or violation of law, statute or regulation that creates an inability to perform job duties; (iii) conviction of Participant of any felony or any crime involving fraud or dishonesty; (iv) Participant’s failure or inability to perform job duties due to intoxication by drugs or alcohol during working hours; (v) Participant’s conflict of interest, not specifically waived in advance by the Company; (vi) Participant’s violation of any statutory or fiduciary duty, or duty of loyalty owed to the Company and/or any Affiliate; (vii) unauthorized release of confidential information that belongs to the Company, its Affiliates or their customers or Employees; (viii) Participant’s habitual neglect of duties; (ix) Participant’s unsatisfactory performance of job duties or insubordination (including, but not limited to, refusal to comply with established policies or procedures or failure to follow instructions of a supervisor); or (x) other misconduct by Participant, including, but not limited to: falsification of records of the Company or any Affiliate, including timekeeping records and Participant’s application for employment, nonadherence to the policies of the Company or any Affiliate, unlawful discrimination or harassment of another employee, customer or supplier; theft; unauthorized use or possession of property belonging to the Company or any Affiliate, a co-worker or customer; possession of firearms, controlled substances or illegal drugs on the premises of the Company or any Affiliate or while performing Participant’s duties for the Company or any Affiliate; and any other conduct interfering with work performance or constituting an unsafe, unethical or unlawful practice. Notwithstanding the foregoing, Participant’s Disability shall not constitute Cause as set forth herein. The determination that a termination is for Cause shall be by the Administrator it its sole and exclusive judgment and

discretion. Notwithstanding the foregoing, if Participant is a party to an employment or severance agreement with the Company or any Affiliate in effect as of the date of grant of an Award which defines “Cause” or a similar term, or if an Award Agreement defined “Cause” in a manner that differs from the foregoing definition, “Cause” for purposes of the Plan and such Award shall have the meaning given to such term in such employment and a severance agreement or Award Agreement (and if “Cause” or a similar term is defined in both an employment or severance agreement with the Company or any Affiliate in effect as of the date of grant of an Award and in the Award Agreement, the definition of “Cause” in the employment or severance agreement shall take precedence unless expressly otherwise provided in the Award Agreement).

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(b)           “Company” means Life Technologies Corporation and each subsidiary or affiliate that is classified as a Participating Company under the Plan’s terms. Notwithstanding the preceding, with respect to administrative matters the term “Company” shall solely refer to Life Technologies Corporation.

(c)           “Date of Grant” means the effective date shown in the Notice.

(d)           “Disability” means, for purposes of this Agreement, a condition of the Participant whereby he or she either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under a long term disability income plan, if any, covering employees of the Company. Any determination of Disability under this Agreement shall be made by the Company’s Benefits Administration Committee.

(e)           “Retirement” means, for purposes of this Agreement, that a Participant satisfies the following criteria on his or her termination date: (i) the Participant’s Service terminated for any reason other than Cause, (ii) as of the date the Participant’s Service terminated, the Participant is credited with at least ten (10) Years of Service, and (iii) as of the date the Participant’s Service terminated, the Participant was age sixty (60) or older. For purposes of this Agreement, an individual’s termination of Service will not qualify as “Retirement” unless it also is treated as a “separation from service” as defined in Section 409A of the Code.

(f)           “Years of Service” means a Participant’s period of continuous service with the Company since his or her date of hire or, if applicable, most recent date of rehire. A Participant will receive credit for a Year of Service if he or she is employed on the anniversary date of his or her date of hire or, if applicable, most recent date of rehire. A Participant’s Years of Service will include any period of Service for which credit was granted for employment with a prior employer that merged with, or was acquired by, the Company. Any period of service that is less than a full 365-day period shall be disregarded for purposes of this Agreement. If a Participant’s Service with the Company is terminated for any reason other than Cause and then the Participant is rehired by the Company, the Participant will receive credit for periods of Service occurring prior to his or her rehire date only to the extent he or she is credited with past service credit for benefits purposes under the Company’s standard policies as documented and reported in the Company’s human resources information system.

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1.2           Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2.                 Administration. All questions of interpretation concerning this Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Award. Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, or election. As a condition to receipt of the Award, all persons having an interest in the Award agree and understand that (i) if any error occurs with respect to the establishment, creation and/or administration of the Award, the Award shall be interpreted in light of the Committee’s original intent as determined in the sole discretion of the Committee or the appropriate officer of the Company and (ii) the Committee and/or appropriate officer of the Company shall have the authority to amend the Award, without the consent of the Participant, to reflect the original intent of the Committee with respect to the grant and terms of the Award.

3.                 Settlement of the Award.

3.1           No Additional Payment Required. The Participant shall not be required to make any additional monetary payment (other than applicable tax withholding, if any) upon settlement of the Award. Payment of the aggregate purchase price of the shares of Stock for which the Award is being settled shall be made in the form of past services rendered by the Participant to the Company or for its benefit which the Committee, by resolution, determines to have a value not less than the aggregate purchase price of such shares of Stock.

3.2           Issuance of Shares of Stock. Subject to the provisions of Sections 3.5 and 7 below, the Company shall issue to the Participant (or in the event of Participant’s death, to his or her estate) a number of whole shares of Stock equal to Participant’s vested Restricted Stock Units, rounded down to the nearest whole number, on a date within thirty (30) days following the earliest to occur of the following events (each a “Settlement Date”):

(a)           the Scheduled Vesting Date for such Restricted Stock Units; or

(b)           Participant’s termination of Service (provided that, if Participant is or will be eligible for Retirement at any time on or after the Date of Grant and prior to the final Scheduled Vesting Date, such termination of Service must constitute a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations) (and, further, if Participant is a “specified employee” (as determined in accordance with Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation Section 1.409A-1(i)) on the date of his or her “separation from service” as defined in Section 1.409A-1(h) of the Treasury Regulations), the delivery of any shares of Stock to be delivered to Participant upon and as a result of such “separation from service” shall be delayed to the extent necessary to avoid a prohibited distribution under Section 409A(2)(B)(i) of the Code, and such shares of Stock shall be distributed to Participant on the earlier of (i) the expiration of the six-month period measured from the date of Holder’s “separation from service,” or (ii) the date of Participant’s death, or (iii) such earlier date as is permitted under Section 409A of the Code and the Treasury Regulations thereunder)).

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Such shares of Stock shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 3.5. On each Settlement Date, the Company shall pay to the Participant cash in lieu of any fractional share of Stock represented by a fractional Restricted Stock Unit subject to this Award in an amount equal to the Fair Market Value on the Settlement Date of such fractional share of Stock.

3.3           Tax Withholding. At the time the Award is granted, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Participant.

3.4           Certificate Registration. The certificate for the shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

3.5           Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

3.6           Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

3.7           Leaves of Absence. Unless otherwise provided by the Committee or to the extent otherwise is required by applicable law, the Restricted Stock Units will not vest during a leave of absence. If, however, Participant takes an approved medical, FMLA (or other statutorily protected leave) or military leave (an “Approved Leave”), and unless otherwise provided by the Committee or to the extent otherwise required by applicable law, the following provisions will apply:

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(a)           In the event Participant returns from an Approved Leave and performs services for the Company for a period of at least thirty (30) calendar days following Participant’s return from such Approved Leave, then Participant shall be treated as if the period of such Approved Leave had been a period of continuous service with the Company and such number of Restricted Stock Units as would have vested during such Approved Leave and the foregoing thirty (30) calendar day period pursuant to the vesting schedule set forth in the Notice shall be considered vested retroactively in accordance with the original vesting schedule and the shares of Stock issuable upon settlement of such Restricted Stock Units shall be distributed to Participant (or in the event of Participant’s death, to his or her estate) with respect to those Restricted Stock Units for which retroactive vesting is granted within thirty (30) days following the expiration of the foregoing thirty (30) calendar day period.

(b)           Unless otherwise provided by the Committee or to the extent a contrary result is required by applicable law, in the event Participant takes a leave of absence other than an Approved Leave, the vesting of the Restricted Stock Units will be tolled during the period of such leave. In the event Participant returns from such leave of absence and commences performing services for the Company, the Restricted Stock Units shall again commence vesting but the period of such leave shall be added to the vesting schedule set forth in the Notice.

(c)           In the event of Participant’s termination of Service during any leave of absence, then the Restricted Stock Units shall expire in accordance with the provisions of Section 5 below.

(d)           Notwithstanding anything to the contrary in this Agreement, (i) if Participant is or will be eligible for Retirement at any time on or after the Date of Grant and prior to the final Scheduled Vesting Date, (ii) if Participant’s Approved Leave exceeds six (6) months, and (iii) Participant’s return to service upon expiration of such leave is not guaranteed by statute or contract, then Participant shall be deemed to have had a termination of Service and a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations) for purposes of this Agreement on the last day of such six (6) month period and Participant’s vested Restricted Stock Units will be distributed as provided in Section 3.2 above. To the extent Participant’s authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six (6) months, and such impairment causes Participant to be unable to perform the duties of Participant’s position of employment or any substantially similar position of employment, the six (6) month period in the prior sentence shall be twenty-nine (29) months.

4.                 Nontransferability of the Award. Prior the Settlement Date, neither this Award nor any Restricted Stock Unit subject to this Award shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except by will or by the laws of descent and distribution.

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5.                 Effect of Termination of Service.

5.1           Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Award, to the extent unvested on the date on which the Participant’s Service terminated, shall be fully accelerated and the shares of Stock subject to such fully vested Award shall be settled pursuant to the provisions of this Agreement.

5.2           Death. If the Participant’s Service terminates because of the death of the Participant, the Award, to the extent unvested on the date on which the Participant’s Service terminated, shall be fully accelerated and shares of Stock subject to such fully vested Award shall be settled pursuant to the provisions of this Agreement by the issuance of shares of Stock to the Participant’s legal representative or other person who acquired the right to such shares of Stock by reason of the Participant’s death.

5.3           Retirement Provisions. If the Participant’s Service terminates because of the Participant’s Retirement on or after the first anniversary of the Date of Grant, the Award, to the extent unvested on the date on which the Participant’s Service terminated, shall be fully accelerated and the shares of Stock subject to such fully vested Award shall be settled pursuant to the provisions of this Agreement. Notwithstanding any provision of this Agreement or the Plan, for any Participant to whom this Section 5.3 applies on the Date of Grant, or may apply prior to the final Scheduled Vesting Date, if a Change in Control occurs, the Award, to the extent unvested on the date on which the Participant’s Service terminated, shall be fully accelerated and the shares of Stock subject to such fully vested Award shall be distributed to Participant immediately prior to the consummation of such Change in Control to the extent such Change in Control constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5). If such Change in Control does not constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5), the Award (or such consideration as is payable with respect to such Award pursuant to such Change in Control), shall be paid to Participant on the first Distribution Event to occur under Section 3.2 following such Change in Control.

5.4           Other Termination of Service. Except as otherwise provided herein, if the Participant’s Service terminates for any reason, except Disability, death, or Retirement on or after the first anniversary of the Date of Grant, the Award, to the extent unvested on the date on which the Participant’s Service terminated, shall terminate and any unvested shares of Stock subject to the Award shall be forfeited on the effective date of such termination of Service.

6.                 Return of Share Value. Notwithstanding any other provision of this Agreement, if at any time during the provision of Participant’s Service to Company or within six (6) months after voluntary or involuntary termination of the Participant’s Service for any reason, the Participant, in the sole judgment of the Company, other than as an employee or a consultant for the Company in the execution of Participant’s employment duties or provision of consulting services, as the case may be, engages in any of the “Prohibited Activities” listed below, then, to the greatest extent permitted by applicable law: (i) to the extent this Award has not yet become vested, it shall immediately be cancelled; (ii) any shares of Stock issued upon vesting of this Award during the time period that is six (6) months prior to and six (6) months after the date of termination of Service that have not yet been sold by Participant shall be returned to the Company; and (iii) if the Participant has sold any shares of Stock issued upon vesting of the Award during the time period that is six (6) months prior to and six (6) months after the date of termination of Service, the Participant shall return to the Company, in the form of a cash payment, the value of such shares of Stock on their vesting date, without regard to any subsequent market price decrease or increase, shall be paid by such individual to the Company.

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6.1           “Prohibited Activities” for purposes of this Section 6, are defined as follows:

(a)           Directly or indirectly, through an affiliated or controlled entity or person, on Participant’s own behalf or as a partner, consultant, proprietor, principal, agent, creditor, security holder, trustee or otherwise in any other capacity (except by ownership of one percent (1%) or less of the outstanding stock of any publicly held corporation) engaging in the following: owning, managing, operating, financing, controlling, investing, participating or engaging in, lending Participant’s name or credit to, rendering services or advice to, or devoting any material endeavor or effort to any business that develops, manufactures, distributes, markets, sales or provides any products or services which are competitive with or similar to the products or services developed (including products or services under development or the subject of planning for possible development), manufactured, distributed, marketed, sold or otherwise provided by Company during Participant’s Service, including but not limited to the “Competitor List” below;

(b)            Directly or indirectly soliciting or otherwise inducing any employee to end his/her employment with Company;

(c)            Disclosing or misusing any confidential, proprietary or material information concerning the Company;

(d)            Directly or indirectly soliciting Company customers (including prospective customers) that Participant had contact with or access to confidential or proprietary information about during Participant’s Service or otherwise inducing such customers to reduce or terminate their business relationship with Company; or

(e)           Engaging in research and development efforts (including customer assessment, observation and collaboration activities) such as testing, design, development, and process analysis related to or similar to efforts Participant engaged in or had access to confidential or proprietary information about during Participant’s Service to Company.

6.2           For purposes of this Section 6, the “Competitor List” includes, but is not limited to, the following entities: Abbott Laboratories; Abcam; Advanced Liquid Logic, Inc.; Affymetrix, Inc.; Agilent Technologies; Inc.; Asuragen, Inc.; Becton, Dickinson and Company; Biomatrica, Inc.; Biomerieux, Inc.; Bio-Rad Laboratories, Inc.; Biosearch Technologies, Inc.; Celsis Holding, Inc.; Claritas Genomics; Danaher Corporation; DNA 2.0; DNA Electronics Ltd. (UK); Enigma Diagnostics Limited; Enzo Biochem, Inc.; Eppendorf; General Electric Company; Genia Technologies, Inc.; Genscript; Harvard Bioscience, Inc.; Helicos Biosciences Corporation; Hologic, Inc.; Ingenuity Systems; IDEXX Laboratories, Inc.; Illumina, Inc.; Integrated DNA Technologies; Lonza Group AG; Luminex Corporation; Merck KGaA; Molecular Transfer, Inc.; NanoString Technologies, Inc.; NextBio; New England Biolabs; Novartis; NuGen Technologies; OligoCo; OriGene Technologies, Inc.; Oxford Nanopore Technologies; Pacific Biosciences, Inc.; Pall Corporation; PeproTech, Inc.; PerkinElmer Inc.; Prionics AG; Promega Corporation; Protein Simple; Qiagen N.V.; Quest Diagnostics Incorporated; Raindance Technologies, Inc.; Roche Holdings Ltd.; Sartorius; Sequenom; Sigma-Aldrich Corporation; Streck; Synthetic Genomics; Takara Bio Inc.; Techne Corporation; Thermo Fisher Scientific Inc.; and Waters Corporation; as well as any entity that is a successor to, acquires a majority of the assets of, or merges in whole or in part with any of the foregoing entities.

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6.3           Participant acknowledges and agrees that (i) this Section 6 is necessary for the proper protection of the Company’s legitimate business interests, including protection of its trade secrets and confidential and proprietary information, as well as its customer and strategic relationships and good will, (ii) during the provision of Participant’s Service to Company, Participant has and/or will be personally entrusted with and exposed to such confidential and proprietary information and may also be exposed to Company’s customer and strategic relationships, (iii) Participant’s services are special and unique; (iv) Company has and will continue to be engaged in the highly competitive life sciences and biotechnology industry and the trade secrets, confidential and proprietary information, including its technologies, services and other developments are likely to be of great value to competitors; (v) Company operates in a worldwide market and its business and customers are not geographically distinct, therefore, it is appropriate that this provision applies to Prohibited Activities anywhere in the world; (vi) Company will suffer great loss and irreparable harm if Participant were to engage in the Prohibited Activities; and (vii) the Prohibited Activities, including with respect to time, geographic area, and scope of activity are limited and reasonable and do not impose a greater restraint than is necessary to protect the goodwill and business interests of Company and allow Participant an adequate number and variety of employment alternatives, based on Participant’s varied skills and abilities.

6.4           In the event a court of competent jurisdiction determines that the geographic area, duration, or scope of activity of any restriction under this Section 6 are more extensive than is necessary to protect the legitimate business interests of Company or otherwise unenforceable, the restrictions under this Section 6 and its subparagraphs shall be reformed and modified to the extent required to render them valid and enforceable. Notwithstanding Section 12.7 of this Agreement, this Section 6 may be in addition to and does not limit the effect of other agreements or understandings between Participant and Company with respects to matters addressed in it, including with respect to prohibitions against solicitation and the protection of Company’s trade secrets and confidential information.

7.                 Effect of Change in Control.

7.1           Notwithstanding anything to the contrary in Section 3.2 above, if Participant will not be eligible for Retirement at any time on or after the Date of Grant and prior to the final Scheduled Vesting Date, then (A) in the event of a Change in Control pursuant to which the vesting of the Restricted Stock Units is accelerated pursuant to Section 13.5 of the Plan, shares of Stock shall be distributed to Participant with respect to Participant’s vested Restricted Stock Units (after giving effect to the acceleration pursuant to Section 13.5 of the Plan) immediately prior to the consummation of such Change in Control, and (B) in the event of a Change in Control pursuant to which the vesting of the Restricted Stock Units is not accelerated pursuant to Section 13.5 of the Plan, the Restricted Stock Units shall continue in full force and effect following such Change in Control, subject to such adjustments as may be made to the Restricted Stock Units pursuant to Section 13.5 of the Plan. If the Participant’s Service with the Company or the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be, is terminated without Cause following a Change in Control, then this Award shall become 100% vested and settled in accordance with Section 3.2 above.

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7.2           Notwithstanding anything to the contrary in Section 3.2 above, if Participant is or will be eligible for Retirement at any time on or after the Date of Grant and prior to the final Scheduled Vesting Date, then, in the event of a Change in Control, shares of Stock shall be distributed to Participant with respect to Participant’s vested Restricted Stock Units (after giving effect to the acceleration pursuant to Section 13.5 of the Plan) immediately prior to the consummation of such Change in Control to the extent such Change in Control constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5). If such Change in Control does not constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5), the Restricted Stock Units (or such consideration as is payable with respect to such Restricted Stock Units pursuant to such Change in Control), shall be paid to Participant on the first Settlement Date to occur under Section 3.2 following such Change in Control.

8.                 Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and class of shares subject to the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section 8 shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

9.                 Rights as a Stockholder, Director, Employee or Consultant. The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 7. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of the Company or a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or a Consultant, as the case may be, at any time.

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10.               Legends. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section.

11.               Applicable Law; Mandatory Forum; Consent to Personal Jurisdiction.

11.1         Applicable Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware.

11.2         Mandatory Forum for Litigation. The parties irrevocably agree that any and all controversies or disputes involving, relating to, or arising out of, or under, this Agreement, including but not limited to its construction, interpretation or enforcement, shall exclusively be litigated in the state courts of the State of Delaware.

11.3        Consent to Personal Jurisdiction and Waiver. Participant acknowledges that by entering into this Agreement and upon acceptance of any shares of Stock issued by the Company hereunder, Participant is entering into a contract in the State of Delaware and is transacting business in the State of Delaware. Participant irrevocably and unconditionally consents to the personal jurisdiction of the state courts of Delaware with regard to any and all controversies or disputes involving, relating to, or arising out of, or under, this Agreement. Participant further irrevocably and unconditionally waives any defense or objection of lack of personal jurisdiction over Participant by the state courts of the State of Delaware.

12.               Miscellaneous Provisions.

12.1         Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

12.2         Binding Effect. Subject to the restrictions on transfer set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

12.3        Termination or Amendment. The Committee may terminate or amend the Plan or the Award at any time; provided, however, that no such termination or amendment may adversely affect the Award without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing.

12.4        Vesting Acceleration. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Award at any time, subject to the terms of the Plan. If so accelerated, such Award will be considered as having vested as of the date specified by the Committee and shall be settled through the issuance of shares on the applicable Settlement Date.

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12.5             Section 409A.

(a)           Notwithstanding any other provision of the Plan, this Agreement or the Notice, the Plan, this Agreement and the Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code (together with any Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Date of Grant, “Section 409A”). The Committee may, in its discretion, adopt such amendments to the Plan, this Agreement or the Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate to comply with the requirements of Section 409A.

(b)           Unless Participant is or will be eligible for Retirement at any time on or after the Date of Grant, this Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the shares of Stock issuable pursuant to the Restricted Stock Units hereunder shall be distributed to Participant no later than the later of: (i) the fifteenth day of the third month following Participant’s first taxable year in which such Restricted Stock Units are no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the third month following first taxable year of the Company in which such Restricted Stock Units are no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A and any Treasury Regulations and other guidance issued thereunder.

(c)           For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Participant may be eligible to receive under this Agreement shall be treated as a separate and distinct payment.

12.6             Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, upon deposit in the United States Post Office, by registered or certified mail, or with an overnight courier service with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature or at such other address as such party may designate in writing from time to time to the other party.

12.7             Integrated Agreement. The Notice and this Agreement constitute the entire understanding and agreement of the Participant and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect.

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12.8             Counterparts. The Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12.9             Electronic Delivery; Consent to Information Sharing. The Company may, in its sole discretion, decide to deliver any documents related to the Award or future awards granted under the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. By accepting this Award, the Participant hereby consents and agrees to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. In addition, in order to facilitate the administration of the Company’s equity administration by a third party, and for such third party administrator to provide reporting to the Company on shares of Stock held within Participant’s account by such third party administrator, Participant hereby provides his or her consent on the sharing of this information by such third party administrator with the Company. The foregoing consent shall lapse upon Participant’s termination of Service or his or her earlier revocation of such consent in writing to the Company.

12.10           Severability. If any one or more of the provisions (or any part thereof) of the Plan or this Agreement issued hereunder, shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan or this Agreement shall not in any way be affected or impaired thereby. The Company may, without the consent of any Participant, and in a manner determined necessary solely in the discretion of the Company, amend the Plan and this Agreement as the Company deems necessary to ensure the Plan and all Awards remain valid, legal or enforceable in all respects.

12.11           Trading Restrictions.

(a)           The Company may establish periods from time to time during which Participant’s ability to engage in transactions involving the Company’s Stock is subject to specific restrictions (“Restricted Periods”). Notwithstanding any other provisions herein, Participant may not sell or otherwise dispose of shares of the Company’s Stock issuable upon distribution of the Restricted Stock Units during an applicable Restricted Period unless such sale or disposition is specifically permitted by the Company, in its sole discretion. Participant may be subject to restrictions giving rise to a Restricted Period for any reason that the Company determines appropriate, including, restrictions generally applicable to employees or groups of employees or restrictions applicable to Participant during an investigation of allegations of misconduct or conduct detrimental to the Company by Participant.

(b)           Participant acknowledges and agrees that the Restricted Stock Units and the shares of Stock issuable upon distribution thereof, any other equity awards now held by Participant or hereafter acquired by Participant, and any shares of the Company’s Stock issuable upon exercise, vesting or settlement thereof, shall be subject to the terms and conditions of any stock ownership or retention guidelines (the “Guidelines”) adopted from time to time by the Company to the extent such Guidelines are by their terms applicable to Participant. Participant hereby acknowledges and agrees that the Committee shall have the authority to review Participant’s compliance (or progress towards compliance) with such Guidelines from time to time and, in its sole discretion, to impose such conditions, restrictions or limitations on Participant, the Restricted Stock Units, the shares of Stock issuable upon distribution thereof, other equity awards held by Participant and other shares of the Company’s Stock issuable upon exercise, vesting or settlement thereof as the Committee determines to be necessary or appropriate in order to achieve the purposes of such Guidelines.

DBKA50ZB

04/16/2013 05:03 pm U.S. Eastern Standard Time

ACCEPTED

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EX-10.59

Exhibit 10.59

CHANGE IN CONTROL AGREEMENT

This CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into by and between LIFE TECHNOLOGIES CORPORATION, a Delaware Corporation (the “Company”), and Mark P. Stevenson, an individual (the “Executive”), dated as of March 5th, 2009.

WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined in Section 2(a) of this Agreement).

WHEREAS, the Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation and benefits arrangements upon a Change in Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company hereby agree as follows:

1.             Certain Definitions.

            (a)        The “Effective Date” shall be the first date during the Change in Control Period (as defined in Section l(b) of this Agreement) on which a Change in Control occurs; provided that the Executive is employed on that date. Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Company is terminated or the Executive ceases to be an officer of the Company prior to the date on which a Change in Control occurs, and it is reasonably demonstrated by the Executive that such termination of employment or cessation of status as an officer (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control, or (ii) otherwise arose in connection with or anticipation of the Change in Control, then, for all purposes of this Agreement, the “Effective Date” shall mean the date immediately prior to the date of such termination of employment or cessation of status as an officer.

            (b)        The “Change in Control Period” is the period commencing on the date hereof and ending on the second (2nd) anniversary of such date; provided, however, that commencing on the date one (1) year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof is hereinafter referred to as the “Renewal Date”), the Change in Control Period shall be automatically extended so as to terminate two (2) years from such Renewal Date, unless at least sixty (60) days prior to the Renewal Date the Company shall give written notice to the Executive that the Change in Control Period shall not be so extended.

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 2.             Change in Control. For the purpose of this Agreement:

                           (a)          “Change in Control” shall mean:

                     (i)            Any acquisition or series of acquisitions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of either the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that (A) any acquisition by the Company, or any of its subsidiaries, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, or (C) any acquisition or series of acquisitions which results in any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) acquiring beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the Outstanding Company Common Stock and while such a beneficial owner such individual, entity or group does not exercise the voting power of his, her or its Outstanding Company Common Stock or otherwise exercise control with respect to any matter concerning or affecting the Company and promptly sells, transfers, assigns or otherwise disposes of that number of shares of Outstanding Company Common Stock necessary to reduce his, her or its beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of the Outstanding Company Common Stock to below 50%, as the case may be, shall not constitute a Change in Control; or

                     (ii)           Individuals who as of November 22, 2008, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided that any individual becoming a director subsequent to November 22, 2008, was appointed by the Incumbent Board, or whose election, or nomination for election, by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest (as such terms are used in Rule 14a-l1 of the Regulation 14A promulgated under the Exchange Act) relating to the election of directors of the Company; or

                     (iii)          Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition of all or substantially all of the assets of the Company, or of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation.

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                         (i)            Anything in this Agreement to the contrary notwithstanding, “Change in Control” shall notmean that certain acquisition of Applera Corporation by the Company, as more particularly described in that certain Agreement and Plan of Merger, dated June 11, 2008, by and among the Company, Applera Corporation and Atom Acquisition, LLC.

            3.             Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, for the period commencing on the Effective Date and ending at the end of the twenty-fourth (24th) month period following the Effective Date (the “Employment Period”).

            4.            Terms of Employment.

           (a)         Position and Duties.

                                         (i)            During the Employment Period, (A) the Executive shall perform those duties of the Executive’s position as may be assigned from time to time by the Company’s Chief Executive Officer, and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than fifty (50) miles from such location.

                                         (ii)           During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and any of its parent and subsidiary entities, affiliated companies, partnerships, divisions and other affiliated entities, as determined by Company, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

                            (b)        Compensation.

                                         (i)            Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to the highest annualized (for any year with respect to which the Executive has been employed by the Company for less than twelve (12) full months) base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the three (3) years immediately preceding the Effective Date. During the Employment Period, the Annual Base Salary may be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the Company and its affiliated companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to the Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” includes any company controlled by, controlling or under common control with the Company.

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                                         (ii)           Annual Bonus. During the Employment Period, the Executive shall be eligible to participate in the Company’s annual incentive compensation plan (“Annual Bonus”), subject to the applicable terms and conditions of such plan.

                                         (iii)          Incentive, Savings and Retirement Plans, In addition to Annual Base Salary and Annual Bonus payable as hereinabove provided, the Executive shall be entitled to participate during the Employment Period in all incentive (including, but not limited to, long-term incentive bonus), savings and retirement plans, practices, policies and programs generally applicable to other peer executives of the Company and its affiliated companies; provided, however, anything in this Agreement to the contrary notwithstanding, the Company retains the right to modify or eliminate such plans prospectively, upon notice to the Executive, so long as such modification or elimination is made as part of, and is generally consistent with, the modification or elimination of plans generally applicable to the Executive’s peers.

                                         (iv)          Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent generally applicable to other peer executives of the Company and its affiliated companies; provided, however, anything in this Agreement to the contrary notwithstanding, the Company retains the right to modify or eliminate such plans prospectively, upon notice to the Executive, so long as such modification or elimination is made as part of, and is generally consistent with, the modification or elimination of plans generally applicable to the Executive’s peers.

                                         (v)           Business Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures generally provided to other peer executives of the Company and its affiliated companies. Such reimbursements shall be paid in accordance with the Company’s reimbursement policies and practices; provided, however, that such reimbursements shall (A) be paid no later than the last day of the Executive’s tax year following the tax year in which the expense was incurred, (B) not be affected by any other expenses that are eligible for reimbursement in any tax year, and (C) not be subject to liquidation or exchange for another benefit.

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                                         (vi)          Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company generally provided to other peer executives of the Company and its affiliated companies; provided, however, anything in this Agreement to the contrary notwithstanding, the Company retains the right to modify or eliminate such benefits prospectively, upon notice to the Executive, so long as such modification or elimination is made as part of, and is generally consistent with, the modification or elimination of benefits generally applicable to the Executive’s peers.

                                         (vii)         Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to personal secretarial and other assistance, at least equal to the most favorable of the foregoing generally provided to other peer executives of the Company and its affiliated companies.

                                         (viii)        Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies, as applicable to Executive, in effect for the Executive at any time during the ninety (90) day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies; provided, however, anything in this Agreement to the contrary notwithstanding, the Company retains the right to modify or eliminate such plans prospectively, upon notice to the Executive, so long as such modification or elimination is made as part of, and is generally consistent with, the modification or elimination of plans generally applicable to the Executive’s peers.

            5.             Termination of Employment.

(a)        Death  or Disability.     The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period.  If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period, it may give to the Executive written notice (in accordance with Section 19(b) of this Agreement) of its intention to terminate the Executive’s employment.  In such event, the Executive’s employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by the Executive (the “Disability Effective Date”); provided that, within thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties.  For purposes of this Agreement, “Disability” means the absence of the Executive from the Executive’s duties with the Company on a full-time basis for one hundred eighty (180) consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably).

                           (b)         Cause.    The Company may terminate the Executive’s employment during the Employment Period for Cause (as defined below) only in accordance with the provisions set forth herein.

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                              (i)            For purposes of this Agreement, “Cause” means (A) repeated violations by the Executive of the Executive’s material responsibilities and material duties under Section 4(a) of this Agreement which are demonstrably willful and deliberate on the Executive’s part and which are not remedied in a reasonable period of time after receipt of written notice from the Company, (B) commission of an intentional act of fraud, embezzlement or theft by the Executive in connection with the Executive’s duties or in the course of the Executive’s employment with the Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, (C) violation of any law, regulation, or rule applicable to the Company’s or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities’ business or reputation, including, without limitation, securities laws, (D) causing intentional wrongful damage to property of the Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, (E) intentionally and wrongfully disclosing secret processes or confidential information of the Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, (F) conviction of, or plea of nolo contendere to, a felony, which conviction or plea materially harms the business or reputation of the Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, or (G) participating, without the Company’s express written consent, in the management of any business enterprise which engages in substantial and direct competition with the Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities; provided that in the case of clauses (A) through (F), any such act or omission shall have been materially harmful to the Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities.

                                         (ii)            The Company may not terminate the Executive’s employment for Cause under clause (C), (D), or (E) of such definition set forth above unless: (a) the Company provides the Executive with written notice of its intent to terminate the Executive’s employment for Cause, including a detailed description of the specific reasons which form the basis for such consideration; (b) within thirty (30) days after the date such notice is provided, the Executive shall have a reasonable opportunity to appear before the Board, with or without legal representation, at the Executive’s election and at the Executive’s expense, to present arguments and evidence on his own behalf to defend such act or acts, or failure to act, and, if, as determined by the Board, such act or failure to act is correctable, the Executive shall be given thirty (30) days after such meeting to correct such act or failure to act; and (c) following presentation to the Board as provided in clause (b) above or the Executive’s failure to appear before the Board at a date and time specified in the notice and, following expiration of the thirty (30) day period in which to correct such acts or failures to act that the Board has determined are correctable, the Executive may be terminated for Cause only if (1) the Board, by an affirmative vote of a majority of its members (excluding the Executive and any other member of the Board reasonably believed by the Board to be involved in the events leading the Board to terminate the Executive for Cause), determines that the acts or failures to act of the Executive specified in the notice occurred and remained uncorrected, and the Executive’s employment should accordingly be terminated for Cause; and (2) the Board provides the Executive with a written determination setting forth in specific detail the basis of such termination of employment which are consistent with the reasons set forth in the notice.

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                            (c)        Good Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason (as defined below). For purposes of this Agreement, “Good Reason” means:

                                         (i)            a substantial diminution in the Executive’s authority, duties and responsibilities, measured in the aggregate, when compared to the position the Executive held immediately prior to the Change in Control. Changes only to the Executive’s reporting relationships, level of reporting relationships, and/or title shall not alone establish Good Reason. Additionally, any isolated, insubstantial or inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive shall not be considered when making a determination of whether Good Reason exists;

                                         (ii)           a reduction of the Executive’s Base Salary and annual incentive compensation plan individual target percentage in place immediately prior to the Change in Control, excluding any isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive;

                                         (iii)          a failure by the Company to comply with Subsections 4(b)(iii)-(viii) of this Agreement. Any isolated, insubstantial or inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive shall not be considered when making a determination of whether Good Reason exists;

                                         (iv)          the Company requiring the Executive to be based at any office or location more than fifty (50) miles from such office or location where the Executive was based immediately prior to the Change in Control, or requiring a material increase in the travel duties of the Executive in the course of discharging responsibilities or duties which is significantly more frequent (in terms of either consecutive days or aggregate days in any calendar year) than was required prior to the Change in Control;

                                         (v)           any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

                                       (vi)          any failure by any successor to the Company to comply with and satisfy 20(c) of this Agreement; provided that such successor has received at least ten (10) days prior written notice from the Company or the Executive of the requirements of Section 20(c) of this Agreement.

                            (d)        Notice of Termination. Any termination by the Company for Cause or by the Executive for Good Reason shall be communicated by Notice of Termination (as defined below) to the other party hereto given in accordance with Section 19(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined in Section 5(e) of this Agreement) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

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                            (e)        Date of Termination. For purposes of this Agreement, “Date of Termination” means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however, that (i) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, and (ii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

            6.             Obligations of the Company upon Termination.

                           (a)         Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than the following obligations: (i) payment of the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) payment of the product of (x) the Annual Bonus and any long-term incentive bonus paid, guaranteed to be paid, or payable but for any deferral (and annualized for any fiscal year consisting of less than twelve full months or for which the Executive has been employed for less than twelve (12) full months) to the Executive for the most recently completed fiscal year during the Employment Period, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty five (365); (iii) payment of any compensation previously deferred by the Executive (together with any accrued interest thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company; (iv) payment of any earned or guaranteed Annual Bonus, long-term incentive bonus or other incentive compensation payments attributable to prior fiscal years to the extent not theretofore paid; and (v) payment for any substantiated business and relocation expenses incurred by the Executive to the extent not theretofore reimbursed (the amounts described in clauses (i) through (v) above are hereafter referred to as “Accrued Obligations”). All Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive’s family shall be entitled to receive benefits at least equal to the most favorable benefits provided generally by the Company and any of its affiliated companies to surviving families of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to family death benefits, if any, as in effect generally with respect to other peer executives and their families at any time during the ninety (90) day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family as in effect on the date of the Executive’s death generally with respect to other peer executives of the Company and its affiliated companies and their families.

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                 (b)         Disability.  If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations.  All Accrued Obligations shall be paid to the Executive in a lump sum in cash within thirty (30) days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled after the Disability Effective Date to receive disability and other benefits at least equal to the most favorable of those provided by the Company and its affiliated companies to disabled peer executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the ninety (90) day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter through the Date of Termination generally with respect to other peer executives of the Company and its affiliated companies and their families.

                            (c)         Cause.    If the Executive’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive the Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations.  In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within thirty (30) days of the Date of Termination.

                            (d)         Good Reason or Termination Without Cause.  If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or Disability, or the Executive shall terminate employment under this Agreement for Good Reason:

                                         (i)            the Company shall pay to the Executive the aggregate of the following amounts, such amounts to be payable by the Company in a lump sum in cash within thirty (30) days of the Date of Termination:

                                                         A.         All Accrued Obligations; and

                                                           B.          2.0 times the sum of the Executive’s Annual Base Salary and the higher of either (i) the average annualized (for any year with respect to which the Executive has been employed by the Company for less than twelve (12) full months) bonus paid, or payable but for any deferral to the Executive by the Company and its affiliated companies under the Company’s deferred compensation arrangements, in respect of the three (3) years or lesser number of years during which the Executive has been employed by the Company immediately preceding the Effective Date, or (ii) the targeted annual bonus payable to the Executive pursuant to the Company’s annual incentive compensation plan for the fiscal year in which the Date of Termination occurs (assuming one hundred percent (100%) achievement of the Company performance factor and one hundred percent (100%) achievement of the Executive’s personal performance factor); and

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                                                         C.          Any guaranteed or targeted long-term incentive bonus that would have been payable within two (2) years of the Date of Termination; and

                                                         D.         An amount equal to that portion, if any, of the Company’s contribution to the Executive’s 401(k), savings or other similar individual account plan which is not vested as of the Date of Termination (the “Unvested Company Contribution”), plus an amount which when added to the Unvested Company Contribution would be sufficient after federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and

                                         (ii)           the Company shall pay the Executive up to $25,000 for executive outplacement services utilized by the Executive upon the receipt by the Company of written receipts or other appropriate documentation subject to applicable Company policies provided that this Section 6(d)(ii) shall be applicable through 24 months after the Date of Termination; and

                                         (iii)           for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits at the Company’s expense to the Executive and, where applicable, the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies generally applicable to other peer executives and their families during the ninety (90) day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families; provided, however, that if the Executive becomes employed elsewhere during the Employment Period and is thereby afforded comparable insurance and welfare benefits to those described in Section 4(b)(iv) of this Agreement, the Company’s obligation to continue providing the Executive with such benefits shall cease or be correspondingly reduced, as the case may be. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period; and

                                         (iv)          all outstanding stock options, shares of restricted stock and other equity based awards held by the Executive pursuant to any Company stock option plan, stock option agreement, restricted stock agreement or other agreement shall immediately become vested and exercisable as to all or any part of the shares covered thereby, with the Executive being able to exercise his stock options within a period of twelve (12) months following the Date of Termination or such longer period as may be permitted under the Executive’s stock option agreements; and

                                         (v)           the Company shall make its best efforts to require the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “Acquiring Corporation”), to either assume the Company’s rights and obligations under any Company stock option plan, stock option agreement or restricted stock agreement or substitute for outstanding options or restricted shares substantially equivalent options or restricted shares of the Acquiring Corporation’s stock. For this purpose, a stock option or restricted share shall be deemed assumed if, following the Change in Control, the stock option or restricted share confers the right to receive in accordance with its terms and conditions, for each share of the Company stock subject to a stock option agreement or restricted stock agreement immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of the Company stock on the effective date of the Change in Control was entitled; and

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                                         (vi)           if, in the calendar year in which occurs the Date of Termination or in the immediately preceding calendar year, the Executive had relocated the Executive’s primary residence from one location (the “Point of Origin”) to its location at the Date of Termination at the request of the Company, then any relocation expenses that are actually incurred in the twelve (12) month period immediately following the Date of Termination by the Executive in moving the Executive’s primary residence and personal property to any location shall be reimbursed by the Company, to the extent such expenses do not exceed the cost of relocating the Executive’s primary residence and personal property to the Point of Origin; provided that such expenses are substantiated by means of written receipts. The cost of relocating the Executive’s primary residence and personal property to the Point of Origin shall be determined by averaging estimates obtained by the Company in writing from three (3) reputable moving companies, selected by the Company in good faith. It shall be the obligation of the Executive to notify the Company in advance of any such relocation so that such estimates may be obtained.

            The amounts required to be paid under this Section 6(d) shall be reduced by any other amount of severance (i.e., relating solely to salary or bonus continuation or actual or deemed pension or insurance continuation) received by the Executive upon such termination of employment under any severance plan, policy or arrangement of the Company applicable to the Executive or a group of employees of the Company, including the Executive, and applicable without regard to the occurrence of a Change in Control prior to such termination of employment.

                           (e)         Any payments made pursuant to this Section 6 shall be less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions.

            7.             No-Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for under this Agreement be reduced by any compensation or benefits earned by the Executive as the result of employment by another employer or by retirement benefits.

            8.             Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any other agreements with the Company or any of its affiliated companies.   Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program except as explicitly modified by this Agreement.

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            9.             Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder, except as provided in the last sentence of Section 6(d) of this Agreement, shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.  In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement.   The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur, including the costs and expenses of any arbitration proceeding, as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code of 1986, as amended (the “Code”); provided that the Executive’s claim is not determined by a court of competent jurisdiction or an arbitrator to be frivolous or otherwise entirely without merit.

            10.           Release.  In order to be eligible to receive any benefits under Section 6 of this Agreement, the Executive must execute a general release within 30 days of the Date of Termination in which the Executive, on behalf of the Executive, his or her heirs, personal representatives or successors and assigns, fully and unconditionally releases and discharges all claims and causes of action against the Company, its officers, employees, parent and subsidiary entities, affiliated companies, divisions and other affiliated entities, in a form acceptable to the Company, which will contain provisions substantially similar to those included on the form attached as Exhibit 1.

            11.           Certain Additional Payments by the Company.

                            (a)         Gross-Up Payment Amount. Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive, whether paid, payable,  distributed or distributable pursuant to this Agreement or otherwise (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to in this Agreement as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after the payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

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                            (b)        Determinations. Subject to the provisions of Section 11(c) of this Agreement, all determinations required to be made under this Section 11, including whether and

when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an accounting firm of national standing reasonably selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within fifteen (15) business days of the receipt of written notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be paid by the Company to the Executive within five (5) business days of the receipt of the Accounting Firm’s determination and calculations. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the possible uncertainty in application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 11(c) of this Agreement and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

                            (c)        Internal Revenue Service Claim or Audit. The Executive shall notify the Company in writing of any claim or audit by the Internal Revenue Service that, if successful, could reasonably require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

                                         (i)            give the Company any information reasonably requested by the Company relating to such claim;

                                         (ii)           take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company and reasonably acceptable to the Executive;

                                         (iii)          cooperate with the Company in good faith in order effectively to contest such claim; and

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                                         (iv)          permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 11, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, to the extent permitted by applicable law, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled in his sole discretion to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

                            (d)        Refunds.  If, after receipt by the Executive of an amount advanced by the Company pursuant to Section 1 l(c) of this Agreement, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of such Section) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after receipt by the Executive of an amount advanced by the Company pursuant to Section 11(c) of this Agreement, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

                            (e)        Timing of Payments.   All payment pursuant to this Section 11 must be made by the end of the taxable year next following the taxable year in which the Executive remits any taxes associated with the provisions of this Section 11.

           12.            Application of Section 409A.

                         (a)        Notwithstanding anything set forth in this Agreement to the contrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of Section 409A of the Code (“Section 409A”) shall be paid unless and until the Executive has incurred a “separation from service” within the meaning of Section 409A. Further, to the extent that the Executive is a “specified employee” within the meaning of Section 409A as of the date of the Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of the Executive’s separation from service shall be paid to the Executive before the date (the “Delayed Payment Date”) which is the first (1st) day of the seventh (7th) month after the date of the Executive’s separation from service or, if earlier, the date of the Executive’s death following such separation from service. All such amounts that would, but for this Section 12, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

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                            (b)        The Company intends that income provided to the Executive pursuant to this Agreement will not be subject to taxation under Section 409A.   The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A. The Company and the Executive agree to negotiate in good faith to reform any provisions of this Agreement to maintain to the maximum extent practicable the original intent of the applicable provisions without violating the provisions of Section 409A, if the Company deems such reformation necessary or advisable pursuant to guidance under Section 409A to avoid the incurrence of any such interest and penalties.   Such reformation shall not result in a reduction of the aggregate amount of payments or benefits under this Agreement. However, the Company does not guarantee any particular tax effect for income provided to the Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to the Executive, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to the Executive pursuant to this Agreement.

                            (c)        Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company’s applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in- kind benefits shall not be subject to liquidation or exchange for another benefit.

 13.           Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret and/or confidential information, knowledge and/or data relating to the Company and/or any of its parent and subsidiary entities, divisions and affiliated companies, partnerships and other affiliated entities and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its parent and subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In addition, to the extent that the Executive is a party to any other agreement relating to confidential information, inventions or similar matters with the Company, the Executive shall continue to comply with the provisions of such agreements. In no event shall an asserted violation of the provisions of this Section 13 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

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           14.            Public Announcements.     The Executive shall consult with the Company before issuing any press release or otherwise making any public statement with respect to the Company or any of its parent or subsidiary entities, divisions or affiliated companies, partnerships or other affiliated entities, this Agreement or the transactions contemplated hereby, and the Executive shall not issue any such press release or make any such public statement without the prior written approval of the Company, except as may be required by applicable law, rule or regulation or any self regulatory agency requirements, in which event the Company shall have the right to review and comment upon any such press release or public statement prior to its issuance.

 15.           Nondisparagement and Nonsolicitation.     Excluding any action in furtherance of, or to enforce, the terms of this Agreement, the Executive agrees that he will not at any time in the future take any action detrimental to the Company or any of its parent and subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, nor make any critical or disparaging statements about the Company or any of its parent or subsidiary entities, divisions or affiliated companies, partnerships, other affiliated entities, its or their services or products, past and present officers, directors or employees, unless such statements are made truthfully in response to a subpoena or other legal process. For a period of one (1) year after the Date of Termination, the Executive shall not, on behalf of himself or any other person or entity, either directly or indirectly, solicit, or attempt to solicit anyone who now is, or subsequently becomes, an employee of or consultant to the Company or any of its parent and subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities to work for or provide business to any other person or entity or to terminate or diminish such person or entity’s employment or consulting relationship with the Company or any of its parent and subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities.

 16.           Noncompete and Nonsolicitation of Customers.     Executive agrees that a prerequisite to and a condition of receiving any benefits under this Agreement is that Executive within 30 days of the Date of Termination enter into and comply with an agreement (in a form acceptable to Company and drafted in accordance with applicable law), which provides that for a period of one (1) year after the Date of Termination, the Executive shall not, either directly or indirectly, through an affiliated or controlled entity or person, on Executive’s own behalf or as an employee, partner, consultant, principal, agent or otherwise in any other capacity (except by ownership of five percent (5%) or less of the outstanding stock of any publicly held corporation), (a) own, manage, operate, finance, control, invest in, participate or engage in, work for, render services or advice to, or devote any material endeavor or effort to, a person or an entity engaged in a business which is in competition with the business of Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities or (b) solicit Company’s or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities’ customers.

 17.           Entire Agreement; Amendment.     This Agreement contains all of the terms agreed upon between the Executive and the Company with respect to the subject matter hereof between the Executive and the Company with respect to the matters contemplated in this Agreement (except for any understandings or agreements reflected in a separate non-competition, confidentiality, invention or other similar agreement or agreements between the Company and the Executive). Without limiting the effect of the foregoing, the Executive agrees that this Agreement satisfies any rights he may have had under any prior understanding or agreement between the Executive and the Company with respect to the subject matters described therein. The Executive and the Company agree that no term, provision or condition of this Agreement shall be held to be altered, amended, changed or waived in any respect except as evidenced by written agreement of the Executive and the Company.

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 18.           Arbitration and Equitable Relief.

                            (a)        Except as provided in Section 17(d) of this Agreement, the Executive and the Company agree that to the extent permitted by law, any dispute or controversy arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction, performance, breach, or termination thereof will be resolved by arbitration to be held at a location within thirty (30) miles of the Company’s principal executive offices in California, in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association.   The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration.   Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

                            (b)        The arbitrator will apply Delaware law to the merits of any dispute or claim, without reference to rules of conflict of law. The Executive hereby expressly consents to the personal jurisdiction of the state and federal courts located in California for any action or proceeding arising from or relating to this Agreement and/or relating to any arbitration in which the parties are participants.

                            (c)        The Company will pay the direct costs and expenses of the arbitration. The Company and Executive each will separately pay its counsel fees and expenses; provided, however, the Company shall reimburse the Executive for his reasonable costs (including, without limitation, attorneys’ fees) incurred if the Executive succeeds on the merits with respect to a material breach of this Agreement at any such arbitration, including enforcing any judgment entered on an arbitrator’s decision.

                              (d)The Company may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary to enforce the provisions of any other employment, incentive, compensation, stock option or other similar arrangement, without breach of this Section 17 and without abridgement of the powers of the arbitrator.

                   (e)        Nothing contained in this Section 17 shall prevent the Executive and the Company from settling any dispute by mutual agreement at any time.

                               (f)         THE   EXECUTIVE   HAS    READ    AND   UNDERSTANDS    THIS SECTION 17, WHICH DISCUSSES ARBITRATION.   THE EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, THE EXECUTIVE AGREES TO THE EXTENT PERMITTED  BY  LAW,  TO  SUBMIT  ANY  FUTURE  CLAIMS  ARISING  OUT  OF, RELATING   TO,    OR   IN    CONNECTION    WITH   THIS    AGREEMENT,    OR   THE INTERPRETATION,   VALIDITY,   CONSTRUCTION,   PERFORMANCE,   BREACH,   OR

TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF THE EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL

ASPECTS OF THIS AGREEMENT.

17

 19.           Applicable Law.  The validity, interpretation and performance of this Agreement shall be construed and interpreted according to the laws of the United States of America and the State of Delaware.

 20.           Successors.

                 (a)        This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

                            (b)        This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

                            (c)        The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

            21.           Miscellaneous.

                           (a)         Unless otherwise specified, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.  This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

                            (b)        All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

18

 If to the Executive:

 Mark P. Stevenson

 [Address]

 If to the Company:

 Life Technologies Corporation

 5791 Van Allen Way

 Carlsbad, CA 92008

 (ATTN: General Counsel)

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

                            (c)           The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

                            (d)           The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

                              (e)           The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof in any particular instance shall not be deemed to be a waiver of such provision or any other provision thereof.

 IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and, pursuant to the authorization from its Board, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first written above.

               LIFE TECHNOLOGIES CORPORATION

/s/ Mark P. Stevenson     By: /s/ David Hoffmeister                         

                                                                                          Chief Financial Officer

19

Exhibit 1

Provisions to be Included in General Release Agreement

 1.            General Release

1.1        Executive   unconditionally,   irrevocably   and   absolutely   releases   and discharges Company, and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of Company, past and present, as well as Company’s   employees,   officers,   directors,   shareholders,   agents,   successors   and   assigns (collectively, “Released Parties”) from: all claims related in any way to the transactions or occurrences between them to date to the fullest extent permitted by law, including, but not limited to, Executive’s employment with Company, the termination of Executive’s employment with Company, and all other losses, liabilities, claims, charges, demands and causes of action, known and unknown, suspected and unsuspected, arising directly or indirectly out of or in any way connected with Executive’s employment with Company.   This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising under local, state and federal law, including, but not limited to, alleged violations of the federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), all claims for reprisal and retaliation under federal and state law; any claims for back pay, front pay, liquidated damages, compensatory and punitive damages, and injunctive relief; and all claims for attorneys’ fees, costs and expenses. However, this general release is not intended to bar or release any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity and any challenge to the validity of Employee’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement.

1.2        Executive acknowledges and agrees that Executive may discover facts or law different from, or in addition to, the facts or law that Executive knows or believes to be true with respect to the claims released in this Agreement and agree, nonetheless, that this Agreement and the releases contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.

1.3        Executive declares and represents that Executive intends this Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release of all claims, known and unknown, suspected and unsuspected and, regardless of the adequacy or inadequacy of the consideration, Executive intends the release herein to be final and complete. Executive executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law.

1.4        Executive waives Executive’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive, or on Executive’s behalf, related in any way to the matters released herein.

20

                           1.5         The general release and other provisions contained in this Section 1 (the “Release”) and the terms of Section 2 below shall become effective immediately upon execution of this Agreement by the parties; provided, however, that to the extent the Release and the terms of Section 2 relate to age discrimination under the ADEA they shall not be effective until the Effective Date of this Agreement, as described in Section 11.4 below.

 2.             [If applicable: California Civil Code Section 1542 Waiver.  Executive expressly acknowledges and agrees that Executive is waiving all rights under Section 1542 of the California Civil Code. That section provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.]

           3.             Representation Concerning Filing of Legal Actions. Executive represents that, as of the date of this Agreement, Executive has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company or the Released Parties in any court or with any governmental agency.  Executive further agrees that, to the fullest extent permitted by law, Executive will not prosecute, nor allow to be prosecuted on Executive’s behalf, in any administrative agency, whether state or federal, or in any court, whether state or federal, any claim or demand of any type related to the matters released above, it being the intention of Executive that with the execution of this release, the Company and the Released Parties will be absolutely, unconditionally and forever discharged of and from all obligations to or on behalf of Executive related in any way to the matters discharged herein.

            4.            Nondisparagement.  Executive agrees not to disparage, defame or make negative or critical statements, written or oral, regarding the personal or business reputation, technology, products, practices or conduct of Company or any of the other Released Parties.   In addition, except as required by law, Executive shall not, without the prior written approval of Company’s Board of Directors, make any statements regarding Company or the Released Parties that Executive knows, or reasonably should know, would lead to such statements being publicly disseminated in the media.

           5.             Confidentiality and Return of Company Property.

                           5.1         Confidential or Proprietary Information. Executive agrees that Executive will not use, remove from Company’s premises, make unauthorized copies of or disclose any confidential or proprietary information of Company or any of its parent and subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, including but not limited to, their trade secrets, copyrighted information, customer lists, any information encompassed in any research and development, reports, work in progress, drawings, software, computer files or models, designs, plans, proposals, marketing and sales programs, financial projections, and all concepts or ideas, materials or information related to the business or sales of Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities that has not previously been released to the public by an authorized representative of those companies or that has not otherwise become publicly known other than by reason of any violation by the Executive of this Agreement or any Confidentiality Agreement (as defined in Section 5.2, below).

21

                           5.2         Continuing Obligations.   Executive agrees that the Trade Secrets Policy, the Information and Technology Agreement, the Company’s Insider Trading Policy and the surviving provisions of the Change-in-Control Agreement, including but not limited to Section 15 on Nondisparagement and Nonsolicitation, that Executive executed in connection with Executive’s employment and any similar policies and agreements Executive entered into with predecessor or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities (collectively referred to as the “Confidentiality and Covenants Agreements”) shall remain in effect.   Executive agrees to continue to comply with the Confidentiality and Covenants Agreements.

                           5.3         Return of Company Property.    By signing this Agreement, Executive represents and warrants that Executive will have returned to Company on or before the Effective Date of this Agreement, all Company and any parent and subsidiary entity, affiliated company, partnership, divisions or other affiliated entity property, including all confidential and proprietary information, as described in the Confidentiality and Covenants Agreements, and all materials and documents containing trade secrets and copyrighted materials, including all copies and excerpts of the same and all digital or electronic files.

            6.            Cooperation.  Due to Executive’s former position with Company, Company may require Executive’s assistance and cooperation with respect to patents, administrative matters, litigation or government agencies or institutions.   Accordingly, Executive agrees that should Company request Executive’s assistance with respect to such matters, Executive will fully cooperate and assist Company in responding to and resolving such matters.   Company agrees (i) not to make unreasonable requests pursuant to this Section 6, (ii) to take into consideration and take reasonable steps to accommodate the requirements of Executive’s employment situation at the time, and (iii) to pay reasonable costs or expenses incurred by Executive in responding to such requests, including, without limitation, any travel or lodging costs or attorneys’ fees, as determined by Company in its discretion.

           7.             No Admissions.  By entering into this Agreement, the Released Parties make no admission that they have been engaged, or are now engaging, in any unlawful conduct.   The parties understand and acknowledge that this Agreement is not an admission of liability and shall not be used or construed as such in any legal, administrative or other similar proceeding.

           8.              No Other Severance Benefits.    Executive acknowledges and agrees that the severance payments and benefits provided pursuant to this Agreement between Executive and the Company is in lieu of any other severance benefits for which Executive may be eligible under any other agreement or Company severance plan or practice.

22

            9.             [If applicable: Indemnification; Insurance: ERISA; and Legal Process. Nothing in this Agreement is intended to or should be construed to contradict, modify or alter the terms and conditions of the Indemnification Agreement between the Executive and the Company, if applicable, any rights of Executive to indemnification under the By laws of the Company or applicable state law, any rights of Executive under any insurance policy of the Company, any rights of Executive under any plan of the Company adopted pursuant to the Employee Retirement Income Security Act (ERISA), or any rights of the Executive to enforce the terms of this Agreement or the Change-in-Control Agreement. Nothing in this Agreement is intended to or should be construed to preclude Executive from disclosing information required in response to a subpoena duly issued by a court of law or a government agency having jurisdiction or power to compel such disclosure, or from giving full, truthful and cooperative answers in response to a duly issued subpoena or as otherwise may be required by law.]

           10.           [Depending on Executive’s age at time of termination] Older Workers’ Benefit Protection Act.   This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). The following general provisions, along with the other provisions of this Agreement, are agreed to for this purpose:

                           10.1       Executive   acknowledges   and   agrees   that   Executive   has   read   and understands the terms of this Agreement.

                           10.2       Executive acknowledges that this Agreement advises Executive in writing that Executive should consult with an attorney before executing this Agreement, and that Executive has obtained and considered such legal counsel as Executive deems necessary, such that Executive is entering into this Agreement freely, knowingly, and voluntarily.

                           10.3       Executive acknowledges that Executive has been given at least twenty-one (21) days in which to consider whether or not to enter into this Agreement.    Executive understands that, at Executive’s option, Executive may elect not to use the full 21 day period.

                           10.4       Except as otherwise provided in Section 1.5 above, this Agreement shall not become effective or enforceable until the eighth day after Executive signs this Agreement. In other words, Executive may revoke Executive’s acceptance of all provisions of this Agreement, except for those rights and obligations that become effective upon execution of this Agreement as provided in Section 1.5 above, within seven (7) days after the date Executive signs it. Executive’s revocation must be in writing and received by Company’s Senior Vice President of Human Resources by 5:00 p.m. P.S.T. on the seventh day in order to be effective. If Executive does not revoke acceptance within the seven (7) day period, Executive’s acceptance of this entire Agreement shall become binding and enforceable on the eighth day (“Effective Date”).   The severance payments and benefits described in the Change-in-Control Agreement shall become due and payable on or after the eighth day after Executive signs this Agreement provided it has not been revoked, subject to the terms of the Change-in-Control Agreement.

                           10.5       This Agreement does not waive or release any rights or claims that Executive may have under the ADEA that arise after the execution of this Agreement.

           11.            Severability.    In the event any provision of this Agreement shall be found unenforceable by a court of competent jurisdiction, the provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefits contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

23

           12.            Applicable Law.  The validity, interpretation and performance of this Agreement shall be construed and interpreted according to the laws of the United States of America and the State of Delaware.

           13.            Binding on Successors. The parties agree that this Agreement shall be binding on, and inure to the benefit of, Executive’s or its successors, heirs and/or assigns.

           14.            Full Defense. This Agreement may be pled as a full and complete defense to, and may be used as a basis for an injunction against, any action, suit or other proceeding that may be prosecuted, instituted or attempted by Executive in breach of this Agreement. Each party agrees that in the event an action or proceeding is instituted in order to enforce the terms or provisions of this Agreement, the prevailing party shall be entitled to an award of reasonable costs and attorneys’ fees incurred in connection with enforcing this Agreement to the fullest extent permitted by law.

           15.            Good Faith. The parties agree to do all things necessary and to execute all further documents necessary and appropriate to carry out and effectuate the terms and purposes of this Agreement.

           16.           THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW AND SHALL BE EFFECTIVE AS TO SEPARATE PORTIONS HEREOF ON THE RESPECTIVE DATES SET FORTH ABOVE.

24

EX-10.60

Exhibit 10.60

AMENDMENT TO CHANGE-IN-CONTROL AGREEMENT

THIS AMENDMENT (the "Amendment") to the CHANGE-IN-CONTROL AGREEMENT by and between Life Technologies Corporation (the "company") and Mark P. Stevenson, an individual (the "Executive"), is made and entered into as of July 21, 2013 by and between the Company and the Executive.

WITNESSETH:

WHEREAS, the Company and the Executive are parties to a Change-in-Control Agreement, dated as of March 5, 2009, as amended on December 9, 2010, (the "Change-in-Control Agreement"); and

WHEREAS, the parties desire to amend the Change-in-Control Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment and in the Change-in-Control Agreement, the Company and the Executive agree as follows:

 1. Section 6(a)(ii)(x) of the Change-in-Control Agreement is hereby amended by replacing the words "Employment Period" with the words "Executive's employment with the Company".

 2. Section 6(d)(iii) of the Change-in-Control Agreement is hereby removed and replaced in its entirety with the following:

 "(iii) within 30 days following the Date of Termination, the Company shall pay the Executive a single lump sum cash payment in an amount equal to the product of (A) the remainder of 24 less the number of full and partial months, if any, that have elapsed from the date of a "Consummation Change in Control" through the Date of Termination (it being understood that, for the avoidance of doubt, if the Date of Termination occurs following the Effective Date, but prior to a Consummation Change in Control, such number shall in all events be 24) (such remainder, when expressed as a period of months commencing on the Date of Termination, the "Remaining Period") and (B) 229.56% of the sum of(x) the cost of the projected monthly premiums for group health, dental and vision insurance coverage under the Company's plans (the "Health Benefits"), based on the projected premium rates through the end of the Remaining Period applicable for continuation coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") determined, in all cases, as of the Date of Termination (1) based on the Company plans in which the Executive participates and the level of the Executive's Health Benefits coverage as of immediately preceding the Date of Termination or, if more favorable to the Executive, the level of the Executive's Health Benefits coverage as in effect at any time during the 90-day period immediately preceding the Effective Date and (2) assuming (a) initial premium rates equal to those in effect as of the Date of Termination and (b) to the extent applicable, an crease of four percent in the applicable premium rates at the beginning of each calendar year during the Remaining Period from those in effect as of the end of the previous calendar year, and (y) the cost to the Company determined based on the per employee monthly premium or allowance as in effect as of the Date of Termination (with any annual premium or allowance to be divided by twelve) to provide short- and long-term disability, group term life, Company paid voluntary life, accidental death and dismemberment and travel and


 IN WITNESS WHEREOF, the undersigned have signed this Agreement on the dates written below.

 Dated: July 21, 2013    Life Technologies Corporation

                                                              /s/ Gregory T. Lucier                          

                                                             Chairman & Chief Executive Officer

 Dated: July 21, 2013               /s/ Mark P. Stevenson                        

EX-21

Exhibit 21

THERMO FISHER SCIENFITIC INC.

Subsidiary List

NAME	STATE OR JURISDICTION OF INCORPORATION	PERCENT OF OWNERSHIP
Thermo Fisher Scientific Norway Holdings AS	Norway	100
Thermo Fisher Scientific Operating Company LLC	Delaware	100
Thermo Fisher Scientific Senior Financing LLC	Delaware	100
Thermo Fisher Scientific (DE) Holding S.a.r.l.	Luxembourg	100
Laboratory Management Systems, Inc.	Delaware	100
Thermo Fisher Scientific Peru S.A. [1% by Fisher Clinical Services (Peru) LLC]	Peru	99
Thermo Fisher Scientific Malaysia Sdn. Bhd.	Malaysia	100
Thermo Fisher Scientific (Barbados) Holding Ltd.	Barbados	100
Thermo Scientific Korea Ltd.	Korea	100
Fisher Clinical Logistics LLC	Delaware	100
Fisher Clinical Services (Suzhou) Co., Ltd.	China	100
Fisher Clinical Services Limited Liability Company [1% by Thermo Fisher Scientific Inc.]	Russia	99
Fisher Clinical Services Japan K.K.	Japan	100
Thermo Fisher Scientific Mexico City, S. de R.L. de C.V. [1% by Thermo Fisher Scientific (Mexico City) LLC]	Mexico	99
TFLP LLC	Delaware	100
Cohesive Technologies Inc.	Delaware	100
Cohesive Technologies (UK) Limited	England	100
Thermo Hypersil-Keystone LLC	Delaware	100
Fisher Worldwide Distribution SPV	Cayman Islands	100
Thermo Electron A/S	Denmark	100
TWX, LLC [22.5%  byThermo Scientific Portable Analytical Instruments Inc]	Massachusetts	77.5
Thermo Fisher GP LLC	Delaware	100
Thermo Fisher Scientific C.V. [1% by TFLP LLC]	Netherlands	99
Phadia GmbH	Germany	100
Oxoid Australia Pty. Limited [35.5% by Oxoid International Limited]	Australia	64.5
Thermo Dutch Holdings Limited Partnership [1% by Thermo Finland Holdings LLC]	England	99
Thermo Cayman Holdings Ltd. [33.33% by Thermo Cambridge Limited]	Cayman Islands	66.67
European Laboratory Holdings Limited	Ireland	100
Thermo Fisher Investments (Cayman) Ltd.	Cayman Islands	100
Thermo Suomi Holding B.V. [33.33%  by Life Sciences International Holdings BV]	Netherlands	66.67
Thermo Fisher (Finland Holdings 2) LLC	Delaware	100
Thermo Fisher (Finland Holdings) Limited Partnership [.5% by Thermo Fisher (Finland Holdings 2) LLC]	England	99.5
Thermo Fisher Scientific Oy	Finland	100
Thermo Fisher India Holding B.V. [6.13% by Thermo Fisher Scientific Inc., .68% by Thermo Gamma-Metrics LLC and 30.74% by Thermo Fisher Scientific (Ashville) LLC]	Netherlands	62.45

Thermo Fisher Scientific India Pvt Ltd [.0020 % by Thermo Fisher Scientific Inc., .0040 by Thermo Electron LED GmbH, 3.3864% by Phadia Holding AB, .0000% by Phadia AB, and 28.2166% by Dionex Corporation]	India	68.3909
Thermo Shandon Limited	England	100
Raymond A Lamb Limited	England	100
Thermo Electron Manufacturing Limited	England	100
Thermo Nicolet Limited	England	100
Thermo Elemental Limited	England	100
Thermo Finnigan Limited	England	100
Thermo Hypersil Ltd	England	100
G V Instruments Limited	England	100
GV Instruments Inc	Delaware	100
GV Instruments Canada Ltd.	Canada	100
JSC “Thermo Fisher Scientific”	Russia	100
Fisher Clinical Services Mexico, S. de R.L. de C.V. [1% by Fisher Clinical Services (Mexico) LLC]	Mexico	99
Fisher Clinical Services (Mexico) LLC	Delaware	100
D-finitive Technologies, Inc.	South Carolina	100
Thermo Fisher Scientific Middle East Holdings Inc.	Delaware	100
Thermo Scientific Portable Analytical Instruments Inc	Delaware	100
Thermo Fisher Germany B.V.	Netherlands	100
NovaWave Technologies, Inc.	California	100
Thermo Fisher Re Ltd. [20% by Thermo Fisher Insurance Holdings Inc.]	Bermuda	80
Thermo Finland Holdings LLC	Delaware	100

1

Pelican Acquisition Corporation	Delaware	100
Priority Air Holdings Corp	Delaware	100
Priority Air Express, LLC	Delaware	100
Priority Air Express UK Limited	England	100
Priority Air Express Pte. Ltd.	Singapore	100

PAX – DSI Acquisition LLC	Delaware	100
Distribution Solutions International, Inc.	Michigan	100

Thermo EGS Gauging, Inc.	Delaware	100
EGS Gauging Technical Services Company	Delaware	100
EGS Gauging Ltd.	England	100
EGS Gauging Pty Ltd	Australia	100
Thermo Asset Management Services Inc.	Delaware	100
Ionalytics Corporation	Canada	100
Thermo CRS Holdings Ltd.	Canada	100
Thermo CRS Ltd. [Series 1 Preferred Shares held by Oxoid Company, Diagnostix Ltd. and Thermo Fisher Scientific (Mississauga) Inc.]	Canada	100
Robocon Labor- und Industrieroboter Gesellschaft m.b.H	Austria	100
CRS Robotics France EURL [.04% by Thermo Electron Holdings SAS]	France	99.96
Thermo Fisher Scientific West Palm Holdings LLC	Delaware	100
Thermo Electron North America LLC	Delaware	100
picoSpin, LLC	Colorado	100
Loftus Furnace Company	Pennsylvania	100
NAPCO, Inc.	Connecticut	100
Fisher Clinical Services (Colombia) LLC	Delaware	100
Fisher Clinical Services Colombia S.A.S.	Colombia	100
Fisher Clinical Services (Peru) LLC	Delaware	100
Fisher Clinical Services Peru S.R.L [1% by Thermo Fisher Scientific Inc.]	Peru	99
Fisher Servicios Clinicos (Chile) LLC	Delaware	100

Fisher Servicios Clinicos Chile Ltda [1% by Thermo Fisher Scientific Inc.]	Chile	99
Staten Island Cogeneration Corporation	New York	100
Doe & Ingalls Investors, Inc.	Delaware	100
Doe & Ingalls Management, LLC [46%  by Thermo Fisher Scientific Inc.]	Delaware	54
Doe & Ingalls of California Operating LLC	North Carolina	100
Doe & Ingalls of Florida Operating LLC	Florida	100
Doe & Ingalls of Maryland Operating LLC	North Carolina	100
Doe & Ingalls of Massachusetts Operating LLC	North Carolina	100
Doe & Ingalls of North Carolina Operating LLC	North Carolina	100
Doe & Ingalls Properties II, LLC	North Carolina	100
Doe & Ingalls Properties, LLC	North Carolina	100
Thermo Electron Export Inc.	Barbados	100
Thermo Fisher Scientific (Mexico City) LLC	Delaware	100
Odyssey Luxembourg Holdings S.à r.l.	Luxembourg	100
Fisher Worldwide Gene Distribution SPV	Cayman Islands	100
Thermo Fisher Scientific Odyssey Holdings Limited	England	100
Odyssey Venture Corporation	Delaware	100
Odyssey Holdings Corporation	Delaware	100
One Lambda, Inc	California	100
Odyssey Luxembourg IP Holdings 1 S.à r.l.	Luxembourg	100
Odyssey Luxembourg IP Holdings 2 S.à r.l.	Luxembourg	100
Thermo Foundation, Inc.	Massachusetts	100
Thermo Fisher Financial Services Inc.	Delaware	100
Russell pH Limited	Scotland	100
Thermo Keytek LLC	Delaware	100
Thermedics Detection de Argentina S.A. [10% by Thermo Ramsey Inc.]	Argentina	90
Fisher Clinical Services Latin America S.R.L. [10% by Thermo Ramsey Inc.]	Argentina	90
Thermo Detection de Mexico, S.A. de C.V. [1% by Thermo Environmental Instruments Inc.]	Mexico	99
Thermo Fisher Scientific eCommerce Solutions, LLC	Delaware	100
Goring Kerr Detection Limited	England	100
Thermo Sentron Canada Inc. [10% by Thermo Fisher Scientific Inc.]	Canada	90
Thermo Ramsey S.A.	Spain	100
Thermo Ramsey Inc.	Massachusetts	100
Thermo Fisher Scientific Brasil Instrumentos de Processo Ltda. [.01% by Thermo Ramsey Inc.]	Brazil	99.99
Thermo Re, Ltd.	Bermuda	100
Thermo Electron (Proprietary) Limited	South Africa	100
Princeton Gamma-Tech Instruments LLC	Delaware	100
Comtest Limited	England	100
Thermo Electron Metallurgical Services, Inc.	Texas	100
ONIX Systems Inc.	Delaware	100
Thermo Process Instruments GP, LLC	Delaware	100

2

Thermo Process Instruments,  L.P. [0.10% by Thermo Process Instruments GP, LLC]	Texas	99.90
Thermo Measuretech Canada Inc.	Canada	100
Onix Holdings Limited	England	100
CAC Limited	England	100
Thermo Measurement Ltd	England	100
H.P.L.C. Technology Company Limited	England	100
Thermo Onix Limited	England	100

Thermo Electron Scientific Instruments LLC Delaware 100

Thermo Fisher Scientific Japan Holdings I B.V.	Netherlands	100
Fuji Partnership [17.8184% by Thermo Fisher Scientific Japan Holdings II B.V. and 10.1634 by Thermo Fisher Scientific Japan Holdings III B.V.]	Japan	72.0182
TK Partnership (aka Silent Partnership) [44.66% by Thermo Fisher Scientific K.K.]	Japan	55.34
Thermo Fisher Scientific (NK) LLC	Delaware	100
Thermo Fisher Eurobonds Ltd.	Cayman Islands	100
Thermo Fisher Scientific (Mississauga) Inc. [Thermo Finnigan LLC owns 100 Series A Preferred shares]	Canada	100
Life Sciences International Limited	England	100
Hybaid Limited	England	100
Equibio Limited	England	100
Thermo Optek Limited	England	100
Thermo Cambridge Limited	England	100
VG Systems Limited	England	100
Thermo Radiometrie Limited	England	100
Thermo Electron Limited	England	100
Thermo Electron Weighing & Inspection Limited	England	100
Thermo Sentron Limited	England	100
Thermo Allen Coding Limited	England	100
Thermo Electron (Management Services) Limited	England	100
Life Sciences International Holdings BV	Netherlands	100
Bioanalysis Labsystems, S.A. [10% by Thermo Fisher Scientific B.V.]	Spain	90
Life Sciences International (Poland) SP z O.O	Poland	100
Thermo Ramsey Italia S.r.l.	Italy	100
Comdata Services Limited	England	100
Helmet Securities Limited	England	100
Life Sciences International LLC	Delaware	100
Thermo Fisher Scientific (Asheville) LLC	Delaware	100
Thermo Neslab LLC	New Hampshire	100
Thermo Fisher Scientific Japan Holdings II B.V.	Netherlands	100
Lab-Line Instruments, Inc.	Delaware	100
Thermo Scientific Services, Inc.	California	100
Thermo Fisher Scientific (Fuji) LLC	Delaware	100
Jouan LLC	Delaware	100
Kendro Laboratory Products Pty., Ltd.	Australia	100
Thermo Kevex X-Ray Inc.	Delaware	100
Thermo Gamma-Metrics LLC	Delaware	100
ThermoSpectra Limited	England	100
Laser Analytical Systems, Inc.	California	100
Thermo Finnigan LLC	Delaware	100
TMOI Inc.	Delaware	100
Thermo Fisher Scientific (China) Holding Limited	England	100
Thermo Fisher Scientific (China-HK) Holding Limited	Hong Kong	100
Thermo Fisher Scientific (Shanghai) Instruments Co., Ltd.	China	100
Thermo Fisher Scientific (Suzhou) Instruments Co., Ltd	China	100
Thermo Fisher Scientific (China) Co., Ltd.	China	100
Thermo Fisher Scientific (Shanghai) Management Co., Ltd.	China	100
Thermo Fisher Scientific (Hong Kong) Limited	Hong Kong	100
Thermo Life Science International Trading (Tianjin) Co., Ltd.	China	100
Thermo Fisher Scientific SL	Spain	100
Thermo Fisher (Cayman) Holdings I Ltd.	Cayman Islands	100
Thermo Fisher (Gibraltar) Limited [50% by Thermo Fisher (Cayman) Holdings II Ltd.]	Gibraltar	50
Thermo Fisher (Gibraltar) II Limited	Gibraltar	100

Navaho Acquisition Corp.	Delaware	100
NanoDrop Technologies LLC	Delaware	100
Thermo Fisher (Cayman) Holdings II Ltd.	Cayman Islands	100
Thermo BioAnalysis LLC [5.1% by Life Sciences International Limited and 9.4% by Life Sciences International LLC]	Delaware	85.5
Thermo Fisher Scientific Senior Holdings Australia LLC	Delaware	100
Thermo LabSystems S.A.	Spain	100
Thermo Fisher German Holdings LLC	Delaware	100
Thermo Holding European Operations LLC	Delaware	100
Thermo DMA Inc.	Texas	100
Thermo Shandon Inc.	Pennsylvania	100
Thermo BioAnalysis Limited	England	100
Thermo Fast U.K. Limited	England	100
Thermo Projects Limited	England	100

3

Thermo LabSystems Inc.	Massachusetts	100
InnaPhase Limited	England	100
InnaPhase, Inc.	Canada	100
Thermo Environmental Instruments Inc.	California	100
27 Forge Parkway LLC	Delaware	100
Thermo Electron (Calgary) Limited	Canada	100
Thermo Orion Inc.	Massachusetts	100
Thermo Fisher Scientific Aquasensors LLC	Delaware	100
Thermo Electron Puerto Rico, Inc.	Puerto Rico	100
Thermo CIDTEC Inc.	New York	100
Thermo Power Corporation	Massachusetts	100
ACI Holdings Inc.	New York	100
Thermo Securities Corporation	Delaware	100
Thermo Instrument Controls de Mexico, S.A. de C.V. [2% by Thermo Fisher Scientific Inc.]	Mexico	98
Thermo Eberline LLC [49% by Thermo Fisher Scientific Inc.]	Delaware	51
ThermoLase LLC	Delaware	100
Trex Medical Corporation	Delaware	100
Fermentas Inc.	Maryland	100
TFS LLC	Massachusetts	100
Thermo Corporation	Delaware	100
Fisher Scientific GmbH	Germany	100
Fisher Scientific (Polska) Sp. z o.o.	Poland	100
Fisher Scientific Germany Beteiligungs GmbH	Germany	100
Fisher Scientific d.o.o.	Slovenia	100
Fisher Scientific, spol. S.r.o  [33% held privately]	Czech Republic	67
Fisher Scientific (Austria) GmbH	Austria	100
Thermo Fisher Scientific Germany BV & Co. KG [Thermo Fisher Germany B.V., general partner with 0% ownership]	Germany	100
Microgenics Corporation	Delaware	100
Consolidated Technologies, Inc.	Wisconsin	100
Microgenics Diagnostics Pty Limited	Australia	100
Remel Inc.	Wisconsin	100
Trek Diagnostic Systems LLC	Delaware	100
Trek Holding Company Ltd.	England	100
Trek Holding Company II Ltd.	England	100
Trek Diagnostic Systems Ltd.	England	100
Thermo Luxembourg Holding S.a.r.l.	Luxembourg	100
Thermo Fisher Scientific Biosciences Corp.	Canada	100
Oxoid Investments GmbH	Germany	100
B.R.A.H.M.S. GmbH [5.025% by Thermo Fisher Scientific Beteiligungsverwaltungs GmbH]	Germany	94.975

B.R.A.H.M.S. Biotech GmbH [6% by non-Thermo entity InVivo Biotech Services GmbH]	Germany	94
B.R.A.H.M.S. Austria GmbH	Austria	100
B.R.A.H.M.S. Italia s.r.l.	Italy	100
B.R.A.H.M.S. France S.A.S [23.75% by Microgenics GmbH and 5.72% by Thermo Electron SAS]	France	70.53
Cezanne S.A.S.	France	100
HENO GmbH i.L.	Germany	100
B.R.A.H.M.S. UK Ltd	England	100
B.R.A.H.M.S. Iberia S.L.	Spain	100
Thermo Fisher Scientific Biosciences GmbH	Germany	100
Fermentas Sweden AB	Sweden	100
Fermentas UK Limited	England	100
Thermo Fisher Scientific Chromatography Holdings S.à r.l. [1.28% by Thermo Fisher Scientific B.V.]	Luxembourg	98.72
Thermo Fisher Scientific B.V.B.A.	Belgium	100
Thermo Fisher Scientific Chromatography Holdings Aps	Denmark	100
Dionex Corporation	Delaware	100
Dionex Sweden AB	Sweden	100
Dionex Brasil Instrumentos Cientificos Ltda [.01 by Thermo Fisher Scientific Brasil Instrumentos de Processo Ltda.] [Missing Graphic Reference]	Brazil	99.99
Dionex I, LLC	Delaware	100
Dionex (Switzerland) AG	Switzerland	100
Dionex (Europe) Management AG	Switzerland	100
Dionex Canada Ltd.	Canada	100
Dionex Austria GmbH	Austria	100
Dionex Benelux B.V.	Netherlands	100
Dionex Holding GmbH	Germany	100
Dionex Softron GmbH	Germany	100
Dionex Singapore Pte Ltd.	Singapore	100
Thermo Fisher Scientific Korea Ltd.	Korea	100
Dionex S.A.	France	100
Dionex Ireland Limited	Ireland	100
Dionex (UK) Limited	England	100
Dionex S.p.A. [0.08% held privately]	Italy	99.92

4

Dionex Pty Ltd.	Australia	100
Dionex China Limited	Hong Kong	100
Dionex (China) Analytical Ltd	China	100
Thermo Fisher Scientific Taiwan Co., Ltd. [Missing Graphic Reference]	Taiwan	100
Dionex Denmark A/S	Denmark	100
Thermo Fisher Scientific Baltics UAB	Lithuania	100
Fermentas China Co., Ltd	China	100
Thermo TLH (UK) Limited	England	100
Thermo Fisher Scientific (Breda) Holding BV	Netherlands	100
Thermo Fisher Scientific B.V.	Netherlands	100
Thermo Optek S.A.	Spain	100
Thermo Fisher Scientific Finance Company BV	Netherlands	100
Thermo Quest S.A.	Spain	100
Thermo Luxembourg S.a.r.l.	Luxembourg	100
Thermo Fisher Scientific IT Services GmbH	Germany	100
Thermo Fisher Scientific GmbH	Germany	100
Thermo Fisher Scientific (Real Estate 1) S.a.r.l.	Luxembourg	100

Thermo Fisher Scientific Messtechnik  GmbH [10.04% by Thermo Fisher Scientific (Real Estate 1) GmbH & Co. KG]	Germany	89.96
Thermo Electron (Karlsruhe) GmbH  [10% by Thermo Fisher Scientific (Real Estate 1) GmbH & Co. KG]	Germany	90
Thermo Electron Pension Trust GmbH	Germany	100
Thermo Fisher Scientific (Real Estate 1) GmbH & Co. KG   [0% by Fisher Scientific Germany Beteiligungs GmbH as the Genera Partner]	Germany	100
Thermo Fisher Scientific (Bremen) GmbH  [10% by Thermo Fisher Scientific (Real Estate 1) GmbH & Co. KG]	Germany	90
La-Pha-Pack GmbH	Germany	100
Thermo Electron LED GmbH [10% by Thermo Fisher Scientific (Real Estate 1) GmbH & Co. KG]	Germany	90
Thermo Electron LED GmbH	Austria	100
Thermo TLH L.P. [0.01%  by Thermo TLH (U.K.) Limited]	Delaware	99.99
Gerhard Menzel B.V. & Co. KG [.01% by Thermo Fisher Germany B.V.]	Germany	99.99
Microm International GmbH	Germany	100
Oxoid Deutschland GmbH	Germany	100
Microgenics GmbH	Germany	100
ILS Laboratories Scandinavia, AB	Sweden	100
Advanced Scientifics International, Inc.	Pennsylvania	100
Advanced Scientifics, Inc.	Pennsylvania	100
Advanced Scientificos de Mexico, S. de R.L. de C.V. [50% by Advanced Scientifics International, Inc.]	Mexico	50
Barnstead Thermolyne LLC	Delaware	100
Thermo Fisher Scientific China Holdings I B.V.	Netherlands	100
Thermo Fisher Scientific China Holdings II B.V.	Netherlands	100
Thermo Fisher Scientific China Holdings III B.V.	Netherlands	100
Thermo Fisher China Business Trust [1% by Thermo Fisher Scientific China Holdings IV B.V.]	China	99
Thermo Fisher Scientific China Holdings IV B.V.	Netherlands	100
Fisher Scientific International LLC	Delaware	100
NERL Diagnostics LLC	Wisconsin	100
FHP LLC	Delaware	100
Alchematrix, Inc.	Delaware	100
Fisher Internet Minority Holdings L.L.C.	Delaware	100
Alchematrix LLC	Delaware	100
Apogent Technologies Inc.	Wisconsin	100
Apogent Holding Company	Delaware	100
Niton Asia Limited	Hong Kong	100
Matrix Technologies LLC	Delaware	100
Molecular BioProducts, Inc.	California	100
Intrinsic BioProbes, Inc.	Arizona	100
Labomex MBP, S. de R. L. De C.V. [.04% by Apogent Technologies Inc.]	Mexico	99.96
National Scientific Company	Wisconsin	100
Lab-Chrom-Pack LLC	New York	100
Robbins Scientific LLC	California	100
Apogent Transition Corp.	Delaware	100
Erie Scientific LLC	Delaware	100
Thermo Fisher Scientific Life Holdings II C.V. [10% by Fisher WWD Holding L.L.C., 0% by Fisher Scientific Worldwide Inc., and 0% by Apogent Technologies Inc.]	Netherlands	90
Thermo Fisher Scientific Life Investments GP LLC	Delaware	100

Thermo Fisher Scientific Life Investments C.V. [.01% by Thermo Fisher Scientific Life Investments GP LLC, 21.93% by Thermo Fisher Scientific Inc., 2.17% by Thermo BioAnalysis LLC, and 35.85% by Erie Scientific LLC ]	Netherlands	40.04
Thermo Fisher Scientific Luxembourg Sweden Holdings I S.à r.l	Luxembourg	100
Thermo Fisher Scientific Life Senior GP Holdings II LLC	Delaware	100
Thermo Fisher Scientific Life Senior GP Holdings LLC	Delaware	100
Thermo Fisher Scientific Life Senior Holdings II C.V. [7% by Thermo Fisher Scientific Life Senior GP Holdings II LLC and 17% by Thermo Fisher Scientific Luxembourg Sweden Holdings I S.à r.l]	Netherlands	76

5

TFSL Senior GP Holdings 2 LLC	Delaware	100
Thermo Fisher Scientific Life Senior Holdings C.V. [5.25% by TFSL Senior GP Holdings 2 LLC]	Netherlands	94.75
TFSL Financing GP LLC	Delaware	100
Thermo Fisher Scientific Life CV GP Holdings LLC	Delaware	100
Thermo Fisher Scientific Life Holdings I C.V. [6.41% by Thermo Fisher Scientific Life CV GP Holdings LLC]	Netherlands	93.59
Thermo Fisher Scientific Life Switzerland Holdings GP LLC	Delaware	100
Thermo Fisher Scientific Switzerland Holdings C.V. [27.80% by Thermo Fisher Scientific Life Holdings I C.V.]	Netherlands	72.20
Thermo Fisher Scientific Luxembourg Sweden Holdings II S.à r.l.	Luxembourg	100
SwissAnalytic Group GmbH	Switzerland	100
Thermo Fisher Scientific (Ecublens) SARL	Switzerland	100
Fisher Luxembourg Danish Holdings SARL	Luxembourg	100
Fisher Holdings ApS	Denmark	100
Apogent Denmark ApS	Denmark	100
Fisher BioImage ApS	Denmark	100
Nunc A/S	Denmark	100
Proxeon Biosystems A/S	Denmark	100
Thermo Fisher Scientific Europe GmbH	Switzerland	100
Thermo Fisher Scientific Holdings Europe Limited	England	100
Thermo Fisher Scientific SpA	Italy	100
Erie Electroverre S.A.	Switzerland	100
Thermo Fisher Scientific LED AG	Switzerland	100
Kendro Laboratory Products Ltd	England	100
Kendro Containment & Services Limited	England	100
Thermo Fisher Scientific (Johannesburg) (Proprietary) Limited	South Africa	100
Flux Instruments AG	Switzerland	100
Thermo Fisher Scientific (Schweiz) AG	Switzerland	100
Thermo Fisher Scientific Wissenschaftliche Geräte GmbH	Austria	100
Thermo Fisher Scientific (Praha) s.r.o.	Czech Republic	100
Thermo Fisher Scientific (Bratislava) s.r.o.	Slovak Republic	100
Thermo Fisher Scientific Life Technologies Investment I LLC	Delaware	100
Thermo Fisher Scientific Life Technologies Investment II LLC	Delaware	100
Thermo Fisher Scientific Life Technologies Investments Holding LP [.10% by Thermo Fisher Scientific Life Technologies Investment I LLC]	England	99.9
Thermo Fisher Scientific Life Financing (Cayman)	Cayman Islands	100

Thermo Fisher Scientific Life Technologies Investment UK II Limited	England	100
Thermo Fisher Scientific Life Holdings Limited	England	100
Life Technologies Limited	Scotland	100
Matrix MicroScience Ltd.	England	100
Thermo Electron Sweden Forvaltning AB [10.08% by Dionex Corporation]	Sweden	89.92
Spectra-Physics AB	Sweden	100
Spectra-Physics Holdings Limited	England	100
Thermo Fisher Scientific Japan Holdings III B.V.	Netherlands	100
Thermo Fisher Scientific K.K. [0% by TFS Breda B.V. –preferred shares]	Japan	100
Thermo Fisher Scientific Spectra-Physics Holdings Luxembourg II S.à r.l.	Luxembourg	100
Thermo MF Physics LLC	Delaware	100
Thermo Fisher Scientific Spectra-Physics Holdings Luxembourg I S.à r.l.	Luxembourg	100
Spectra-Physics Holdings USA, LLC	Delaware	100
Thermo Fisher Scientific Spectra-Physics Investments Malta Limited [1% by Spectra-Physics Holdings USA, LLC]	Malta	99
Saroph Sweden AB	Sweden	100
Thermo Electron Sweden AB	Sweden	100
Thermo Life Sciences AB	Sweden	100
Thermo Electron Australia Pty Limited	Australia	100
Thermo Fisher Scientific Australia Senior Holdings Pty Limited [.5% by Thermo Fisher Scientific Senior Holdings Australia LLC]	Australia	99.5
Thermo Informatics Asia Pacific Pty Ltd.	Australia	100
Thermo Trace Pty Ltd.	Australia	100
Thermo Optek (Australia) Pty Ltd.	Australia	100
Thermo Fisher Scientific Australia Pty Ltd	Australia	100
Lomb Scientific (Aust) Pty Limited	Australia	100
Ajax Finechem Pty Limited	Australia	100
Promedica Pty Limited	Australia	100
Technology Design Solutions Pty Ltd	Australia	100
App-Tek International Pty Ltd	Australia	100
EnviroEquip Pty Ltd	Australia	100
Thermo Fisher Scientific New Zealand Holdings	New Zealand	100
Thermo Fisher Scientific New Zealand Limited	New Zealand	100
Thermo Gamma-Metrics Holdings Pty Ltd.	Australia	100
Thermo Gamma-Metrics Pty Ltd	Australia	100
Intalysis Pty Ltd	Australia	100
Thermo Electron (Chile) S.A. [.20% held privately]	Chile	99.8
TFS Breda B.V. [.25 by Thermo Fisher Scientific C.V.]	Netherlands	99.75

6

Thermo Fisher Scientific Life Financing C.V. [38.65% by Thermo Fisher Scientific Life Holdings I C.V. and 0.00% by TFSL Financing GP LLC] Netherlands 61.35

Erie-Watala Glass Company Limited [42% held privately]	Hong Kong	58
Metavac LLC	Delaware	100
Abgene Inc.	Delaware	100
Apogent Finance Company	Delaware	100
Capitol Vial, Inc.	Alabama	100
Capitol Scientific Products, Inc.	New York	100
Chase Scientific Glass, Inc. [50%  by Apogent Holding Company]	Wisconsin	50
EP Scientific Products LLC	Delaware	100
Erie Scientific Company of Puerto Rico	Delaware	100
Erie Scientific Hungary Kft	Hungary	100
Erie UK Holding Company	Delaware	100
Erie LP Holding LLC	Delaware	100
Erie UK 1 Limited	England	100
Erie Finance Limited	England	100
Remel Europe Limited	England	100
Fisher Scientific Investments (Cayman), Ltd.	Cayman Islands	100
Erie U.K. Limited	England	100
Nalge Nunc International Corporation	Delaware	100
Thermo Fisher Scientific (Monterrey), S. De R.L. De C.V. [1% by Nalge Nunc International (Monterrey) LLC]	Mexico	99
236 Perinton Parkway, LLC	New York	100
ARG Services LLC	Delaware	100
Owl Separation Systems LLC	Wisconsin	100
Nalge Nunc International (Monterrey) LLC	Delaware	100
Erie UK Senior Holding Limited [1.01% by Erie LP Holding LLC]	England	98.99
LambTrack Limited	England	100
Erie UK 2 Limited	England	100
Thermo BioSciences Holdings LLC	Delaware	100
Pierce Biotechnology, Inc.	Delaware	100
Perbio Science, Inc.	Delaware	100
Pierce Milwaukee, Inc.	Delaware	100
Pierce Milwaukee Holding Corp.	Delaware	100
Thermo Fisher Scientific (Milwaukee) LLC [1% by Pierce Milwaukee, Inc.]	Delaware	99
Advanced Biotechnologies Limited	England	100
Abgene Limited	England	100
Apogent U.K. Limited	England	100
Matrix Technologies Corporation Limited	England	100
Nalge (Europe) Limited	England	100
Chromacol Limited	England	100
Epsom Glass Industries Limited	England	100
Ever Ready Thermometer Co., Inc.	Wisconsin	100
Fisher Asia Manufacturing Ventures Inc. [20% by non-Thermo entity]	British Virgin Islands	80
Fisher Laboratory Products Manufacturing (Shanghai) Co., Ltd	China	100
Richard -Allan Scientific Company	Wisconsin	100
Lab Vision Corporation	California	100
Lab Vision (UK) Limited [0.05% by Erie U.K. Limited]	England	99.95
Neomarkers, Inc.	California	100
Microm Laborgerate S.L.U	Spain	100
Samco Scientific LLC	Delaware	100
Samco Scientific (Monterrey) LLC	Delaware	100
Seradyn Inc.	Delaware	100

Applied Scientific Corporation	California	100
Cellomics, Inc.	Delaware	100
Fisher BioSciences Japan, KK	Japan	100
CTPS Company	Delaware	100
Clintrak Pharmaceutical Services, LLC	Delaware	100
Fisher Clinical Services (Bristol), LLC	Delaware	100
Clintrak Clinical Labeling Services, LLC	Delaware	100
Fisher Clinical Services GmbH	Germany	100
Cenduit GmbH [50% by Cenduit LLC]	Switzerland	50
Columbia Diagnostics, Inc.	Delaware	100
Drakeside Real Estate Holding Company LLC	Delaware	100
Duke Scientific Corporation	California	100
Fisher Clinical Services Inc.	Pennsylvania	100
Eutech Instruments Pte Ltd.	Singapore	100
Eutech Instruments Europe B.V.	Netherlands	100
Eutech Instruments Sdn Bhd	Malaysia	100
Thermo Fisher Scientific Brasil Serviços de Logística Ltda [.001% by Fisher BioServices Inc.]	Brazil	99.999
Fisher BioServices Inc.	Virginia	100

7

Southern Trials (Pty) Ltd.	South Africa	100
Schantz Road LLC	Pennsylvania	100
Specialty (SMI) Inc.	California	100
Fisher Germany Holdings GmbH	Germany	100
Fisher Hamilton China Inc.	Delaware	100
Fisher Manufacturing (Malaysia) Sdn Bhd	Malaysia	100
Fisher Scientific Brazil Inc.	Delaware	100
Systems Manufacturing Corporation	Delaware	100
Fisher Scientific Central America Inc.	Delaware	100
Fisher Scientific Chile Inc.	Delaware	100
Consultores Fisher Scientific Chile Ltd [50% by Fisher Scientific Worldwide Inc.]	Chile	50
Fisher Scientific Colombia Inc.	Delaware	100
Fisher Scientific Company L.L.C.	Delaware	100
Fisher Scientific Costa Rica Sociedad de Responsabilidad Limitada	Costa Rica	100
Thermo Fisher Scientific Brahms LLC	Delaware	100
Biochemical Sciences LLC	Delaware	100
Fisher Scientific de Mexico S.A.	Mexico	100
Medical Analysis Systems, Inc.	Delaware	100
Medical Analysis Systems International, Inc.	California	100
Medical Diagnostics Systems, Inc.	California	100
United Diagnostics, Inc.	Delaware	100
Fisher Scientific Latin America Inc.	Delaware	100
Fisher Scientific Mexico Inc.	Delaware	100
FS Mexicana Holdings LLC [.01% by Fisher Scientific Mexicana, S. de R.L. de C.V]	Delaware	99.99
Fisher Alder S. de R.L. de C.V. [.0020% by Fisher Scientific International LLC]	Mexico	99.998
Fisher Hamilton Mexico LLC	Delaware	100
Fisher Scientific Mexicana, S. de R.L. de C.V. [.01% by Fisher Scientific Worldwide Inc.]	Mexico	99.99
FS Casa Rocas Holdings LLC [1% by Fisher Mexico, S. de R.L. de C.V]	Delaware	99
Fisher Mexico, S. de R.L. de C.V.  [.0000269% FS Casa Rocas Holdings LLC]	Mexico	99.9999731
Fisher Scientific Middle East and Africa Inc.	Delaware	100
Fisher Scientific Operating Company	Delaware	100

Fisher Scientific Venezuela Inc.	Delaware	100
Fisher Scientific Worldwide (Shanghai) Co., Ltd.	China	100
FRC Holding Inc., V	Delaware	100
FS (Barbados) Capital Holdings Ltd.	Barbados	100
Golden West Indemnity Company Limited	Bermuda	100
Liberty Lane Real Estate Holding Company LLC	Delaware	100
New FS Holdings Inc.	Delaware	100
Hangar 215, Inc.	Delaware	100
Thermo Fisher Scientific Pte. Ltd.	Singapore	100
Union Lab Supplies Limited [50% by Fisher Scientific Worldwide Inc.]	Hong Kong	50
Fisher Scientific Worldwide Inc.	Delaware	100
Power Sweden Holdings III Aktiebolag	Sweden	100
FSIR Holdings (US) Inc. [1.265% by Fisher Clinical Services Inc.]	Delaware	98.735
Liberty Lane Investment LLC	Delaware	100
Fisher Scientific Holding Company LLC	Delaware	100
Fisher Scientific Holdings (M) Sdn Bhd	Malaysia	100
Bumi-Sans Sendirian Berhad	Malaysia	100
Fisher Scientific (M) Sdn Bhd	Malaysia	100
General Scientific Company Sdn Bhd (M)	Malaysia	100
Fisher Scientific Holdings (S) Pte Ltd	Singapore	100
Fisher Scientific Pte. Ltd. [16.57% by Fisher Scientific International LLC]	Singapore	83.43
Fisher Scientific (SEA) Pte. Ltd.	Singapore	100
Fisher Scientific Australia Pty Limited	Australia	100
FSIR Holdings (UK) Limited	England	100
FSWH Company LLC	Delaware	100
FSI Receivables Company LLC	Delaware	100
Fisher Bermuda Holdings Limited	Bermuda	100
Fisher Holdings Luxembourg SARL	Luxembourg	100
Fisher Scientific Worldwide Holdings I C.V. [12% by Fisher Scientific Worldwide Inc.]	Netherlands	88
FSWH International Holdings LLC	Delaware	100
Phadia International Holdings C.V. [10% by FSIR Holdings (US) Inc.]	Netherlands	90
Thermo Fisher Scientific Worldwide Investments (Cayman)	Cayman Islands	100
Thermo Fisher Scientific Investments (Sweden) S.a.r.l. [10% by Invitrogen Holdings Inc.]	Luxembourg	90
Thermo Fisher Scientific Investments Malta (Sweden Financing) Limited [.01% by Thermo Fisher Scientific Investments (Sweden) LLC]	Malta	99.99
Thermo Fisher Scientific Investments (Sweden) LLC	Delaware	100

8

Thermo Fisher Scientific Denmark Senior Holdings ApS	Denmark	100
FSII Sweden Holdings I AB	Sweden	100
Life Technologies Japan Ltd.	Japan	100
Life Technologies, Inc.	Canada	100
Life Technologies GmbH	Germany	100
Genomed GmbH	Germany	100
GeneArt AG	Germany	100
LTC Tech South Africa PTY Ltd.	South Africa	100
Power Sweden Holdings I AB	Sweden	100
FSII Sweden Holdings AB	Sweden	100
Power Sweden Holdings II AB	Sweden	100
Perbio Science AB	Sweden	100
Thermo Fisher Scientific Life Investments II S.à r.l.	Luxembourg	100

Thermo Fisher Scientific Life Investments US Financing II LLC [1% by Perbio Science Sweden Holdings AB]	Delaware	99
Thermo Fisher Scientific Life Investments IV S.a.r.l	Luxembourg	100
Thermo Fisher Scientific Life Investments Malta II Limited [.00625 % by Thermo Fisher Scientific Life Investments Malta Holding I LLC]	Malta	99.99375
Thermo Fisher Scientific Life Investments Malta Holding I LLC	Delaware	100
Thermo Fisher Scientific Investments (Luxembourg) S.a.r.l. [1% by FSII Sweden Holdings AB]	Luxembourg	99
Thermo Fisher Scientific Malta Holdings LLC	Delaware	100
Thermo Fisher Scientific Investments (Malta) Limited  [.04% by Thermo Fisher Scientific Malta Holdings LLC]	Malta	99.960
Hyclone AB	Sweden	100
Perbio Science Sweden Holdings AB	Sweden	100
Phadia Luxembourg Holdings S.a.r.l.	Luxembourg	100
Phadia Malta Holdings Limited [.05 by Perbio Science Sweden Holdings AB]	Malta	99.95
Fisher Scientific GTF AB	Sweden	100
Fisher Scientific Biotech Line ApS	Denmark	100
CB Diagnostics Holding AB	Sweden	100
CB Diagnostics AB	Sweden	100
Sweden DIA (Sweden) AB	Sweden	100
Phadia Sweden AB	Sweden	100
Phadia Holding AB	Sweden	100
Phadia Diagnosticos Ltda [1%  by Phadia AB]	Brazil	99
Beijing Phadia Diagnostics Co Ltd	China	100
Allergon AB	Sweden	100
Nanjing WeiKangLe Trading Industrial Co Ltd	China	100
Laboratory Specialties Proprietary Ltd.	South Africa	100
Phadia AB	Sweden	100
Phadia Real Property AB	Sweden	100
Phadia US Inc.	Delaware	100
Hyclone UK Limited	England	100
Perbio Science UK Limited	England	100
Perbio Science Invest AB	Sweden	100
Perbio Science Nederland B.V.	Netherlands	100
Perbio Science Projekt AB	Sweden	100
Perbio Science Switzerland SA [.3% held privately]	Switzerland	99.7
Thermo Fisher Scientific Life Investments I S.à r.l.	Luxembourg	100
Thermo Fisher Scientific Life Investments US Financing I LLC  [1% by FSIR Holdings (US) Inc.]	Delaware	99

Thermo Fisher Scientific Life Senior Holdings, Inc. [6.907% by Thermo Fisher Scientific Inc., 10.154% by Thermo Fisher Scientific Life Investments US Financing II LLC, 25.773% by Thermo Fisher Scientific Life Investments C.V., 10.309% by Thermo Fisher Scientific Norway Holdings AS, and 15.618% by Thermo Fisher Scientific Life Technologies Investment UK I Limited]	Delaware	31.237
Invitrogen Holdings Ltd.	Scotland	100
Invitrogen Europe Limited	Scotland	100
Life Technologies Corporation	Delaware	100
Thermo Fisher Scientific Life Technologies Israel Investment I Limited	England	100
Thermo Fisher Scientific Life Technologies Israel Investment II Limited	England	100
STC Biomanufacturing, Inc.	Illinois	100
HyClone International Trade (Tianjin) Co., Ltd	China	100
Invitrogen Argentina SA	Argentina	100
Invitrogen BioServices India PVT Ltd.	India	100
Invitrogen IP Holdings, Inc.	Delaware	100
Ion Torrent Systems, Inc.	Delaware	100
Molecular Probes, Inc.	Oregon	100
Acoustic Cytometry Systems, Inc.	Delaware	100
Matrix MicroScience Inc.	Colorado	100
Gold Cattle Standard Testing Labs, Inc.	Texas	100
Pinpoint Genomics, Inc.	Delaware	100
Westover Scientific, Inc.	Washington	100
Kettlebrook Insurance Co. ltd. [32.5% owned by Invitrogen Europe Limited]	Hawaii	67.5
Life Technologies Israel Ltd.	Israel	100

9

Invitrogen Finance Corp.	Delaware	100
CellzDirect, Inc.	Delaware	100
Applied Biosystems, LLC	Delaware	100
Ambion Inc.	Delaware	100
NewcoGen PE, LLC	Delaware	100
Applied Biosystems International Inc.	Delaware	100
BioTrove Corporation	Delaware	100
BioTrove International, Inc.	Delaware	100
Life Technologies Clinical Services Lab, Inc.	Delaware	100
Compendia Bioscience, Inc.	Michigan	100
AcroMetrix Corporation	California	100
AcroMetrix Europe B.V.	Netherlands	100
Invitrogen Holdings Inc.	Delaware	100
Thermo Fisher Scientific Life Technologies Luxembourg Holding LLC	Delaware	100
Thermo Fisher Scientific Luxembourg Life Technologies UK Holding S.à r.l	Luxembourg	100
Thermo Fisher Scientific Life Technologies Enterprise Holding Limited	England	100
Thermo Fisher Scientific Luxembourg Enterprise Holdings S.à r.l.	Luxembourg	100

Thermo Fisher Scientific Life Enterprises GP LLC	Delaware	100
Thermo Fisher Scientific Life Enterprises C.V. [.10 by Thermo Fisher Scientific Life Enterprises GP LLC]	Netherlands	99.9
Thermo Fisher Scientific Life International GP Holdings LLC	Delaware	100
Thermo Fisher Scientific Life International Holdings I C.V. [.10 by Thermo Fisher Scientific Life International GP Holdings LLC]	Netherlands	99.9
Thermo Fisher Scientific Life International Holdings II C.V. ***See footnote for subsidiaries [0%Thermo Fisher Scientific Life CV GP Holding II LLC and 1.22% by Thermo Fisher Scientific Life Investments IV S.a.r.l.]	Netherlands	98.78

Thermo Fisher Scientific Life CV GP Holdings II LLC	Delaware	100
Applied Biosystems B.V.	Netherlands	100
Life Technologies Australia PTY Ltd.	Australia	100
Life Technologies New Zealand Ltd.	New Zealand	100
Invitrogen Hong Kong Limited	Hong Kong	100
Life Technologies Limited [23.5% by Applied Biosystems BV]	Hong Kong	76.5

Life Technologies Holdings PTE Ltd.	Singapore	100
Life Technologies Magyarorszag Kft	Hungary	100
Life Technologies Czech Republic  s.r.o.	Czech Republic	100
Life Technologies Polska Sp z.o.o. [.08% by Invitrogen Holdings Inc.]	Poland	99.92
Life Technologies International B.V.	Netherlands	100
Life Technologies Europe B.V.	Netherlands	100
Prionics AG	Switzerland	100
Prionics Italia S.r.l.	Italy	100
Prionics Deutschland GmbH	Germany	100
Prionics USA Inc.	Delaware	100
Prionics Lelystad B.V.	Netherlands	100
Prionics France SAS	France	100
Prionics Asia Ltd.	Hong Kong	100
IDnostics AG [49% by non-thermo entity Xenogenetik Biotechnologie GmbH]	Switzerland	51%
Applied Biosystems Finance B.V.	Netherlands	100
Life Technologies SA	Spain	100
Stokes Bio Ltd.	Ireland	100
Life Technologies s.r.o [2.1% by Applied Biosystems BV]	Slovakia	97.9
Life Technologies AS	Norway	100
Dynal Biotech Beijing Ltd.	China	100
Nihon Dynal K.K. [40% by Veritas Corp. a Joint Venture]	Japan	60
Life Technologies SAS	France	100
Laboratoire Services International (LSI) SAS	France	100
BAC BV	Netherlands	100
BAC IP BV	Netherlands	100
Invitrogen Trading (Shanghai) Co., Ltd.	China	100
Life Technologies DaAn Diagnostic (Guangzhou) Co., Ltd.	China	100
Life Technologies Finance Ltd.	Scotland	100
Applied Biosysems Thailand Ltd.	Thailand	100
Applied Biosystems de Mexico S. de R.L. de C.V. [50% by Applied Biosystems, LLC]	Mexico	50
Life Technologies Korea LLC [20% by Applied Biosystems LLC]	South Korea	80
KDR Biotech Co ltd.	South Korea	100
Applied Biosystems Trading (Shanghai) Company Ltd.	China	100
Shanghai Life Technologies Biotechnology Co. Limited	China	100

10

Applied Biosystems Taiwan LLC	Delaware	100
Life Technologies Co., Ltd. [42.6% by Applied Biosystems BV]	Taiwan	57.4
Life Technologies Brasil Comercio e Industria de Produtos para Biotecnologia Ltda	Brazil	100
Life Technologies Chile SpA	Chile	100
PE AG	Switzerland	100
ZAO PE Biosystems	Russia	100
Thermo Fisher Scientific Life Investments III S.a.r.l. [1% by Thermo Fisher Scientific Life Investments I S.à r.l.]	Luxembourg	99
Thermo Fisher Scientific Life Investments Malta I Limited [.00625 % by Thermo Fisher Scientific Life Investments Malta Holding II LLC]	Malta	99.99375
Thermo Fisher Scientific Life Investments Malta Holding II LLC	Delaware	100
Fisher Scientific Holding HK Limited [.01% by Fisher Scientific Holding Company LLC]	Hong Kong	99.99
Fisher Scientific (Hong Kong) Limited [.022 Fisher Scientific Holding Company LLC]	Hong Kong	99.978
FSWH II C.V. [.0328% by Fisher WWD Holding L.L.C. and 1.4695%  by Fisher Clinical Services Inc.]	Netherlands	98.4977
Thermo Fisher Senior Canada Holdings LLC	Delaware	100
Thermo Fisher Insurance Holdings Inc.	Delaware	100
Thermo Fisher Insurance Holdings LLC [45.62% by Thermo Fisher Re Ltd.]	Delaware	54.38
Thermo Scientific Microbiology Sdn Bhd	Malaysia	100
Thermo Scientific Microbiology Pte Ltd.	Singapore	100
Perbio Science BVBA	Belgium	100
Fisher Canada Holding ULC 1	Canada	100
Fisher Canada Holding ULC 2	Canada	100
Fisher CLP Holding Limited Partnership [1.6% by Fisher Canada Holding ULC 2]	Canada	98.4
Thermo Fisher Scientific Beteiligungsverwaltungs GmbH	Germany	100
Phadia ApS	Denmark	100
Phadia S.r.l.	Italy	100
Phadia s.r.o. [1% by Phadia AB]	Czech Republic	99
Phadia B.V.	Netherlands	100
Phadia AS	Norway	100
Phadia Korea Co.,  Ltd.	Korea	100
Phadia Taiwan Inc.	Taiwan	100
Phadia AG	Switzerland	100
Phadia Ltd.	England	100
Phadia K.K.	Japan	100
Phadia Austria GmbH	Austria	100
Phadia N.V. [.0016% by Phadia Ltd]	Belgium	99.9984
Phadia Sociedad Unipessoal Lda	Portugal	100
Phadia Spain S.L.	Spain	100
Phadia Oy	Finland	100
Phadia SAS	France	100
Fiberlite Centrifuge LLC	Delaware	100
Fisher Canada Limited Partnership [1.14% by Fisher Canada Holding ULC 2]	Canada	98.86
Fisher Scientific Company	Canada	100
Thermo Fisher International Holdings LLC	Delaware	100

Fisher (Barbados) Holding SRL	Barbados	100
Diagnostix Ltd.	Canada	100
Fisher Scientific Oxoid Holdings Ltd.	England	100
Oxoid Company	Canada	100
Fisher Scientific Luxembourg S.a.r.l.	Luxembourg	100
Perbio Science International Netherlands B.V.	Netherlands	100
Perbio Science (Canada) Company	Canada	100
Fisher Scientific UK Holding Company Limited	England	100
Fisher Scientific Oy	Finland	100
Fisher Scientific Norway AS	Norway	100
Fisher Scientific A/S	Norway	100
Doublecape Holding Limited	England	100
I.Q. (BIO) Limited	England	100
Oxoid (ELY) Limited	England	100
Doublecape Limited	England	100
Fisher Scientific Ireland Limited	Ireland	100
Fisher Scientific Holding U.K., Limited	England	100
Fisher Scientific U.K., Limited	England	100
Orme Scientific Limited	England	100
FSUK Holdings Limited	England	100
Sterilin Limited	England	100
Fisher Scientific UK Holding Company 2	England	100
Fisher Clinical Services U.K. Limited	England	100
Fisher Clinical Services Pte Ltd.	Singapore	100
Fisher Clinical Services (Beijing) Co., Ltd.	China	100

11

Fisher Scientific Europe Holdings B.V.	Netherlands	100
Fisher Scientific The Hague IV B.V.	Netherlands	100
Acros Organics B.V.B.A. [.0001% by Fisher Scientific The Hague II B.V. and .0206% by Fisher Chimica BVBA]	Belgium	99.9794
Fisher Scientific AG [17.55% by Fisher Scientific S.A.S.]	Switzerland	82.45
Ecochem N.V. [.33% by Fisher Chimica BVBA]	Belgium	99.67
Fisher Chimica BVBA [.01% by Fisher Scientific The Hague II B.V.]	Belgium	99.99
Fisher Scientific The Hague V B.V.	Netherlands	100
Fisher Scientific Ireland Holding [1% by Fisher Scientific Europe Holdings B.V.]	Ireland	99
Fisher Clinical Services GmbH	Switzerland	100
Fisher BioPharma Services (India) Private Limited [.315% by Fisher Clinical Services U.K. Limited]	India	99.685
Fisher Scientific Ireland Investments [.10% by Fisher Scientific Europe Holdings B.V.]	Ireland	99.90
Fisher Scientific The Hague III B.V.	Netherlands	100
Fisher Scientific of the Netherlands B.V.	Netherlands	100
Fisher Emergo B.V.	Netherlands	100
Labo-Tech B.V.	Netherlands	100
Fisher Scientific The Hague II B.V.	Netherlands	100
Fisher Scientific The Hague I B.V.	Netherlands	100
Fisher Scientific Jersey Island Limited	Jersey	100
Fisher Maybridge Holdings Limited	England	100
Maybridge Chemical Holdings Limited	England	100
Maybridge Limited	England	100
Maybridge Chemical Company Limited	England	100

Fisher Bioblock Holding II SNC [.99% by Fisher Scientific The Hague II BV]	France	99.01
Thermo Electron Holdings SAS [22.12% by Fisher Canada Limited Partnership]	France	77.88
Thermo Electron SAS	France	100
Thermo Electron LED S.A.S.	France	100
Jouan Limited	England	100
Thermo Electron Industries	France	100
S.C.I. du 10 rue Dugay Trouin [2% by Thermo Electron Industries]	France	98
Thermo Fisher Scientific Milano Srl [.05% by Thermo Electron Industries]	Italy	99.95
Jouan Robotics SAS	France	100
Perbio Science France SAS	France	100
Fisher Scientific S.A.S.	France	100
Avantec Sarl	France	100
Fisher Scientific SPRL                                                                                               [.1% by Fisher Bioblock Holding  II SNC]	Belgium	99.90
Novodirect GmbH	Germany	100
SCI Inno 92 [.00004%  held privately]	France	99.9996
Fisher Scientific, SL	Spain	100
Fisher Scientific, Unipessoal, Lda.	Portugal	100
Afora, S.A.U.	Spain	100
Bonsai Tecnologies - Sistemas para Biotecnología e Industria, Unipessoal Lda	Portugal	100
Oxoid Holding SAS	France	100
Oxoid SAS	France	100
Oxoid Senior Holdings Limited	England	100
Oxoid UKH LLC [0% by Oxoid Senior Holdings Limited]	Delaware	100
Oxoid 2000 Limited	England	100
Oxoid Holdings Limited	England	100
Oxoid International Limited	England	100
OXOID CZ s.r.o. [1% by Oxoid Limited]	Czech Republic	99
Oxoid A/S	Denmark	100
Oxoid AS	Norway	100
Oxoid AB	Sweden	100
Oxoid AG	Switzerland	100
Oxoid Brazil LTDA (.01% by Oxoid Limited)	Brazil	99.99
Oxoid BV	Netherlands	100
Oxoid Inc.	Delaware	100
Oxoid New Zealand Limited	New Zealand	100
Oxoid N.V. [.01% by Oxoid Limited]	Belgium	99.99
Oxoid SA	Spain	100
Oxoid S.p.A	Italy	100
Oxoid Limited	England	100
G & M Procter Limited	Scotland	100
Oxoid Limited	Ireland	100
Oxoid Pension Trustees Limited	England	100

12

Fisher Scientific Japan, Ltd.	Japan	100
Fisher Scientific Korea Ltd	Korea	100
Fisher WWD Holding L.L.C.	Delaware	100

Kyle Jordan Investments LLC	Delaware	100
Pacific Rim Far East Industries LLC	Delaware	100
Pacific Rim Investment, LLC	Delaware	100
Marketbase International Limited	Hong Kong	100
Thermo-Fisher Biochemical Product (Beijing) Co.,Ltd.	China	100
Thermo Fisher Scientific HR Services Mexico, S. de R.L. de C.V. [1% by Fisher Clinical Services (Mexico) LLC]	Mexico	99

***SUBSIDIARIES OF Thermo Fisher Scientific Life International Holdings II C.V.

Thermo Fisher Scientific Life NL Holdings GP LLC	Delaware	100
Thermo Fisher Scientific Life Netherlands Holding C.V. [10% by Thermo Fisher Scientific Life NL Holdings GP LLC]	Netherlands	90
Thermo Fisher Scientific Life Technologies Investment UK I Limited	England	100
Thermo Fisher Scientific Holdings (Cayman) I [49.47% by Thermo Fisher Scientific Life Technologies Investment I LLC]	Cayman Islands	50.53
Thermo Fisher Scientific Holdings (Cayman) II	Cayman Islands	100
Thermo Fisher Scientific Cayman Investments LLC	Delaware	100

13

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-187080) and Form S-8 (No. 33-51189, 33-54347, 333-127246, 333-138577, 333-146068, 333-148334, 333-152344, 333-161939 and 333-188846) of Thermo Fisher Scientific Inc. of our report dated February 26, 2015 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 26, 2015

EX-31.1

Exhibit 31.1

THERMO FISHER SCIENTIFIC INC.

CERTIFICATION REQUIRED BY EXCHANGE ACT RULES 13a-14(a) and 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Marc N. Casper, certify that:

1.  I have reviewed this Annual Report on Form 10-K of Thermo Fisher Scientific Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 26, 2015

/s/ Marc N. Casper

Marc N. Casper

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

THERMO FISHER SCIENTIFIC INC.

CERTIFICATION REQUIRED BY EXCHANGE ACT RULES 13a-14(a) and 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter M. Wilver, certify that:

1.  I have reviewed this Annual Report on Form 10-K of Thermo Fisher Scientific Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 26, 2015

/s/ Peter M. Wilver                                                                   

Peter M. Wilver

Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

THERMO FISHER SCIENTIFIC INC.

CERTIFICATION REQUIRED BY EXCHANGE ACT RULES 13a-14(b) and 15d-14(b),

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Thermo Fisher Scientific Inc. (the “Company”) for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Marc N. Casper, President and Chief Executive Officer of the Company, hereby certifies, pursuant to Securities Exchange Act of 1934 Rules 13a-14(b) and 15d-14(b), that:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  February 26, 2015

/s/ Marc N. Casper

Marc N. Casper

President and Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Thermo Fisher Scientific Inc. and will be retained by Thermo Fisher Scientific Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

THERMO FISHER SCIENTIFIC INC.

CERTIFICATION REQUIRED BY EXCHANGE ACT RULES 13a-14(b) and 15d-14(b),

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Thermo Fisher Scientific Inc. (the “Company”) for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Peter M. Wilver, Senior Vice President and Chief Financial Officer of the Company, hereby certifies, pursuant to Securities Exchange Act of 1934 Rules 13a-14(b) and 15d-14(b), that:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  February 26, 2015

/s/ Peter M. Wilver                                                                                      

Peter M. Wilver

Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Thermo Fisher Scientific Inc. and will be retained by Thermo Fisher Scientific Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2014

Earnings per Share

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

(In millions except per share amounts)		2014		2013		2012
Income from Continuing Operations		$	1,895.5	$	1,279.1	$	1,258.4
Loss from Discontinued Operations			(1.1)		(0.7)		(19.2)
Loss on Disposal of Discontinued Operations, Net			—		(5.1)		(61.3)
Net Income		$	1,894.4	$	1,273.3	$	1,177.9
Basic Weighted Average Shares			398.2		360.3		363.8
Plus Effect of:
	Equity forward arrangement		0.2		1.8		—
	Stock options and restricted units		3.9		3.7		2.8
Diluted Weighted Average Shares			402.3		365.8		366.6
Basic Earnings per Share:
	Continuing operations	$	4.76	$	3.55	$	3.46
	Discontinued operations		—		(.02)		(.22)
		$	4.76	$	3.53	$	3.24
Diluted Earnings per Share:
	Continuing operations	$	4.71	$	3.50	$	3.43
	Discontinued operations		—		(.02)		(.22)
		$	4.71	$	3.48	$	3.21

XML

Goodwill (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Goodwill [Roll Forward]
Beginning balance	$ 12,503.3	$ 12,474.5
Acquisitions	7,179.5
Finalization of purchase price allocations for prior year acquisitions		0.4
Sale of business	(342.1)
Currency translation	(497.1)	32.5
Other	(1.0)	(4.1)
Ending balance	18,842.6	12,503.3
Life Sciences Solutions [Member]
Goodwill [Roll Forward]
Beginning balance	292.4	285.5
Acquisitions	7,179.5
Finalization of purchase price allocations for prior year acquisitions		0
Sale of business	(122.0)
Currency translation	(105.0)	6.9
Other	0.4	0
Ending balance	7,245.3	292.4
Analytical Instruments [Member]
Goodwill [Roll Forward]
Beginning balance	2,761.4	2,759.0
Acquisitions	0
Finalization of purchase price allocations for prior year acquisitions		(0.1)
Sale of business	0
Currency translation	(31.0)	3.7
Other	(0.6)	(1.2)
Ending balance	2,729.8	2,761.4
Specialty Diagnostics [Member]
Goodwill [Roll Forward]
Beginning balance	4,258.1	4,229.2
Acquisitions	0
Finalization of purchase price allocations for prior year acquisitions		0.5
Sale of business	(13.6)
Currency translation	(347.2)	28.3
Other	2.3	0.1
Ending balance	3,899.6	4,258.1
Laboratory Products and Services [Member]
Goodwill [Roll Forward]
Beginning balance	5,191.4	5,200.8
Acquisitions	0
Finalization of purchase price allocations for prior year acquisitions		0
Sale of business	(206.5)
Currency translation	(13.9)	(6.4)
Other	(3.1)	(3.0)
Ending balance	$ 4,967.9	$ 5,191.4

XML

Additional Accounting Policy and Balance Sheet Disclosures (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Advertising [Abstract]
Advertising Expense	$ 47.7	$ 33.2	$ 39.5
Direct-response Advertising Costs, Expected Period of Benefit	generally one to three years
Asset Retirement Obligation [Abstract]
Asset Retirement Obligation	39.0	28.2
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional Amount Of Derivatives	3,740.0	2,030.0
Foreign Currency Transaction Gain (Loss) [Abstract]
Foreign Currency Transaction Gain (Loss), before Tax	33.0	(16.6)	(11.0)
Investments [Abstract]
Available-for-sale Securities	8.7	14.3
Available-for-Sale Investments, Maximum Ownership Percentage	20.00%
Cost Method Investments	38.5	13.7
Minimum [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage	20.00%
Maximum [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage	50.00%
Joint Ventures [Member]
Related Party Transaction [Line Items]
Purchases of Products for Resale from Joint Venture	46.2	46.6	48.3
Joint Ventures [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage	49.00%
Joint Ventures [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage	50.00%
Derivatives Designated as Cash Flow Hedges [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional Amount Of Derivatives	$ 0

XML

Pensions Benefit Obligation in Excess of Assets (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Pension Plans with Projected Benefit Obligations in Excess of Plan Assets [Abstract]
Projected benefit obligation	$ 1,820.2	$ 988.3
Fair value of plan assets	1,265.3	700.6
Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract]
Accumulated benefit obligation	1,738.0	949.8
Fair value of plan assets	$ 1,265.3	$ 697.7
Defined Benefit Plan, Measurement Date	December 31

XML

Completed Acquisitions Purchase Price (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			0 Months Ended		1 Months Ended	12 Months Ended	1 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Feb. 03, 2014		Sep. 29, 2012	Dec. 31, 2011	May 31, 2012
Purchase Price
Cash Paid	$ 13,534.6		$ 1,086.6
Debt Assumed	2,279.5
Fair Value of Contingent Consideration			19.9
Cash acquired	(474.5)		(1.3)
Total Purchase Price	15,339.6		1,105.2
Net Assets Acquired
Current assets	1,774.0		134.2
Property, plant and equipment	749.2		41.9
Goodwill	7,179.5		370.6
Other assets	246.8		0.5
Liabilities assumed	(3,809.8)		(65.5)
Total Purchase Price	15,339.6		1,105.2
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life (in years)	14 years		13 years
Other Information
Purchase Price Paid	13,060.1	11.4	1,083.4
Purchase Price Paid For Acquisitions Completed In A Prior Year	13	40	6
In-process Research and Development [Member]
Net Assets Acquired
Indefinite-lived intangible assets	58.4
Customer Relationships [Member]
Net Assets Acquired
Definite-lived intangible assets	5,890.0		402.0
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life (in years)	16 years		13 years
Product Technology [Member]
Net Assets Acquired
Definite-lived intangible assets	2,632.4		187.5
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life (in years)	11 years		11 years
Tradenames and other [Member]
Net Assets Acquired
Definite-lived intangible assets	619.1		34.0
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life (in years)	9 years		13 years
Life Technologies Corporation [Member]
Purchase Price
Cash Paid				13,487.3
Debt Assumed				2,279.5
Cash acquired				(463.0)
Total Purchase Price				15,303.8
Net Assets Acquired
Current assets				1,755.5
Property, plant and equipment				748.1
Goodwill				7,167.0
Other assets				246.7
Liabilities assumed				(3,800.9)
Total Purchase Price				15,303.8
Other Information
Revenue Reported by Acquired Entity		3,870
Goodwill, Expected Tax Deductible Amount				0	[1]
Life Technologies Corporation [Member] | In-process Research and Development [Member]
Net Assets Acquired
Indefinite-lived intangible assets				58.4
Life Technologies Corporation [Member] | Customer Relationships [Member]
Net Assets Acquired
Definite-lived intangible assets				5,883.0
Life Technologies Corporation [Member] | Product Technology [Member]
Net Assets Acquired
Definite-lived intangible assets				2,626.9
Life Technologies Corporation [Member] | Tradenames and other [Member]
Net Assets Acquired
Definite-lived intangible assets				619.1
One Lambda [Member]
Purchase Price
Cash Paid						886.3
Fair Value of Contingent Consideration						13.1
Cash acquired						(1.3)
Total Purchase Price						898.1
Net Assets Acquired
Current assets						110.2
Property, plant and equipment						30.2
Goodwill						274.0
Liabilities assumed						(36.7)
Total Purchase Price						898.1
Other Information
Purchase Price Paid						885.0
Contingent Consideration, Change in Liability Recognized During the Period		12
Contingent Consideration Paid		25
Revenue Reported by Acquired Entity							182
Goodwill, Expected Tax Deductible Amount						274.0
One Lambda [Member] | Customer Relationships [Member]
Net Assets Acquired
Definite-lived intangible assets						330.7
One Lambda [Member] | Product Technology [Member]
Net Assets Acquired
Definite-lived intangible assets						172.5
One Lambda [Member] | Tradenames and other [Member]
Net Assets Acquired
Definite-lived intangible assets						17.2
Doe & Ingalls [Member]
Purchase Price
Cash Paid								174.9
Fair Value of Contingent Consideration								1.5
Total Purchase Price								176.4
Net Assets Acquired
Current assets								21.9
Property, plant and equipment								11.6
Goodwill								81.1
Other assets								0.5
Liabilities assumed								(24.7)
Total Purchase Price								176.4
Other Information
Purchase Price Paid								175.0
Revenue Reported by Acquired Entity							110
Goodwill, Expected Tax Deductible Amount								53.0
Doe & Ingalls [Member] | Customer Relationships [Member]
Net Assets Acquired
Definite-lived intangible assets								68.1
Doe & Ingalls [Member] | Product Technology [Member]
Net Assets Acquired
Definite-lived intangible assets								1.1
Doe & Ingalls [Member] | Tradenames and other [Member]
Net Assets Acquired
Definite-lived intangible assets								16.8
Other Acquisitions [Member]
Purchase Price
Cash Paid	47.3		25.4
Fair Value of Contingent Consideration			5.3
Cash acquired	(11.5)
Total Purchase Price	35.8		30.7
Net Assets Acquired
Current assets	18.5		2.1
Property, plant and equipment	1.1		0.1
Goodwill	12.5		15.5
Other assets	0.1
Liabilities assumed	(8.9)		(4.1)
Total Purchase Price	35.8		30.7
Other Information
Purchase Price Paid			25.0
Contingent Consideration, Potential Cash Payment			15
Other Acquisitions [Member] | In-process Research and Development [Member]
Net Assets Acquired
Indefinite-lived intangible assets	0
Other Acquisitions [Member] | Customer Relationships [Member]
Net Assets Acquired
Definite-lived intangible assets	7.0		3.2
Other Acquisitions [Member] | Product Technology [Member]
Net Assets Acquired
Definite-lived intangible assets	5.5		13.9
Other Acquisitions [Member] | Tradenames and other [Member]
Net Assets Acquired
Definite-lived intangible assets	$ 0		$ 0

[1] Substantially none of the goodwill is tax deductible

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Income Taxes - Unrecognized Tax Benefits (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Reconciliation Of Unrecognized Tax Benefits [Roll Forward]
Balance at beginning of year	$ 134.2	$ 164.8	$ 120.3
Additions due to acquisitions	54.3
Additions for tax positions of current year	35.3	12.6	20.5
Additions for tax positions of prior years	38.3	15.6	31.8
Closure of tax years		(7.2)	(7.8)
Settlements	(48.0)	(51.6)
Balance at end of year	214.1	134.2	164.8
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	15.5	14.1
Current Liability [Member]
Reconciliation Of Unrecognized Tax Benefits [Roll Forward]
Balance at end of year	7.0
Federal [Member] | Tax Years 2008 and 2009 [Member]
Reconciliation Of Unrecognized Tax Benefits [Roll Forward]
Settlements		(8.9)
Federal [Member] | Tax Years 2001 and 2003 [Member]
Reconciliation Of Unrecognized Tax Benefits [Roll Forward]
Settlements		(21.0)
Federal [Member] | Tax Years 2010 and 2011 [Member]
Reconciliation Of Unrecognized Tax Benefits [Roll Forward]
Settlements	(48.0)
Sweden
Reconciliation Of Unrecognized Tax Benefits [Roll Forward]
Settlements		(21.1)
Portion of Settlement that Reduced Income Tax Expense		$ 16.9

XML

Unaudited Quarterly Information (Tables)

12 Months Ended

Dec. 31, 2014

Unaudited Quarterly Information [Abstract]

Schedule of Quarterly Financial Information [Table Text Block]

		2014
(In millions except per share amounts)		First (a)		Second (b)		Third (c)		Fourth (d)
Revenues		$	3,903.5	$	4,321.9	$	4,171.4	$	4,492.8
Gross Profit			1,620.0		1,846.5		1,933.6		2,091.9
Income from Continuing Operations			543.1		278.5		469.9		604.0
Net Income			543.1		278.5		471.6		601.2
Earnings per Share from Continuing Operations:
	Basic		1.38		.70		1.17		1.51
	Diluted		1.36		.69		1.16		1.49
Earnings per Share:
	Basic		1.38		.70		1.18		1.50
	Diluted		1.36		.69		1.17		1.49
Cash Dividend Declared per Common Share			.15		.15		.15		.15
Amounts reflect aggregate restructuring and other items, net, and non-operating items, net, as follows:
(a) Income of $330.9 million.
(b) Costs of $231.9 million.
(c) Income of $88.2 million and after-tax gain of $1.7 million related to the company's discontinued operations.
(d) Costs of $47.3 million and after-tax loss of $2.8 million related to the company's discontinued operations.

		2013
(In millions except per share amounts)		First (a)		Second (b)		Third (c)		Fourth (d)
Revenues		$	3,191.5	$	3,240.1	$	3,191.8	$	3,466.9
Gross Profit			1,336.3		1,363.2		1,347.9		1,481.7
Income from Continuing Operations			340.8		277.6		317.7		343.0
Net Income			336.2		277.4		317.6		342.1
Earnings per Share from Continuing Operations:
	Basic		.95		.77		.88		.95
	Diluted		.94		.76		.86		.92
Earnings per Share:
	Basic		.94		.77		.88		.95
	Diluted		.93		.76		.86		.92
Cash Dividend Declared per Common Share			.15		.15		.15		.15
Amounts reflect aggregate restructuring and other items, net, and non-operating items, net, as follows:
(a) Costs of $36.0 million and after-tax loss of $4.6 million related to the company's discontinued operations.
(b) Costs of $57.2 million and after-tax loss of $0.2 million related to the company's discontinued operations.
(c) Costs of $36.3 million and after-tax loss of $0.1 million related to the company's discontinued operations.
(a) Costs of $50.3 million and after-tax loss of $0.9 million related to the company's discontinued operations.

XML

Acquisitions and Dispositions (Tables)

12 Months Ended

Dec. 31, 2014

Acquisitions and Dispositions Disclosure

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

		The components of the purchase price and net assets acquired for 2014 acquisitions are as follows:
(In millions)			Life Technologies		Other		Total
Purchase Price
	Cash paid		$	13,487.3	$	47.3	$	13,534.6
	Debt assumed			2,279.5		—		2,279.5
	Cash acquired			(463.0)		(11.5)		(474.5)
			$	15,303.8	$	35.8	$	15,339.6
Net Assets Acquired
	Current assets		$	1,755.5	$	18.5	$	1,774.0
	Property, plant and equipment			748.1		1.1		749.2
	Definite-lived intangible assets:
		Customer relationships		5,883.0		7.0		5,890.0
		Product technology		2,626.9		5.5		2,632.4
		Tradenames and other		619.1		—		619.1
	Indefinite-lived intangible assets:
		In-process research and development		58.4		—		58.4
	Goodwill			7,167.0		12.5		7,179.5
	Other assets			246.7		0.1		246.8
	Liabilities assumed			(3,800.9)		(8.9)		(3,809.8)
			$	15,303.8	$	35.8	$	15,339.6

The components of the purchase price and net assets acquired for 2012 acquisitions, as revised in 2013 for finalization of the valuation process are as follows:

(In millions)			One Lambda		Doe & Ingalls		Other		Total
Purchase Price
	Cash paid		$	886.3	$	174.9	$	25.4	$	1,086.6
	Fair value of contingent consideration			13.1		1.5		5.3		19.9
	Cash acquired			(1.3)		—		—		(1.3)
			$	898.1	$	176.4	$	30.7	$	1,105.2
Net Assets Acquired
	Current assets		$	110.2	$	21.9	$	2.1	$	134.2
	Property, plant and equipment			30.2		11.6		0.1		41.9
	Intangible assets:
		Customer relationships		330.7		68.1		3.2		402.0
		Product technology		172.5		1.1		13.9		187.5
		Tradenames and other		17.2		16.8		—		34.0
	Goodwill			274.0		81.1		15.5		370.6
	Other assets			—		0.5		—		0.5
	Liabilities assumed			(36.7)		(24.7)		(4.1)		(65.5)
			$	898.1	$	176.4	$	30.7	$	1,105.2

Business Acquisition, Pro Forma Information [Table Text Block]

Had the acquisition of Life Technologiesbeen completed as of the beginning of 2013, the company’s pro forma results for2014 and 2013 would have been as follows:

(In millions except per share amounts)		2014		2013
Revenues		$	17,169.2	$	16,831.4
Income from Continuing Operations		$	2,203.2	$	1,008.4
Net Income		$	2,202.1	$	1,002.6
Earnings per Share from Continuing Operations:
	Basic	$	5.52	$	2.55
	Diluted	$	5.46	$	2.53
Earnings per Share:
	Basic	$	5.51	$	2.54
	Diluted	$	5.46	$	2.51

Pro forma results include non-recurring pro forma adjustments that were directly attributable to the business combination to reflect amounts as if the acquisition had been completed as of the beginning of 2013, as follows:

• Pre-tax charge to selling, general and administrative expenses of $231.4million in2013, for acquisition-related transaction costs incurred by the company and Life Technologies;
• Pre-tax charge to cost of revenues of $301.4million in2013, for the sale of Life Technologies inventories revalued at the date of acquisition;
• Pre-tax charge of $91.7million in2013, for monetizing equity awards held by Life Technologies’ employees at the date of acquisition;
• Pre-tax charge of $37.6million in2013, to conform the accounting policies of Life Technologies with the company's accounting policies; and
• Pre-tax reduction of revenues of $8.1million and $23.9million in2014 and 2013, respectively, for revaluing Life Technologies’ deferred revenue obligations to fair value.

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block]

The assets and liabilities of the Cole-Parmer business were as follows at June 28, 2014:

	June 28,
(In millions)		2014
Current Assets		$	39.5
Long-term Assets			400.3
Current Liabilities			15.5
Long-term Liabilities			84.1

The assets and liabilities of the businesses sold in March 2014 were as follows at December 31, 2013:

	December 31,
(In millions)		2013
Current Assets		$	74.3
Long-term Assets			229.3
Current Liabilities			6.4
Long-term Liabilities			22.0

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EPS Calculation (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 27, 2014	Jun. 28, 2014	Mar. 29, 2014	Dec. 31, 2013	Sep. 28, 2013	Jun. 29, 2013	Mar. 30, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Earnings per Share
Income from Continuing Operations	$ 604.0	$ 469.9	$ 278.5	$ 543.1	$ 343.0	$ 317.7	$ 277.6	$ 340.8	$ 1,895.5	$ 1,279.1	$ 1,258.4
Loss from Discontinued Operations									(1.1)	(0.7)	(19.2)
Loss on Disposal of Discontinued Operations, Net									0	(5.1)	(61.3)
Net Income	$ 601.2	$ 471.6	$ 278.5	$ 543.1	$ 342.1	$ 317.6	$ 277.4	$ 336.2	$ 1,894.4	$ 1,273.3	$ 1,177.9
Basic Weighted Average Shares									398.2	360.3	363.8
Effect of Equity Forward Arrangement									0.2	1.8	0
Effect of Stock Options and Restricted Units									3.9	3.7	2.8
Diluted Weighted Average Shares									402.3	365.8	366.6
Basic Earnings per Share:
Continuing operations (in dollars per share)	$ 1.51	$ 1.17	$ 0.7	$ 1.38	$ 0.95	$ 0.88	$ 0.77	$ 0.95	$ 4.76	$ 3.55	$ 3.46
Discontinued operations (in dollars per share)									$ 0	$ (0.02)	$ (0.22)
Earnings Per Share, Basic (in dollars per share)	$ 1.5	$ 1.18	$ 0.7	$ 1.38	$ 0.95	$ 0.88	$ 0.77	$ 0.94	$ 4.76	$ 3.53	$ 3.24
Diluted Earnings per Share:
Continuing operations (in dollars per share)	$ 1.49	$ 1.16	$ 0.69	$ 1.36	$ 0.92	$ 0.86	$ 0.76	$ 0.94	$ 4.71	$ 3.5	$ 3.43
Discontinued operations (in dollars per share)									$ 0	$ (0.02)	$ (0.22)
Earnings Per Share, Diluted (in dollars per share)	$ 1.49	$ 1.17	$ 0.69	$ 1.36	$ 0.92	$ 0.86	$ 0.76	$ 0.93	$ 4.71	$ 3.48	$ 3.21
Stock Options [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Stock Options Excluded From Computation Of Earnings Per Share									2.4	1.0	7.2

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Pensions FV Assets (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Domestic Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	$ 1,047.6	$ 374.4	$ 367.1
Domestic Pension Benefits [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	1,042.9	367.4
Domestic Pension Benefits [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	4.7	7.0
Domestic Pension Benefits [Member] | U S Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	28.00%
Fair Value of Plan Assets	290.9	87.9
Domestic Pension Benefits [Member] | U S Equity Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	290.9	87.9
Domestic Pension Benefits [Member] | U S Real Estate Related Equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	2.00%
Domestic Pension Benefits [Member] | International Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	24.00%
Fair Value of Plan Assets	253.9	60.7
Domestic Pension Benefits [Member] | International Equity Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	253.9	60.7
Domestic Pension Benefits [Member] | Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	47.00%
Fair Value of Plan Assets	462.5	213.3
Domestic Pension Benefits [Member] | Fixed Income Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	462.5	213.3
Domestic Pension Benefits [Member] | Private Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	4.7	7.0
Domestic Pension Benefits [Member] | Private Equity Funds [Member] | Significant Unobservable Inputs (Level 3) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	4.7	7.0
Domestic Pension Benefits [Member] | Money Market Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	35.6	5.5
Domestic Pension Benefits [Member] | Money Market Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	35.6	5.5
Domestic Pension Benefits [Member] | Maximum [Member] | Private Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	1.00%
Non-U.S. Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	825.8	670.7	588.4
Non-U.S. Pension Benefits [Member] | Quoted Prices in Active Markets (Level I) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	106.3	87.3
Non-U.S. Pension Benefits [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	719.5	583.4
Non-U.S. Pension Benefits [Member] | Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	341.1	252.3
Non-U.S. Pension Benefits [Member] | Fixed Income Funds [Member] | Quoted Prices in Active Markets (Level I) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	21.1	22.4
Non-U.S. Pension Benefits [Member] | Fixed Income Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	320.0	229.9
Non-U.S. Pension Benefits [Member] | Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	129.6	109.0
Non-U.S. Pension Benefits [Member] | Equity Funds [Member] | Quoted Prices in Active Markets (Level I) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	55.0	55.4
Non-U.S. Pension Benefits [Member] | Equity Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	74.6	53.6
Non-U.S. Pension Benefits [Member] | Hedge Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	69.1	91.9
Non-U.S. Pension Benefits [Member] | Hedge Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	69.1	91.9
Non-U.S. Pension Benefits [Member] | Multi-asset Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	13.6	15.7
Non-U.S. Pension Benefits [Member] | Multi-asset Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	13.6	15.7
Non-U.S. Pension Benefits [Member] | Derivative Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	105.3	91.5
Non-U.S. Pension Benefits [Member] | Derivative Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	105.3	91.5
Non-U.S. Pension Benefits [Member] | Insurance Contracts [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	136.5	100.6
Non-U.S. Pension Benefits [Member] | Insurance Contracts [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	136.5	100.6
Non-U.S. Pension Benefits [Member] | Cash / Money Market Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	30.6	9.7
Non-U.S. Pension Benefits [Member] | Cash / Money Market Funds [Member] | Quoted Prices in Active Markets (Level I) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	30.2	9.5
Non-U.S. Pension Benefits [Member] | Cash / Money Market Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value of Plan Assets	$ 0.4	$ 0.2
Non-U.S. Pension Benefits, Plans Managing Assets in a Liability Framework | Minimum [Member] | Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	45.00%
Non-U.S. Pension Benefits, Plans Managing Assets in a Liability Framework | Minimum [Member] | Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	3.00%
Non-U.S. Pension Benefits, Plans Managing Assets in a Liability Framework | Minimum [Member] | Hedge Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	10.00%
Non-U.S. Pension Benefits, Plans Managing Assets in a Liability Framework | Minimum [Member] | Multi-asset Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	4.00%
Non-U.S. Pension Benefits, Plans Managing Assets in a Liability Framework | Minimum [Member] | Derivative Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	18.00%
Non-U.S. Pension Benefits, Plans Managing Assets in a Liability Framework | Maximum [Member] | Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	65.00%
Non-U.S. Pension Benefits, Plans Managing Assets in a Liability Framework | Maximum [Member] | Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	10.00%
Non-U.S. Pension Benefits, Plans Managing Assets in a Liability Framework | Maximum [Member] | Hedge Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	20.00%
Non-U.S. Pension Benefits, Plans Managing Assets in a Liability Framework | Maximum [Member] | Multi-asset Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	5.00%
Non-U.S. Pension Benefits, Plans Managing Assets in a Liability Framework | Maximum [Member] | Derivative Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	22.00%
Non-U.S. Pension Benefits, Plans Not Managing Assets in a Liability Framework | Minimum [Member] | Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	30.00%
Non-U.S. Pension Benefits, Plans Not Managing Assets in a Liability Framework | Minimum [Member] | Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	35.00%
Non-U.S. Pension Benefits, Plans Not Managing Assets in a Liability Framework | Maximum [Member] | Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	65.00%
Non-U.S. Pension Benefits, Plans Not Managing Assets in a Liability Framework | Maximum [Member] | Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Plan Asset Allocations	70.00%

XML

Fair Value Measurements, Derivative Instruments (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Derivatives Fair Value [Line Items]
Notional Amount Of Derivatives	$ 3,740.0	$ 2,030.0
Net Investment Hedge
Gain (Loss) in Cumulative Translation Adjustment on Net Investment Hedge	20.9
Interest Rate Swaps [Member] | Other Expense [Member] | Derivatives Designated as Fair Value Hedges [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) Recognized	4.2	0.2
Ineffective Portion of Gain (Loss) Recognized	0.9	(1.4)
Interest Rate Swaps [Member] | Derivatives Designated as Hedging Instruments | Other Long-term Liabilities [Member]
Fair Value - Liabilities
Derivative Liability, Fair Value	3.7	5.2
Foreign Currency Exchange Contracts [Member] | Cost of Revenues [Member] | Derivatives Not Designated as Fair Value Hedges
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) Recognized	14.7	2.7
Foreign Currency Exchange Contracts [Member] | Other Expense [Member] | Derivatives Not Designated as Fair Value Hedges
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) Recognized	129.9	(22.1)
Foreign Currency Exchange Contracts [Member] | Derivatives Not Designated as Fair Value Hedges | Other Current Assets [Member]
Fair Value - Assets
Derivative Asset, Fair Value	20.2	3.8
Foreign Currency Exchange Contracts [Member] | Derivatives Not Designated as Fair Value Hedges | Accrued Expense [Member]
Fair Value - Liabilities
Derivative Liability, Fair Value	$ 6.7	$ 1.3

XML

Dispositions (Details) (USD $)	12 Months Ended			0 Months Ended	3 Months Ended	0 Months Ended	7 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Mar. 21, 2014	Mar. 21, 2014	Aug. 15, 2014	Aug. 15, 2014	Jun. 28, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of businesses, net of cash divested	$ 1,521,800,000	$ 0	$ 0
Gain (Loss) on Divestiture of Businesses	895,400,000	0	0
Current Assets	6,539,800,000	9,880,700,000
Current Liabilities	5,349,800,000	3,126,000,000
Sera & Media, Gene Modulation and Magnetic Beads Businesses [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of businesses, net of cash divested				1,060,000,000
Proceeds from sale of businesses, net of cash divested and income tax payments				800,000,000
Gain (Loss) on Divestiture of Businesses				761,000,000
Revenues		250,000,000			61,000,000
Operating Income		64,000,000			12,000,000
Current Assets		74,300,000
Long-term Assets		229,300,000
Current Liabilities		6,400,000
Long-term Liabilities		22,000,000
Cole-Parmer specialty channel business [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of businesses, net of cash divested						480,000,000
Gain (Loss) on Divestiture of Businesses						134,000,000
After-tax Gain (Loss) on Divestiture of Businesses						(4,000,000)
Revenues		232,000,000					149,000,000
Operating Income		43,000,000					28,000,000
Current Assets								39,500,000
Long-term Assets								400,300,000
Current Liabilities								15,500,000
Long-term Liabilities								$ 84,100,000

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Income Taxes Deferred Taxes (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Deferred Tax Asset (Liability) [Abstract]
Depreciation and amortization	$ (4,468.8)	$ (2,319.1)
Net operating loss and credit carryforwards	941.9	690.7
Reserves and accruals	163.1	125.4
Accrued compensation	339.1	195.1
Inventory basis difference	96.6	61.2
Other capitalized costs	116.0	51.9
Unrealized losses on hedging instruments	12.8	14.7
Other, net	64.2	36.0
Deferred Tax Assets (Liabilities) Before Valuation Allowance	(2,735.1)	(1,144.1)
Less: Valuation allowance	116.2	76.8
Deferred Tax Assets (Liabilities), Net	$ (2,851.3)	$ (1,220.9)

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Fair Value Measurements, Assets and Liabilities (Details) (Fair Value, Measurements, Recurring [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Assets
Cash equivalents	$ 617.3	$ 4,859.9
Bank time deposits	8.5
Investments in mutual funds, unit trusts and other similar instruments	8.7	9.8
Insurance contracts	102.5	74.5
Auction rate securities		4.5
Derivative contracts	20.2	3.8
Total Assets	757.2	4,952.5
Liabilities
Derivative contracts	10.4	6.5
Contingent consideration	29.6	5.1
Total Liabilities	40.0	11.6
Quoted Prices in Active Markets (Level I) [Member]
Assets
Cash equivalents	617.3	4,859.9
Bank time deposits	8.5
Investments in mutual funds, unit trusts and other similar instruments	8.7	9.8
Total Assets	634.5	4,869.7
Significant Other Observable Inputs (Level 2) [Member]
Assets
Insurance contracts	102.5	74.5
Derivative contracts	20.2	3.8
Total Assets	122.7	78.3
Liabilities
Derivative contracts	10.4	6.5
Total Liabilities	10.4	6.5
Significant Unobservable Inputs (Level 3) [Member]
Assets
Auction rate securities		4.5
Total Assets		4.5
Liabilities
Contingent consideration	29.6	5.1
Total Liabilities	$ 29.6	$ 5.1

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Debt Future Repayments (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Maturities of Long-term Debt [Abstract]
2015	$ 2,206.8
2016	2,578.5
2017	902.2
2018	502.3
2019	901.9
2020 and thereafter	7,330.8
Total Repayments of Principal	$ 14,422.5	$ 10,491.9

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Fair Value Measurements, Available-for-sale Securities (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Schedule of Available-for-sale Securities [Line Items]
Market Value	$ 8.7	$ 14.3
Cost Basis		11.9
Gross Unrealized Gains		2.5
Gross Unrealized Losses		0.1
Fair value of available-for-sale investments contributed to defined benefit plans		27.1
Available-for-sale Securities, Gross Realized Gains	2.0	11.0
Mutual Fund and Unit Trust Investments [Member]
Schedule of Available-for-sale Securities [Line Items]
Market Value	8.7	9.8
Cost Basis	6.5	7.3
Gross Unrealized Gains	2.2	2.5
Gross Unrealized Losses	0	0
Auction Rate Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Market Value		4.5
Cost Basis		4.6
Gross Unrealized Gains		0
Gross Unrealized Losses		$ 0.1

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Income Taxes Loss Carryforwards (Details) (USD $)	12 Months Ended
	Dec. 31, 2014
Tax Credit Carryforward [Line Items]
Undistributed Earnings of Foreign Subsidiaries	8,440,000,000
Federal Foreign [Member]
Tax Credit Carryforward [Line Items]
Tax Credit Carryforward, Amount	209,300,000
Minimum [Member] | Federal Foreign [Member]
Tax Credit Carryforward [Line Items]
Tax Credit Carryforward, Expiration Dates	Dec. 31, 2015
Maximum [Member] | Federal Foreign [Member]
Tax Credit Carryforward [Line Items]
Tax Credit Carryforward, Expiration Dates	Dec. 31, 2024
Federal and State [Member] | Minimum [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2015
Federal and State [Member] | Maximum [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2034
Federal [Member]
Operating Loss Carryforwards [Line Items]
Net Operating Loss Carryforwards	131,500,000
State [Member]
Operating Loss Carryforwards [Line Items]
Net Operating Loss Carryforwards	830,300,000
Non- U.S. [Member]
Operating Loss Carryforwards [Line Items]
Net Operating Loss Carryforwards	2,610,000,000
Portion of Non- U.S. with expiration dates [Member]
Operating Loss Carryforwards [Line Items]
Net Operating Loss Carryforwards	277,500,000
Portion of Non- U.S. with expiration dates [Member] | Minimum [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2015
Portion of Non- U.S. with expiration dates [Member] | Maximum [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2033

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Pension Expected Benefit Payments (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014
Domestic Pension Benefits [Member]
Estimated Future Benefit Payments [Abstract]
2015	$ 82.9
2016	80.9
2017	84.4
2018	81.0
2019	80.7
2020-2024	398.9
Non-U.S. Pension Benefits [Member]
Estimated Future Benefit Payments [Abstract]
2015	28.5
2016	32.1
2017	32.5
2018	35.2
2019	38.0
2020-2024	221.0
Other Postretirement Benefits [Member]
Estimated Future Benefit Payments [Abstract]
2015	2.9
2016	2.9
2017	3.0
2018	3.0
2019	2.9
2020-2024	$ 13.6

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Unaudited Quarterly Information

12 Months Ended

Dec. 31, 2014

Unaudited Quarterly Information [Abstract]

Quarterly Financial Information [Text Block]

Note 16.Unaudited Quarterly Information

		2014
(In millions except per share amounts)		First (a)		Second (b)		Third (c)		Fourth (d)
Revenues		$	3,903.5	$	4,321.9	$	4,171.4	$	4,492.8
Gross Profit			1,620.0		1,846.5		1,933.6		2,091.9
Income from Continuing Operations			543.1		278.5		469.9		604.0
Net Income			543.1		278.5		471.6		601.2
Earnings per Share from Continuing Operations:
	Basic		1.38		.70		1.17		1.51
	Diluted		1.36		.69		1.16		1.49
Earnings per Share:
	Basic		1.38		.70		1.18		1.50
	Diluted		1.36		.69		1.17		1.49
Cash Dividend Declared per Common Share			.15		.15		.15		.15
Amounts reflect aggregate restructuring and other items, net, and non-operating items, net, as follows:
(a) Income of $330.9 million.
(b) Costs of $231.9 million.
(c) Income of $88.2 million and after-tax gain of $1.7 million related to the company's discontinued operations.
(d) Costs of $47.3 million and after-tax loss of $2.8 million related to the company's discontinued operations.

		2013
(In millions except per share amounts)		First (a)		Second (b)		Third (c)		Fourth (d)
Revenues		$	3,191.5	$	3,240.1	$	3,191.8	$	3,466.9
Gross Profit			1,336.3		1,363.2		1,347.9		1,481.7
Income from Continuing Operations			340.8		277.6		317.7		343.0
Net Income			336.2		277.4		317.6		342.1
Earnings per Share from Continuing Operations:
	Basic		.95		.77		.88		.95
	Diluted		.94		.76		.86		.92
Earnings per Share:
	Basic		.94		.77		.88		.95
	Diluted		.93		.76		.86		.92
Cash Dividend Declared per Common Share			.15		.15		.15		.15
Amounts reflect aggregate restructuring and other items, net, and non-operating items, net, as follows:
(a) Costs of $36.0 million and after-tax loss of $4.6 million related to the company's discontinued operations.
(b) Costs of $57.2 million and after-tax loss of $0.2 million related to the company's discontinued operations.
(c) Costs of $36.3 million and after-tax loss of $0.1 million related to the company's discontinued operations.
(a) Costs of $50.3 million and after-tax loss of $0.9 million related to the company's discontinued operations.

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Inventories (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2014
Inventories [Abstract]
Raw Materials	$ 347.4		$ 441.6
Work in Process	157.7		207.6
Finished Goods	989.4		1,210.3
Inventories	1,494.5		1,859.5
LIFO Method Inventories [Abstract]
Value of inventories maintained using the LIFO method	197.0		203.1
Excess of estimated replacement cost over stated LIFO value	26.5		25.2
Reduction in cost of revenues as a result of liquidation of LIFO inventories	$ 0.1	$ 0.3

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Comprehensive Income and Shareholders Equity (Tables)

12 Months Ended

Dec. 31, 2014

Comprehensive Income and Shareholders Equity Disclosure [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

		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, 2013			$	112.0	$	1.3	$	(23.9)	$	(166.6)	$	(77.2)
	Other comprehensive income (loss) before reclassifications			(1,182.6)		1.7		—		(52.2)		(1,233.1)
	Amounts reclassified from accumulated other comprehensive items			—		(1.7)		3.0		24.0		25.3
		Net other comprehensive items		(1,182.6)		—		3.0		(28.2)		(1,207.8)
Balance at December 31, 2014			$	(1,070.6)	$	1.3	$	(20.9)	$	(194.8)	$	(1,285.0)

Reclassification out of Accumulated Other Comprehensive Income [Table Text Block]

		The amounts reclassified out of accumulated other comprehensive items are as follows:
						Year Ended
				Affected Line Item in the	December 31,			December 31,			December 31,
(In millions)				Statement of Income		2014			2013			2012
Amounts Reclassified From Accumulated Other Comprehensive Items
	Unrealized gains and losses on available-for-sale investments:
		Realized gain on sale or transfer of available-for-sale investments		Other Expense, Net		$	(1.9)		$	(10.5)		$	—
		Tax provision		Provision for Income Taxes			0.2			2.5			—
							(1.7)			(8.0)			—
	Unrealized gains and losses on hedging instruments:
		Realized loss on interest rate swaps and locks		Other Expense, Net			4.8			5.4			5.3
		Tax benefit		Provision for Income Taxes			(1.8)			(2.2)			(2.0)
							3.0			3.2			3.3
	Pension and other postretirement benefit liability adjustment:
		Amortization of actuarial losses		Net Periodic Benefit Cost -			7.8			11.5			6.9
		Amortization of prior service benefit		see Note 6 for details			(0.1)			(0.1)			(0.1)
		Settlement losses					29.6			—			—
			Total before tax				37.3			11.4			6.8
		Tax benefit		Provision for Income Taxes			(13.3)			(3.6)			(2.4)
							24.0			7.8			4.4
			Total reclassifications			$	25.3		$	3.0		$	7.7

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Income Taxes Rate Reconciliation (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract]
Federal Statutory Income Tax Rate	35.00%	35.00%	35.00%
Provision for Income Taxes at Statutory Rate	$ 730.5	$ 461.8	$ 444.3
Foreign rate differential	(278.4)	(180.2)	(319.5)
Foreign and research and development tax credits	(239.9)	(227.6)	(52.1)
Manufacturing deduction	(45.9)	(33.6)	(27.3)
Singapore tax holiday	(34.0)	0	0
Impact of change in tax laws and apportionment on deferred taxes	(21.0)	3.3	(53.7)
Nondeductible expenses	23.4	19.6	8.1
Provision (reversal) of tax reserves, net	28.0	(4.3)	14.8
Basis difference on disposal of businesses	18.7	0	0
Tax return reassessments and settlements	(3.6)	10.5	0
State income taxes, net of federal tax	9.3	(3.8)	(8.6)
Other, net	4.6	(5.3)	5.0
Provision for Income Taxes	191.7	40.4	11.0
US foreign tax credits generated by repatriation of foreign earnings	172.0	160.0
US Income taxes on repatriated foreign earnings	55.0	56.0
Singapore
Income Tax Holiday [Line Items]
Income Tax Holiday, Termination Date	12/31/2021
Effective Income Tax Rate Reconciliation, Tax Holiday, Percent	(1.60%)
Income Tax Holiday, Income Tax Benefits Per Share	$ 0.08
Sweden
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract]
Foreign rate differential			$ (55.0)

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Schedule II - Valuation and Qualifying Accounts (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Allowance for Doubtful Accounts [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	$ 54.1	$ 55.5	$ 65.8
Provision Charged to Expense	20.4	6.8	0.7
Accounts Recovered	1.0	0.2	0.3
Deductions	(11.2)	(8.4)	(4.6)
Other Adjustments	9.8	0	(6.7)
Balance at End of Year	74.1	54.1	55.5
Allowance for Doubtful Accounts [Member] | Costs to Conform Accounting Policies [Member] | Life Technologies Corporation [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Provision Charged to Expense	16.2
Accrued Restructuring Costs [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	40.5	31.1	27.6
Provision Charged to Expense	247.9	78.0	66.6
Deductions	(232.6)	(69.1)	(63.5)
Other Adjustments	(2.4)	0.5	0.4
Balance at End of Year	$ 53.4	$ 40.5	$ 31.1

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Pensions and Other Postretirement Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2014

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan [Table Text Block]

		The following table provides a reconciliation of benefit obligations and plan assets of the company’s domestic
and non-U.S. pension plans and postretirement benefit plans:
			Domestic Pension Benefits				Non-U.S. Pension Benefits				Postretirement Benefits
(In millions)			2014		2013		2014		2013		2014		2013
Change in Projected Benefit Obligations
	Benefit Obligation at Beginning of Year		$	449.2	$	490.0	$	857.9	$	831.0	$	38.7	$	42.0
		Business combinations		849.0		—		135.1		—		14.9		—
		Service costs		2.0		—		20.0		19.5		0.6		0.6
		Interest costs		53.1		19.0		36.7		29.0		2.1		1.7
		Settlements		(58.2)		—		(19.3)		(3.1)		—		—
		Plan participants' contributions		—		—		3.8		3.5		5.3		1.2
		Actuarial (gains) losses		76.7		(34.8)		170.3		(9.9)		4.0		(3.6)
		Benefits paid		(80.7)		(25.0)		(32.0)		(26.2)		(8.4)		(2.4)
		Currency translation and other		—		—		(97.1)		14.1		(1.9)		(0.8)
	Benefit Obligation at End of Year		$	1,291.1	$	449.2	$	1,075.4	$	857.9	$	55.3	$	38.7
Change in Fair Value of Plan Assets
	Fair Value of Plan Assets at Beginning of Year		$	374.4	$	367.1	$	670.7	$	588.4	$	—	$	—
		Business combinations		687.1		—		96.5		—		8.0		—
		Actual return on plan assets		111.4		31.8		141.0		33.4		0.6		—
		Employer contribution		13.6		0.5		32.9		63.6		3.1		1.2
		Plan participants' contributions		—		—		3.8		3.5		5.3		1.2
		Settlements		(58.2)		—		(19.3)		(3.1)		—		—
		Benefits paid		(80.7)		(25.0)		(32.0)		(26.2)		(8.4)		(2.4)
		Currency translation and other		—		—		(67.8)		11.1		—		—
	Fair Value of Plan Assets at End of Year		$	1,047.6	$	374.4	$	825.8	$	670.7	$	8.6	$	—
Funded Status			$	(243.5)	$	(74.8)	$	(249.6)	$	(187.2)	$	(46.7)	$	(38.7)
Accumulated Benefit Obligation			$	1,258.3	$	449.2	$	1,014.5	$	810.9
Amounts Recognized in Balance Sheet
		Non-current asset	$	—	$	—	$	61.8	$	25.7	$	4.8	$	—
		Current liability		(2.8)		(0.6)		(5.6)		(4.6)		(2.7)		(2.0)
		Non-current liability		(240.7)		(74.2)		(305.8)		(208.3)		(48.8)		(36.7)
		Net amount recognized	$	(243.5)	$	(74.8)	$	(249.6)	$	(187.2)	$	(46.7)	$	(38.7)
Amounts Recognized in Accumulated Other Comprehensive Loss
		Net actuarial loss	$	129.7	$	132.7	$	161.9	$	123.8	$	4.6	$	0.7
		Prior service credits		—		—		—		(2.3)		(0.3)		(0.4)
		Net amount recognized	$	129.7	$	132.7	$	161.9	$	121.5	$	4.3	$	0.3

Schedule of Assumptions Used [Table Text Block]

	The actuarial assumptions used to compute the funded status for the plans are based upon information available
as of December 31, 2014 and 2013 and are as follows:
		Domestic Pension Benefits				Non-U.S. Pension Benefits				Postretirement Benefits
		2014		2013		2014		2013		2014		2013
Weighted Average Assumptions Used to Determine Projected Benefit Obligations
	Discount rate		4.00%		4.75%		2.69%		3.91%		3.76%		4.75%
	Average rate of increase in employee compensation		4.00%		4.00%		3.03%		3.21%		—		—
	Initial healthcare cost trend rate										7.07%		7.01%
	Ultimate healthcare cost trend rate										5.22%		5.45%

	The actuarial assumptions used to compute the net periodic pension benefit cost (income) are based upon
information available as of the beginning of the year, as presented in the following table:
		Domestic Pension Benefits						Non-U.S. Pension Benefits
		2014		2013		2012		2014		2013		2012
Weighted Average Assumptions Used to Determine the Net Benefit Cost (Income)
	Discount rate		4.46%		4.00%		4.50%		3.91%		3.65%		4.37%
	Average rate of increase in employee compensation		4.00%		4.00%		4.00%		3.22%		2.94%		3.23%
	Expected long-term rate of return on assets		7.00%		7.00%		7.75%		4.88%		4.96%		5.17%

Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized over Next Fiscal Year [Table Text Block]

	The amounts in accumulated other comprehensive income expected to be recognized as components of net
periodic benefit cost in 2015 are as follows:
(In millions)		Domestic Pension Benefits		Non-U.S. Pension Benefits		Post-retirement Benefits
Net Actuarial Loss		$	0.8	$	9.0	$	0.4
Net Prior Service Credit			—		(0.1)		(0.1)
		$	0.8	$	8.9	$	0.3

Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets [Table Text Block]

		The projected benefit obligation and fair value of plan assets for the company’s qualified and non-qualified
pension plans with projected benefit obligations in excess of plan assets are as follows:
			Pension Plans
(In millions)			2014		2013
Pension Plans with Projected Benefit Obligations in Excess of Plan Assets
	Projected benefit obligation		$	1,820.2	$	988.3
	Fair value of plan assets			1,265.3		700.6

Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets [Table Text Block]

		The accumulated benefit obligation and fair value of plan assets for the company's qualified and non-qualified
pension plans with accumulated benefit obligations in excess of plan assets are as follows:
			Pension Plans
(In millions)			2014		2013
Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets
	Accumulated benefit obligation		$	1,738.0	$	949.8
	Fair value of plan assets			1,265.3		697.7

Schedule of Net Benefit Costs [Table Text Block]

		The net periodic pension benefit cost (income) includes the following components:
			Domestic Pension Benefits						Non-U.S. Pension Benefits
(In millions)			2014		2013		2012		2014		2013		2012
Components of Net Benefit Cost (Income)
	Service cost-benefits earned		$	2.0	$	—	$	—	$	20.0	$	19.5	$	11.8
	Interest cost on benefit obligation			53.1		19.0		20.4		36.7		29.0		30.7
	Expected return on plan assets			(60.8)		(24.3)		(28.1)		(34.4)		(29.0)		(27.3)
	Amortization of actuarial net loss			3.7		5.2		3.6		4.2		6.3		3.3
	Amortization of prior service benefit			—		—		—		(0.1)		(0.3)		(0.1)
	Settlement/curtailment loss			25.5		—		—		4.1		0.1		—
	Special termination benefits			—		—		—		0.3		1.1		0.5
	Net periodic benefit cost (income)		$	23.5	$	(0.1)	$	(4.1)	$	30.8	$	26.7	$	18.9

Schedule of Expected Benefit Payments [Table Text Block]

(In millions)		Domestic Pension Benefits		Non-U.S. Pension Benefits		Post-retirement Benefits
Expected Benefit Payments
	2015	$	82.9	$	28.5	$	2.9
	2016		80.9		32.1		2.9
	2017		84.4		32.5		3.0
	2018		81.0		35.2		3.0
	2019		80.7		38.0		2.9
	2020-2024		398.9		221.0		13.6

Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates [Table Text Block]

		A change in the assumed healthcare cost trend rate by one percentage point effective January 2014 would
change the accumulated postretirement benefit obligation as of December 31, 2014 and the 2014 aggregate of service
and interest costs, as follows:
(In millions)			Increase		Decrease
One Percentage Point
	Effect on total of service and interest cost components		$	0.4	$	(0.4)
	Effect on postretirement healthcare benefit obligation			7.3		(5.7)

Schedule of Allocation of Plan Assets [Table Text Block]

		The fair values of the company’s plan assets at December 31, 2014 and 2013, by asset category are as follows:
			December 31,			Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)				2014		(Level 1)		(Level 2)		(Level 3)
Domestic Pension Plan Assets
	U.S. equity funds			$	290.9	$	—	$	290.9	$	—
	International equity funds				253.9		—		253.9		—
	Fixed income funds				462.5		—		462.5		—
	Private equity funds				4.7		—		—		4.7
	Money market funds				35.6		—		35.6		—
		Total Domestic Pension Plans		$	1,047.6	$	—	$	1,042.9	$	4.7
Non-U.S. Pension Plan Assets
	Equity funds			$	129.6	$	55.0	$	74.6	$	—
	Fixed income funds				341.1		21.1		320.0		—
	Hedge funds				69.1		—		69.1		—
	Multi-asset funds				13.6		—		13.6		—
	Derivative funds				105.3		—		105.3		—
	Insurance contracts				136.5		—		136.5		—
	Cash / money market funds				30.6		30.2		0.4		—
		Total Non-U.S. Pension Plans		$	825.8	$	106.3	$	719.5	$	—

			December 31,			Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)				2013		(Level 1)		(Level 2)		(Level 3)
Domestic Pension Plan Assets
	U.S. equity funds			$	87.9	$	—	$	87.9	$	—
	International equity funds				60.7		—		60.7		—
	Fixed income funds				213.3		—		213.3		—
	Private equity funds				7.0		—		—		7.0
	Money market funds				5.5		—		5.5		—
		Total Domestic Pension Plans		$	374.4	$	—	$	367.4	$	7.0
Non-U.S. Pension Plan Assets
	Equity funds			$	109.0	$	55.4	$	53.6	$	—
	Fixed income funds				252.3		22.4		229.9		—
	Hedge funds				91.9		—		91.9		—
	Multi-asset funds				15.7		—		15.7		—
	Derivative funds				91.5		—		91.5		—
	Insurance contracts				100.6		—		100.6		—
	Cash / money market funds				9.7		9.5		0.2		—
		Total Non-U.S. Pension Plans		$	670.7	$	87.3	$	583.4	$	—

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Acquisition-related Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Definite-Lived Intangible Assets [Line Items]
Definite-Lived Intangible Assets, Gross	$ 18,132.1	$ 10,121.8
Accumulated Amortization	(5,323.9)	(4,388.2)
Definite-Lived Intangible Assets, Net	12,808.2	5,733.6
Amortization of acquisition-related intangible assets	1,330.0	763.1	747.6
Indefinite-lived Intangible Assets by Major Class [Line Items]
Indefinite-Lived Intangible Assets	1,301.9	1,337.7
Acquisition-related Intangible Assets, Gross	19,434.0	11,459.5
Acquisition-related Intangible Assets, net of Accumulated Amortization	14,110.1	7,071.3
Tradenames [Member]
Indefinite-lived Intangible Assets by Major Class [Line Items]
Indefinite-Lived Intangible Assets	1,234.8	1,326.9
In-process Research and Development [Member]
Indefinite-lived Intangible Assets by Major Class [Line Items]
Indefinite-Lived Intangible Assets	67.1	10.8
Minimum [Member]
Definite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	3 years
Maximum [Member]
Definite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	20 years
Customer Relationships [Member]
Definite-Lived Intangible Assets [Line Items]
Definite-Lived Intangible Assets, Gross	11,866.8	6,738.2
Accumulated Amortization	(3,340.6)	(2,771.2)
Definite-Lived Intangible Assets, Net	8,526.2	3,967.0
Product Technology [Member]
Definite-Lived Intangible Assets [Line Items]
Definite-Lived Intangible Assets, Gross	4,898.1	2,530.8
Accumulated Amortization	(1,501.3)	(1,187.0)
Definite-Lived Intangible Assets, Net	3,396.8	1,343.8
Tradenames [Member]
Definite-Lived Intangible Assets [Line Items]
Definite-Lived Intangible Assets, Gross	1,333.0	816.0
Accumulated Amortization	(448.7)	(395.4)
Definite-Lived Intangible Assets, Net	884.3	420.6
Other Intangible Assets [Member]
Definite-Lived Intangible Assets [Line Items]
Definite-Lived Intangible Assets, Gross	34.2	36.8
Accumulated Amortization	(33.3)	(34.6)
Definite-Lived Intangible Assets, Net	$ 0.9	$ 2.2

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Pensions Plan Assets Excluding FV Disclosures (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Change in Fair Value of Plan Assets [Roll Forward]
Cash contributions to retirement plans	$ 49.6	$ 38.2	$ 23.3
Fair value of available-for-sale investments contributed to defined benefit plans		27.1
Minimum [Member]
Change in Fair Value of Plan Assets [Roll Forward]
Estimated Employer Contributions in Next Fiscal Year	40.0
Maximum [Member]
Change in Fair Value of Plan Assets [Roll Forward]
Estimated Employer Contributions in Next Fiscal Year	60.0
Domestic Pension Benefits [Member]
Change in Fair Value of Plan Assets [Roll Forward]
Fair Value of Plan Assets at Beginning of Year	374.4	367.1
Business combination	687.1
Actual return on plan assets	111.4	31.8
Employer contribution	13.6	0.5
Settlements	(58.2)
Benefits paid	(80.7)	(25.0)
Fair Value of Plan Assets at End of Year	1,047.6	374.4
Non-U.S. Pension Benefits [Member]
Change in Fair Value of Plan Assets [Roll Forward]
Fair Value of Plan Assets at Beginning of Year	670.7	588.4
Business combination	96.5
Actual return on plan assets	141.0	33.4
Employer contribution	32.9	63.6
Plan participants' contributions	3.8	3.5
Settlements	(19.3)	(3.1)
Benefits paid	(32.0)	(26.2)
Currency translation and other	(67.8)	11.1
Fair Value of Plan Assets at End of Year	825.8	670.7
Other Postretirement Benefits [Member]
Change in Fair Value of Plan Assets [Roll Forward]
Fair Value of Plan Assets at Beginning of Year	0	0
Business combination	8.0
Actual return on plan assets	0.6
Employer contribution	3.1	1.2
Plan participants' contributions	5.3	1.2
Benefits paid	(8.4)	(2.4)
Fair Value of Plan Assets at End of Year	$ 8.6	$ 0

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Stockbased Compensation Expense (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract]
Stock Option Awards	$ 45.7	$ 41.4	$ 39.3
Restricted Unit Awards	71.4	49.5	38.9
Stock-based Compensation Expense	117.1	90.9	78.2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation Expense, Cash-in-Lieu of Pre-acquisition Equity Awards	34.8
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation Costs On Nonvested Awards	77
Unrecognized Compensation Costs On Nonvested Awards, Weighted Average Period Of Recognition	2 years 6 months
Stock Options [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation Costs On Nonvested Awards, Period Of Recognition	4 years
Restricted Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation Costs On Nonvested Awards	$ 101
Unrecognized Compensation Costs On Nonvested Awards, Weighted Average Period Of Recognition	2 years 2 months
Restricted Units [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Compensation Costs On Nonvested Awards, Period Of Recognition	4 years

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Schedule II - Valuation and Qualifying Accounts (Tables)

12 Months Ended

Dec. 31, 2014

Valuation and Qualifying Accounts [Abstract]

Schedule Of Valuation And Qualifying Accounts Disclosure [Table Text Block]

(In millions)	Balance at Beginning of Year		Provision Charged to Expense (a)		Accounts Recovered		Accounts Written Off		Other (b)		Balance at End of Year
Allowance for Doubtful Accounts
Year Ended December 31, 2014	$	54.1	$	20.4	$	1.0	$	(11.2)	$	9.8	$	74.1
Year Ended December 31, 2013	$	55.5	$	6.8	$	0.2	$	(8.4)	$	—	$	54.1
Year Ended December 31, 2012	$	65.8	$	0.7	$	0.3	$	(4.6)	$	(6.7)	$	55.5
(In millions)			Balance at Beginning of Year		Provision Charged to Expense (d)		Activity Charged to Reserve		Other (e)		Balance at End of Year
Accrued Restructuring Costs (c)
Year Ended December 31, 2014			$	40.5	$	247.9	$	(232.6)	$	(2.4)	$	53.4
Year Ended December 31, 2013			$	31.1	$	78.0	$	(69.1)	$	0.5	$	40.5
Year Ended December 31, 2012			$	27.6	$	66.6	$	(63.5)	$	0.4	$	31.1
(a) In 2014, includes $16.2 million of charges to conform the accounting policies of Life Technologies with the company's
accounting policies.
(b) Includes allowance of businesses acquired and sold during the year as described in Note 2 and the effect of currency
translation.
(c) The nature of activity in this account is described in Note 14.
(d) Excludes non-cash income/expense, net, as described in Note 14.
(e) Represents the effects of currency translation.

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Consolidated Statement of Shareholders' Equity (USD $) In Millions, unless otherwise specified	Total	Common Stock [Member]	Capital in Excess of Par Value [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Items [Member]
Balance at Dec. 31, 2011	$ 15,038.1	$ 406.4	$ 10,152.0	$ 6,716.3	$ (1,837.1)	$ (399.5)
Balance (in shares) at Dec. 31, 2011		406.4			(35.0)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares under employees' and directors' stock plans (in shares)		7.1			(0.2)
Issuance of shares under employees' and directors' stock plans	252.1	7.1	254.7		(9.7)
Stock-based compensation	78.2		78.2
Tax benefit related to employees' and directors' stock plans	18.7		18.7
Purchases of company common stock (in shares)					20.8
Purchases of company common stock	(1,150.0)				(1,150.0)
Dividends declared	(196.9)			(196.9)
Net income	1,177.9			1,177.9
Other comprehensive items	249.1					249.1
Other	(2.5)		(2.5)
Balance at Dec. 31, 2012	15,464.7	413.5	10,501.1	7,697.3	(2,996.8)	(150.4)
Balance (in shares) at Dec. 31, 2012		413.5			(56.0)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Retirement of treasury shares (in shares)		(50.0)			(50.0)
Retirement of treasury shares	0	(50.0)	(2,647.7)		2,697.7
Issuance of shares under employees' and directors' stock plans (in shares)		6.1			(0.3)
Issuance of shares under employees' and directors' stock plans	215.7	6.1	232.9		(23.3)
Stock-based compensation	90.9		90.9
Tax benefit related to employees' and directors' stock plans	46.6		46.6
Purchases of company common stock (in shares)					1.3
Purchases of company common stock	(89.8)				(89.8)
Dividends declared	(217.3)			(217.3)
Net income	1,273.3			1,273.3
Other comprehensive items	73.2					73.2
Other	(1.2)		(1.2)
Balance at Dec. 31, 2013	16,856.1	369.6	8,222.6	8,753.3	(412.2)	(77.2)
Balance (in shares) at Dec. 31, 2013		369.6			(7.6)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares under employees' and directors' stock plans (in shares)		4.0			(0.4)
Issuance of shares under employees' and directors' stock plans	121.6	4.0	161.3		(43.7)
Issuance of shares (in shares)		34.9
Issuance of shares	2,942.3	34.9	2,907.4
Stock-based compensation	117.1		117.1
Tax benefit related to employees' and directors' stock plans	65.4		65.4
Dividends declared	(240.8)			(240.8)
Net income	1,894.4			1,894.4
Other comprehensive items	(1,207.8)					(1,207.8)
Other	(0.2)		(0.2)
Balance at Dec. 31, 2014	$ 20,548.1	$ 408.5	$ 11,473.6	$ 10,406.9	$ (455.9)	$ (1,285.0)
Balance (in shares) at Dec. 31, 2014		408.5			(8.0)

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Stockbased Compensation, Stock Option Disclosures (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013	Dec. 31, 2012
Stock-based Compensation Expense Disclosure [Abstract]
Tax benefit related to employees' and directors' stock plans	$ 65.4		$ 46.6	$ 18.7
Expected Stock Price Volatility	25.00%		33.00%	34.00%
Risk Free Interest Rate	1.30%		0.70%	0.80%
Expected Life of Options (years)	4 years 5 months		4 years 6 months	4 years 6 months
Expected Annual Dividend	0.50%		0.80%	0.90%
Weighted Average Grant Date Fair Value of Options Granted in Period (in dollars per share)	$ 26.89		$ 19.84	$ 15.36
Total Intrinsic Value of Options Exercised in Period	207.9		189.8	125.4
Options Outstanding [Roll Forward]
Options Outstanding, Beginning Balance	11.5
Granted	2.6
Exercised	(3.0)
Canceled / Expired	(0.6)
Options Outstanding, Ending Balance	10.5		11.5
Options, Additional Disclosures [Abstract]
Options Outstanding, Weighted Average Exercise Price, Beginning of Period (in dollars per share)	$ 54.81
Grants in Period, Weighted Average Exercise Price (in dollars per share)	$ 124.03
Exercises in Period, Weighted Average Exercise Price (in dollars per share)	$ 51.55
Canceled / Expired in Period, Weighted Average Exercise Price (in dollars per share)	$ 85.23
Options Outstanding, Weighted Average Exercise Price, End of Period (in dollars per share)	$ 71.34		$ 54.81
Options Outstanding, Weighted Average Remaining Contractual Term	4 years 1 month
Options Vested and Unvested Expected to Vest	10.1
Options Vested and Unvested Expected to Vest, Weighted Average Exercise Price (in dollars per share)	$ 70.04
Options Vested and Unvested Expected to Vest, Weighted Average Remaining Contractual Term	4 years 0 months
Options Vested and Unvested Expected to Vest, Aggregate Intrinsic Value	558.3	[1]
Options Exercisable	4.9
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 51.09
Options Exercisable, Weighted Average Remaining Contractual Term	2 years 10 months
Options Exercisable, Intrinsic Value	$ 365.9	[1]
Common Stock, Market Value Per Share	$ 125.29
Minimum [Member] | Stock Options [Member]
Stock-based Compensation Expense Disclosure [Abstract]
Award Requisite Service Period	3 years
Option Term	7 years
Maximum [Member] | Stock Options [Member]
Stock-based Compensation Expense Disclosure [Abstract]
Award Requisite Service Period	5 years
Option Term	10 years

[1] Market price per share on December 31, 2014 was $125.29. The intrinsic value is zero for options with exercise prices above the market price.

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Fair Value Measurements and Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2014

Fair Value Measurements and Fair Value of Financial Instruments Disclosure

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

		The following table presents information about the company’s financial assets and liabilities measured at fair
value on a recurring basis as of December 31, 2014:
			December 31,			Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)				2014		(Level 1)		(Level 2)		(Level 3)
Assets
	Cash equivalents			$	617.3	$	617.3	$	—	$	—
	Bank time deposits				8.5		8.5		—		—
	Investments in mutual funds, unit trusts and other    similar instruments				8.7		8.7		—		—
	Insurance contracts				102.5		—		102.5		—
	Derivative contracts				20.2		—		20.2		—
		Total Assets		$	757.2	$	634.5	$	122.7	$	—
Liabilities
	Derivative contracts			$	10.4	$	—	$	10.4	$	—
	Contingent consideration				29.6		—		—		29.6
		Total Liabilities		$	40.0	$	—	$	10.4	$	29.6

		The following table presents information about the company’s financial assets and liabilities measured at fair
value on a recurring basis as of December 31, 2013:
			December 31,			Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)				2013		(Level 1)		(Level 2)		(Level 3)
Assets
	Cash equivalents			$	4,859.9	$	4,859.9	$	—	$	—
	Investments in mutual funds, unit trusts and other    similar instruments				9.8		9.8		—		—
	Insurance contracts				74.5		—		74.5		—
	Auction rate securities				4.5		—		—		4.5
	Derivative contracts				3.8		—		3.8		—
		Total Assets		$	4,952.5	$	4,869.7	$	78.3	$	4.5
Liabilities
	Derivative contracts			$	6.5	$	—	$	6.5	$	—
	Contingent consideration				5.1		—		—		5.1
		Total Liabilities		$	11.6	$	—	$	6.5	$	5.1

Available-for-sale Securities [Table Text Block]

	Available-for-sale investments are carried at fair value and are included in the tables above. The aggregate
market value, cost basis and gross unrealized gains and losses of available-for-sale investments by major security type
are as follows:
(In millions)		Market Value		Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses
2014
Mutual Fund and Unit Trust Investments		$	8.7	$	6.5	$	2.2	$	—
2013
Mutual Fund and Unit Trust Investments		$	9.8	$	7.3	$	2.5	$	—
Auction Rate Securities			4.5		4.6		—		0.1
		$	14.3	$	11.9	$	2.5	$	0.1

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The following table provides a rollforward of the fair value, as determined by Level 3 inputs, of the contingent consideration.

(In millions)		2014		2013
Contingent Consideration
	Beginning Balance	$	5.1	$	20.1
	Acquisition		29.9		—
	Payments		(13.4)		(28.6)
	Change in fair value included in earnings		8.2		13.5
	Currency translation		(0.2)		0.1
	Ending Balance	$	29.6	$	5.1

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

				Fair Value – Assets					Fair Value – Liabilities
			December 31,			December 31,		December 31,			December 31,
(In millions)				2014		2013			2014		2013
Derivatives Designated as Hedging Instruments
	Interest rate swaps (a)			$	—	$	—		$	3.7	$	5.2
Derivatives Not Designated as Hedging Instruments
	Currency exchange contracts (b)				20.2		3.8			6.7		1.3
(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.

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance [Table Text Block]

			Gain (Loss) Recognized
(In millions)				2014		2013
Derivatives Designated as Fair Value Hedges
	Interest rate swaps - effective portion		$	4.2	$	0.2
	Interest rate swaps - ineffective portion			0.9		(1.4)
Derivatives Not Designated as Fair Value Hedges
	Currency exchange contracts
		Included in cost of revenues	$	14.7	$	2.7
		Included in other expense, net		129.9		(22.1)

Fair Value, by Balance Sheet Grouping [Table Text Block]

		The carrying value and fair value of the company’s notes receivable and debt obligations are as follows:
			December 31, 2014				December 31, 2013
			Carrying		Fair		Carrying		Fair
(In millions)			Value		Value		Value		Value
Notes Receivable			$	8.3	$	8.3	$	7.6	$	7.6
Debt Obligations:
	Senior notes		$	13,265.8	$	13,590.6	$	10,195.4	$	10,304.8
	Term loan			1,275.0		1,275.0		—		—
	Commercial paper			—		—		250.0		250.0
	Other			23.2		23.2		41.9		41.9
			$	14,564.0	$	14,888.8	$	10,487.3	$	10,596.7
		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.

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block]

		The carrying value and fair value of the company’s notes receivable and debt obligations are as follows:
			December 31, 2014				December 31, 2013
			Carrying		Fair		Carrying		Fair
(In millions)			Value		Value		Value		Value
Notes Receivable			$	8.3	$	8.3	$	7.6	$	7.6
Debt Obligations:
	Senior notes		$	13,265.8	$	13,590.6	$	10,195.4	$	10,304.8
	Term loan			1,275.0		1,275.0		—		—
	Commercial paper			—		—		250.0		250.0
	Other			23.2		23.2		41.9		41.9
			$	14,564.0	$	14,888.8	$	10,487.3	$	10,596.7
		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.

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Acquisitions and Dispositions (Policies)

12 Months Ended

Dec. 31, 2014

Acquisitions and Dispositions Disclosure

Business Combinations Policy [Policy Text Block]

The company’s acquisitions have historically been made at prices above the 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.

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Nature of Operations and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

Nature of Operations and Summary of Significant Accounting Policies [Abstract]

Principles of Consolidation [Policy Text Block]

Principles of Consolidation

The accompanying financial statements include the accounts of the company and its wholly and majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated. The company accounts for investments in businesses using the equity method when it has significant influence but not control (generally between 20% and 50% ownership) and is not the primary beneficiary.

Revenue Recognition [Policy Text Block]

Revenue is recognized after all significant obligations have been met, collectability is probable and title has passed, which typically occurs upon shipment or delivery or completion of services. If customer-specific acceptance criteria exist, the company recognizes revenue after demonstrating adherence to the acceptance criteria. The company recognizes revenue and related costs for arrangements with multiple deliverables, such as equipment and installation, as each element is delivered or completed based upon its relative fair value. When a portion of the customer’s payment is not due until installation or other deliverable occurs, the company defers that portion of the revenue until completion of installation or transfer of the deliverable. Provisions for discounts, warranties, rebates to customers, returns and other adjustments are provided for in the period the related sales are recorded. Sales taxes, value-added taxes and certain excise taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenue.

The company recognizes revenue from the sale of software. License fee revenues relate primarily to sales of perpetual licenses to end-users and are recognized when a formal agreement exists, the license fee is fixed and determinable, delivery of the software has occurred and collection is probable. Software arrangements with customers often include multiple elements, including software products, maintenance and support. The company recognizes software license fees based on the residual method after all elements have either been delivered or vendor specific objective evidence (VSOE) of fair value exists for such undelivered elements. In the event VSOE is not available for any undelivered element, revenue for all elements is deferred until delivery is completed. Revenues from software maintenance and support contracts are recognized on a straight-line basis over the term of the contract, which is generally a period of one year. VSOE of fair value of software maintenance and support is determined based on the price charged for the maintenance and support when sold separately. Revenues from training and consulting services are recognized as services are performed, based on VSOE, which is determined by reference to the price customers pay when the services are sold separately.

Royalty revenue is recognized when the amounts are earned and determinable during the applicable period based on historical activity. For those arrangements where royalties cannot be reasonably estimated, revenue is recognized upon the receipt of cash or royalty statements from licensees.

Service revenues represent the company’s service offerings including clinical trial logistics, asset management, diagnostic testing, training, service contracts, and field service including related time and materials. Service revenues are recognized as the service is performed. Revenues for service contracts are recognized ratably over the contract period.

The company records shipping and handling charges billed to customers in net sales and records shipping and handling costs in cost of product revenues for all periods presented.

Deferred revenue in the accompanying balance sheet consists primarily of unearned revenue on service contracts, which is recognized ratably over the terms of the contracts. Substantially all of the deferred revenue in the accompanying 2014 balance sheet will be recognized within one year.

Revenue Recognition, Software [Policy Text Block]

The company recognizes revenue from the sale of software. License fee revenues relate primarily to sales of perpetual licenses to end-users and are recognized when a formal agreement exists, the license fee is fixed and determinable, delivery of the software has occurred and collection is probable. Software arrangements with customers often include multiple elements, including software products, maintenance and support. The company recognizes software license fees based on the residual method after all elements have either been delivered or vendor specific objective evidence (VSOE) of fair value exists for such undelivered elements. In the event VSOE is not available for any undelivered element, revenue for all elements is deferred until delivery is completed. Revenues from software maintenance and support contracts are recognized on a straight-line basis over the term of the contract, which is generally a period of one year. VSOE of fair value of software maintenance and support is determined based on the price charged for the maintenance and support when sold separately. Revenues from training and consulting services are recognized as services are performed, based on VSOE, which is determined by reference to the price customers pay when the services are sold separately.

Revenue Recognition, Royalty Fees [Policy Text Block]

Royalty revenue is recognized when the amounts are earned and determinable during the applicable period based on historical activity. For those arrangements where royalties cannot be reasonably estimated, revenue is recognized upon the receipt of cash or royalty statements from licensees.

Revenue Recognition, Service Revenue [Policy Text Block]

Service revenues represent the company’s service offerings including clinical trial logistics, asset management, diagnostic testing, training, service contracts, and field service including related time and materials. Service revenues are recognized as the service is performed. Revenues for service contracts are recognized ratably over the contract period.

Accounts Receivables [Policy Text Block]

Accounts receivable are recorded at the invoiced amount and do not bear interest. The company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to pay amounts due. The allowance for doubtful accounts is the company’s best estimate of the amount of probable credit losses in existing accounts receivable. The company determines the allowance based on the age of the receivable, the creditworthiness of the customer and any other information that is relevant to the judgment. Account balances are charged off against the allowance when the company believes it is probable the receivable will not be recovered. The company does not have any off-balance-sheet credit exposure related to customers.

Shipping and Handling Charges [Policy Text Block]

The company records shipping and handling charges billed to customers in net sales and records shipping and handling costs in cost of product revenues for all periods presented.

Revenue Recognition, Deferred Revenue [Policy Text Block]

Deferred revenue in the accompanying balance sheet consists primarily of unearned revenue on service contracts, which is recognized ratably over the terms of the contracts. Substantially all of the deferred revenue in the accompanying 2014 balance sheet will be recognized within one year.

Warranty Obligations [Policy Text Block]

Warranty Obligations

The company provides for the estimated cost of standard product warranties, primarily from historical information, in cost of product revenues at the time product revenue is recognized. While the company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component supplies, the company’s warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure and supplier warranties on parts delivered to the company. Should actual product failure rates, utilization levels, material usage, service delivery costs or supplier warranties on parts differ from the company’s estimates, revisions to the estimated warranty liability would be required. The liability for warranties is included in other accrued expenses in the accompanying balance sheet. Extended warranty agreements are considered service contracts which are discussed above. Costs of service contracts are recognized as incurred.

Research and Development [Policy Text Block]

Research and Development

The company conducts research and development activities to increase its depth of capabilities in technologies, software and services. Research and development costs include employee compensation and benefits, consultants, facilities related costs, material costs, depreciation and travel. Research and development costs are expensed as incurred.

Income Taxes [Policy Text Block]

Income Taxes

The company recognizes deferred income taxes based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return.

The financial statements reflect expected future tax consequences of uncertain tax positions that the company has taken or expects to take on a tax return presuming the taxing authorities’ full knowledge of the positions and all relevant facts, but without discounting for the time value of money (Note 7).

Earnings Per Share [Policy Text Block]

Earnings per Share

Basic earnings per share has been computed by dividing net income by the weighted average number of shares outstanding during the year. Except where the result would be antidilutive to income from continuing operations, diluted earnings per share has been computed using the treasury stock method for the equity forward agreements and outstanding stock options and restricted units, as well as their related income tax effects (Note 8).

Cash and Cash Equivalents [Policy Text Block]

Cash and Cash Equivalents

Cash equivalents consists principally of money market funds, commercial paper and other marketable securities purchased with an original maturity of three months or less. These investments are carried at cost, which approximates market value.

Investments [Policy Text Block]

Investments

The company’s marketable equity and debt securities that are part of its cash management activities are considered short-term investments in the accompanying balance sheet. In addition, at December 31,2014 and 2013, the company owned $8.7 million and $14.3 million, respectively, of marketable equity and debt securities that represent less than 20% ownership and for which the company does not have the ability to exert significant influence. Such investments are included in other assets in the accompanying balance sheet and are considered available-for-sale. All available-for-sale securities are carried at fair market value, with the difference between cost and fair market value, net of related tax effects, recorded in the “accumulated other comprehensive items” component of shareholders’ equity (Notes 11 and 12).

Other investments for which there are not readily determinable market values are accounted for under the cost method of accounting. The company periodically evaluates the carrying value of its investments accounted for under the cost method of accounting, which provides that they are recorded at the lower of cost or estimated net realizable value.

Inventories [Policy Text Block]

Inventories

Inventories are valued at the lower of cost or market, cost being determined principally by the first-in, first-out (FIFO) method with certain of the company’s businesses utilizing the last-in, first-out (LIFO) method. The company periodically reviews quantities of inventories on hand and compares these amounts to the expected use of each product or product line. In addition, the company has certain inventory that is subject to fluctuating market pricing. The company assesses the carrying value of this inventory based on a lower of cost or market analysis. The company records a charge to cost of sales for the amount required to reduce the carrying value of inventory to net realizable value. Costs associated with the procurement of inventories, such as inbound freight charges, purchasing and receiving costs, and internal transfer costs, are included in cost of revenues in the accompanying statement of income.

Property, Plant and Equipment [Policy Text Block]

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. The costs of additions and improvements are capitalized, while maintenance and repairs are charged to expense as incurred. The company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the property as follows: buildings and improvements, 25 to 40 years; machinery and equipment (including software), 3 to 10 years; and leasehold improvements, the shorter of the term of the lease or the life of the asset. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and the resulting gain or loss is reflected in the accompanying statement of income.

Acquisition-related Intangible Assets [Policy Text Block]

Acquisition-related Intangible Assets

Acquisition-related intangible assets include the costs of acquired customer relationships, product technology, tradenames and other specifically identifiable intangible assets, and are being amortized using the straight-line method over their estimated useful lives, which range from 3 to 20 years. In addition, the company has tradenames and in-process research and development that have indefinite lives and which are not amortized. The company reviews intangible assets for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. Intangible assets with indefinite lives are reviewed for impairment annually or whenever events or changes in circumstances indicate they may be impaired.

Joint Ventures [Policy Text Block]

The company owns 49% - 50% non-controlling interests in two joint ventures and records its pro rata share of the joint ventures’ results in other expense, net, in the accompanying statement of income, using the equity method of accounting. The joint ventures were formed to combine the company’s capabilities with those of businesses contributed by the respective joint venture partners in the fields of integrated response technology services and disposable laboratory glass products. The results of the joint ventures were not material for any period presented.

Goodwill [Policy Text Block]

Goodwill

The company assesses the realizability of goodwill annually and whenever events or changes in circumstances indicate it may be impaired. Such events or circumstances generally include the occurrence of operating losses or a significant decline in earnings associated with one or more of the company’s reporting units. The company estimates the fair value of its reporting units by using forecasts of discounted future cash flows and peer market multiples. When an impairment is indicated, any excess of carrying value over the implied fair value of goodwill is recorded as an operating loss. The company completed annual tests for impairment at October 31, 2014 and November 1, 2013, and determined that goodwill was not impaired.

Asset Retirement Obligations [Policy Text Block]

Asset Retirement Obligations

The company reviews legal obligations associated with the retirement of long-lived assets that result from contractual obligations or the acquisition, construction, development and/or normal use of the assets. If it is determined that a legal obligation exists, regardless of whether the obligation is conditional on a future event, the fair value of the liability for an asset retirement obligation is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset, and this additional carrying amount is depreciated over the life of the asset. The difference between the gross expected future cash outflow and its present value is accreted over the life of the related lease as interest expense.

Loss Contingencies [Policy Text Block]

Loss Contingencies

Accruals are recorded for various contingencies, including legal proceedings, environmental, workers’ compensation, product, general and auto liabilities, self-insurance and other claims that arise in the normal course of business. The accruals are based on management’s judgment, historical claims experience, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuarial estimates. Additionally, the company records receivables from third-party insurers up to the amount of the loss when recovery has been determined to be probable. Liabilities acquired in acquisitions have been recorded at fair value and, as such, were discounted to present value at the dates of acquisition.

Advertising [Policy Text Block]

The company records advertising costs as expenses as incurred, except for certain direct-response advertising, which is capitalized and amortized on a straight-line basis over its expected period of future benefit, generally one to three years. Direct-response advertising consists of external catalog production and mailing costs, and amortization of these costs begins on the date the catalogs are first mailed.

Currency Translation [Policy Text Block]

Currency Translation

All assets and liabilities of the company’s non-U.S. subsidiaries are translated at year-end exchange rates. Resulting translation adjustments are reflected in the “accumulated other comprehensive items” component of shareholders’ equity. Revenues and expenses are translated at average exchange rates for the year.

Derivative Contracts [Policy Text Block]

Derivative Contracts

The company is exposed to certain risks relating to its ongoing business operations including changes to interest rates, currency exchange rates and commodity prices. The company uses derivative instruments primarily to manage currency exchange and interest rate risks. The company recognizes derivative instruments as either assets or liabilities and measures those instruments at fair value. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Derivatives that are not designated as hedges are recorded at fair value through earnings.

The company uses short-term forward and option currencyexchange contracts primarily to hedge certain balance sheet and operational exposures resulting from changes in currency exchange rates, predominantly intercompany loans and cash balances that are denominated in currencies other than the functional currencies of the respective operations. These contracts principally hedge transactions denominated in euro, British pounds sterling,Japanese yen, Norwegian kroner, and Swedish kronor. The company does not hold or engage in transactions involving derivative instruments for purposes other than risk management. As of December 31,2014, the company had no outstanding foreign exchange contracts that were hedging anticipated purchases or sales.

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 2.00% Senior Notes, due 2025, 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.

Cash flow hedges. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. As of December 31,2014, the company had no outstanding derivative contracts that were accounted for as cash flow hedges.

Fair value hedges. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in earnings. During 2011 and 2013, in connection with new debt issuances, the company entered into interest rate swap arrangements. The company includes the gain or loss on the hedged items (fixed-rate debt) in the same line item (interest expense) as the offsetting effective portion of the loss or gain on the related interest rate swaps.

Use of Estimates [Policy Text Block]

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.

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Acquisition Pro Forma Results (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition, Pro Forma Information [Abstract]
Revenues	$ 17,169,200,000	$ 16,831,400,000
Income from Continuing Operations	2,203,200,000	1,008,400,000
Net Income	2,202,100,000	1,002,600,000
Earnings per Share from Continuing Operations:
Basic (in dollars per share)	$ 5.52	$ 2.55
Diluted (in dollars per share)	$ 5.46	$ 2.53
Earnings per Share:
Basic (in dollars per share)	$ 5.51	$ 2.54
Diluted (in dollars per share)	$ 5.46	$ 2.51
Life Technologies Corporation [Member]
Business Acquisition [Line Items]
Revenue of Acquiree(s) since date of acquisition	3,610,000,000
Non-recurring Pro Forma Adjustments, Deferred Revenue
Business Acquisition, Pro Forma Information [Abstract]
Revenues	(8,100,000)	(23,900,000)
Non-recurring Pro Forma Adjustments, Fair Value Adjustment to Inventories
Business Acquisition, Pro Forma Information [Abstract]
Income from Continuing Operations		(301,400,000)
Non-recurring Pro Forma Adjustments, Transaction Costs
Business Acquisition, Pro Forma Information [Abstract]
Income from Continuing Operations		(231,400,000)
Non-recurring Pro Forma Adjustments, Monetized Equity Awards
Business Acquisition, Pro Forma Information [Abstract]
Income from Continuing Operations		(91,700,000)
Non-recurring Pro Forma Adjustments, Conform Accounting Policies
Business Acquisition, Pro Forma Information [Abstract]
Income from Continuing Operations		$ (37,600,000)

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Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2014

Supplemental Cash Flow Information [Abstract]

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

(In millions)			2014		2013		2012
Cash Paid (Refunded) For:
	Interest		$	435.9	$	215.1	$	230.0
	Income Taxes - Continuing Operations		$	586.3	$	230.0	$	331.1
	Income Taxes - Discontinued Operations		$	(0.6)	$	(3.7)	$	(44.0)
Non-cash Activities
	Fair value of assets of acquired businesses		$	19,623.9	$	—	$	1,172.0
	Cash paid for acquired businesses			(13,534.6)		—		(1,086.6)
	Liabilities assumed of acquired businesses		$	6,089.3	$	—	$	85.4
	Fair value of available-for-sale investments contributed to defined
		benefit plans	$	—	$	27.1	$	—
	Declared but unpaid dividends		$	61.9	$	55.8	$	54.7
	Issuance of stock upon vesting of restricted stock units		$	110.0	$	64.2	$	29.3

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Stockbased Compensation Expense (Policies)

12 Months Ended

Dec. 31, 2014

Stock-based Compensation Expense Disclosure [Abstract]

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

The company has stock-based compensation plans for its key employees, directors and others. These plans permit the grant of a variety of stock and stock-based awards, including restricted stock units, stock options or performance-based shares, as determined by the compensation committee of the company’s Board of Directors or, for certain non-officer grants, by the company’s employee equity committee, which consists of its chief executive officer. The company generally issues new shares of its common stock to satisfy option exercises and restricted unit vestings. Grants of stock options and restricted units generally provide that in the event of both a change in control of the company and a qualifying termination of an option or unit holder’s employment, all options and service-based restricted unit awards held by the recipient become immediately vested (unless an employment or other agreement with the employee provides for different treatment).

Compensation cost is based on the grant-date fair value and is recognized ratably over the requisite vesting period or to the date based on qualifying retirement eligibility, if earlier.

The company has elected to recognize any excess income tax benefits from stock option exercises in capital in excess of par value only if an incremental income tax benefit would be realized after considering all other tax attributes presently available to the company. The company measures the tax benefit associated with excess tax deductions related to stock-based compensation expense by multiplying the excess tax deductions by the statutory tax rates. The company uses the incremental tax benefit approach for utilization of tax attributes. Tax benefits recognized in capital in excess of par value on the accompanying balance sheet were $65.4 million, $46.6 million and $18.7 million, respectively, in 2014, 2013 and 2012.

Stock Options

The company’s practice is to grant stock options at fair market value. Options vest over 3-5 years with terms of 7-10 years, assuming continued employment with certain exceptions. Vesting of the option awards is contingent upon meeting certain service conditions.The fair value of most option grants is estimated using the Black-Scholes option pricing model. For option grants that require the achievement of both service and market conditions, a lattice model is used to estimate fair value. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the historical volatility of the company’s stock. Historical data on exercise patterns is the basis for estimating the expected life of an option. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term which approximates the expected life assumed at the date of grant. The expected annual dividend rate was calculated by dividing the company’s annual dividend, based on the most recent quarterly dividend rate, by the closing stock price on the grant date. The compensation expense recognized for all stock-based awards is net of estimated forfeitures. Forfeitures are estimated based on an analysis of actual option forfeitures.

Restricted Share/Unit Awards

Awards of restricted units convert into an equivalent number of shares of common stock. The awards generally vest over 3-4 years, assuming continued employment, with some exceptions. Vesting of the awards is contingent upon meeting certain service conditions and may also be contingent upon meeting certain performance and/or market conditions. The fair market value of the award at the time of the grant is amortized to expense over the requisite service period of the award, which is generally the vesting period. Recipients of restricted units have no voting rights but are entitled to accrue dividend equivalents. The fair value of service- and performance-based restricted unit awards is determined based on the number of units granted and the market value of the company’s shares on the grant date. For awards with market-based vesting conditions, the company uses a lattice model to estimate the grant-date fair value of the award.

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Pension and Other Postretirement Benefit Plans (Policies)

12 Months Ended

Dec. 31, 2014

General Discussion of Pension and Other Postretirement Benefits [Abstract]

Pension and Other Postretirement Plans, Policy [Policy Text Block]

401(k) Savings Plan and Other Defined Contribution Plans

The company’s 401(k) savings and other defined contribution plans cover the majority of the company’s eligible U.S. and certain non-U.S. employees. Contributions to the plans are made by both the employee and the company. Company contributions are based on the level of employee contributions. Company contributions to these plans are based on formulas determined by the company.

Defined Benefit Pension 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.

The company recognizes the funded status of defined benefit pension and other postretirement benefit plans as an asset or liability. This amount is defined as the difference between the fair value of plan assets and the benefit obligation. The company is required to recognize as a component of other comprehensive income, net of tax, the actuarial gains/losses and prior service costs/credits that arise but were not previously required to be recognized as components of net periodic benefit cost. Other comprehensive income is adjusted as these amounts are later recognized in income as components of net periodic benefit cost.

When a company with a pension plan is acquired, any excess of projected benefit obligation over the plan assets is recognized as a liability and any excess of plan assets over the projected benefit obligation is recognized as an asset. The recognition of a new liability or a new asset results in the elimination of (a) previously existing unrecognized net gain or loss and (b) unrecognized prior service cost or credits.

The company funds annually, at a minimum, the statutorily required minimum amount as actuarially determined.

The discount rate reflects the rate the company would have to pay to purchase high-quality investments that would provide cash sufficient to settle its current pension obligations. The discount rate is determined based on a range of factors, including the rates of return on high-quality, fixed-income corporate bonds and the related expected duration of the obligations or, in certain instances, the company has used a hypothetical portfolio of high quality instruments with maturities that mirror the benefit obligation in order to accurately estimate the discount rate relevant to a particular plan.

The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the projected benefit obligations. In determining the expected long-term rate of return on plan assets, the company considers the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance. In addition, the company may consult with and consider the opinions of financial and other professionals in developing appropriate return benchmarks.

Asset management objectives include maintaining an adequate level of diversification to reduce interest rate and market risk and providing adequate liquidity to meet immediate and future benefit payment requirements.

The expected rate of compensation increase reflects the long-term average rate of salary increases and is based on historic salary increase experience and management’s expectations of future salary increases.

Expected benefit payments are estimated using the same assumptions used in determining the company’s benefit obligation at December 31, 2014. Benefit payments will depend on future employment and compensation levels, average years employed and average life spans, among other factors, and changes in any of these factors could significantly affect these estimated future benefit payments.

Domestic Pension Plan Assets

The company’s overall objective is to manage the assets in a liability framework where investments are selected that are expected to have similar changes in fair value as the related liabilities will have upon changes in interest rates. The company invests in a portfolio of both return-seeking and liability-hedging assets, primarily through the use of institutional collective funds, to achieve long-term growth and to insulate the funded position from interest rate volatility. The strategic asset allocation uses a combination of risk controlled and index strategies in fixed income and global equities. The company also has a small portfolio (comprising less than 1% of invested assets) of private equity investments. The target allocations for the remaining investments are approximately 28% to funds investing in U.S. equities, including a sub-allocation of approximately 2% to real estate-related equities, approximately 24% to funds investing in international equities and approximately 47% to funds investing in fixed income securities. The portfolio maintains enough liquidity at all times to meet the near-term benefit payments.

Non-U.S. Pension Plan Assets

The company maintains specific plan assets for many of the individual pension plans outside the U.S. The investment strategy of each plan has been uniquely established based on the country specific standards and characteristics of the plans. Several of the plans have contracts with insurance companies whereby the market risks of the benefit obligations are borne by the insurance companies. When assets are held directly in investments, generally the objective is to invest in a portfolio of diversified assets with a variety of fund managers. For plans not currently managing the assets in a liability framework, the investments are substantially limited to funds investing in global equities and fixed income securities with the target asset allocations ranging from approximately 35% - 70% for equities and 30% - 65% for fixed income securities. For plans managing the assets in a liability framework, the investments also include hedge funds, multi-asset funds and derivative funds with the target asset allocations ranging from approximately 3% - 10% for equities, 45% - 65% for fixed income, 10% - 20% for hedge funds, 4% - 5% for multi-asset funds and 18% - 22% for funds holding derivatives. The derivatives held by the funds are primarily interest rate swaps intended to match the movements in the plan liabilities as well as equity futures in a synthetic equity fund which provide targeted exposure to equity markets without the fund holding individual equity positions. Each plan maintains enough liquidity at all times to meet the near-term benefit payments.

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Consolidated Statement of Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Operating Activities
Net income	$ 1,894.4	$ 1,273.3	$ 1,177.9
Loss from discontinued operations	1.1	0.7	19.2
Loss on disposal of discontinued operations	0	5.1	61.3
Income from continuing operations	1,895.5	1,279.1	1,258.4
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization	1,684.8	999.9	983.7
Change in deferred income taxes	(621.8)	(472.8)	(301.6)
Net gains on sale of businesses	(895.4)	0	0
Non-cash stock-based compensation	117.1	90.9	78.2
Tax benefits from stock-based compensation awards	(65.6)	(48.8)	(22.7)
Non-cash charges for sale of inventories revalued at the date of acquisition	303.4	23.9	52.4
Other non-cash expenses, net	38.0	22.7	53.8
Changes in assets and liabilities, excluding the effects of acquisitions and dispositions:
Accounts receivable	(145.4)	(147.9)	12.0
Inventories	(109.8)	(72.2)	(59.9)
Other assets	163.1	168.7	(100.3)
Accounts payable	1.2	47.0	10.0
Other liabilities	308.4	163.3	127.2
Contributions to retirement plans	(49.6)	(38.2)	(23.3)
Net cash provided by continuing operations	2,623.9	2,015.6	2,067.9
Net cash used in discontinued operations	(4.3)	(4.9)	(28.4)
Net cash provided by operating activities	2,619.6	2,010.7	2,039.5
Investing Activities
Acquisitions, net of cash acquired	(13,060.1)	(11.4)	(1,083.4)
Proceeds from sale of businesses, net of cash divested	1,521.8	0	0
Purchase of property, plant and equipment	(427.6)	(282.4)	(315.1)
Proceeds from sale of property, plant and equipment	49.3	20.7	12.8
Proceeds from sale of investments	88.6	7.6	1.9
Decrease (increase) in restricted cash	48.6	4.0	(45.1)
Other investing activities, net	(3.3)	(1.8)	(0.8)
Net cash used in investing activities	(11,782.7)	(263.3)	(1,429.7)
Net cash provided by discontinued operations	0	0	58.8
Net cash used in investing activities	(11,782.7)	(263.3)	(1,370.9)
Financing Activities
Net proceeds from issuance of long-term debt	6,592.3	3,167.8	1,282.1
(Decrease) increase in commercial paper, net	(249.9)	199.9	(849.3)
Repayment of long-term obligations	(4,429.4)	(1.0)	(354.5)
(Decrease) increase in short-term notes payable	(36.6)	(12.0)	24.0
Purchases of company common stock	0	(89.8)	(1,150.0)
Dividends paid	(234.8)	(216.2)	(142.2)
Net proceeds from issuance of company common stock	2,942.0	0	0
Net proceeds from issuance of company common stock under employee stock plans	155.4	230.4	254.1
Tax benefits from stock-based compensation awards	65.6	48.8	22.7
Other financing activities, net	(8.5)	(17.9)	(4.6)
Net cash provided by (used in) financing activities	4,796.1	3,310.0	(917.7)
Exchange Rate Effect on Cash	(115.5)	(37.0)	38.4
(Decrease) Increase in Cash and Cash Equivalents	(4,482.5)	5,020.4	(210.7)
Cash and Cash Equivalents at Beginning of Period	5,826.0	805.6	1,016.3
Cash and Cash Equivalents at End of Period	$ 1,343.5	$ 5,826.0	$ 805.6

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Nature of Operations and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2014

Nature of Operations and Summary of Significant Accounting Policies [Abstract]

Warranty Obligations [Table Text Block]

			Year Ended
		December 31,			December 31,
(In millions)			2014			2013
Beginning Balance			$	49.8		$	48.7
	Provision charged to income			80.6			70.7
	Usage			(78.4)			(70.9)
	Acquisitions			7.1			—
	Adjustments to previously provided warranties, net			1.0			1.0
	Currency translation			(2.6)			0.3
Ending Balance			$	57.5		$	49.8

Inventories [Table Text Block]

	December 31,			December 31,
(In millions)			2014	2013
Raw Materials		$	441.6	$	347.4
Work in Process			207.6		157.7
Finished Goods			1,210.3		989.4
Inventories		$	1,859.5	$	1,494.5

Property, Plant and Equipment [Table Text Block]

	December 31,			December 31,
(In millions)			2014	2013
Land		$	281.8	$	212.2
Buildings and Improvements			955.1		821.0
Machinery, Equipment and Leasehold Improvements			2,632.0		2,047.9
Property, Plant and Equipment, at Cost			3,868.9		3,081.1
Less: Accumulated Depreciation and Amortization			1,442.4		1,313.7
Property, Plant and Equipment, at Cost, Net		$	2,426.5	$	1,767.4

Finite-Lived Acquisition-related Intangible Assets [Table Text Block]

		December 31, 2014							December 31, 2013
				Accumulated							Accumulated
(In millions)		Gross			Amortization		Net		Gross			Amortization		Net
Definite Lived:
	Customer relationships	$	11,866.8		$	(3,340.6)	$	8,526.2	$	6,738.2		$	(2,771.2)	$	3,967.0
	Product technology		4,898.1			(1,501.3)		3,396.8		2,530.8			(1,187.0)		1,343.8
	Tradenames		1,333.0			(448.7)		884.3		816.0			(395.4)		420.6
	Other		34.2			(33.3)		0.9		36.8			(34.6)		2.2
			18,132.1			(5,323.9)		12,808.2		10,121.8			(4,388.2)		5,733.6
Indefinite Lived:
	Tradenames		1,234.8			—		1,234.8		1,326.9			—		1,326.9
	In-process research and development		67.1			—		67.1		10.8			—		10.8
			1,301.9			—		1,301.9		1,337.7			—		1,337.7
Acquisition-related Intangible Assets		$	19,434.0		$	(5,323.9)	$	14,110.1	$	11,459.5		$	(4,388.2)	$	7,071.3

Indefinite-lived Acquisition-related Intangible Assets [Table Text Block]

		December 31, 2014							December 31, 2013
				Accumulated							Accumulated
(In millions)		Gross			Amortization		Net		Gross			Amortization		Net
Definite Lived:
	Customer relationships	$	11,866.8		$	(3,340.6)	$	8,526.2	$	6,738.2		$	(2,771.2)	$	3,967.0
	Product technology		4,898.1			(1,501.3)		3,396.8		2,530.8			(1,187.0)		1,343.8
	Tradenames		1,333.0			(448.7)		884.3		816.0			(395.4)		420.6
	Other		34.2			(33.3)		0.9		36.8			(34.6)		2.2
			18,132.1			(5,323.9)		12,808.2		10,121.8			(4,388.2)		5,733.6
Indefinite Lived:
	Tradenames		1,234.8			—		1,234.8		1,326.9			—		1,326.9
	In-process research and development		67.1			—		67.1		10.8			—		10.8
			1,301.9			—		1,301.9		1,337.7			—		1,337.7
Acquisition-related Intangible Assets		$	19,434.0		$	(5,323.9)	$	14,110.1	$	11,459.5		$	(4,388.2)	$	7,071.3

Finite-Lived Acquisition-related Intangible Assets, Future Amortization Expense [Table Text Block]

		The estimated future amortization expense of acquisition-related intangible assets with definite lives is as
follows:
(In millions)
	2015		$	1,321.5
	2016			1,293.0
	2017			1,270.5
	2018			1,231.7
	2019			1,210.8
	2020 and thereafter			6,480.7
	Estimated Future Amortization Expense of Definite-lived Intangible Assets		$	12,808.2

Goodwill [Table Text Block]

(In millions)		Life Sciences Solutions		Analytical Instruments		Specialty Diagnostics		Laboratory Products and Services		Total
Balance at December 31, 2012		$	285.5	$	2,759.0	$	4,229.2	$	5,200.8	$	12,474.5
	Finalization of purchase price allocations for 2012 acquisitions		—		(0.1)		0.5		—		0.4
	Currency translation		6.9		3.7		28.3		(6.4)		32.5
	Other		—		(1.2)		0.1		(3.0)		(4.1)
Balance at December 31, 2013			292.4		2,761.4		4,258.1		5,191.4		12,503.3
	Acquisitions		7,179.5		—		—		—		7,179.5
	Sale of businesses		(122.0)		—		(13.6)		(206.5)		(342.1)
	Currency translation		(105.0)		(31.0)		(347.2)		(13.9)		(497.1)
	Other		0.4		(0.6)		2.3		(3.1)		(1.0)
Balance at December 31, 2014		$	7,245.3	$	2,729.8	$	3,899.6	$	4,967.9	$	18,842.6

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Interest Rate Swap Arrangements (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			1 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Debt Instrument [Line Items]
Notional Amount Of Derivatives	$ 3,740.0	$ 2,030.0		2,030.0
Change in fair value of cash flow hedges, net of tax	0	5.8	0
Senior Notes 1.30% Due 2017 [Member] | Interest Rate Swaps [Member]
Debt Instrument [Line Items]
Notional Amount Of Derivatives	900.0
Interest Rate Swap, Spread above One-month LIBOR	0.6616%
Interest Rate Swap, Variable Rate at Period End	0.8166%
Fixed Interest Rate	1.30%
Senior Notes 4.15% Due 2024 [Member]
Debt Instrument [Line Items]
Debt Instrument, Term				10 years
Senior Notes 4.15% Due 2024 [Member] | Interest Rate Swaps [Member]
Debt Instrument [Line Items]
Cash received upon termination of interest rate swaps				11
Notional Amount Of Derivatives		700.0		700.0
Change in fair value of cash flow hedges, net of tax				6.0
Ineffective Portion of Gain (Loss) Recognized				1.0

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Debt and Other Financing Arrangements (Tables)

12 Months Ended

Dec. 31, 2014

Debt And Other Financing Arrangements Disclosure [Abstract]

Schedule of Debt [Table Text Block]

		Effective
		Interest Rate at
		December 31,	December 31,			December 31,
(Dollars in millions)		2014		2014		2013
Commercial Paper				$	—	$	250.0
Term Loan		1.63%			1,275.0		—
2.05% 3-Year Senior Notes, Due 2/21/2014					—		300.0
3.25% 5-Year Senior Notes, Due 11/20/2014					—		400.0
4.40% 5-Year Senior Notes, Due 3/1/2015		0.56%			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		5.12%			250.0		250.0
3.50% 5-Year Senior Notes, Due 1/15/2016		1.04%			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		1.00%			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		—
4.70% 10-Year Senior Notes, Due 5/1/2020		4.70%			300.0		300.0
5.00% 10-Year Senior Notes, Due 1/15/2021		3.25%			400.0		—
4.50% 10-Year Senior Notes, Due 3/1/2021		4.58%			1,000.0		1,000.0
3.60% 10-Year Senior Notes, Due 8/15/2021		4.29%			1,100.0		1,100.0
3.30% 7-Year Senior Notes, Due 2/15/2022		3.30%			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%			774.3		—
5.30% 30-Year Senior Notes, Due 2/1/2044		5.30%			400.0		400.0
Other					23.2		41.9
Total Borrowings at Par Value					14,422.5		10,491.9
	Fair Value Hedge Accounting Adjustments				(0.5)		12.9
	Unamortized Premium (Discount), Net				142.0		(17.5)
Total Borrowings at Carrying Value					14,564.0		10,487.3
	Less: Short-term Obligations and Current Maturities				2,212.4		987.7
Long-term Obligations				$	12,351.6	$	9,499.6

Schedule of Maturities of Long-term Debt [Table Text Block]

	The annual repayment requirements for debt obligations are as follows:
(In millions)
2015		$	2,206.8
2016			2,578.5
2017			902.2
2018			502.3
2019			901.9
2020 and thereafter			7,330.8
		$	14,422.5

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Acquisition-related Intangible Assets, Future Amortization Expense (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Definite-Lived Intangible Assets, Future Amortization Expense [Abstract]
2015	$ 1,321.5
2016	1,293.0
2017	1,270.5
2018	1,231.7
2019	1,210.8
2020 and thereafter	6,480.7
Definite-Lived Intangible Assets, Net	$ 12,808.2	$ 5,733.6

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Pensions Healthcare Costs (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract]
Effect Of One Percentage Point Increase On Service And Interest Cost Components	$ 0.4
Effect Of One Percentage Point Decrease On Service And Interest Cost Components	(0.4)
Effect Of One Percentage Point Increase On Healthcare Benefit Obligation	7.3
Effect Of One Percentage Point Decrease On Healthcare Benefit Obligation	$ (5.7)

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Consolidated Balance Sheet (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Current Assets:
Cash and cash equivalents	$ 1,343.5	$ 5,826.0
Short-term investments	8.5	4.5
Accounts receivable, less allowances of $74.1 and $54.1	2,473.6	1,942.3
Inventories	1,859.5	1,494.5
Deferred tax assets	303.3	192.5
Other current assets	551.4	420.9
Total current assets	6,539.8	9,880.7
Property, Plant and Equipment, at Cost, Net	2,426.5	1,767.4
Acquisition-related Intangible Assets, Net	14,110.1	7,071.3
Other Assets	933.1	640.7
Goodwill	18,842.6	12,503.3
Total Assets	42,852.1	31,863.4
Current Liabilities:
Short-term obligations and current maturities of long-term obligations	2,212.4	987.7
Accounts payable	820.7	691.5
Accrued payroll and employee benefits	668.9	432.0
Accrued income taxes	165.1	0
Deferred revenue	311.9	198.9
Other accrued expenses	1,170.8	815.9
Total current liabilities	5,349.8	3,126.0
Deferred Income Taxes	3,430.7	1,609.9
Other Long-term Liabilities	1,171.9	771.8
Long-term Obligations	12,351.6	9,499.6
Commitments and Contingencies
Shareholders' Equity:
Preferred stock, $100 par value, 50,000 shares authorized; none issued
Common stock, $1 par value, 1,200,000,000 shares authorized; 408,461,670 and 369,598,265 shares issued	408.5	369.6
Capital in excess of par value	11,473.6	8,222.6
Retained earnings	10,406.9	8,753.3
Treasury stock at cost, 7,991,782 and 7,636,887 shares	(455.9)	(412.2)
Accumulated other comprehensive items	(1,285.0)	(77.2)
Total shareholders' equity	20,548.1	16,856.1
Total Liabilities & Shareholders' Equity	$ 42,852.1	$ 31,863.4

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Restructuring and Other Costs (Income), Net (Tables)

12 Months Ended

Dec. 31, 2014

Restructuring And Other Costs, Net Disclosure

Schedule of Restructuring and Related Costs [Table Text Block]

2014

During 2014, the company recorded net restructuring and other costs (income) by segment as follows:

(In millions)	Cost of Revenues		Selling, General and Administrative Expenses		Restructuring and Other Costs (Income), Net		Total
Life Sciences Solutions	$	327.3	$	122.5	$	(516.4)	$	(66.6)
Analytical Instruments		(0.8)		0.9		2.5		2.6
Specialty Diagnostics		0.9		1.5		17.7		20.1
Laboratory Products and Services		0.2		—		(121.0)		(120.8)
Corporate		—		5.8		19.0		24.8
	$	327.6	$	130.7	$	(598.2)	$	(139.9)

During 2013, the company recorded net restructuring and other costs as follows:

(In millions)	Cost of Revenues		Selling, General and Administrative Expenses		Restructuring and Other Costs, Net		Total
Life Sciences Solutions	$	—	$	51.7	$	4.4	$	56.1
Analytical Instruments		2.9		0.6		20.9		24.4
Specialty Diagnostics		24.9		12.9		24.2		62.0
Laboratory Products and Services		0.8		—		25.2		26.0
Corporate		—		8.3		3.0		11.3
	$	28.6	$	73.5	$	77.7	$	179.8

During 2012, the company recorded net restructuring and other costs as follows:

(In millions)	Cost of Revenues		Selling, General and Administrative Expenses		Restructuring and Other Costs, Net		Total
Life Sciences Solutions	$	0.7	$	—	$	7.8	$	8.5
Analytical Instruments		0.4		(0.1)		32.8		33.1
Specialty Diagnostics		52.8		13.7		15.0		81.5
Laboratory Products and Services		1.7		(0.9)		25.5		26.3
Corporate		—		(0.2)		1.0		0.8
	$	55.6	$	12.5	$	82.1	$	150.2

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

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.

				Abandonment
(In millions)		Severance			of Excess Facilities		Other (a)		Total
Pre-2013 Restructuring Plans
	Balance At December 31, 2011	$	17.8		$	7.2	$	2.6	$	27.6
	Costs incurred in 2012 (c)		46.3			13.3		9.2		68.8
	Reserves reversed (b)		(1.6)			—		(0.6)		(2.2)
	Payments		(42.8)			(12.3)		(8.4)		(63.5)
	Currency translation		0.3			0.1		—		0.4
	Balance At December 31, 2012		20.0			8.3		2.8		31.1
	Costs incurred in 2013		9.4			7.1		3.1		19.6
	Reserves reversed (b)		(2.6)			(0.1)		(0.3)		(3.0)
	Payments		(20.3)			(7.3)		(5.3)		(32.9)
	Currency translation		0.1			—		—		0.1
	Balance At December 31, 2013		6.6			8.0		0.3		14.9
	Costs incurred in 2014 (d)		0.5			2.4		—		2.9
	Reserves reversed (b)		(1.8)			(0.1)		(0.1)		(2.0)
	Payments		(3.3)			(4.1)		(0.1)		(7.5)
	Currency translation		(0.3)			0.4		—		0.1
	Balance At December 31, 2014	$	1.7		$	6.6	$	0.1	$	8.4
2013 Restructuring Plans
	Costs incurred in 2013	$	48.3		$	3.2	$	9.9	$	61.4
	Payments		(26.7)			(1.8)		(7.7)		(36.2)
	Currency translation		0.4			—		—		0.4
	Balance At December 31, 2013		22.0			1.4		2.2		25.6
	Costs incurred in 2014 (d)		6.7			1.7		10.4		18.8
	Reserves reversed (b)		(3.7)			—		(0.1)		(3.8)
	Payments		(20.0)			(2.2)		(10.2)		(32.4)
	Currency translation		(0.5)			—		(0.6)		(1.1)
	Balance At December 31, 2014	$	4.5		$	0.9	$	1.7	$	7.1
2014 Restructuring Plans
	Costs incurred in 2014 (d)	$	133.6		$	6.4	$	92.0	$	232.0
	Payments		(100.8)			(4.1)		(87.8)		(192.7)
	Currency translation		(1.3)			—		(0.1)		(1.4)
	Balance At December 31, 2014	$	31.5		$	2.3	$	4.1	$	37.9

(a)Other includes cash charges to monetize certain equity awards held by employees of Life Technologies at the date of acquisition, 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 an aggregate of $15 million of non-cash charges, net, which are detailed by segment above.

(d) Excludes a $895.4 million net gain on the sale of businesses, principally the company’s sera and media, gene modulation and magnetic beads businesses and the Cole-Parmer business; $19.6 million of cash compensation to monetize certain equity awards held by Life Technologies’ employees at the date of acquisition that was paid by Life Technologies prior to the acquisition; $9.3 million of provision for losses on pre-acquisition litigation-related matters of Life Technologies; and an aggregate of $19.9 million of non-cash charges, net.

The company expects to pay accrued restructuring costs as follows: severance, employee-retention obligations and other costs, primarily through 2015; and abandoned-facility payments, over lease terms expiring through 2020.

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Subsequent Events (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended		1 Months Ended
	Dec. 31, 2014	Dec. 31, 2012	Feb. 26, 2015	Dec. 31, 2013
Acquisition
Estimated Aggregate Purchase Price	$ 13,534.6	$ 1,086.6
Cash Flow Hedge Arrangements
Notional Amount Of Derivatives	3,740.0			2,030.0
Interest Rate Swap Arrangements
Notional Amount Of Derivatives	3,740.0			2,030.0
Derivatives Designated as Cash Flow Hedges [Member]
Cash Flow Hedge Arrangements
Notional Amount Of Derivatives	0
Interest Rate Swap Arrangements
Notional Amount Of Derivatives	0
Subsequent Event [Member] | 4.70% 10-Year Senior Notes, Due 5/1/2020 [Member]
Cash Flow Hedge Arrangements
Notional Amount Of Derivatives			300.0
Interest Rate Swap Arrangements
Notional Amount Of Derivatives			300.0
Interest Rate Swap, Spread above One-month LIBOR			3.156%
Interest Rate Swap, Variable Rate at Period End			3.32729%
Fixed Interest Rate			4.70%
Subsequent Event [Member] | 4.50% 10-Year Senior Notes, Due 3/1/2021 [Member]
Cash Flow Hedge Arrangements
Notional Amount Of Derivatives			1,000.0
Interest Rate Swap Arrangements
Notional Amount Of Derivatives			1,000.0
Interest Rate Swap, Spread above One-month LIBOR			2.868%
Interest Rate Swap, Variable Rate at Period End			3.03929%
Fixed Interest Rate			4.50%
Subsequent Event [Member] | 3.60% 10-Year Senior Notes, Due 8/15/2021 [Member]
Cash Flow Hedge Arrangements
Notional Amount Of Derivatives			1,100.0
Interest Rate Swap Arrangements
Notional Amount Of Derivatives			1,100.0
Interest Rate Swap, Spread above One-month LIBOR			1.937%
Interest Rate Swap, Variable Rate at Period End			2.11%
Fixed Interest Rate			3.60%
Subsequent Event [Member] | Derivatives Designated as Cash Flow Hedges [Member]
Cash Flow Hedge Arrangements
Debt Instrument, Term			10 years
Notional Amount Of Derivatives			1,000.0
Interest Rate Swap Arrangements
Notional Amount Of Derivatives			1,000.0
Subsequent Event [Member] | Advanced Scientifics, Inc. [Member]
Acquisition
Estimated Aggregate Purchase Price			300.0
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period	$ 80

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Consolidated Statement of Comprehensive Income (Loss) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Comprehensive Income
Net income	$ 1,894.4	$ 1,273.3	$ 1,177.9
Other Comprehensive Items:
Currency translation adjustment	(1,182.6)	24.6	293.7
Unrealized gains on available-for-sale investments:
Unrealized holding gains arising during the period (net of tax provision of $0.1, $0.5 and $0.1)	1.7	1.6	0.7
Reclassification adjustment for gains included in net income (net of tax provision of $0.2 and $2.5)	(1.7)	(8.0)	0
Unrealized gains and losses on hedging instruments:
Unrealized gain on hedging instruments (net of tax provision of $3.6)	0	5.8	0
Reclassification adjustment for losses included in net income (net of tax benefit of $1.8, $2.2 and $2.0)	3.0	3.2	3.3
Pension and other postretirement benefit liability adjustment:
Pension and other postretirement benefit liability adjustments arising during the period (net of tax provision (benefit) of ($26.5), $20.3 and ($20.8))	(52.2)	38.2	(53.0)
Amortization of net loss and prior service benefit included in net periodic pension cost (net of tax benefit of $13.3, $3.6 and $2.4)	24.0	7.8	4.4
Total other comprehensive items	(1,207.8)	73.2	249.1
Comprehensive Income	$ 686.6	$ 1,346.5	$ 1,427.0

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Discontinued Operations (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Discontinued Operation, Amount of Adjustment to Prior Period Gain (Loss) on Disposal, Net of Tax	$ (4.2)	$ 2.0
Laboratory Workstations Business [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues		147.1
Pre-tax Income (Loss)		(30.0)
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax		$ (63)

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Geographical Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2014		Sep. 27, 2014	Jun. 28, 2014	Mar. 29, 2014	Dec. 31, 2013		Sep. 28, 2013	Jun. 29, 2013	Mar. 30, 2013	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 4,492.8		$ 4,171.4	$ 4,321.9	$ 3,903.5	$ 3,466.9		$ 3,191.8	$ 3,240.1	$ 3,191.5	$ 16,889.6		$ 13,090.3		$ 12,509.9
Long-lived Assets	2,426.5					1,767.4					2,426.5		1,767.4		1,726.4
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues											8,147.7	[1]	6,617.0	[1]	6,424.4	[1]
Long-lived Assets	1,501.7	[2]				892.9	[2]				1,501.7	[2]	892.9	[2]	862.4	[2]
China
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues											1,223.1	[1]	896.6	[1]	735.8	[1]
Germany
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues											1,005.9	[1]	758.6	[1]	681.5	[1]
Long-lived Assets	170.3	[2]				165.9	[2]				170.3	[2]	165.9	[2]	165.2	[2]
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues											754.5	[1]	532.4	[1]	507.1	[1]
Long-lived Assets	265.5	[2]				224.3	[2]				265.5	[2]	224.3	[2]	223.9	[2]
All Other Countries
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues											5,758.4	[1]	4,285.7	[1]	4,161.1	[1]
Long-lived Assets	$ 489.0	[2]				$ 484.3	[2]				$ 489.0	[2]	$ 484.3	[2]	$ 474.9	[2]

[1] Revenues are attributed to countries based on customer location.

[2] Includes property, plant and equipment, net.

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Other Expense, Net (Tables)

12 Months Ended

Dec. 31, 2014

Other Expense, Net Disclosure

Schedule of Other Nonoperating Income (Expense) [Table Text Block]

(In millions)	2014		2013		2012
Interest Income	$	47.7	$	28.0	$	25.2
Interest Expense		(479.9)		(262.1)		(241.6)
Other Items, Net		16.4		(56.0)		3.7
Other Expense, Net	$	(415.8)	$	(290.1)	$	(212.7)

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Pensions DC Plans (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
401(k) Savings Plan and Other Defined Contribution Plans [Abstract]
Defined Contribution Plan, Cost Recognized	$ 118.4	$ 87.3	$ 86.0

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Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2014

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Information [Text Block]

Note 13.Supplemental Cash Flow Information

(In millions)			2014		2013		2012
Cash Paid (Refunded) For:
	Interest		$	435.9	$	215.1	$	230.0
	Income Taxes - Continuing Operations		$	586.3	$	230.0	$	331.1
	Income Taxes - Discontinued Operations		$	(0.6)	$	(3.7)	$	(44.0)
Non-cash Activities
	Fair value of assets of acquired businesses		$	19,623.9	$	—	$	1,172.0
	Cash paid for acquired businesses			(13,534.6)		—		(1,086.6)
	Liabilities assumed of acquired businesses		$	6,089.3	$	—	$	85.4
	Fair value of available-for-sale investments contributed to defined
		benefit plans	$	—	$	27.1	$	—
	Declared but unpaid dividends		$	61.9	$	55.8	$	54.7
	Issuance of stock upon vesting of restricted stock units		$	110.0	$	64.2	$	29.3

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Stockbased Compensation Expense (Tables)

12 Months Ended

Dec. 31, 2014

Stock-based Compensation Expense Disclosure [Abstract]

Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block]

	The components of stock-based compensation expense are as follows:
(In millions)		2014		2013		2012
Stock Option Awards		$	45.7	$	41.4	$	39.3
Restricted Unit Awards			71.4		49.5		38.9
Total Stock-based Compensation Expense		$	117.1	$	90.9	$	78.2

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	2014		2013		2012
Expected Stock Price Volatility		25%		33%		34%
Risk Free Interest Rate		1.3%		0.7%		0.8%
Expected Life of Options (years)		4.4		4.5		4.5
Expected Annual Dividend		0.5%		0.8%		0.9%

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

						Weighted
						Average
				Weighted		Remaining		Aggregate
				Average		Contractual		Intrinsic
		Shares		Exercise		Term		Value (a)
		(in millions)		Price		(in years)		(in millions)
Outstanding at December 31, 2013			11.5		54.81
	Granted		2.6		124.03
	Exercised		(3.0)		51.55
	Canceled / Expired		(0.6)		85.23
Outstanding at December 31, 2014			10.5		71.34		4.1
Vested and Unvested Expected to Vest at
December 31, 2014			10.1		70.04		4.0	$	558.3
Exercisable at December 31, 2014			4.9		51.09		2.9	$	365.9
(a)	Market price per share on December 31, 2014 was $125.29. The intrinsic value is zero for options with exercise prices above the market price.

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block]

						Weighted
						Average
				Weighted		Remaining		Aggregate
				Average		Contractual		Intrinsic
		Shares		Exercise		Term		Value (a)
		(in millions)		Price		(in years)		(in millions)
Outstanding at December 31, 2013			11.5		54.81
	Granted		2.6		124.03
	Exercised		(3.0)		51.55
	Canceled / Expired		(0.6)		85.23
Outstanding at December 31, 2014			10.5		71.34		4.1
Vested and Unvested Expected to Vest at
December 31, 2014			10.1		70.04		4.0	$	558.3
Exercisable at December 31, 2014			4.9		51.09		2.9	$	365.9
(a)	Market price per share on December 31, 2014 was $125.29. The intrinsic value is zero for options with exercise prices above the market price.

Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]

		Units(in thousands)		Weighted Average Grant-Date Fair Value
Unvested at December 31, 2013			1,847		62.43
	Granted		982		116.77
	Vested		(896)		67.72
	Forfeited		(128)		94.57
Unvested at December 31, 2014			1,805		87.09

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Discontinued Operations

12 Months Ended

Dec. 31, 2014

Discontinued Operations [Abstract]

Discontinued Operations, Disclosure [Text Block]

Note 15.Discontinued Operations

In 2013, the company recorded an after-tax charge of $4.2 million for the estimated cost to raze certain abandoned facilities of discontinued operations prior to the planned sale of the related land.

In June 2012, in an effort to exit a non-core business, the company’s senior management made a decision to pursue a sale of its laboratory workstations business, part of the Laboratory Products and Services segment. The company completed the sale in October 2012 for nominal proceeds. The results of the laboratory workstations business have been classified and presented as discontinued operations in the accompanying financial statements.

In 2012, the company recorded an after-tax loss of $63 million on the divestiture. In addition, the company recorded an after-tax gain of $2 million upon receipt of additional proceeds from a prior divestiture.

Revenues and pre-tax loss of the laboratory workstations business were $147 million and $30 million, respectively, in 2012 through the date of sale.

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Pensions Funded Status (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Domestic Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Funded Status	$ (243.5)	$ (74.8)
Amounts Recognized in Balance Sheet [Abstract]
Current liability	(2.8)	(0.6)
Non-current liability	(240.7)	(74.2)
Net amount recognized	(243.5)	(74.8)
Amounts Recognized in Accumulated Other Comprehensive Loss [Abstract]
Net actuarial loss (gain)	129.7	132.7
Net amount recognized	129.7	132.7
Non-U.S. Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Funded Status	(249.6)	(187.2)
Amounts Recognized in Balance Sheet [Abstract]
Non-current asset	61.8	25.7
Current liability	(5.6)	(4.6)
Non-current liability	(305.8)	(208.3)
Net amount recognized	(249.6)	(187.2)
Amounts Recognized in Accumulated Other Comprehensive Loss [Abstract]
Net actuarial loss (gain)	161.9	123.8
Prior service credits	0	(2.3)
Net amount recognized	161.9	121.5
Other Postretirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Funded Status	(46.7)	(38.7)
Amounts Recognized in Balance Sheet [Abstract]
Non-current asset	4.8	0
Current liability	(2.7)	(2.0)
Non-current liability	(48.8)	(36.7)
Net amount recognized	(46.7)	(38.7)
Amounts Recognized in Accumulated Other Comprehensive Loss [Abstract]
Net actuarial loss (gain)	4.6	0.7
Prior service credits	(0.3)	(0.4)
Net amount recognized	$ 4.3	$ 0.3

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Consolidated Statement of Comprehensive Income (Loss) (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Statement of Income and Comprehensive Income [Abstract]
Tax provision (benefit) on unrealized holding gains and losses on available-for-sale investments arising during the period	$ 0.1	$ 0.5	$ 0.1
Tax provision (benefit) on reclassification adjustment for gains on available-for-sale investments recognized in net income	0.2	2.5
Tax provision (benefit) on unrealized holding gains and losses on hedging instruments arising during the period		3.6
Tax provision (benefit) on reclassification adjustment for losses on hedging instruments recognized in net income	(1.8)	(2.2)	(2.0)
Tax provision (benefit) on pension and other postretirement benefit liability adjustments arising during the period	(26.5)	20.3	(20.8)
Tax provision (benefit) on amortization of net loss and prior service benefit included in net periodic pension cost	$ (13.3)	$ (3.6)	$ (2.4)

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Consolidated Balance Sheet (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Accounts Receivable Allowances	$ 74.1	$ 54.1
Preferred Stock, $100 Par Value - Par Value (in dollars per share)	$ 100	$ 100
Preferred Stock, $100 Par Value - Shares Authorized (in shares)	50,000	50,000
Preferred Stock, $100 Par Value - Shares Issued (in shares)	0	0
Common Stock, $1 Par Value - Par Value (in dollars per share)	$ 1	$ 1
Common Stock, $1 Par Value - Shares Authorized (in shares)	1,200,000,000	1,200,000,000
Common Stock, $1 Par Value - Shares Issued (in shares)	408,461,670	369,598,265
Treasury Stock at Cost (in shares)	7,991,782	7,636,887

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Earnings Per Share

12 Months Ended

Dec. 31, 2014

Earnings per Share

Earnings per Share [Text Block]

Note 8. Earnings per Share

(In millions except per share amounts)		2014		2013		2012
Income from Continuing Operations		$	1,895.5	$	1,279.1	$	1,258.4
Loss from Discontinued Operations			(1.1)		(0.7)		(19.2)
Loss on Disposal of Discontinued Operations, Net			—		(5.1)		(61.3)
Net Income		$	1,894.4	$	1,273.3	$	1,177.9
Basic Weighted Average Shares			398.2		360.3		363.8
Plus Effect of:
	Equity forward arrangement		0.2		1.8		—
	Stock options and restricted units		3.9		3.7		2.8
Diluted Weighted Average Shares			402.3		365.8		366.6
Basic Earnings per Share:
	Continuing operations	$	4.76	$	3.55	$	3.46
	Discontinued operations		—		(.02)		(.22)
		$	4.76	$	3.53	$	3.24
Diluted Earnings per Share:
	Continuing operations	$	4.71	$	3.50	$	3.43
	Discontinued operations		—		(.02)		(.22)
		$	4.71	$	3.48	$	3.21

Options to purchase 2.4 million, 1.0 million and 7.2 million shares of common stock were not included in the computation of diluted earnings per share for 2014, 2013 and 2012, respectively, because their effect would have been antidilutive.

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Restructuring Reserves (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Severance [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve, Expected Final Year of Payments	2015
Abandonment of Excess Facilities [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve, Expected Final Year of Payments	2020
Other Restructuring [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve, Expected Final Year of Payments	2015
Pre-2013 Restructuring Plans [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	$ 14.9	$ 31.1	$ 27.6
Costs incurred	2.9	19.6	68.8
Reserves reversed	(2.0)	(3.0)	(2.2)
Payments	(7.5)	(32.9)	(63.5)
Currency translation	0.1	0.1	0.4
Ending balance	8.4	14.9	31.1
Pre-2013 Restructuring Plans [Member] | Severance [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	6.6	20.0	17.8
Costs incurred	0.5	9.4	46.3
Reserves reversed	(1.8)	(2.6)	(1.6)
Payments	(3.3)	(20.3)	(42.8)
Currency translation	(0.3)	0.1	0.3
Ending balance	1.7	6.6	20.0
Pre-2013 Restructuring Plans [Member] | Abandonment of Excess Facilities [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	8.0	8.3	7.2
Costs incurred	2.4	7.1	13.3
Reserves reversed	(0.1)	(0.1)	0
Payments	(4.1)	(7.3)	(12.3)
Currency translation	0.4	0	0.1
Ending balance	6.6	8.0	8.3
Pre-2013 Restructuring Plans [Member] | Other Restructuring [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	0.3	2.8	2.6
Costs incurred	0	3.1	9.2
Reserves reversed	(0.1)	(0.3)	(0.6)
Payments	(0.1)	(5.3)	(8.4)
Currency translation	0	0	0
Ending balance	0.1	0.3	2.8
2013 Restructuring Plans [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	25.6
Costs incurred	18.8	61.4
Reserves reversed	(3.8)
Payments	(32.4)	(36.2)
Currency translation	(1.1)	0.4
Ending balance	7.1	25.6
2013 Restructuring Plans [Member] | Severance [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	22.0
Costs incurred	6.7	48.3
Reserves reversed	(3.7)
Payments	(20.0)	(26.7)
Currency translation	(0.5)	0.4
Ending balance	4.5	22.0
2013 Restructuring Plans [Member] | Abandonment of Excess Facilities [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	1.4
Costs incurred	1.7	3.2
Reserves reversed	0
Payments	(2.2)	(1.8)
Currency translation	0	0
Ending balance	0.9	1.4
2013 Restructuring Plans [Member] | Other Restructuring [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	2.2
Costs incurred	10.4	9.9
Reserves reversed	(0.1)
Payments	(10.2)	(7.7)
Currency translation	(0.6)	0
Ending balance	1.7	2.2
2014 Restructuring Plans [Member]
Restructuring Reserve [Roll Forward]
Costs incurred	232.0
Payments	(192.7)
Currency translation	(1.4)
Ending balance	37.9
2014 Restructuring Plans [Member] | Severance [Member]
Restructuring Reserve [Roll Forward]
Costs incurred	133.6
Payments	(100.8)
Currency translation	(1.3)
Ending balance	31.5
2014 Restructuring Plans [Member] | Abandonment of Excess Facilities [Member]
Restructuring Reserve [Roll Forward]
Costs incurred	6.4
Payments	(4.1)
Currency translation	0
Ending balance	2.3
2014 Restructuring Plans [Member] | Other Restructuring [Member]
Restructuring Reserve [Roll Forward]
Costs incurred	92.0
Payments	(87.8)
Currency translation	(0.1)
Ending balance	$ 4.1

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Supplemental Cash Flow Information (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Supplemental Cash Flow Information [Abstract]
Cash Paid For Interest	$ 435.9	$ 215.1	$ 230.0
Cash Paid For Income Taxes - Continuing Operations	586.3	230.0	331.1
Cash Paid (Refunded) For Income Taxes - Discontinued Operations	(0.6)	(3.7)	(44.0)
Non-cash Activities [Abstract]
Fair value of assets of acquired businesses	19,623.9		1,172.0
Cash paid for acquired businesses	(13,534.6)		(1,086.6)
Liabilities assumed of acquired businesses	6,089.3		85.4
Fair value of available-for-sale investments contributed to defined benefit plans		27.1
Declared but unpaid dividends	61.9	55.8	54.7
Issuance of stock upon vesting of restricted stock units	$ 110.0	$ 64.2	$ 29.3

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Document and Entity Information (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Jan. 31, 2015	Jun. 28, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	Thermo Fisher Scientific Inc.
Entity Central Index Key	0000097745
Document Type	10-K
Document Period End Date	Dec. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 47,112,558
Entity Common Stock, Shares Outstanding		396,782,757
Entity Stock Trading Symbol	TMO

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Debt and Other Financing Arrangements

12 Months Ended

Dec. 31, 2014

Debt And Other Financing Arrangements Disclosure [Abstract]

Debt and Other Financing Arrangements [Text Block]

Note 9.Debt and Other Financing Arrangements

		Effective
		Interest Rate at
		December 31,	December 31,			December 31,
(Dollars in millions)		2014		2014		2013
Commercial Paper				$	—	$	250.0
Term Loan		1.63%			1,275.0		—
2.05% 3-Year Senior Notes, Due 2/21/2014					—		300.0
3.25% 5-Year Senior Notes, Due 11/20/2014					—		400.0
4.40% 5-Year Senior Notes, Due 3/1/2015		0.56%			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		5.12%			250.0		250.0
3.50% 5-Year Senior Notes, Due 1/15/2016		1.04%			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		1.00%			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		—
4.70% 10-Year Senior Notes, Due 5/1/2020		4.70%			300.0		300.0
5.00% 10-Year Senior Notes, Due 1/15/2021		3.25%			400.0		—
4.50% 10-Year Senior Notes, Due 3/1/2021		4.58%			1,000.0		1,000.0
3.60% 10-Year Senior Notes, Due 8/15/2021		4.29%			1,100.0		1,100.0
3.30% 7-Year Senior Notes, Due 2/15/2022		3.30%			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%			774.3		—
5.30% 30-Year Senior Notes, Due 2/1/2044		5.30%			400.0		400.0
Other					23.2		41.9
Total Borrowings at Par Value					14,422.5		10,491.9
	Fair Value Hedge Accounting Adjustments				(0.5)		12.9
	Unamortized Premium (Discount), Net				142.0		(17.5)
Total Borrowings at Carrying Value					14,564.0		10,487.3
	Less: Short-term Obligations and Current Maturities				2,212.4		987.7
Long-term Obligations				$	12,351.6	$	9,499.6

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.

	The annual repayment requirements for debt obligations are as follows:
(In millions)
2015		$	2,206.8
2016			2,578.5
2017			902.2
2018			502.3
2019			901.9
2020 and thereafter			7,330.8
		$	14,422.5

As of December 31,2013, short-term obligations and current maturities of long-term obligations in the accompanying balance sheet included $280.0 million of commercial paper, short-term bank borrowings and borrowings under lines of credit of certain of the company’s subsidiaries. The weighted average interest rate for short-term borrowings was 0.58% at December 31,2013. The company had no outstanding short-term borrowings at December 31,2014. In addition to available borrowings under the company’s revolving credit agreements, discussed below, the company had unused lines of credit of $107.7 million as of December 31,2014. These unused lines of credit generally provide for short-term unsecured borrowings at various interest rates.

Credit Facilities

The company has a revolving credit facility with a bank group that provides unsecured multi-currency revolving credit. In February 2015, the maximum capacity of this facility was increased from $1.50 billion to $2.00 billion. 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 4.5 to 1.0 until February 2015 and decreasing, based on the passage of time, 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 December 31,2014, no borrowings were outstanding under the facility, although available capacity was reduced by approximately $59 million as a result of outstanding letters of credit.

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 paripassu 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 December 31,2014, no borrowings were outstanding under this program.

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 4.5 to 1.0 until February 2015 and decreasing, based on the passage of time, to 3.5 to 1.0, by August 2015. The company must also maintain a minimum interest coverage ratio of 3.0 to 1.0. As of December 31,2014, outstanding borrowings under the term loan agreement were $1.28 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.

The 4.40% Senior Notes due 2015, 3.50% Senior Notes due 2016, 6.00% Senior Notes due 2020 and 5.00% Senior Notes due 2021 were assumed by the company in connection with the Life Technologies acquisition. The fair value of these senior notes on the date of acquisition exceeded the par value by $207 million which was recorded as part of the carrying value of the underlying debt and will be amortized as a reduction of interest expense over the remaining terms of the respective debt instruments. This adjustment does not affect cash interest payments.

Interest Rate Swap Arrangements

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% (0.8166% at December 31,2014) 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.

Cash Flow Hedge Arrangements

In 2013, prior to issuing the 4.15% Senior Notes due 2024, the company entered into interest rate swap agreements to mitigate the risk of interest rates rising prior to completion of a debt offering. Based on the company’s conclusion that a debt offering was probable as a result of near-term debt maturities and that such debt would carry semi-annual interest payments over a 10-year term, the swaps hedged the cash flow risk for each of the semi-annual fixed-rate interest payments on $700 million of principal amount of the planned 10-year fixed-rate debt issue. In December 2013, the company issued senior notes and terminated the swap arrangements. The company received $11 million at the termination of these agreements and recorded a gain of $1 million on the ineffective portion in other expense, net in the accompanying statement of income. The remaining favorable change in the fair value of the hedge upon termination (the effective portion) was $6 million, net of tax, and was classified as an increase to accumulated other comprehensive items within shareholder’s equity and is being amortized to interest expense over the term of the debt through 2024.

XML

Debt Outstanding Debt (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2014	Feb. 03, 2014
Debt Instrument [Line Items]
Principal Outstanding	10,491.9	$ 14,422.5
Fair Value Hedge Accounting Adjustments	12.9	(0.5)
Unamortized Premium (Discount), Net	(17.5)	142.0
Debt Obligations - Carrying Value	10,487.3	14,564.0
Less: Short-term obligations and current maturities of long-term obligations	987.7	2,212.4
Long-term Obligations	9,499.6	12,351.6
4.15% 10-Year Senior Notes, Due 2/1/2024 [Member]
Debt Instrument [Line Items]
Debt Instrument, Term	10 years
Commercial Paper [Member]
Debt Instrument [Line Items]
Principal Outstanding	250.0	0
Debt Obligations - Carrying Value	250.0	0
Term Loan
Debt Instrument [Line Items]
Debt Instrument, Maturity Date		Mar. 31, 2016
Effective Interest Rate		1.63%
Principal Outstanding	0	1,275.0
Debt Obligations - Carrying Value	0	1,275.0
Debt, Covenant, Maximum Consolidated Total Leverage Ratio of Debt to EBITDA		4.5
Debt, Covenant, Maximum Consolidated Total Leverage Ratio Of Debt To EBITDA by August 2015		3.5
Debt, Covenant, Minimum Consolidated Interest Coverage Ratio		3
Senior Notes [Member]
Debt Instrument [Line Items]
Debt Obligations - Carrying Value	10,195.4	13,265.8
Debt Instrument, Call Feature		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
Business Combination, Fair Value of Long-term Debt in Excess of Par Value			207
Senior Notes [Member] | 2.05% 3-Year Senior Notes, Due 2/21/2014 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		2.05%
Debt Instrument, Term		3 years
Debt Instrument, Maturity Date		Feb. 21, 2014
Principal Outstanding	300.0	0
Senior Notes [Member] | 3.25% 5-Year Senior Notes, Due 11/20/2014 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		3.25%
Debt Instrument, Term		5 years
Debt Instrument, Maturity Date		Nov. 20, 2014
Principal Outstanding	400.0	0
Senior Notes [Member] | 4.40% 5-Year Senior Notes, Due 3/1/2015 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		4.40%
Debt Instrument, Term		5 years
Debt Instrument, Maturity Date		Mar. 01, 2015
Effective Interest Rate		0.56%
Principal Outstanding	0	500.0
Senior Notes [Member] | 3.20% 5-Year Senior Notes, Due 5/1/2015 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		3.20%
Debt Instrument, Term		5 years
Debt Instrument, Maturity Date		May 01, 2015
Effective Interest Rate		1.55%
Principal Outstanding	450.0	450.0
Senior Notes [Member] | 5.00% 10-Year Senior Notes, Due 6/1/2015 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		5.00%
Debt Instrument, Term		10 years
Debt Instrument, Maturity Date		Jun. 01, 2015
Effective Interest Rate		5.12%
Principal Outstanding	250.0	250.0
Senior Notes [Member] | 3.50% 5-Year Senior Notes, Due 1/15/2016 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		3.50%
Debt Instrument, Term		5 years
Debt Instrument, Maturity Date		Jan. 15, 2016
Effective Interest Rate		1.04%
Principal Outstanding	0	400.0
Senior Notes [Member] | 3.20% 5-Year Senior Notes, Due 3/1/2016 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		3.20%
Debt Instrument, Term		5 years
Debt Instrument, Maturity Date		Mar. 01, 2016
Effective Interest Rate		3.21%
Principal Outstanding	900.0	900.0
Senior Notes [Member] | 2.25% 5-Year Senior Notes, Due 8/15/2016 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		2.25%
Debt Instrument, Term		5 years
Debt Instrument, Maturity Date		Aug. 15, 2016
Effective Interest Rate		2.29%
Principal Outstanding	1,000.0	1,000.0
Senior Notes [Member] | 1.30% 3-Year Senior Notes, Due 2/1/2017 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		1.30%
Debt Instrument, Term		3 years
Debt Instrument, Maturity Date		Feb. 01, 2017
Effective Interest Rate		1.00%
Principal Outstanding	900.0	900.0
Senior Notes [Member] | 1.85% 5-Year Senior Notes, Due 1/15/2018 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		1.85%
Debt Instrument, Term		5 years
Debt Instrument, Maturity Date		Jan. 15, 2018
Effective Interest Rate		1.85%
Principal Outstanding	500.0	500.0
Senior Notes [Member] | 2.40% 5-Year Senior Notes, Due 2/1/2019 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		2.40%
Debt Instrument, Term		5 years
Debt Instrument, Maturity Date		Feb. 01, 2019
Effective Interest Rate		2.44%
Principal Outstanding	900.0	900.0
Senior Notes [Member] | 6.00% 10-Year Senior Notes, Due 3/1/2020 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		6.00%
Debt Instrument, Term		10 years
Debt Instrument, Maturity Date		Mar. 01, 2020
Effective Interest Rate		2.98%
Principal Outstanding	0	750.0
Senior Notes [Member] | 4.70% 10-Year Senior Notes, Due 5/1/2020 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		4.70%
Debt Instrument, Term		10 years
Debt Instrument, Maturity Date		May 01, 2020
Effective Interest Rate		4.70%
Principal Outstanding	300.0	300.0
Senior Notes [Member] | 5.00% 10-Year Senior Notes, Due 1/15/2021 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		5.00%
Debt Instrument, Term		10 years
Debt Instrument, Maturity Date		Jan. 15, 2021
Effective Interest Rate		3.25%
Principal Outstanding	0	400.0
Senior Notes [Member] | 4.50% 10-Year Senior Notes, Due 3/1/2021 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		4.50%
Debt Instrument, Term		10 years
Debt Instrument, Maturity Date		Mar. 01, 2021
Effective Interest Rate		4.58%
Principal Outstanding	1,000.0	1,000.0
Senior Notes [Member] | 3.60% 10-Year Senior Notes, Due 8/15/2021 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		3.60%
Debt Instrument, Term		10 years
Debt Instrument, Maturity Date		Aug. 15, 2021
Effective Interest Rate		4.29%
Principal Outstanding	1,100.0	1,100.0
Senior Notes [Member] | 3.30% 7-Year Senior Notes, Due 2/15/2022 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		3.30%
Debt Instrument, Term		7 years
Debt Instrument, Maturity Date		Feb. 15, 2022
Effective Interest Rate		3.30%
Principal Outstanding	0	800.0
Senior Notes [Member] | 3.15% 10-Year Senior Notes, Due 1/15/2023 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		3.15%
Debt Instrument, Term		10 years
Debt Instrument, Maturity Date		Jan. 15, 2023
Effective Interest Rate		3.21%
Principal Outstanding	800.0	800.0
Senior Notes [Member] | 4.15% 10-Year Senior Notes, Due 2/1/2024 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		4.15%
Debt Instrument, Term		10 years
Debt Instrument, Maturity Date		Feb. 01, 2024
Effective Interest Rate		4.07%
Principal Outstanding	1,000.0	1,000.0
Senior Notes [Member] | 2.00% 10-Year Senior Notes, Due 4/15/2025 (euro denominated) [Member]
Debt Instrument [Line Items]
Stated Interest Rate		2.00%
Debt Instrument, Term		10 years
Debt Instrument, Maturity Date		Apr. 15, 2025
Effective Interest Rate		2.03%
Principal Outstanding	0	774.3
Senior Notes [Member] | 5.30% 30-Year Senior Notes, Due 2/1/2044 [Member]
Debt Instrument [Line Items]
Stated Interest Rate		5.30%
Debt Instrument, Term		30 years
Debt Instrument, Maturity Date		Feb. 01, 2044
Effective Interest Rate		5.30%
Principal Outstanding	400.0	400.0
Other Debt [Member]
Debt Instrument [Line Items]
Principal Outstanding	41.9	23.2
Debt Obligations - Carrying Value	41.9	$ 23.2

XML

Fair Value of Other Instruments (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Other Financial Instruments [Abstract]
Notes Receivable - Carrying Value	$ 8.3	$ 7.6
Notes Receivable - Fair Value	8.3	7.6
Carrying Value and Fair Value of Other Financial Instruments [Line Items]
Debt Obligations - Carrying Value	14,564.0	10,487.3
Debt Obligations - Fair Value	14,888.8	10,596.7
Senior Notes [Member]
Carrying Value and Fair Value of Other Financial Instruments [Line Items]
Debt Obligations - Carrying Value	13,265.8	10,195.4
Debt Obligations - Fair Value	13,590.6	10,304.8
Term Loan
Carrying Value and Fair Value of Other Financial Instruments [Line Items]
Debt Obligations - Carrying Value	1,275.0	0
Debt Obligations - Fair Value	1,275.0	0
U.S. Commercial Paper Program [Member]
Carrying Value and Fair Value of Other Financial Instruments [Line Items]
Debt Obligations - Carrying Value	0	250.0
Debt Obligations - Fair Value	0	250.0
Other Debt [Member]
Carrying Value and Fair Value of Other Financial Instruments [Line Items]
Debt Obligations - Carrying Value	23.2	41.9
Debt Obligations - Fair Value	$ 23.2	$ 41.9

XML

Consolidated Statement of Income (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Revenues
Product revenues	$ 14,715.1	$ 11,215.2	$ 10,777.6
Service revenues	2,174.5	1,875.1	1,732.3
Total revenues	16,889.6	13,090.3	12,509.9
Costs and Operating Expenses:
Cost of product revenues	7,934.7	6,309.6	6,101.3
Cost of service revenues	1,462.9	1,251.6	1,113.1
Selling, general and administrative expenses	4,896.1	3,446.3	3,354.9
Research and development expenses	691.1	395.5	376.4
Restructuring and other costs (income), net	(598.2)	77.7	82.1
Total costs and operating expenses	14,386.6	11,480.7	11,027.8
Operating Income	2,503.0	1,609.6	1,482.1
Other Expense, Net	(415.8)	(290.1)	(212.7)
Income from Continuing Operations Before Income Taxes	2,087.2	1,319.5	1,269.4
Income Tax Provision	(191.7)	(40.4)	(11.0)
Income from Continuing Operations	1,895.5	1,279.1	1,258.4
Loss from Discontinued Operations (net of income tax benefit of $0.6, $0.5 and $10.8)	(1.1)	(0.7)	(19.2)
Loss on Disposal of Discontinued Operations, Net (net of income tax benefit of $3.2 and $33.2)	0	(5.1)	(61.3)
Net Income	$ 1,894.4	$ 1,273.3	$ 1,177.9
Earnings per Share from Continuing Operations
Basic (in dollars per share)	$ 4.76	$ 3.55	$ 3.46
Diluted (in dollars per share)	$ 4.71	$ 3.5	$ 3.43
Earnings per Share
Basic (in dollars per share)	$ 4.76	$ 3.53	$ 3.24
Diluted (in dollars per share)	$ 4.71	$ 3.48	$ 3.21
Weighted Average Shares
Basic (in millions of shares)	398.2	360.3	363.8
Diluted (in millions of shares)	402.3	365.8	366.6
Cash Dividends Declared per Common Share (in dollars per share)	$ 0.6	$ 0.6	$ 0.54

XML

Business Segment Information

12 Months Ended

Dec. 31, 2014

Business Segments

Business Segment Information [Text Block]

Note 3. Business Segment and Geographical 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.

Business Segment Information
(In millions)			2014		2013		2012
Revenues
	Life Sciences Solutions		$	4,195.7	$	712.5	$	658.8
	Analytical Instruments			3,252.2		3,154.2		3,114.7
	Specialty Diagnostics			3,343.6		3,191.7		2,961.5
	Laboratory Products and Services			6,601.5		6,398.8		6,102.8
	Eliminations			(503.4)		(366.9)		(327.9)
		Consolidated revenues		16,889.6		13,090.3		12,509.9
Segment Income (a)
	Life Sciences Solutions			1,214.9		169.7		154.8
	Analytical Instruments			581.1		558.7		554.6
	Specialty Diagnostics			916.0		863.7		758.1
	Laboratory Products and Services			982.8		960.4		912.4
		Subtotal reportable segments (a)		3,694.8		2,552.5		2,379.9
	Cost of revenues charges			(327.6)		(28.6)		(55.6)
	Selling, general and administrative charges, net			(130.7)		(73.5)		(12.5)
	Restructuring and other (costs) income, net			598.2		(77.7)		(82.1)
	Amortization of acquisition-related intangible assets			(1,331.7)		(763.1)		(747.6)
		Consolidated operating income		2,503.0		1,609.6		1,482.1
	Other expense, net (b)			(415.8)		(290.1)		(212.7)
	Income from continuing operations before income taxes		$	2,087.2	$	1,319.5	$	1,269.4
Depreciation
	Life Sciences Solutions		$	131.6	$	17.1	$	16.8
	Analytical Instruments			39.0		41.2		42.5
	Specialty Diagnostics			76.7		73.9		72.9
	Laboratory Products and Services			105.8		104.6		103.9
		Consolidated depreciation	$	353.1	$	236.8	$	236.1
(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.

(In millions)			2014		2013		2012
Total Assets
	Life Sciences Solutions		$	19,257.0	$	1,115.5	$	1,115.6
	Analytical Instruments			4,133.3		4,321.4		4,304.9
	Specialty Diagnostics			8,047.7		9,086.0		9,841.0
	Laboratory Products and Services			10,875.7		11,523.5		11,531.5
	Corporate/Other (c)			538.4		5,817.0		651.6
		Consolidated total assets	$	42,852.1	$	31,863.4	$	27,444.6
Capital Expenditures
	Life Sciences Solutions		$	104.4	$	19.3	$	26.9
	Analytical Instruments			38.1		33.5		42.0
	Specialty Diagnostics			84.7		77.9		97.6
	Laboratory Products and Services			102.1		94.7		112.6
	Corporate/Other			98.3		57.0		36.0
		Consolidated capital expenditures	$	427.6	$	282.4	$	315.1
(c)	Corporate assets consist primarily of cash and cash equivalents, short-term investments, property and equipment at the company's corporate offices and assets of the discontinued operations.
Geographical Information
(In millions)			2014		2013		2012
Revenues (d)
	United States		$	8,147.7	$	6,617.0	$	6,424.4
	China			1,223.1		896.6		735.8
	Germany			1,005.9		758.6		681.5
	United Kingdom			754.5		532.4		507.1
	Other			5,758.4		4,285.7		4,161.1
		Consolidated revenues	$	16,889.6	$	13,090.3	$	12,509.9
Long-lived Assets (e)
	United States		$	1,501.7	$	892.9	$	862.4
	United Kingdom			265.5		224.3		223.9
	Germany			170.3		165.9		165.2
	Other			489.0		484.3		474.9
		Consolidated long-lived assets	$	2,426.5	$	1,767.4	$	1,726.4
(d)	Revenues are attributed to countries based on customer location.
(e)	Includes property, plant and equipment, net.

XML

Acquisitions and Dispositions

12 Months Ended

Dec. 31, 2014

Acquisitions and Dispositions Disclosure

Acquisitions and Dispositions [Text Block]

Note 2. Acquisitions and Dispositions

The company’s acquisitions have historically been made at prices above the 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.

2014

On February 3, 2014, the company completed the acquisition of Life Technologies Corporation, within the Life Sciences Solutions segment, for a total purchase price of $15.30 billion, net of cash acquired, including the assumption of $2.28 billion of debt. The company issued debt and common stock in late 2013 and early 2014 to partially fund the acquisition (Notes 9 and 11). Life Technologies provides innovative products and services to customers conducting scientific research and genetic analysis, as well as those in applied markets, such as forensics and food safety testing. The acquisition of Life Technologies extends customer reach and broadens the company’s offerings in biosciences; genetic, medical and applied sciences; and bioproduction. Life Technologies’ revenues totaled $3.87billion in 2013. The purchase price exceeded the fair value of the identifiable net assets and, accordingly, $7.17 billion was allocated to goodwill, substantially none of which is tax deductible.

In addition, in 2014, the company acquired an animal health diagnostics company, within the Life Sciences Solutions segment, and a distributor of analytical instruments, within the Analytical Instruments segment, for an aggregate of $36 million, net of cash acquired.

During 2014, the company made contingent purchase price payments totaling $13 million for acquisitions completed prior to 2014. 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 2014 acquisitions are as follows:
(In millions)			Life Technologies		Other		Total
Purchase Price
	Cash paid		$	13,487.3	$	47.3	$	13,534.6
	Debt assumed			2,279.5		—		2,279.5
	Cash acquired			(463.0)		(11.5)		(474.5)
			$	15,303.8	$	35.8	$	15,339.6
Net Assets Acquired
	Current assets		$	1,755.5	$	18.5	$	1,774.0
	Property, plant and equipment			748.1		1.1		749.2
	Definite-lived intangible assets:
		Customer relationships		5,883.0		7.0		5,890.0
		Product technology		2,626.9		5.5		2,632.4
		Tradenames and other		619.1		—		619.1
	Indefinite-lived intangible assets:
		In-process research and development		58.4		—		58.4
	Goodwill			7,167.0		12.5		7,179.5
	Other assets			246.7		0.1		246.8
	Liabilities assumed			(3,800.9)		(8.9)		(3,809.8)
			$	15,303.8	$	35.8	$	15,339.6

The weighted-average amortization periods for intangible assets acquired in 2014 are 16 years for customer relationships, 11 years for product technology and 9 years for definite-lived tradenames and other. The weighted average amortization period for all definite-lived intangible assets acquired in 2014 is 14 years.

2013

During 2013, the company made contingent purchase price and post closing adjustment payments totaling $40 million for acquisitions completed prior to 2013. The contingent purchase price payments were contractually due to the sellers upon achievement of certain performance criteria at the acquired businesses.

2012

In September 2012, the company acquired One Lambda, a provider of transplant diagnostics, for approximately $885 million, net of cash acquired, including related real estate plus $25 million of additional contingent consideration based upon the achievement of specified operating results in the year following the acquisition.The company recorded $13 million as the fair value of contingent consideration at the acquisition date and an additional $12 million as a charge to selling, general and administrative expense in 2013. The $25 million contingent purchase price obligation was paid in 2013. The acquisition was within the Specialty Diagnostics segment. The acquisition of One Lambda enhanced the segment’s presence in specialty in vitro diagnostics and added new capabilities to the company’s transplant-testing workflow. Revenues of One Lambda were $182 million in 2011. The purchase price exceeded the fair value of the identifiable net assets and, accordingly, $274 million was allocated to goodwill, all of which is tax deductible.

In May 2012, the company acquired, within the Laboratory Products and Services segment, Doe & Ingalls Management, LLC, a North Carolina-based channel for specialty production chemicals and provider of customized supply-chain services to the life sciences and microelectronics industries, for $175 million. The acquisition expands the segment’s products and services that address the production market. Revenues of Doe & Ingalls totaled approximately $110 million in 2011. The purchase price exceeded the fair value of the identifiable net assets and, accordingly, $81 million was allocated to goodwill, $53 million of which is tax deductible.

In addition, in 2012, the company acquired,within the Analytical Instruments segment, a manufacturer and supplier of radioactive isotope identifiers, x-ray and gamma-ray detectors and spectroscopy systems used to detect radioactive and other nuclear materials in security and environmental settings and a manufacturer of miniature NMR spectrometers. The company acquired, within the Specialty Diagnostics segment, a business that holds proprietary technology for tests to diagnose pre-eclampsia and eclampsia. The aggregate consideration for these acquisitions was $25 million plus contingent consideration of up to $15 million.

The company made contingent purchase price and post closing adjustment payments totaling $6 million in 2012, for acquisitions completed prior to 2012. 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 2012 acquisitions, as revised in 2013 for finalization of the valuation process are as follows:

(In millions)			One Lambda		Doe & Ingalls		Other		Total
Purchase Price
	Cash paid		$	886.3	$	174.9	$	25.4	$	1,086.6
	Fair value of contingent consideration			13.1		1.5		5.3		19.9
	Cash acquired			(1.3)		—		—		(1.3)
			$	898.1	$	176.4	$	30.7	$	1,105.2
Net Assets Acquired
	Current assets		$	110.2	$	21.9	$	2.1	$	134.2
	Property, plant and equipment			30.2		11.6		0.1		41.9
	Intangible assets:
		Customer relationships		330.7		68.1		3.2		402.0
		Product technology		172.5		1.1		13.9		187.5
		Tradenames and other		17.2		16.8		—		34.0
	Goodwill			274.0		81.1		15.5		370.6
	Other assets			—		0.5		—		0.5
	Liabilities assumed			(36.7)		(24.7)		(4.1)		(65.5)
			$	898.1	$	176.4	$	30.7	$	1,105.2

The weighted average amortization periods for intangible assets acquired in 2012 are 13 years for customer relationships, 11 years for product technology and 13 years for tradenames and other. The weighted average amortization period for all intangible assets in the above table is 13 years.

Unaudited Pro Forma Information

The company acquired Life Technologies in February 2014. Revenues of Life Technologies after the date of acquisition are included in the accompanying statement of income and totaled approximately $3.61 billion in 2014. Immediately upon the closing of the acquisition, the company began integrating Life Technologies and as such the legacy and acquired businesses are now sharing various selling, general and administrative functions. As a result, computing a separate measure of Life Technologies’ stand-alone profitability for periods after the acquisition date is not practical.

Had the acquisition of Life Technologiesbeen completed as of the beginning of 2013, the company’s pro forma results for2014 and 2013 would have been as follows:

(In millions except per share amounts)		2014		2013
Revenues		$	17,169.2	$	16,831.4
Income from Continuing Operations		$	2,203.2	$	1,008.4
Net Income		$	2,202.1	$	1,002.6
Earnings per Share from Continuing Operations:
	Basic	$	5.52	$	2.55
	Diluted	$	5.46	$	2.53
Earnings per Share:
	Basic	$	5.51	$	2.54
	Diluted	$	5.46	$	2.51

Pro forma results include non-recurring pro forma adjustments that were directly attributable to the business combination to reflect amounts as if the acquisition had been completed as of the beginning of 2013, as follows:

• Pre-tax charge to selling, general and administrative expenses of $231.4million in2013, for acquisition-related transaction costs incurred by the company and Life Technologies;
• Pre-tax charge to cost of revenues of $301.4million in2013, for the sale of Life Technologies inventories revalued at the date of acquisition;
• Pre-tax charge of $91.7million in2013, for monetizing equity awards held by Life Technologies’ employees at the date of acquisition;
• Pre-tax charge of $37.6million in2013, to conform the accounting policies of Life Technologies with the company's accounting policies; and
• Pre-tax reduction of revenues of $8.1million and $23.9million in2014 and 2013, respectively, for revaluing Life Technologies’ deferred revenue obligations to fair value.

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 acquisitions occurred at the beginning of 2013.

Dispositions

On August 15, 2014, the company sold its Cole-Parmer specialty channel business, part of the Laboratory Products and Services segment, for $480 million in cash, net of cash divested. The sale of this business resulted in a pre-tax gain of approximately $134 million, included in restructuring and other costs (income), net. Due to the low tax basis in the Cole-Parmer business, the tax provision related to the sale slightly exceeded the pre-tax gain, resulting in a $4 million after-tax loss on the sale of the business. Revenues and operating income of the business sold were approximately $232 million and $43 million, respectively, for the year ended December 31, 2013 and $149 million and $28 million, respectively, in 2014 through the date of sale.

The assets and liabilities of the Cole-Parmer business were as follows at June 28, 2014:

	June 28,
(In millions)		2014
Current Assets		$	39.5
Long-term Assets			400.3
Current Liabilities			15.5
Long-term Liabilities			84.1

On March 21, 2014, the company sold its legacy sera and media, gene modulation and magnetic beads businesses to GE Healthcare for $1.06 billion, net of cash divested, or $0.8 billion of after-tax proceeds. The businesses were included principally in the Life Sciences Solutions segment. Divestiture of these businesses was a condition to obtaining antitrust approval for the Life Technologies acquisition. Revenues and operating income of the businesses sold were approximately $250 million and $64 million, respectively, for the year ended December 31, 2013 and $61 million and $12 million, respectively, in 2014 through the date of sale. The sale of these businesses resulted in a pre-tax gain of approximately $761 million, included in restructuring and other costs (income), net.

The assets and liabilities of the businesses sold in March 2014 were as follows at December 31, 2013:

	December 31,
(In millions)		2013
Current Assets		$	74.3
Long-term Assets			229.3
Current Liabilities			6.4
Long-term Liabilities			22.0

In October 2012, the company sold its laboratory workstations business (see Note 15).

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Restructuring and Other Costs (Income), Net

12 Months Ended

Dec. 31, 2014

Restructuring And Other Costs, Net Disclosure

Restructuring and Other Costs, Net [Text Block]

Note 14.Restructuring and Other Costs (Income), Net

Restructuring and other costs (income) in 2014 primarily included the gains on sale of the company’s sera and media, gene modulation and magnetic beads businesses and the sale of the Cole-Parmer business, and to a lesser extent gains on the sale of real estate, offset in part by sales of inventories revalued at the date of acquisition, cash compensation to monetize certain equity awards held by Life Technologies’ employees at the date of acquisition, third-party acquisition transaction and integration costs, severance obligations payable to former Life Technologies’ executives and employees, charges to conform the accounting policies of Life Technologies with the company’s accounting policies and, to a lesser extent, 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. In 2014, severance actions associated with facility consolidations and cost reduction measures affected approximately 3% of the company’s workforce. The company also incurred charges for pension settlements in 2014.

Restructuring and other costs in 2013 and 2012 primarily 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. The company’s 2013 and 2012 severance actions associated with facility consolidations and cost reduction measures affected approximately 3% of the company’s workforce in both years.

As of February 26, 2015, the company has identified restructuring actions that will result in additional charges of approximately $70 million, primarily in 2015 which will be recorded when specified criteria are met, such as abandonment of leased facilities.

2014

During 2014, the company recorded net restructuring and other costs (income) by segment as follows:

(In millions)	Cost of Revenues		Selling, General and Administrative Expenses		Restructuring and Other Costs (Income), Net		Total
Life Sciences Solutions	$	327.3	$	122.5	$	(516.4)	$	(66.6)
Analytical Instruments		(0.8)		0.9		2.5		2.6
Specialty Diagnostics		0.9		1.5		17.7		20.1
Laboratory Products and Services		0.2		—		(121.0)		(120.8)
Corporate		—		5.8		19.0		24.8
	$	327.6	$	130.7	$	(598.2)	$	(139.9)

The components of net restructuring and other costs (income) by segment are as follows:

Life Sciences Solutions

In 2014, the Life Sciences Solutions segment recorded $66.6 million of other income, net of restructuring costs. The segment recorded a net gain of $760.3million primarily from the divestiture of its sera and media, gene modulation and magnetic beads businesses (see Note 2). The gain was partially offset by restructuring and other charges including charges to cost of revenues of $327.3 million, consisting of $303.4 million of charges for sales of inventories revalued at the date of acquisition, $21.4 million of costs to conform the accounting policies of Life Technologies with the company’s accounting policies and $2.3 million of accelerated depreciation for facility consolidations. The segment also recorded charges to selling, general and administrative expenses of $122.5 million, including $100.5 million of third-party transaction and integration costs related to the acquisition of Life Technologies (Note 2), $16.2 million of costs to conform the accounting policies of Life Technologies with the company’s accounting policies, and $5.7 million for changes in estimates of contingent consideration for acquisitions. In addition, the segment recorded $232.0 million of cash restructuring costs, including $91.7 million for cash compensation to monetize certain equity awards held by Life Technologies’ employees at the date of acquisition with the remainder principally for severance obligations payable to former Life Technologies’ executives and employees as well as $5.5 million of costs related to the consolidation of various facilities primarily in the U.S. The segment also recorded a $9.3 million provision for losses on pre-acquisition litigation-related matters.

Analytical Instruments

In 2014, the Analytical Instruments segment recorded $2.6 million of net restructuring and other charges. The segment recorded a net reduction in cost of revenues of $0.8 million; $0.9 million of charges to selling, general and administrative expenses for changes in estimates of contingent consideration; and $2.5 million of other costs, net. These other costs were primarily cash costs including abandoned facility costs and other expenses associated with facility consolidations and employee severance, partially offset by $6.0 million of gains on the sale of real estate.

Specialty Diagnostics

In 2014, the Specialty Diagnostics segment recorded $20.1 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $0.9 million; $1.5 million of charges to selling, general and administrative expenses for changes in estimates of contingent consideration for an acquisition; and $18.7 million of cash costs. The cash costs included $9.5 million for employee severance with the remainder principally for other costs associated with facility consolidations, including the consolidation of a facility in Europe with existing facilities in Europe and China.In addition, the segment recorded $1.0million of income, net, primarily from a gain on the divestiture of a small business unit.

Laboratory Products and Services

In 2014, the Laboratory Products and Services segment recorded $120.8 million of other income, net of restructuring costs. The segment recorded a net gain of $133.6 million from the sale of the Cole-Parmer business (see Note 2). The gain was partially offset by restructuring and other charges including charges to cost of revenues of $0.2 million and restructuring charges, of which $7.2 million werecash costs primarily for severance and abandoned facility costs.In addition, the segment also incurred $3.8 million of charges for pension settlements.

Corporate

In 2014, the company recorded$24.8 million of net restructuring and other charges, including $5.8 million of selling, general and administrative charges associated with product liability litigation and accelerated depreciation on information systems to be abandoned due to integration synergies, and cash costs of $1.7 million for severance at its corporate operations. In addition, the segment recorded $17.3million of expense, net, primarily from $25.6 million of charges for pension settlements in addition to a writedown to estimated disposal value of a fixed asset held for sale. These costs were partially offset by a $9.6 million gain on the sale of real estate.

2013

During 2013, the company recorded net restructuring and other costs as follows:

(In millions)	Cost of Revenues		Selling, General and Administrative Expenses		Restructuring and Other Costs, Net		Total
Life Sciences Solutions	$	—	$	51.7	$	4.4	$	56.1
Analytical Instruments		2.9		0.6		20.9		24.4
Specialty Diagnostics		24.9		12.9		24.2		62.0
Laboratory Products and Services		0.8		—		25.2		26.0
Corporate		—		8.3		3.0		11.3
	$	28.6	$	73.5	$	77.7	$	179.8

The components of net restructuring and other costs by segment are as follows:

Life Sciences Solutions

In 2013, the Life Sciences Solutions segment recorded $56.1 million of net restructuring and other charges. The segment recorded charges to selling, general and administrative expenses of $51.7 million for transaction costs related to the acquisition of Life Technologies (Note 2) and $4.4 million of other restructuring costs, all of which were cash costs. The cash costs included $4.1 million of transaction expenses related to the agreement to sell its sera and media, gene modulation and magnetic beads businesses (see Note 2).

Analytical Instruments

In 2013, the Analytical Instruments segment recorded $24.4 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $2.9 million for accelerated depreciation at facilities closing due to real estate consolidation; charges to selling, general and administrative expenses of $0.6 million primarily for revisions of estimated contingent consideration; and $20.9 million of other restructuring costs, net, $23.6 million of which were cash costs. The cash costs, which were associated with headcount reductions and facility consolidations including the consolidation and closure of several facilities in the U.S. and Europe, consisted of $18.3 million of severance; $2.8 million of abandoned facility costs; and $2.5 million of other cash costs, including outplacement costs for severed employees as well as retention and moving and other expenses associated with facility consolidations. In addition, the segment realized net gains of $2.7million primarily on the sale of real estate in the U.S. and Europe.

Specialty Diagnostics

In 2013, the Specialty Diagnostics segment recorded $62.0 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $24.9 million primarily for the sale of inventories revalued at the date of acquisition; charges to selling, general and administrative expenses of $12.9 million for revisions of estimated contingent consideration based on actual performance of an acquisition; and $24.2 million of other restructuring costs, net, which were primarily cash costs. The cash costs consisted of $17.8 million of severance; $2.8 million of abandoned facility costs primarily for facilities in Europe and the U.S.; and $3.5 million of other cash costs, primarily outplacement costs for severed employees and moving, travel and other expenses associated with facility consolidations.

Laboratory Products and Services

In 2013, the Laboratory Products and Services segment recorded $26.0 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $0.8 million for accelerated depreciation at facilities closing due to real estate consolidation and $25.2 million of other restructuring costs, $22.9million of which were cash costs. The cash costs, which consisted of headcount reductions and facility consolidations to streamline operations, included $16.4 million of severance; $4.1 million of abandoned facility costs; and $2.4 million of other cash costs, primarily retention, moving and other expenses associated with facility consolidations. The segment also recorded $2.3 million of non-cash expense, net, primarily for pension charges related to the headcount reductions and, to a lesser extent, writedowns to estimated disposal value of real estate held for sale.

Corporate

In 2013, the company recorded a charge to selling, general and administrative expenses of $8.3 million associated with product liability litigation and $3.0 million of restructuring costs primarily for severance at its corporate operations.

2012

During 2012, the company recorded net restructuring and other costs as follows:

(In millions)	Cost of Revenues		Selling, General and Administrative Expenses		Restructuring and Other Costs, Net		Total
Life Sciences Solutions	$	0.7	$	—	$	7.8	$	8.5
Analytical Instruments		0.4		(0.1)		32.8		33.1
Specialty Diagnostics		52.8		13.7		15.0		81.5
Laboratory Products and Services		1.7		(0.9)		25.5		26.3
Corporate		—		(0.2)		1.0		0.8
	$	55.6	$	12.5	$	82.1	$	150.2

The components of net restructuring and other costs by segment are as follows:

Life Sciences Solutions

In 2012, the Life Sciences Solutions segment recorded $8.5 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $0.7 million primarily for accelerated depreciation at facilities closing due to real estate consolidation and $7.8 million of other restructuring costs, net, $7.4 million of which were cash costs. The cash costs, which were associated with headcount reductions and facility consolidations including the consolidation and closure of several facilities in the U.S. and Europe, consisted of $4.6 million of severance; $2.2 million of abandoned facility costs; and $0.6 million of other cash costs, primarily for retention, relocation and moving expenses associated with facility consolidations. The segment also recorded $0.4 million of non-cash expense, net, primarily for real estate writedowns related to facility consolidations.

Analytical Instruments

In 2012, the Analytical Instruments segment recorded $33.1 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $0.4 million primarily for accelerated depreciation at facilities closing due to real estate consolidation; $0.1 million as a reduction of selling, general and administrative expenses; and $32.8 million of other restructuring costs, net, $24.8 million of which were cash costs. The cash costs, which were associated with headcount reductions and facility consolidations including the consolidation and closure of several facilities in the U.S. and Europe, consisted of $16.4 million of severance; $6.7 million of abandoned facility costs; and $1.7 million of other cash costs, primarily for retention, relocation and moving expenses associated with facility consolidations. The segment also recorded $8.0 million of non-cash expense, net, primarily for real estate writedowns related to facility consolidations.

Specialty Diagnostics

In 2012, the Specialty Diagnostics segment recorded $81.5 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $52.8 million primarily for the sale of inventories revalued at the date of acquisition; charges to selling, general and administrative expenses of $13.7 million for transaction costs related to the One Lambda acquisition; and $15.0 million of other restructuring costs, $14.3 million of which were cash costs associated with headcount reductions and facility consolidations to streamline operations. The cash costs consisted of $11.3 million of severance; $0.6 million of abandoned facility costs; and $2.4 million of other cash costs. The non-cash charges of $0.7 million consisted of writedowns to estimated disposal value of real estate held for sale.

Laboratory Products and Services

In 2012, the Laboratory Products and Services segment recorded $26.3 million of net restructuring and other charges. The segment recorded charges to cost of revenues of $1.7 million primarily for the sale of inventories revalued at the date of acquisition and, to a lesser extent, accelerated depreciation at facilities closing due to real estate consolidation; $0.9 million, net, as a reduction of selling, general and administrative expenses for revisions of estimated contingent consideration; and $25.5 million of other restructuring costs, $19.1 million of which were cash costs. The cash costs, which consisted of headcount reductions and facility consolidations to streamline operations, included $11.7 million of severance; $3.8 million of abandoned facility costs; and $3.6 million of other cash costs, primarily retention, relocation and moving expenses associated with facility consolidations. The segment recorded $6.4 million of non-cash costs, net, primarily related to impairment of intangible assets of a business unit and fixed asset writedowns associated with facility consolidations, partially offset by a $5.9 million gain on a pre-acquisition litigation-related matter.

Corporate

The company recorded $1.0 million of cash costs primarily for severance at its corporate operations, offset in part by a reduction of selling, general and administrative expenses of $0.2 million, net, associated with product liability litigation.

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.

				Abandonment
(In millions)		Severance			of Excess Facilities		Other (a)		Total
Pre-2013 Restructuring Plans
	Balance At December 31, 2011	$	17.8		$	7.2	$	2.6	$	27.6
	Costs incurred in 2012 (c)		46.3			13.3		9.2		68.8
	Reserves reversed (b)		(1.6)			—		(0.6)		(2.2)
	Payments		(42.8)			(12.3)		(8.4)		(63.5)
	Currency translation		0.3			0.1		—		0.4
	Balance At December 31, 2012		20.0			8.3		2.8		31.1
	Costs incurred in 2013		9.4			7.1		3.1		19.6
	Reserves reversed (b)		(2.6)			(0.1)		(0.3)		(3.0)
	Payments		(20.3)			(7.3)		(5.3)		(32.9)
	Currency translation		0.1			—		—		0.1
	Balance At December 31, 2013		6.6			8.0		0.3		14.9
	Costs incurred in 2014 (d)		0.5			2.4		—		2.9
	Reserves reversed (b)		(1.8)			(0.1)		(0.1)		(2.0)
	Payments		(3.3)			(4.1)		(0.1)		(7.5)
	Currency translation		(0.3)			0.4		—		0.1
	Balance At December 31, 2014	$	1.7		$	6.6	$	0.1	$	8.4
2013 Restructuring Plans
	Costs incurred in 2013	$	48.3		$	3.2	$	9.9	$	61.4
	Payments		(26.7)			(1.8)		(7.7)		(36.2)
	Currency translation		0.4			—		—		0.4
	Balance At December 31, 2013		22.0			1.4		2.2		25.6
	Costs incurred in 2014 (d)		6.7			1.7		10.4		18.8
	Reserves reversed (b)		(3.7)			—		(0.1)		(3.8)
	Payments		(20.0)			(2.2)		(10.2)		(32.4)
	Currency translation		(0.5)			—		(0.6)		(1.1)
	Balance At December 31, 2014	$	4.5		$	0.9	$	1.7	$	7.1
2014 Restructuring Plans
	Costs incurred in 2014 (d)	$	133.6		$	6.4	$	92.0	$	232.0
	Payments		(100.8)			(4.1)		(87.8)		(192.7)
	Currency translation		(1.3)			—		(0.1)		(1.4)
	Balance At December 31, 2014	$	31.5		$	2.3	$	4.1	$	37.9

(a)Other includes cash charges to monetize certain equity awards held by employees of Life Technologies at the date of acquisition, 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 an aggregate of $15 million of non-cash charges, net, which are detailed by segment above.

(d) Excludes a $895.4 million net gain on the sale of businesses, principally the company’s sera and media, gene modulation and magnetic beads businesses and the Cole-Parmer business; $19.6 million of cash compensation to monetize certain equity awards held by Life Technologies’ employees at the date of acquisition that was paid by Life Technologies prior to the acquisition; $9.3 million of provision for losses on pre-acquisition litigation-related matters of Life Technologies; and an aggregate of $19.9 million of non-cash charges, net.

The company expects to pay accrued restructuring costs as follows: severance, employee-retention obligations and other costs, primarily through 2015; and abandoned-facility payments, over lease terms expiring through 2020.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 10.Commitments and Contingencies

Operating Leases

The company leases certain logistics, office, and manufacturing facilities. Income from continuing operations includes expense from operating leases of $181.1 million, $127.9 million and $125.5 million in 2014, 2013 and 2012, respectively. The following is a summary of annual future minimum lease and rental commitments under noncancelable operating leases as of December 31,2014:

(In millions)
2015	$	150.8
2016		113.4
2017		90.4
2018		69.9
2019		54.0
Thereafter		193.5
	$	672.0

Purchase Obligations

The company has entered into unconditional purchase obligations, in the ordinary course of business, that include agreements to purchase goods, services or fixed assets and to pay royalties that are enforceable and legally binding and that specify all significant terms including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable at any time without penalty. The aggregate amount of the company’s unconditional purchase obligations totaled $357.8 million at December 31,2014 and the majority of these obligations are expected to be settled during 2015.

Letters of Credit, Guarantees and Other Commitments

Outstanding letters of credit and bank guarantees totaled $139.6 million at December 31,2014. Substantially all of these letters of credit and guarantees expire before 2020.

Outstanding surety bonds and other guarantees totaled $45.9 million at December 31,2014. The expiration of these bonds and guarantees ranges through 2016.

The letters of credit, bank guarantees and surety bonds principally secure performance obligations, and allow the holder to draw funds up to the face amount of the letter of credit, bank guarantee or surety bond if the applicable business unit does not perform as contractually required. The outstanding letters of credit, bank guarantees and surety bonds disclosed above include $32.1 million for businesses that have been sold.

The company is a guarantor of pension plan obligations of a divested business. The purchaser of the divested business has agreed to pay for the pension benefits, however the company was required to guarantee payment of these pension benefits should the purchaser fail to do so. The amount of the guarantee at December 31,2014 was $49 million.

In connection with the sale of businesses of the company, the buyers have assumed certain contractual obligations of such businesses and have agreed to indemnify the company with respect to those assumed liabilities. In the event a third-party to a transferred contract does not recognize the transfer of obligations or a buyer defaults on its obligations under the transferred contract, the company could be liable to the third-party for such obligations. However, in such event, the company would be entitled to seek indemnification from the buyer.

The company has funding commitments totaling $5.4 million at December 31,2014, related to investments it owns.

In 2012, the company entered into an off-balance sheet build-to-suit financing arrangement with a financial institution to fund construction of an operating facility in the U.S. Upon completion of construction in 2014, a five-year lease commenced with options to purchase the facility or renew the lease for up to three 5-year terms. The company has agreed with the lessor to comply with certain financial covenants consistent with its other debt arrangements (Note 9), and has guaranteed the facility’s residual value at the end of the lease, up to a maximum of $58 million.

Indemnifications

In conjunction with certain transactions, primarily divestitures, the company has agreed to indemnify the other parties with respect to certain liabilities related to the businesses that were sold or leased properties that were abandoned (e.g., retention of certain environmental, tax, employee and product liabilities). The scope and duration of such indemnity obligations vary from transaction to transaction. Where appropriate, an obligation for such indemnifications is recorded as a liability. Generally, a maximum obligation cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, historically the company has not made significant payments for these indemnifications.

In connection with the company’s efforts to reduce the number of facilities that it occupies, the company has vacated some of its leased facilities or sublet them to third parties. When the company sublets a facility to a third-party, it remains the primary obligor under the master lease agreement with the owner of the facility. As a result, if a third-party vacates the sublet facility, the company would be obligated to make lease or other payments under the master lease agreement. The company believes that the financial risk of default by sublessors is individually and in the aggregate not material to the company’s financial position or results of operations.

In connection with the sale of products in the ordinary course of business, the company often makes representations affirming, among other things, that its products do not infringe on the intellectual property rights of others and agrees to indemnify customers against third-party claims for such infringement. The company has not been required to make material payments under such provisions.

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 December 31,2014 and 2013, the company’s total environmental liability was approximately $32 million and $29 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 matters discussed below 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

The range of probable loss for product liability, workers compensation and other personal injury matters of the company’s continuing operations at December 31,2014, was approximately $226 million to $351 million on an undiscounted basis. The portion of these liabilities assumed in the 2006 merger with Fisher was recorded at its fair (present) value at the date of merger. The company’s accrual for all such matters in total, including the discounted liabilities, was $186 million at December 31,2014 (or $226 million undiscounted). The accrual includes estimated defense costs and is gross of estimated amounts due from insurers of $93 million at December 31,2014 (or $118 million undiscounted). The portion of these insurance assets assumed in the merger with Fisher was also recorded at its fair value at the date of merger. In addition to the above accrual, as of December 31,2014, the company had a product liability accrual of $9 million (undiscounted) relating to divested businesses.

The assets and liabilities assumed at the merger date were ascribed a fair value based on the present value of expected future cash flows, using a discount rate equivalent to the risk free rate of interest for monetary assets with comparable maturities (weighted average discount rate of 4.67%). The discount on the liabilities of approximately $40 million and the discount on the assets of approximately $25 million (net discount $15 million) are being accreted to interest expense over the expected settlement period.

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 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, EnzoBiochem, 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. The case is currently on appeal to the United States Court of Appeals for the Federal Circuit.

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, Dynabeadoligo-dT beads, NCodeoligonucleotide 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-GesellschaftZurForderungDerWissenschaften 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 Technologiesand 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 January 14, 2015, plaintiffs and Life Technologies filed petitions with the appeal court seeking rehearing.

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.

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.

XML

Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Feb. 03, 2014
Operating Leases [Abstract]
Operating Leases, Rent Expense, Net	$ 181.1	$ 127.9	$ 125.5
Operating Leases, Future Minimum Payments Due [Abstract]
2015	150.8
2016	113.4
2017	90.4
2018	69.9
2019	54.0
Thereafter	193.5
Operating Leases, Future Minimum Payments Due, Total	672.0
Unconditional Purchase Obligations [Abstract]
Unrecorded Unconditional Purchase Obligation	357.8
Term of Unrecorded Unconditional Purchase Obligation	the majority of these obligations are expected to be settled during 2015
Guarantor Obligations [Line Items]
Investment Funding Commitment	5.4
Accrual for Environmental Loss Contingencies Disclosure [Abstract]
Accrual for Environmental Loss Contingencies, Net	32	29
Enzo Biochem, Enzo Life Sciences and Yale Univ [Member] | Life Technologies Corporation [Member]
Loss Contingency [Abstract]
Damages Awarded				48.5
Prejudgment Interest Awarded				12.4
Loss Contingency Accrued				60.9
Promega Corp and Max-Plank-Gesellschaft [Member] | Life Technologies Corporation [Member]
Loss Contingency [Abstract]
Damages Awarded				52.0
Loss Contingency Accrued				52.0
Product Liability, Workers Compensation and Other Personal Injury Matters [Member]
Loss Contingency [Abstract]
Loss Contingency for Product Liability, Workers Compensation and Other Personal Injury, Range Of Possible Loss, Minimum	226
Loss Contingency for Product Liability, Workers Compensation and Other Personal Injury, Range Of Possible Loss, Maximum	351
Loss Contingency Accrued	186.0
Loss Contingency for Product Liability, Workers Compensation and Other Personal Injury, Accrual, Gross	226
Estimated Amount Due from Insurers, Net	93
Estimated Amount Due from Insurers, Undiscounted	118
Loss Contingency for Product Liability, Workers Compensation and Other Personal Injury, Accrual, Weighted Average Discount Rate	4.67%
Loss Contingency for Product Liability, Workers Compensation and Other Personal Injury, Accrual, Discount Amount	40
Estimated Amount Due from Insurers, Discount Amount	25
Loss Contingency for Product Liability, Workers Compensation and Other Personal Injury, Net, Discount Amount	15
Loss Contingency Accrual, Product Liability, Gross, Divested Business	9
Performance Guarantee [Member] | Businesses Sold [Member]
Guarantor Obligations [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted	32.1
Letters of Credit / Bank Guarantees [Member]
Guarantor Obligations [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted	139.6
Guarantor Obligations, Term	Substantially all of these letters of credit and guarantees expire before 2020.
Surety Bonds and Other Guarantees [Member]
Guarantor Obligations [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted	45.9
Guarantor Obligations, Term	The expiration of these bonds and guarantees ranges through 2016.
Pension Obligation Guarantee [Member] | Businesses Sold [Member]
Guarantor Obligations [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted	49.0
Lease Residual Value Guarantee [Member]
Guarantor Obligations [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 58.0

XML

Pension and Other Postretirement Benefit Plans

12 Months Ended

Dec. 31, 2014

General Discussion of Pension and Other Postretirement Benefits [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

Note 6. Pension and Other Postretirement Benefit Plans

401(k) Savings Plan and Other Defined Contribution Plans

The company’s 401(k) savings and other defined contribution plans cover the majority of the company’s eligible U.S. and certain non-U.S. employees. Contributions to the plans are made by both the employee and the company. Company contributions are based on the level of employee contributions. Company contributions to these plans are based on formulas determined by the company. In 2014, 2013 and 2012, the company charged to expense $118.4 million, $87.3 million and $86.0 million, respectively, related to its defined contribution plans.

Defined Benefit Pension 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.

The company recognizes the funded status of defined benefit pension and other postretirement benefit plans as an asset or liability. This amount is defined as the difference between the fair value of plan assets and the benefit obligation. The company is required to recognize as a component of other comprehensive income, net of tax, the actuarial gains/losses and prior service costs/credits that arise but were not previously required to be recognized as components of net periodic benefit cost. Other comprehensive income is adjusted as these amounts are later recognized in income as components of net periodic benefit cost.

When a company with a pension plan is acquired, any excess of projected benefit obligation over the plan assets is recognized as a liability and any excess of plan assets over the projected benefit obligation is recognized as an asset. The recognition of a new liability or a new asset results in the elimination of (a) previously existing unrecognized net gain or loss and (b) unrecognized prior service cost or credits.

The company funds annually, at a minimum, the statutorily required minimum amount as actuarially determined. During 2014, 2013 and 2012, the company made cash contributions of approximately $49.6 million, $38.2 million and $23.3 million, respectively. Additionally, in 2013 the company irrevocably contributed appreciated available-for-sale investments that had a fair value of $27 million to two of its U.K. defined benefit plans. Contributions to the plans included in the following table are estimated at between $40 and $60 million for 2015.

		The following table provides a reconciliation of benefit obligations and plan assets of the company’s domestic
and non-U.S. pension plans and postretirement benefit plans:
			Domestic Pension Benefits				Non-U.S. Pension Benefits				Postretirement Benefits
(In millions)			2014		2013		2014		2013		2014		2013
Change in Projected Benefit Obligations
	Benefit Obligation at Beginning of Year		$	449.2	$	490.0	$	857.9	$	831.0	$	38.7	$	42.0
		Business combinations		849.0		—		135.1		—		14.9		—
		Service costs		2.0		—		20.0		19.5		0.6		0.6
		Interest costs		53.1		19.0		36.7		29.0		2.1		1.7
		Settlements		(58.2)		—		(19.3)		(3.1)		—		—
		Plan participants' contributions		—		—		3.8		3.5		5.3		1.2
		Actuarial (gains) losses		76.7		(34.8)		170.3		(9.9)		4.0		(3.6)
		Benefits paid		(80.7)		(25.0)		(32.0)		(26.2)		(8.4)		(2.4)
		Currency translation and other		—		—		(97.1)		14.1		(1.9)		(0.8)
	Benefit Obligation at End of Year		$	1,291.1	$	449.2	$	1,075.4	$	857.9	$	55.3	$	38.7
Change in Fair Value of Plan Assets
	Fair Value of Plan Assets at Beginning of Year		$	374.4	$	367.1	$	670.7	$	588.4	$	—	$	—
		Business combinations		687.1		—		96.5		—		8.0		—
		Actual return on plan assets		111.4		31.8		141.0		33.4		0.6		—
		Employer contribution		13.6		0.5		32.9		63.6		3.1		1.2
		Plan participants' contributions		—		—		3.8		3.5		5.3		1.2
		Settlements		(58.2)		—		(19.3)		(3.1)		—		—
		Benefits paid		(80.7)		(25.0)		(32.0)		(26.2)		(8.4)		(2.4)
		Currency translation and other		—		—		(67.8)		11.1		—		—
	Fair Value of Plan Assets at End of Year		$	1,047.6	$	374.4	$	825.8	$	670.7	$	8.6	$	—
Funded Status			$	(243.5)	$	(74.8)	$	(249.6)	$	(187.2)	$	(46.7)	$	(38.7)
Accumulated Benefit Obligation			$	1,258.3	$	449.2	$	1,014.5	$	810.9
Amounts Recognized in Balance Sheet
		Non-current asset	$	—	$	—	$	61.8	$	25.7	$	4.8	$	—
		Current liability		(2.8)		(0.6)		(5.6)		(4.6)		(2.7)		(2.0)
		Non-current liability		(240.7)		(74.2)		(305.8)		(208.3)		(48.8)		(36.7)
		Net amount recognized	$	(243.5)	$	(74.8)	$	(249.6)	$	(187.2)	$	(46.7)	$	(38.7)
Amounts Recognized in Accumulated Other Comprehensive Loss
		Net actuarial loss	$	129.7	$	132.7	$	161.9	$	123.8	$	4.6	$	0.7
		Prior service credits		—		—		—		(2.3)		(0.3)		(0.4)
		Net amount recognized	$	129.7	$	132.7	$	161.9	$	121.5	$	4.3	$	0.3

	The actuarial assumptions used to compute the funded status for the plans are based upon information available
as of December 31, 2014 and 2013 and are as follows:
		Domestic Pension Benefits				Non-U.S. Pension Benefits				Postretirement Benefits
		2014		2013		2014		2013		2014		2013
Weighted Average Assumptions Used to Determine Projected Benefit Obligations
	Discount rate		4.00%		4.75%		2.69%		3.91%		3.76%		4.75%
	Average rate of increase in employee compensation		4.00%		4.00%		3.03%		3.21%		—		—
	Initial healthcare cost trend rate										7.07%		7.01%
	Ultimate healthcare cost trend rate										5.22%		5.45%

	The actuarial assumptions used to compute the net periodic pension benefit cost (income) are based upon
information available as of the beginning of the year, as presented in the following table:
		Domestic Pension Benefits						Non-U.S. Pension Benefits
		2014		2013		2012		2014		2013		2012
Weighted Average Assumptions Used to Determine the Net Benefit Cost (Income)
	Discount rate		4.46%		4.00%		4.50%		3.91%		3.65%		4.37%
	Average rate of increase in employee compensation		4.00%		4.00%		4.00%		3.22%		2.94%		3.23%
	Expected long-term rate of return on assets		7.00%		7.00%		7.75%		4.88%		4.96%		5.17%

The ultimate healthcare cost trend rates for the postretirement benefit plans are expected to be reached between 2015 and 2033.

The discount rate reflects the rate the company would have to pay to purchase high-quality investments that would provide cash sufficient to settle its current pension obligations. The discount rate is determined based on a range of factors, including the rates of return on high-quality, fixed-income corporate bonds and the related expected duration of the obligations or, in certain instances, the company has used a hypothetical portfolio of high quality instruments with maturities that mirror the benefit obligation in order to accurately estimate the discount rate relevant to a particular plan.

The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the projected benefit obligations. In determining the expected long-term rate of return on plan assets, the company considers the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance. In addition, the company may consult with and consider the opinions of financial and other professionals in developing appropriate return benchmarks.

Asset management objectives include maintaining an adequate level of diversification to reduce interest rate and market risk and providing adequate liquidity to meet immediate and future benefit payment requirements.

The expected rate of compensation increase reflects the long-term average rate of salary increases and is based on historic salary increase experience and management’s expectations of future salary increases.

	The amounts in accumulated other comprehensive income expected to be recognized as components of net
periodic benefit cost in 2015 are as follows:
(In millions)		Domestic Pension Benefits		Non-U.S. Pension Benefits		Post-retirement Benefits
Net Actuarial Loss		$	0.8	$	9.0	$	0.4
Net Prior Service Credit			—		(0.1)		(0.1)
		$	0.8	$	8.9	$	0.3

		The projected benefit obligation and fair value of plan assets for the company’s qualified and non-qualified
pension plans with projected benefit obligations in excess of plan assets are as follows:
			Pension Plans
(In millions)			2014		2013
Pension Plans with Projected Benefit Obligations in Excess of Plan Assets
	Projected benefit obligation		$	1,820.2	$	988.3
	Fair value of plan assets			1,265.3		700.6
		The accumulated benefit obligation and fair value of plan assets for the company's qualified and non-qualified
pension plans with accumulated benefit obligations in excess of plan assets are as follows:
			Pension Plans
(In millions)			2014		2013
Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets
	Accumulated benefit obligation		$	1,738.0	$	949.8
	Fair value of plan assets			1,265.3		697.7

The measurement date used to determine benefit information is December 31 for all plan assets and benefit obligations.

		The net periodic pension benefit cost (income) includes the following components:
			Domestic Pension Benefits						Non-U.S. Pension Benefits
(In millions)			2014		2013		2012		2014		2013		2012
Components of Net Benefit Cost (Income)
	Service cost-benefits earned		$	2.0	$	—	$	—	$	20.0	$	19.5	$	11.8
	Interest cost on benefit obligation			53.1		19.0		20.4		36.7		29.0		30.7
	Expected return on plan assets			(60.8)		(24.3)		(28.1)		(34.4)		(29.0)		(27.3)
	Amortization of actuarial net loss			3.7		5.2		3.6		4.2		6.3		3.3
	Amortization of prior service benefit			—		—		—		(0.1)		(0.3)		(0.1)
	Settlement/curtailment loss			25.5		—		—		4.1		0.1		—
	Special termination benefits			—		—		—		0.3		1.1		0.5
	Net periodic benefit cost (income)		$	23.5	$	(0.1)	$	(4.1)	$	30.8	$	26.7	$	18.9

The net periodic postretirement benefit cost was not material in 2014, 2013 or 2012. The company offered to settle pension obligations for former employee participants in certain defined benefit plans in 2014. The company recorded a charge of $29.6 million associated with those plan participants electing to accept the settlement offer.

Expected benefit payments are estimated using the same assumptions used in determining the company’s benefit obligation at December 31, 2014. Benefit payments will depend on future employment and compensation levels, average years employed and average life spans, among other factors, and changes in any of these factors could significantly affect these estimated future benefit payments. Estimated future benefit payments during the next five years and in the aggregate for the five fiscal years thereafter, are as follows:

(In millions)		Domestic Pension Benefits		Non-U.S. Pension Benefits		Post-retirement Benefits
Expected Benefit Payments
	2015	$	82.9	$	28.5	$	2.9
	2016		80.9		32.1		2.9
	2017		84.4		32.5		3.0
	2018		81.0		35.2		3.0
	2019		80.7		38.0		2.9
	2020-2024		398.9		221.0		13.6

		A change in the assumed healthcare cost trend rate by one percentage point effective January 2014 would
change the accumulated postretirement benefit obligation as of December 31, 2014 and the 2014 aggregate of service
and interest costs, as follows:
(In millions)			Increase		Decrease
One Percentage Point
	Effect on total of service and interest cost components		$	0.4	$	(0.4)
	Effect on postretirement healthcare benefit obligation			7.3		(5.7)

Domestic Pension Plan Assets

The company’s overall objective is to manage the assets in a liability framework where investments are selected that are expected to have similar changes in fair value as the related liabilities will have upon changes in interest rates. The company invests in a portfolio of both return-seeking and liability-hedging assets, primarily through the use of institutional collective funds, to achieve long-term growth and to insulate the funded position from interest rate volatility. The strategic asset allocation uses a combination of risk controlled and index strategies in fixed income and global equities. The company also has a small portfolio (comprising less than 1% of invested assets) of private equity investments. The target allocations for the remaining investments are approximately 28% to funds investing in U.S. equities, including a sub-allocation of approximately 2% to real estate-related equities, approximately 24% to funds investing in international equities and approximately 47% to funds investing in fixed income securities. The portfolio maintains enough liquidity at all times to meet the near-term benefit payments.

Non-U.S. Pension Plan Assets

The company maintains specific plan assets for many of the individual pension plans outside the U.S. The investment strategy of each plan has been uniquely established based on the country specific standards and characteristics of the plans. Several of the plans have contracts with insurance companies whereby the market risks of the benefit obligations are borne by the insurance companies. When assets are held directly in investments, generally the objective is to invest in a portfolio of diversified assets with a variety of fund managers. For plans not currently managing the assets in a liability framework, the investments are substantially limited to funds investing in global equities and fixed income securities with the target asset allocations ranging from approximately 35% - 70% for equities and 30% - 65% for fixed income securities. For plans managing the assets in a liability framework, the investments also include hedge funds, multi-asset funds and derivative funds with the target asset allocations ranging from approximately 3% - 10% for equities, 45% - 65% for fixed income, 10% - 20% for hedge funds, 4% - 5% for multi-asset funds and 18% - 22% for funds holding derivatives. The derivatives held by the funds are primarily interest rate swaps intended to match the movements in the plan liabilities as well as equity futures in a synthetic equity fund which provide targeted exposure to equity markets without the fund holding individual equity positions. Each plan maintains enough liquidity at all times to meet the near-term benefit payments.

		The fair values of the company’s plan assets at December 31, 2014 and 2013, by asset category are as follows:
			December 31,			Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)				2014		(Level 1)		(Level 2)		(Level 3)
Domestic Pension Plan Assets
	U.S. equity funds			$	290.9	$	—	$	290.9	$	—
	International equity funds				253.9		—		253.9		—
	Fixed income funds				462.5		—		462.5		—
	Private equity funds				4.7		—		—		4.7
	Money market funds				35.6		—		35.6		—
		Total Domestic Pension Plans		$	1,047.6	$	—	$	1,042.9	$	4.7
Non-U.S. Pension Plan Assets
	Equity funds			$	129.6	$	55.0	$	74.6	$	—
	Fixed income funds				341.1		21.1		320.0		—
	Hedge funds				69.1		—		69.1		—
	Multi-asset funds				13.6		—		13.6		—
	Derivative funds				105.3		—		105.3		—
	Insurance contracts				136.5		—		136.5		—
	Cash / money market funds				30.6		30.2		0.4		—
		Total Non-U.S. Pension Plans		$	825.8	$	106.3	$	719.5	$	—

			December 31,			Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)				2013		(Level 1)		(Level 2)		(Level 3)
Domestic Pension Plan Assets
	U.S. equity funds			$	87.9	$	—	$	87.9	$	—
	International equity funds				60.7		—		60.7		—
	Fixed income funds				213.3		—		213.3		—
	Private equity funds				7.0		—		—		7.0
	Money market funds				5.5		—		5.5		—
		Total Domestic Pension Plans		$	374.4	$	—	$	367.4	$	7.0
Non-U.S. Pension Plan Assets
	Equity funds			$	109.0	$	55.4	$	53.6	$	—
	Fixed income funds				252.3		22.4		229.9		—
	Hedge funds				91.9		—		91.9		—
	Multi-asset funds				15.7		—		15.7		—
	Derivative funds				91.5		—		91.5		—
	Insurance contracts				100.6		—		100.6		—
	Cash / money market funds				9.7		9.5		0.2		—
		Total Non-U.S. Pension Plans		$	670.7	$	87.3	$	583.4	$	—

The tables above present the fair value of the company’s plan assets in accordance with the fair value hierarchy (Note 12). Certain pension plan assets are measured using net asset value per share (or its equivalent) and are reported as a level 2 investment above due to the company’s ability to redeem its investment either at the balance sheet date or within limited time restrictions. The fair value of the company’s private equity investments, which are classified as level 3 investments, are based on valuations provided by the respective funds. There was no significant activity within the Level 3 pension plan assets during the years presented.

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Other Expense, Net (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Other Expense, Net Disclosure
Interest Income	$ 47.7	$ 28.0	$ 25.2
Interest Expense	(479.9)	(262.1)	(241.6)
Other Items, Net	16.4	(56.0)	3.7
Other Expense, Net	(415.8)	(290.1)	(212.7)
Gain on sale of investment accounted for under cost method		5
Fees Associated with Short-term Financing Commitments		74
Fair value of available-for-sale investments contributed to defined benefit plans		27.1
Available-for-sale Securities, Gross Realized Gains	2.0	11.0
Gain on Sale of Investments	$ 9

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Other Expense, Net

12 Months Ended

Dec. 31, 2014

Other Expense, Net Disclosure

Other Expense, Net [Text Block]

Note 4. Other Expense, Net

The components of other expense, net, in the accompanying statement of income are as follows:

(In millions)	2014		2013		2012
Interest Income	$	47.7	$	28.0	$	25.2
Interest Expense		(479.9)		(262.1)		(241.6)
Other Items, Net		16.4		(56.0)		3.7
Other Expense, Net	$	(415.8)	$	(290.1)	$	(212.7)

Other Items, Net

In 2014, other items, net includes $9 million of net gains from equity and available-for-sale investments.

In 2013, other items, net includes $74 million of charges related to amortization of fees paid to obtain bridge financing commitments related to the Life Technologies acquisition offset in part by $5 million of gains from sales of equity investments. Additionally, the company irrevocably contributed appreciated available-for-sale investments that had a fair value of $27 million to two of its U.K. defined benefit plans, resulting in realization of a previously unrecognized gain of $11 million.

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Stockbased Compensation Expense

12 Months Ended

Dec. 31, 2014

Stock-based Compensation Expense Disclosure [Abstract]

Stock-based Compensation Expense [Text Block]

Note 5. Stock-based Compensation Expense

The company has stock-based compensation plans for its key employees, directors and others. These plans permit the grant of a variety of stock and stock-based awards, including restricted stock units, stock options or performance-based shares, as determined by the compensation committee of the company’s Board of Directors or, for certain non-officer grants, by the company’s employee equity committee, which consists of its chief executive officer. The company generally issues new shares of its common stock to satisfy option exercises and restricted unit vestings. Grants of stock options and restricted units generally provide that in the event of both a change in control of the company and a qualifying termination of an option or unit holder’s employment, all options and service-based restricted unit awards held by the recipient become immediately vested (unless an employment or other agreement with the employee provides for different treatment).

Compensation cost is based on the grant-date fair value and is recognized ratably over the requisite vesting period or to the date based on qualifying retirement eligibility, if earlier.

	The components of stock-based compensation expense are as follows:
(In millions)		2014		2013		2012
Stock Option Awards		$	45.7	$	41.4	$	39.3
Restricted Unit Awards			71.4		49.5		38.9
Total Stock-based Compensation Expense		$	117.1	$	90.9	$	78.2

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 2014, the company recorded expense for cash-in-lieu of equity of $34.8 millionrelated to these arrangements.

The company has elected to recognize any excess income tax benefits from stock option exercises in capital in excess of par value only if an incremental income tax benefit would be realized after considering all other tax attributes presently available to the company. The company measures the tax benefit associated with excess tax deductions related to stock-based compensation expense by multiplying the excess tax deductions by the statutory tax rates. The company uses the incremental tax benefit approach for utilization of tax attributes. Tax benefits recognized in capital in excess of par value on the accompanying balance sheet were $65.4 million, $46.6 million and $18.7 million, respectively, in 2014, 2013 and 2012.

Stock Options

The company’s practice is to grant stock options at fair market value. Options vest over 3-5 years with terms of 7-10 years, assuming continued employment with certain exceptions. Vesting of the option awards is contingent upon meeting certain service conditions.The fair value of most option grants is estimated using the Black-Scholes option pricing model. For option grants that require the achievement of both service and market conditions, a lattice model is used to estimate fair value. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the historical volatility of the company’s stock. Historical data on exercise patterns is the basis for estimating the expected life of an option. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term which approximates the expected life assumed at the date of grant. The expected annual dividend rate was calculated by dividing the company’s annual dividend, based on the most recent quarterly dividend rate, by the closing stock price on the grant date. The compensation expense recognized for all stock-based awards is net of estimated forfeitures. Forfeitures are estimated based on an analysis of actual option forfeitures.

The weighted average assumptions used in the Black-Scholes option pricing model are as follows:

	2014		2013		2012
Expected Stock Price Volatility		25%		33%		34%
Risk Free Interest Rate		1.3%		0.7%		0.8%
Expected Life of Options (years)		4.4		4.5		4.5
Expected Annual Dividend		0.5%		0.8%		0.9%

The weighted average per share grant-date fair values of options granted during 2014, 2013 and 2012 were $26.89, $19.84 and $15.36, respectively. The total intrinsic value of options exercised during the same periods was $207.9 million, $189.8 million and $125.4 million, respectively. The intrinsic value is the difference between the market value of the shares on the exercise date and the exercise price of the option.

A summary of the company’s option activity for the year ended December 31,2014 is presented below:

						Weighted
						Average
				Weighted		Remaining		Aggregate
				Average		Contractual		Intrinsic
		Shares		Exercise		Term		Value (a)
		(in millions)		Price		(in years)		(in millions)
Outstanding at December 31, 2013			11.5		54.81
	Granted		2.6		124.03
	Exercised		(3.0)		51.55
	Canceled / Expired		(0.6)		85.23
Outstanding at December 31, 2014			10.5		71.34		4.1
Vested and Unvested Expected to Vest at
December 31, 2014			10.1		70.04		4.0	$	558.3
Exercisable at December 31, 2014			4.9		51.09		2.9	$	365.9
(a)	Market price per share on December 31, 2014 was $125.29. The intrinsic value is zero for options with exercise prices above the market price.

As of December 31,2014, there was $77 million of total unrecognized compensation cost related to unvested stock options granted. The cost is expected to be recognized through 2018 with a weighted average amortization period of 2.5 years.

Restricted Share/Unit Awards

Awards of restricted units convert into an equivalent number of shares of common stock. The awards generally vest over 3-4 years, assuming continued employment, with some exceptions. Vesting of the awards is contingent upon meeting certain service conditions and may also be contingent upon meeting certain performance and/or market conditions. The fair market value of the award at the time of the grant is amortized to expense over the requisite service period of the award, which is generally the vesting period. Recipients of restricted units have no voting rights but are entitled to accrue dividend equivalents. The fair value of service- and performance-based restricted unit awards is determined based on the number of units granted and the market value of the company’s shares on the grant date. For awards with market-based vesting conditions, the company uses a lattice model to estimate the grant-date fair value of the award.

A summary of the company’s restricted unit activity for the year ended December 31,2014 is presented below:

		Units(in thousands)		Weighted Average Grant-Date Fair Value
Unvested at December 31, 2013			1,847		62.43
	Granted		982		116.77
	Vested		(896)		67.72
	Forfeited		(128)		94.57
Unvested at December 31, 2014			1,805		87.09

The total fair value of shares vested during 2014, 2013 and 2012 was $60.7 million, $47.2 million and $23.0 million, respectively.

As of December 31,2014, there was $101 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 2.2 years.

Employee Stock Purchase Plans

Qualifying employees are eligible to participate in an employee stock purchase plan sponsored by the company. Shares may be purchased under the program at 95% of the fair market value at the end of the purchase period and the shares purchased are not subject to a holding period. Shares are purchased through payroll deductions of up to 10% of each participating employee’s gross wages. The company issued 119,000, 100,000 and 151,000 shares, respectively, of its common stock for the 2014, 2013 and 2012 plan years, which ended on December 31.

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Income Taxes

12 Months Ended

Dec. 31, 2014

Income Taxes Disclosure [Abstract]

Income Taxes [Text Block]

Note 7. Income Taxes

	The components of income from continuing operations before provision for income taxes are as follows:
(In millions)		2014		2013		2012
U.S.		$	1,153.3	$	914.9	$	908.5
Non-U.S.			933.9		404.6		360.9
Income from Continuing Operations		$	2,087.2	$	1,319.5	$	1,269.4

		The components of the provision for income taxes of continuing operations are as follows:
(In millions)			2014		2013		2012
Current Income Tax Provision
	Federal		$	444.5	$	242.5	$	160.5
	Non-U.S.			404.8		210.1		92.1
	State			35.0		13.5		16.1
				884.3		466.1		268.7
Deferred Income Tax Provision (Benefit)
	Federal		$	(362.4)	$	(241.3)	$	(40.8)
	Non-U.S.			(297.3)		(178.8)		(205.2)
	State			(32.9)		(5.6)		(11.7)
				(692.6)		(425.7)		(257.7)
			$	191.7	$	40.4	$	11.0

	The income tax provision (benefit) included in the accompanying statement of income is as follows:
(In millions)		2014		2013		2012
Continuing Operations		$	191.7	$	40.4	$	11.0
Discontinued Operations			(0.6)		(3.7)		(44.0)
		$	191.1	$	36.7	$	(33.0)

The company receives a tax deduction upon the exercise of non-qualified stock options by employees for the difference between the exercise price and the market price of the underlying common stock on the date of exercise. The provision for income taxes that is currently payable does not reflect $65.4 million,$46.6 million and $18.7 million of such benefits that have been allocated to capital in excess of par value in 2014, 2013 and 2012, respectively.

		The provision for income taxes in the accompanying statement of income differs from the provision calculated
by applying the statutory federal income tax rate of 35% to income from continuing operations before provision for
income taxes due to the following:
(In millions)			2014		2013		2012
Provision for Income Taxes at Statutory Rate			$	730.5	$	461.8	$	444.3
Increases (Decreases) Resulting From:
	Foreign rate differential			(278.4)		(180.2)		(319.5)
	Foreign and research and development tax credits			(239.9)		(227.6)		(52.1)
	Manufacturing deduction			(45.9)		(33.6)		(27.3)
	Singapore tax holiday			(34.0)		—		—
	Impact of change in tax laws and apportionment on deferred taxes			(21.0)		3.3		(53.7)
	Nondeductible expenses			23.4		19.6		8.1
	Provision (reversal) of tax reserves, net			28.0		(4.3)		14.8
	Basis difference on disposal of businesses			18.7		—		—
	Tax return reassessments and settlements			(3.6)		10.5		—
	State income taxes, net of federal tax			9.3		(3.8)		(8.6)
	Other, net			4.6		(5.3)		5.0
			$	191.7	$	40.4	$	11.0

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, 2021. The impact of this tax holiday decreased the annual effective tax rate by 1.6% and increased diluted earnings per share by approximately $0.08 in 2014.

In 2014, non-U.S. subsidiaries of the company made cash and deemed distributions to the company’s U.S. operations which resulted in no net tax cost. As a result of these distributions, the company generated U.S. foreign tax credits of $172 million, offset in part by additional U.S. income taxes of $55 million on the related foreign income which reduced the benefit from the foreign tax rate differential in 2014. In 2013, non-U.S. subsidiaries of the company made cash and deemed distributions to the company’s U.S. operations which resulted in no net tax cost. As a result of these distributions, the company generated U.S. foreign tax credits of $160 million, offset in part by additional U.S. income taxes of $56 million on the related foreign income which reduced the benefit from the foreign tax rate differential in 2013. In addition, the impact of tax law changes in certain foreign jurisdictions reduced the benefit from the foreign rate differential in 2013. The impact of change in tax laws and apportionment on deferred taxes in 2012 includes $55 million of benefit from a tax rate reduction enacted in Sweden.

		Net deferred tax asset (liability) in the accompanying balance sheet consists of the following:
(In millions)			2014		2013
Deferred Tax Asset (Liability)
	Depreciation and amortization		$	(4,468.8)	$	(2,319.1)
	Net operating loss and credit carryforwards			941.9		690.7
	Reserves and accruals			163.1		125.4
	Accrued compensation			339.1		195.1
	Inventory basis difference			96.6		61.2
	Other capitalized costs			116.0		51.9
	Unrealized losses on hedging instruments			12.8		14.7
	Other, net			64.2		36.0
	Deferred tax assets (liabilities), net before valuation allowance			(2,735.1)		(1,144.1)
	Less: Valuation allowance			116.2		76.8
	Deferred tax assets (liabilities), net		$	(2,851.3)	$	(1,220.9)

The company estimates the degree to which tax assets and loss and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction and provides a valuation allowance for tax assets and loss and credit carryforwards that it believes will more likely than not expire unutilized. At December 31,2014, all of the company’s valuation allowance relates to deferred tax assets for which any subsequently recognized tax benefits will reduce income tax expense.

At December 31,2014, the company had federal, state and non-U.S. net operating loss carryforwards of $131.5 million, $830.3 million and $2.61 billion, respectively. Use of the carryforwards is limited based on the future income of certain subsidiaries. The federal and state net operating loss carryforwards expire in the years 2015 through 2034. Of the non-U.S. net operating loss carryforwards, $277.5 million expire in the years 2015 through 2033, and the remainder do not expire. The company also had $209.3 million of federal foreign tax credit carryforwards as of December 31,2014, which expire in the years 2015 through 2024.

A provision has not been made for U.S. or additional non-U.S. taxes on $8.44 billion of undistributed earnings of international subsidiaries that could be subject to taxation if remitted to the U.S. because the company plans to keep these amounts permanently reinvested overseas except for instances where the company can remit such earnings to the U.S. without an associated net tax cost.It is not practicable to estimate the unrecognized tax liability due to i) the extent of uncertainty as to which remittance structure would be used (among several possibilities) should a decision be made to repatriate;ii) the availability and the complexity of calculating foreign tax credits; and iii) the implications of indirect taxes, including withholding taxes that could potentially be required depending on the repatriation structure.

Unrecognized Tax Benefits

As of December 31,2014, the company had $214.1 million of unrecognized tax benefits which, if recognized, would reduce the effective tax rate.

	A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
(In millions)		2014		2013		2012
Balance at beginning of year		$	134.2	$	164.8	$	120.3
Additions due to acquisitions			54.3		—		—
Additions for tax positions of current year			35.3		12.6		20.5
Additions for tax positions of prior years			38.3		15.6		31.8
Closure of tax years			—		(7.2)		(7.8)
Settlements			(48.0)		(51.6)		—
		$	214.1	$	134.2	$	164.8

During 2014, the company acquired Life Technologies which resulted in an increase in the company’s liability for unrecognized tax benefits of $54.3 million. The liability also increased due to the provision of tax reserves, primarily related to the sale of the divested businesses and a tax matter in a foreign jurisdiction.During 2014, the company settled the IRS audit relating to the 2010 and 2011 tax years which resulted in a decrease in the company’s liability for unrecognized tax benefits of $48.0 million.Of the total $214 million of liability, $7 million is classified as a current liability and the remainder is long-term.

During 2013, the company settled the IRS audit relating to the 2008 and 2009 tax years which resulted in a decrease in the company’s liability for unrecognized tax benefits of $8.9 million. The liability was also reduced by $21.0 million due to the company’s withdrawal of a U.S. court case relating to the 2001 to 2003 tax years. Additionally, in 2013, the company benefited from a favorable resolution of a court case in Sweden which resulted in a decrease in the liability for unrecognized tax benefits of $21.1 million. Of the total $21.1 million, $16.9 million reduced income tax expense.

During 2012, the statute of limitations on certain unrecognized tax benefits lapsed which resulted in a decrease in the liability for unrecognized tax benefits of $7.8 million, all of which reduced income tax expense.

The company classified interest and penalties related to unrecognized tax benefits as income tax expense. The total amount of interest and penalties related to uncertain tax positions and recognized in the balance sheet as of December 31, 2014and 2013 was $15.5 million and $14.1 million, respectively.

The company conducts business globally and, as a result, Thermo Fisher or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, China, Denmark, Finland, France, Germany, Japan, Singapore, Sweden, the United Kingdom and the United States. With few exceptions, the company is no longer subject to U.S. federal, state and local, or non-U.S., income tax examinations for years before 2010.

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Employee Stock Purchase Plans (Details) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Employee Stock Purchase Plan [Abstract]
Purchase Price (% of Market Price on Purchase Date)	95.00%
Maximum Employee Subscription Rate (% of Gross Wages)	10.00%
Stock Issued During Period, Employee Stock Purchase Plans (in shares)	119	100	151

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Comprehensive Income and Shareholders' Equity (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended			1 Months Ended	0 Months Ended
	Dec. 31, 2014	Sep. 27, 2014	Jun. 28, 2014	Mar. 29, 2014	Dec. 31, 2013	Sep. 28, 2013	Jun. 29, 2013	Mar. 30, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jan. 31, 2014	Feb. 03, 2014
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Items, Beginning Balance				$ (77.2)					$ (77.2)			$ (77.2)
Other comprehensive income (loss) before reclassifications									(1,233.1)
Amounts reclassified from accumulated other comprehensive items									25.3
Total other comprehensive items									(1,207.8)	73.2	249.1
Accumulated Other Comprehensive Items, Ending Balance	(1,285.0)				(77.2)				(1,285.0)	(77.2)
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other Expense, Net									415.8	290.1	212.7
Total Before Tax									(2,087.2)	(1,319.5)	(1,269.4)
Income Tax Provision (Benefit)									191.7	40.4	11.0
Net of Tax	(601.2)	(471.6)	(278.5)	(543.1)	(342.1)	(317.6)	(277.4)	(336.2)	(1,894.4)	(1,273.3)	(1,177.9)
Class of Stock Disclosures [Abstract]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	39,600,000								39,600,000
Preferred Stock, $100 Par Value - Shares Authorized (in shares)	50,000				50,000				50,000	50,000
Preferred Stock, $100 Par Value - Par Value (in dollars per share)	$ 100				$ 100				$ 100	$ 100
Common Stock, Call or Exercise Features									Shareholder Rights Plan The company has distributed rights under a shareholder rights plan adopted by the company’s Board of Directors to holders of outstanding shares of the company’s common stock. Each right entitles the holder to purchase one hundred-thousandth of a share (a Unit) of Series B Junior Participating Preferred Stock, $100 par value, at a purchase price of $200 per Unit, subject to adjustment. The rights will not be exercisable until the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an Acquiring Person) has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of common stock (the Stock Acquisition Date), or (ii) 10 business days following the commencement of a tender offer or exchange offer for 15% or more of the outstanding shares of common stock. In the event that a person becomes the beneficial owner of 15% or more of the outstanding shares of common stock, except pursuant to an offer for all outstanding shares of common stock that at least 75% of the Board of Directors determines to be fair to, and otherwise in the best interests of, stockholders, each holder of a right (except for the Acquiring Person) will thereafter have the right to receive, upon exercise, that number of shares of common stock (or, in certain circumstances, units of preferred stock, cash, property or other securities of the company) which equals the exercise price of the right divided by one-half of the current market price of the common stock. In the event that, at any time after any person has become an Acquiring Person, (i) the company is acquired in a merger or other business combination transaction in which the company is not the surviving corporation or its common stock is changed or exchanged (other than a merger that follows an offer approved by the Board of Directors), or (ii) 50% or more of the company’s assets or earning power is sold or transferred, each holder of a right (except for the Acquiring Person) shall thereafter have the right to receive, upon exercise, the number of shares of common stock of the acquiring company that equals the exercise price of the right divided by one-half of the current market price of such common stock. At any time until the Stock Acquisition Date, the company may redeem the rights in whole, but not in part, at a price of $.01 per right (payable in cash or stock). The rights expire on September 29, 2015, unless earlier redeemed or exchanged.
Equity Forward Agreements [Member]
Forward Contract Indexed to Issuer's Equity [Line Items]
Forward Contract Indexed to Issuer's Equity, Current Forward Rate Per Share												$ 82.5342
Issuance of shares (in shares)												29,600,000
Subscription Agreement [Member]
Forward Contract Indexed to Issuer's Equity [Line Items]
Forward Contract Indexed to Issuer's Equity, Current Forward Rate Per Share													$ 94.85
Issuance of shares (in shares)													5,300,000
Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net of Tax									25.3	3.0	7.7
Currency Translation Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Items, Beginning Balance				112.0					112.0			112.0
Other comprehensive income (loss) before reclassifications									(1,182.6)
Total other comprehensive items									(1,182.6)
Accumulated Other Comprehensive Items, Ending Balance	(1,070.6)								(1,070.6)
Unrealized Gains (Losses) on Available-for-Sale Investments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Items, Beginning Balance				1.3					1.3			1.3
Other comprehensive income (loss) before reclassifications									1.7
Amounts reclassified from accumulated other comprehensive items									(1.7)
Total other comprehensive items									0
Accumulated Other Comprehensive Items, Ending Balance	1.3								1.3
Unrealized Gains (Losses) on Available-for-Sale Investments [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other Expense, Net									(1.9)	(10.5)
Income Tax Provision (Benefit)									0.2	2.5
Net of Tax									(1.7)	(8.0)
Unrealized Gains (Losses) on Hedging Instruments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Items, Beginning Balance				(23.9)					(23.9)			(23.9)
Other comprehensive income (loss) before reclassifications									0
Amounts reclassified from accumulated other comprehensive items									3.0
Total other comprehensive items									3.0
Accumulated Other Comprehensive Items, Ending Balance	(20.9)								(20.9)
Unrealized Gains (Losses) on Hedging Instruments [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Other Expense, Net									4.8	5.4	5.3
Income Tax Provision (Benefit)									(1.8)	(2.2)	(2.0)
Net of Tax									3.0	3.2	3.3
Pension and Other Postretirement Benefit Liability Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Items, Beginning Balance				(166.6)					(166.6)			(166.6)
Other comprehensive income (loss) before reclassifications									(52.2)
Amounts reclassified from accumulated other comprehensive items									24.0
Total other comprehensive items									(28.2)
Accumulated Other Comprehensive Items, Ending Balance	(194.8)				(166.6)				(194.8)	(166.6)
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net Periodic Benefit Cost - Amortization of Actuarial Losses									7.8	11.5	6.9
Net Periodic Benefit Cost - Amortization of Prior Service Benefit									(0.1)	(0.1)	(0.1)
Pension and Other Postretirement Benefit Liability Adjustment [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net Periodic Benefit Cost - Settlement Losses									29.6
Total Before Tax									37.3	11.4	6.8
Income Tax Provision (Benefit)									(13.3)	(3.6)	(2.4)
Net of Tax									$ 24.0	$ 7.8	$ 4.4

XML

Pensions Benefit Obligations (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Domestic Pension Benefits [Member]
Change in Projected Benefit Obligation [Roll Forward]
Benefit Obligation at Beginning of Year	$ 449.2	$ 490.0
Business combination	849.0
Service costs	2.0	0	0
Interest costs	53.1	19.0	20.4
Settlements	(58.2)
Actuarial (gains) losses	76.7	(34.8)
Benefits paid	(80.7)	(25.0)
Benefit Obligation at End of Year	1,291.1	449.2	490.0
Accumulated Benefit Obligation	1,258.3	449.2
Weighted Average Assumptions Used to Determine Benefit Obligations [Abstract]
Discount Rate	4.00%	4.75%
Average rate of increase in employee compensation	4.00%	4.00%
Non-U.S. Pension Benefits [Member]
Change in Projected Benefit Obligation [Roll Forward]
Benefit Obligation at Beginning of Year	857.9	831.0
Business combination	135.1
Service costs	20.0	19.5	11.8
Interest costs	36.7	29.0	30.7
Settlements	(19.3)	(3.1)
Plan participants' contributions	3.8	3.5
Actuarial (gains) losses	170.3	(9.9)
Benefits paid	(32.0)	(26.2)
Currency translation and other	(97.1)	14.1
Benefit Obligation at End of Year	1,075.4	857.9	831.0
Accumulated Benefit Obligation	1,014.5	810.9
Weighted Average Assumptions Used to Determine Benefit Obligations [Abstract]
Discount Rate	2.69%	3.91%
Average rate of increase in employee compensation	3.03%	3.21%
Other Postretirement Benefits [Member]
Change in Projected Benefit Obligation [Roll Forward]
Benefit Obligation at Beginning of Year	38.7	42.0
Business combination	14.9
Service costs	0.6	0.6
Interest costs	2.1	1.7
Plan participants' contributions	5.3	1.2
Actuarial (gains) losses	4.0	(3.6)
Benefits paid	(8.4)	(2.4)
Currency translation and other	(1.9)	(0.8)
Benefit Obligation at End of Year	$ 55.3	$ 38.7
Weighted Average Assumptions Used to Determine Benefit Obligations [Abstract]
Discount Rate	3.76%	4.75%
Initial healthcare cost trend rate	7.07%	7.01%
Ultimate healthcare cost trend rate	5.22%	5.45%
Other Postretirement Benefits [Member] | Minimum [Member]
Weighted Average Assumptions Used to Determine Benefit Obligations [Abstract]
Year that Healthcare Cost Rate Reaches Ultimate Trend Rate	2015
Other Postretirement Benefits [Member] | Maximum [Member]
Weighted Average Assumptions Used to Determine Benefit Obligations [Abstract]
Year that Healthcare Cost Rate Reaches Ultimate Trend Rate	2033

XML

Stockbased Compensation, Restricted Units Disclosures (Details) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Unvested Restricted Units [Roll Forward]
Unvested Restricted Units, Beginning Balance	1,847
Granted	982
Vested	(896)
Forfeited	(128)
Unvested Restricted Units, Ending Balance	1,805	1,847
Restricted Units, Additional Disclosures [Abstract]
Unvested Restricted Units, Weighted Average Grant Date Fair Value, Beginning Balance (in dollars per share)	$ 62.43
Granted, Weighted Average Grant Date Fair Value (in dollars per share)	$ 116.77
Vested, Weighted Average Grant Date Fair Value (in dollars per share)	$ 67.72
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share)	$ 94.57
Unvested Restricted Units, Weighted Average Grant Date Fair Value, Ending Balance (in dollars per share)	$ 87.09	$ 62.43
Fair Value of Units Vested	$ 60.7	$ 47.2	$ 23.0
Restricted Units [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Requisite Service Period	3 years
Restricted Units [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Requisite Service Period	4 years

XML

Restructuring and Other Costs (Income), Net (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 27, 2014	Jun. 28, 2014	Mar. 29, 2014	Dec. 31, 2013	Sep. 28, 2013	Jun. 29, 2013	Mar. 30, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Feb. 26, 2015
Restructuring And Other Costs, Net Disclosure
Restructuring and Related Cost, Percentage of Total Workforce Eliminated									3.00%	3.00%	3.00%
Identified Future Restructuring Costs												$ 70.0
Restructuring Reserve [Line Items]
Cost of Revenues									327.6	28.6	55.6
Selling, General and Administrative Expenses									130.7	73.5	12.5
Restructuring and Other Costs (Income), Net									(598.2)	77.7	82.1
Total Restructuring and Other Costs (Income), Net	47.3	(88.2)	231.9	(330.9)	50.3	36.3	57.2	36.0	(139.9)	179.8	150.2
Restructuring and Related Costs, Non-Cash Costs (Income), Net									19.9		15.0
Gain (Loss) Related To Litigation-related Matter									(9.3)
Gain (Loss) on Divestiture of Businesses									895.4	0	0
Monetized Equity Awards [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Non-Cash Costs (Income), Net									19.6
Life Sciences Solutions [Member]
Restructuring Reserve [Line Items]
Cost of Revenues									327.3	0	0.7
Selling, General and Administrative Expenses									122.5	51.7
Restructuring and Other Costs (Income), Net									(516.4)	4.4	7.8
Total Restructuring and Other Costs (Income), Net									(66.6)	56.1	8.5
Restructuring and Related Costs, Cash Costs									232.0	4.4	7.4
Asset Writedowns											0.4
Gain (Loss) Related To Litigation-related Matter									(9.3)
Gain (Loss) on Divestiture of Businesses									760.3
Life Sciences Solutions [Member] | Severance [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs											4.6
Life Sciences Solutions [Member] | Abandonment of Excess Facilities [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs									5.5		2.2
Life Sciences Solutions [Member] | Other Restructuring [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs											0.6
Life Sciences Solutions [Member] | Monetized Equity Awards [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs									91.7
Life Sciences Solutions [Member] | Transaction Costs Related to Acquisition [Member]
Restructuring Reserve [Line Items]
Selling, General and Administrative Expenses									100.5	51.7
Life Sciences Solutions [Member] | Transaction Costs Related to Divestiture [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs										4.1
Life Sciences Solutions [Member] | Charges for Changes in Estimates of Contingent Consideration for Acquisitions [Member]
Restructuring Reserve [Line Items]
Selling, General and Administrative Expenses									5.7
Life Sciences Solutions [Member] | Costs to Conform Accounting Policies [Member]
Restructuring Reserve [Line Items]
Cost of Revenues									21.4
Selling, General and Administrative Expenses									16.2
Life Sciences Solutions [Member] | Charges for Sales of Inventories Revalued at Acquisition [Member]
Restructuring Reserve [Line Items]
Cost of Revenues									303.4
Life Sciences Solutions [Member] | Accelerated Depreciation Related to Facility Consolidations [Member]
Restructuring Reserve [Line Items]
Cost of Revenues									2.3
Analytical Instruments [Member]
Restructuring Reserve [Line Items]
Cost of Revenues									(0.8)	2.9	0.4
Selling, General and Administrative Expenses									0.9	0.6	(0.1)
Restructuring and Other Costs (Income), Net									2.5	20.9	32.8
Total Restructuring and Other Costs (Income), Net									2.6	24.4	33.1
Restructuring and Related Costs, Cash Costs										23.6	24.8
Restructuring and Related Costs, Non-Cash Costs (Income), Net										(2.7)
Asset Writedowns											8.0
Gain (Loss) on Disposition of Property Plant Equipment									6.0
Analytical Instruments [Member] | Severance [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs										18.3	16.4
Analytical Instruments [Member] | Abandonment of Excess Facilities [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs										2.8	6.7
Analytical Instruments [Member] | Other Restructuring [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs										2.5	1.7
Specialty Diagnostics [Member]
Restructuring Reserve [Line Items]
Cost of Revenues									0.9	24.9	52.8
Selling, General and Administrative Expenses									1.5	12.9	13.7
Restructuring and Other Costs (Income), Net									17.7	24.2	15.0
Total Restructuring and Other Costs (Income), Net									20.1	62.0	81.5
Restructuring and Related Costs, Cash Costs									18.7		14.3
Restructuring and Related Costs, Non-Cash Costs (Income), Net									(1.0)
Asset Writedowns											0.7
Specialty Diagnostics [Member] | Severance [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs									9.5	17.8	11.3
Specialty Diagnostics [Member] | Abandonment of Excess Facilities [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs										2.8	0.6
Specialty Diagnostics [Member] | Other Restructuring [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs										3.5	2.4
Laboratory Products and Services [Member]
Restructuring Reserve [Line Items]
Cost of Revenues									0.2	0.8	1.7
Selling, General and Administrative Expenses										0	(0.9)
Restructuring and Other Costs (Income), Net									(121.0)	25.2	25.5
Total Restructuring and Other Costs (Income), Net									(120.8)	26.0	26.3
Restructuring and Related Costs, Cash Costs									7.2	22.9	19.1
Restructuring and Related Costs, Non-Cash Costs (Income), Net										2.3	6.4
Loss (Gain) due to Pension Plan Settlements and Curtailments									3.8
Gain (Loss) Related To Litigation-related Matter											5.9
Gain (Loss) on Divestiture of Businesses									133.6
Laboratory Products and Services [Member] | Severance [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs										16.4	11.7
Laboratory Products and Services [Member] | Abandonment of Excess Facilities [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs										4.1	3.8
Laboratory Products and Services [Member] | Other Restructuring [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs										2.4	3.6
Corporate [Member]
Restructuring Reserve [Line Items]
Selling, General and Administrative Expenses									5.8	8.3	(0.2)
Restructuring and Other Costs (Income), Net									19.0	3.0	1.0
Total Restructuring and Other Costs (Income), Net									24.8	11.3	0.8
Restructuring and Related Costs, Non-Cash Costs (Income), Net									17.3
Loss (Gain) due to Pension Plan Settlements and Curtailments									25.6
Gain (Loss) on Disposition of Property Plant Equipment									9.6
Corporate [Member] | Severance [Member]
Restructuring Reserve [Line Items]
Restructuring and Related Costs, Cash Costs									$ 1.7		$ 1.0

XML

Business Segment Information (Tables)

12 Months Ended

Dec. 31, 2014

Business Segments

Schedule of Segment Reporting Information, by Segment [Table Text Block]

Business Segment Information
(In millions)			2014		2013		2012
Revenues
	Life Sciences Solutions		$	4,195.7	$	712.5	$	658.8
	Analytical Instruments			3,252.2		3,154.2		3,114.7
	Specialty Diagnostics			3,343.6		3,191.7		2,961.5
	Laboratory Products and Services			6,601.5		6,398.8		6,102.8
	Eliminations			(503.4)		(366.9)		(327.9)
		Consolidated revenues		16,889.6		13,090.3		12,509.9
Segment Income (a)
	Life Sciences Solutions			1,214.9		169.7		154.8
	Analytical Instruments			581.1		558.7		554.6
	Specialty Diagnostics			916.0		863.7		758.1
	Laboratory Products and Services			982.8		960.4		912.4
		Subtotal reportable segments (a)		3,694.8		2,552.5		2,379.9
	Cost of revenues charges			(327.6)		(28.6)		(55.6)
	Selling, general and administrative charges, net			(130.7)		(73.5)		(12.5)
	Restructuring and other (costs) income, net			598.2		(77.7)		(82.1)
	Amortization of acquisition-related intangible assets			(1,331.7)		(763.1)		(747.6)
		Consolidated operating income		2,503.0		1,609.6		1,482.1
	Other expense, net (b)			(415.8)		(290.1)		(212.7)
	Income from continuing operations before income taxes		$	2,087.2	$	1,319.5	$	1,269.4
Depreciation
	Life Sciences Solutions		$	131.6	$	17.1	$	16.8
	Analytical Instruments			39.0		41.2		42.5
	Specialty Diagnostics			76.7		73.9		72.9
	Laboratory Products and Services			105.8		104.6		103.9
		Consolidated depreciation	$	353.1	$	236.8	$	236.1
(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.

(In millions)			2014		2013		2012
Total Assets
	Life Sciences Solutions		$	19,257.0	$	1,115.5	$	1,115.6
	Analytical Instruments			4,133.3		4,321.4		4,304.9
	Specialty Diagnostics			8,047.7		9,086.0		9,841.0
	Laboratory Products and Services			10,875.7		11,523.5		11,531.5
	Corporate/Other (c)			538.4		5,817.0		651.6
		Consolidated total assets	$	42,852.1	$	31,863.4	$	27,444.6
Capital Expenditures
	Life Sciences Solutions		$	104.4	$	19.3	$	26.9
	Analytical Instruments			38.1		33.5		42.0
	Specialty Diagnostics			84.7		77.9		97.6
	Laboratory Products and Services			102.1		94.7		112.6
	Corporate/Other			98.3		57.0		36.0
		Consolidated capital expenditures	$	427.6	$	282.4	$	315.1
(c)	Corporate assets consist primarily of cash and cash equivalents, short-term investments, property and equipment at the company's corporate offices and assets of the discontinued operations.

Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]

Business Segment Information
(In millions)			2014		2013		2012
Revenues
	Life Sciences Solutions		$	4,195.7	$	712.5	$	658.8
	Analytical Instruments			3,252.2		3,154.2		3,114.7
	Specialty Diagnostics			3,343.6		3,191.7		2,961.5
	Laboratory Products and Services			6,601.5		6,398.8		6,102.8
	Eliminations			(503.4)		(366.9)		(327.9)
		Consolidated revenues		16,889.6		13,090.3		12,509.9
Segment Income (a)
	Life Sciences Solutions			1,214.9		169.7		154.8
	Analytical Instruments			581.1		558.7		554.6
	Specialty Diagnostics			916.0		863.7		758.1
	Laboratory Products and Services			982.8		960.4		912.4
		Subtotal reportable segments (a)		3,694.8		2,552.5		2,379.9
	Cost of revenues charges			(327.6)		(28.6)		(55.6)
	Selling, general and administrative charges, net			(130.7)		(73.5)		(12.5)
	Restructuring and other (costs) income, net			598.2		(77.7)		(82.1)
	Amortization of acquisition-related intangible assets			(1,331.7)		(763.1)		(747.6)
		Consolidated operating income		2,503.0		1,609.6		1,482.1
	Other expense, net (b)			(415.8)		(290.1)		(212.7)
	Income from continuing operations before income taxes		$	2,087.2	$	1,319.5	$	1,269.4
Depreciation
	Life Sciences Solutions		$	131.6	$	17.1	$	16.8
	Analytical Instruments			39.0		41.2		42.5
	Specialty Diagnostics			76.7		73.9		72.9
	Laboratory Products and Services			105.8		104.6		103.9
		Consolidated depreciation	$	353.1	$	236.8	$	236.1
(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.

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]

(In millions)			2014		2013		2012
Revenues (d)
	United States		$	8,147.7	$	6,617.0	$	6,424.4
	China			1,223.1		896.6		735.8
	Germany			1,005.9		758.6		681.5
	United Kingdom			754.5		532.4		507.1
	Other			5,758.4		4,285.7		4,161.1
		Consolidated revenues	$	16,889.6	$	13,090.3	$	12,509.9
Long-lived Assets (e)
	United States		$	1,501.7	$	892.9	$	862.4
	United Kingdom			265.5		224.3		223.9
	Germany			170.3		165.9		165.2
	Other			489.0		484.3		474.9
		Consolidated long-lived assets	$	2,426.5	$	1,767.4	$	1,726.4
(d)	Revenues are attributed to countries based on customer location.
(e)	Includes property, plant and equipment, net.

XML

Property, Plant and Equipment (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, at Cost	$ 3,868.9	$ 3,081.1
Less: Accumulated depreciation and amortization	1,442.4	1,313.7
Property, Plant and Equipment, at Cost, Net	2,426.5	1,767.4	1,726.4
Depreciation and amortization expense of property, plant and equipment	353.1	236.8	236.1
Land [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, at Cost	281.8	212.2
Building and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, at Cost	955.1	821.0
Building and Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	25 years
Building and Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	40 years
Machinery, Equipment and Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, at Cost	$ 2,632.0	$ 2,047.9
Machinery and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Machinery and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years

XML

Fair Value Measurements and Fair Value Of Financial Instruments

12 Months Ended

Dec. 31, 2014

Fair Value Measurements and Fair Value of Financial Instruments Disclosure

Fair Value Measurements and Fair Value of Financial Instruments [Text Block]

Note 12.Fair Value Measurements and Fair Value of Financial Instruments

Fair Value Measurements

The company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2014. The company’s financial assets and liabilities carried at fair value are primarily comprised of investments in money market funds; derivative contracts, insurance 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.

		The following table presents information about the company’s financial assets and liabilities measured at fair
value on a recurring basis as of December 31, 2014:
			December 31,			Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)				2014		(Level 1)		(Level 2)		(Level 3)
Assets
	Cash equivalents			$	617.3	$	617.3	$	—	$	—
	Bank time deposits				8.5		8.5		—		—
	Investments in mutual funds, unit trusts and other    similar instruments				8.7		8.7		—		—
	Insurance contracts				102.5		—		102.5		—
	Derivative contracts				20.2		—		20.2		—
		Total Assets		$	757.2	$	634.5	$	122.7	$	—
Liabilities
	Derivative contracts			$	10.4	$	—	$	10.4	$	—
	Contingent consideration				29.6		—		—		29.6
		Total Liabilities		$	40.0	$	—	$	10.4	$	29.6

		The following table presents information about the company’s financial assets and liabilities measured at fair
value on a recurring basis as of December 31, 2013:
			December 31,			Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)				2013		(Level 1)		(Level 2)		(Level 3)
Assets
	Cash equivalents			$	4,859.9	$	4,859.9	$	—	$	—
	Investments in mutual funds, unit trusts and other    similar instruments				9.8		9.8		—		—
	Insurance contracts				74.5		—		74.5		—
	Auction rate securities				4.5		—		—		4.5
	Derivative contracts				3.8		—		3.8		—
		Total Assets		$	4,952.5	$	4,869.7	$	78.3	$	4.5
Liabilities
	Derivative contracts			$	6.5	$	—	$	6.5	$	—
	Contingent consideration				5.1		—		—		5.1
		Total Liabilities		$	11.6	$	—	$	6.5	$	5.1

	Available-for-sale investments are carried at fair value and are included in the tables above. The aggregate
market value, cost basis and gross unrealized gains and losses of available-for-sale investments by major security type
are as follows:
(In millions)		Market Value		Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses
2014
Mutual Fund and Unit Trust Investments		$	8.7	$	6.5	$	2.2	$	—
2013
Mutual Fund and Unit Trust Investments		$	9.8	$	7.3	$	2.5	$	—
Auction Rate Securities			4.5		4.6		—		0.1
		$	14.3	$	11.9	$	2.5	$	0.1

The cost of available-for-sale investments that were sold was based on specific identification in determining realized gains and losses recorded in the accompanying statement of income. In 2013, the company irrevocably contributed appreciated available-for-sale investments that had a fair value of $27 million to two of its U.K. defined benefit plans, resulting in realization of a previously unrecognized gain of $11 million. Gross realized gains on the sale of available-for-sale investments were $2million in 2014 and nominal in 2013 and 2012. Gross realized losses on the sale of available-for-sale investments were nominal in 2014, 2013 and 2012.

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 determined the fair value of the auction rate securities by obtaining indications of value from brokers/dealers. The company determines the fair value of acquisition-related contingent consideration based on assessment of the probability that the company would be required to make such future payment. Changes to the fair value of contingent consideration are recorded in selling, general and administrative expense.

In the second quarter of 2014, the company sold all of its auction rate securities and realized a net gain of $1.4 million. There was no significant activity within the auction rate securities during 2013. The following table provides a rollforward of the fair value, as determined by Level 3 inputs, of the contingent consideration.

(In millions)		2014		2013
Contingent Consideration
	Beginning Balance	$	5.1	$	20.1
	Acquisition		29.9		—
	Payments		(13.4)		(28.6)
	Change in fair value included in earnings		8.2		13.5
	Currency translation		(0.2)		0.1
	Ending Balance	$	29.6	$	5.1

The notional amounts of derivative contracts outstanding, consisting of currency exchange contracts and interest rate swaps, totaled $3.74 billion and $2.03billion at December 31,2014 and December 31, 2013, respectively.

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
			December 31,			December 31,		December 31,			December 31,
(In millions)				2014		2013			2014		2013
Derivatives Designated as Hedging Instruments
	Interest rate swaps (a)			$	—	$	—		$	3.7	$	5.2
Derivatives Not Designated as Hedging Instruments
	Currency exchange contracts (b)				20.2		3.8			6.7		1.3
(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
(In millions)				2014		2013
Derivatives Designated as Fair Value Hedges
	Interest rate swaps - effective portion		$	4.2	$	0.2
	Interest rate swaps - ineffective portion			0.9		(1.4)
Derivatives Not Designated as Fair Value Hedges
	Currency exchange contracts
		Included in cost of revenues	$	14.7	$	2.7
		Included in other expense, net		129.9		(22.1)

Gains and losses recognized on currency exchange contracts and the effective portion of interest rate swaps are included in the consolidated statement of incometogether 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 2.00% Senior Notes, due 2025, 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 2014, the cumulative translation adjustment includes pre-tax net gains of $20.9 million from the euro-denominated notes.

Fair Value of Other Financial Instruments

		The carrying value and fair value of the company’s notes receivable and debt obligations are as follows:
			December 31, 2014				December 31, 2013
			Carrying		Fair		Carrying		Fair
(In millions)			Value		Value		Value		Value
Notes Receivable			$	8.3	$	8.3	$	7.6	$	7.6
Debt Obligations:
	Senior notes		$	13,265.8	$	13,590.6	$	10,195.4	$	10,304.8
	Term loan			1,275.0		1,275.0		—		—
	Commercial paper			—		—		250.0		250.0
	Other			23.2		23.2		41.9		41.9
			$	14,564.0	$	14,888.8	$	10,487.3	$	10,596.7
		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.

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Subsequent Events

12 Months Ended

Dec. 31, 2014

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 17.Subsequent Events

Acquisition

In February 2015, the company acquired, within the Life Sciences Solutions segment, Advanced Scientifics, Inc., a North America-based global provider of single-use technologies for customized bioprocessing solutions, for approximately $300 million. The acquisition expanded the company’s bioprocessing offerings. Revenues of Advanced Scientifics were approximately $80 million in 2014. The purchase price allocation for the acquisition is not yet available.

Cash Flow Hedge Arrangements

In February 2015, the company entered into interest rate swap arrangements to mitigate the risk of interest rates rising prior to completion of a debt offering in 2016. Based on the company’s conclusion that a debt offering is probable as a result of debt maturing in 2016 and that such debt would carry semi-annual interest payments over a 10-year term, the swaps hedge the cash flow risk for each of the semi-annual fixed-rate interest payments on $1.00 billion of principal amount of the planned 10-year fixed-rate debt issue.

Interest Rate Swap Arrangements

In February2015, 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% (3.32729% at February 26, 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% (3.03929% at February 26, 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% (2.1100% at February 26, 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.

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Unaudited Quarterly Information (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 27, 2014	Jun. 28, 2014	Mar. 29, 2014	Dec. 31, 2013	Sep. 28, 2013	Jun. 29, 2013	Mar. 30, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Unaudited Quarterly Information [Abstract]
Revenues	$ 4,492.8	$ 4,171.4	$ 4,321.9	$ 3,903.5	$ 3,466.9	$ 3,191.8	$ 3,240.1	$ 3,191.5	$ 16,889.6	$ 13,090.3	$ 12,509.9
Gross Profit	2,091.9	1,933.6	1,846.5	1,620.0	1,481.7	1,347.9	1,363.2	1,336.3
Income from Continuing Operations	604.0	469.9	278.5	543.1	343.0	317.7	277.6	340.8	1,895.5	1,279.1	1,258.4
Net income	601.2	471.6	278.5	543.1	342.1	317.6	277.4	336.2	1,894.4	1,273.3	1,177.9
Earnings per Share from Continuing Operations [Abstract]
Basic (in dollars per share)	$ 1.51	$ 1.17	$ 0.7	$ 1.38	$ 0.95	$ 0.88	$ 0.77	$ 0.95	$ 4.76	$ 3.55	$ 3.46
Diluted (in dollars per share)	$ 1.49	$ 1.16	$ 0.69	$ 1.36	$ 0.92	$ 0.86	$ 0.76	$ 0.94	$ 4.71	$ 3.5	$ 3.43
Earnings per Share
Basic (in dollars per share)	$ 1.5	$ 1.18	$ 0.7	$ 1.38	$ 0.95	$ 0.88	$ 0.77	$ 0.94	$ 4.76	$ 3.53	$ 3.24
Diluted (in dollars per share)	$ 1.49	$ 1.17	$ 0.69	$ 1.36	$ 0.92	$ 0.86	$ 0.76	$ 0.93	$ 4.71	$ 3.48	$ 3.21
Cash Dividends Declared per Common Share (in dollars per share)	$ 0.15	$ 0.15	$ 0.15	$ 0.15	$ 0.15	$ 0.15	$ 0.15	$ 0.15	$ 0.6	$ 0.6	$ 0.54
Total Restructuring and Other Costs (Income), Net	47.3	(88.2)	231.9	(330.9)	50.3	36.3	57.2	36.0	(139.9)	179.8	150.2
Income (Loss) from Discontinued Operations, Net of Tax	$ (2.8)	$ 1.7			$ (0.9)	$ (0.1)	$ (0.2)	$ (4.6)

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Warranty Obligations (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Warranty Obligation [Roll Forward]
Beginning Balance	$ 49.8	$ 48.7
Provision charged to income	80.6	70.7
Usage	(78.4)	(70.9)
Acquisitions	7.1	0
Adjustments to previously provided warranties, net	1.0	1.0
Currency translation	(2.6)	0.3
Ending Balance	$ 57.5	$ 49.8

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

(In millions)
2015	$	150.8
2016		113.4
2017		90.4
2018		69.9
2019		54.0
Thereafter		193.5
	$	672.0

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Consolidated Statement of Income (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Statement [Abstract]
Provision for (Benefit from) Income Taxes on Income (Loss) from Discontinued Operations	$ (0.6)	$ (0.5)	$ (10.8)
Provision for (Benefit From) Income Taxes on Gain (Loss) on Disposal of Discontinued Operations		$ (3.2)	$ (33.2)

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Fair Value Measurements, Level 3 Reconciliation (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended		3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Jun. 28, 2014
Contingent Consideration [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	$ 5.1	$ 20.1
Acquisition	29.9	0
Payments	(13.4)	(28.6)
Change in fair value included in earnings	8.2	13.5
Currency translation	(0.2)	0.1
Ending Balance	29.6	5.1
Auction Rate Securities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Net Gain Included In Earnings			$ 1.4

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Nature of Operations and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

Nature of Operations and Summary of Significant Accounting Policies [Abstract]

Nature of Operations and Summary of Significant Accounting Policies [Text Block]

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. On February 3, 2014, the company acquired Life Technologies Corporation (Note 2).

Principles of Consolidation

The accompanying financial statements include the accounts of the company and its wholly and majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated. The company accounts for investments in businesses using the equity method when it has significant influence but not control (generally between 20% and 50% ownership) and is not the primary beneficiary.

Revenue Recognition and Accounts Receivable

Revenue is recognized after all significant obligations have been met, collectability is probable and title has passed, which typically occurs upon shipment or delivery or completion of services. If customer-specific acceptance criteria exist, the company recognizes revenue after demonstrating adherence to the acceptance criteria. The company recognizes revenue and related costs for arrangements with multiple deliverables, such as equipment and installation, as each element is delivered or completed based upon its relative fair value. When a portion of the customer’s payment is not due until installation or other deliverable occurs, the company defers that portion of the revenue until completion of installation or transfer of the deliverable. Provisions for discounts, warranties, rebates to customers, returns and other adjustments are provided for in the period the related sales are recorded. Sales taxes, value-added taxes and certain excise taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenue.

The company recognizes revenue from the sale of software. License fee revenues relate primarily to sales of perpetual licenses to end-users and are recognized when a formal agreement exists, the license fee is fixed and determinable, delivery of the software has occurred and collection is probable. Software arrangements with customers often include multiple elements, including software products, maintenance and support. The company recognizes software license fees based on the residual method after all elements have either been delivered or vendor specific objective evidence (VSOE) of fair value exists for such undelivered elements. In the event VSOE is not available for any undelivered element, revenue for all elements is deferred until delivery is completed. Revenues from software maintenance and support contracts are recognized on a straight-line basis over the term of the contract, which is generally a period of one year. VSOE of fair value of software maintenance and support is determined based on the price charged for the maintenance and support when sold separately. Revenues from training and consulting services are recognized as services are performed, based on VSOE, which is determined by reference to the price customers pay when the services are sold separately.

Royalty revenue is recognized when the amounts are earned and determinable during the applicable period based on historical activity. For those arrangements where royalties cannot be reasonably estimated, revenue is recognized upon the receipt of cash or royalty statements from licensees.

Service revenues represent the company’s service offerings including clinical trial logistics, asset management, diagnostic testing, training, service contracts, and field service including related time and materials. Service revenues are recognized as the service is performed. Revenues for service contracts are recognized ratably over the contract period.

Accounts receivable are recorded at the invoiced amount and do not bear interest. The company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to pay amounts due. The allowance for doubtful accounts is the company’s best estimate of the amount of probable credit losses in existing accounts receivable. The company determines the allowance based on the age of the receivable, the creditworthiness of the customer and any other information that is relevant to the judgment. Account balances are charged off against the allowance when the company believes it is probable the receivable will not be recovered. The company does not have any off-balance-sheet credit exposure related to customers.

The company records shipping and handling charges billed to customers in net sales and records shipping and handling costs in cost of product revenues for all periods presented.

Deferred revenue in the accompanying balance sheet consists primarily of unearned revenue on service contracts, which is recognized ratably over the terms of the contracts. Substantially all of the deferred revenue in the accompanying 2014 balance sheet will be recognized within one year.

Warranty Obligations

The company provides for the estimated cost of standard product warranties, primarily from historical information, in cost of product revenues at the time product revenue is recognized. While the company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component supplies, the company’s warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure and supplier warranties on parts delivered to the company. Should actual product failure rates, utilization levels, material usage, service delivery costs or supplier warranties on parts differ from the company’s estimates, revisions to the estimated warranty liability would be required. The liability for warranties is included in other accrued expenses in the accompanying balance sheet. Extended warranty agreements are considered service contracts which are discussed above. Costs of service contracts are recognized as incurred. The changes in the carrying amount of standard product warranty obligations are as follows:

			Year Ended
		December 31,			December 31,
(In millions)			2014			2013
Beginning Balance			$	49.8		$	48.7
	Provision charged to income			80.6			70.7
	Usage			(78.4)			(70.9)
	Acquisitions			7.1			—
	Adjustments to previously provided warranties, net			1.0			1.0
	Currency translation			(2.6)			0.3
Ending Balance			$	57.5		$	49.8

Research and Development

The company conducts research and development activities to increase its depth of capabilities in technologies, software and services. Research and development costs include employee compensation and benefits, consultants, facilities related costs, material costs, depreciation and travel. Research and development costs are expensed as incurred.

Income Taxes

The company recognizes deferred income taxes based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return.

The financial statements reflect expected future tax consequences of uncertain tax positions that the company has taken or expects to take on a tax return presuming the taxing authorities’ full knowledge of the positions and all relevant facts, but without discounting for the time value of money (Note 7).

Earnings per Share

Basic earnings per share has been computed by dividing net income by the weighted average number of shares outstanding during the year. Except where the result would be antidilutive to income from continuing operations, diluted earnings per share has been computed using the treasury stock method for the equity forward agreements and outstanding stock options and restricted units, as well as their related income tax effects (Note 8).

Cash and Cash Equivalents

Cash equivalents consists principally of money market funds, commercial paper and other marketable securities purchased with an original maturity of three months or less. These investments are carried at cost, which approximates market value.

Investments

The company’s marketable equity and debt securities that are part of its cash management activities are considered short-term investments in the accompanying balance sheet. In addition, at December 31,2014 and 2013, the company owned $8.7 million and $14.3 million, respectively, of marketable equity and debt securities that represent less than 20% ownership and for which the company does not have the ability to exert significant influence. Such investments are included in other assets in the accompanying balance sheet and are considered available-for-sale. All available-for-sale securities are carried at fair market value, with the difference between cost and fair market value, net of related tax effects, recorded in the “accumulated other comprehensive items” component of shareholders’ equity (Notes 11 and 12).

Other investments for which there are not readily determinable market values are accounted for under the cost method of accounting. The company periodically evaluates the carrying value of its investments accounted for under the cost method of accounting, which provides that they are recorded at the lower of cost or estimated net realizable value. At December 31,2014 and 2013, the company had cost method investments with carrying amounts of $38.5 million and $13.7 million, respectively, which are included in other assets.

Inventories

Inventories are valued at the lower of cost or market, cost being determined principally by the first-in, first-out (FIFO) method with certain of the company’s businesses utilizing the last-in, first-out (LIFO) method. The company periodically reviews quantities of inventories on hand and compares these amounts to the expected use of each product or product line. In addition, the company has certain inventory that is subject to fluctuating market pricing. The company assesses the carrying value of this inventory based on a lower of cost or market analysis. The company records a charge to cost of sales for the amount required to reduce the carrying value of inventory to net realizable value. Costs associated with the procurement of inventories, such as inbound freight charges, purchasing and receiving costs, and internal transfer costs, are included in cost of revenues in the accompanying statement of income. The components of inventories are as follows:

	December 31,			December 31,
(In millions)			2014	2013
Raw Materials		$	441.6	$	347.4
Work in Process			207.6		157.7
Finished Goods			1,210.3		989.4
Inventories		$	1,859.5	$	1,494.5

The value of inventories maintained using the LIFO method was $203.1 million and $197.0 million at December 31,2014 and 2013, respectively, which was below estimated replacement cost by $25.2 million and $26.5 million, respectively. The company recorded a reduction in cost of revenues as a result of the liquidation of LIFO inventories of$0.1 million and $0.3 million in2013 and 2012, respectively.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. The costs of additions and improvements are capitalized, while maintenance and repairs are charged to expense as incurred. The company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the property as follows: buildings and improvements, 25 to 40 years; machinery and equipment (including software), 3 to 10 years; and leasehold improvements, the shorter of the term of the lease or the life of the asset. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and the resulting gain or loss is reflected in the accompanying statement of income. Property, plant and equipment consists of the following:

	December 31,			December 31,
(In millions)			2014	2013
Land		$	281.8	$	212.2
Buildings and Improvements			955.1		821.0
Machinery, Equipment and Leasehold Improvements			2,632.0		2,047.9
Property, Plant and Equipment, at Cost			3,868.9		3,081.1
Less: Accumulated Depreciation and Amortization			1,442.4		1,313.7
Property, Plant and Equipment, at Cost, Net		$	2,426.5	$	1,767.4

Depreciation and amortization expense of property, plant and equipment including amortization of assets held under capital leases, was $353.1 million, $236.8 million and $236.1 million in 2014, 2013 and 2012, respectively.

Acquisition-related Intangible Assets

Acquisition-related intangible assets include the costs of acquired customer relationships, product technology, tradenames and other specifically identifiable intangible assets, and are being amortized using the straight-line method over their estimated useful lives, which range from 3 to 20 years. In addition, the company has tradenames and in-process research and development that have indefinite lives and which are not amortized. The company reviews intangible assets for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. Intangible assets with indefinite lives are reviewed for impairment annually or whenever events or changes in circumstances indicate they may be impaired. Acquisition-related intangible assets are as follows:

		December 31, 2014							December 31, 2013
				Accumulated							Accumulated
(In millions)		Gross			Amortization		Net		Gross			Amortization		Net
Definite Lived:
	Customer relationships	$	11,866.8		$	(3,340.6)	$	8,526.2	$	6,738.2		$	(2,771.2)	$	3,967.0
	Product technology		4,898.1			(1,501.3)		3,396.8		2,530.8			(1,187.0)		1,343.8
	Tradenames		1,333.0			(448.7)		884.3		816.0			(395.4)		420.6
	Other		34.2			(33.3)		0.9		36.8			(34.6)		2.2
			18,132.1			(5,323.9)		12,808.2		10,121.8			(4,388.2)		5,733.6
Indefinite Lived:
	Tradenames		1,234.8			—		1,234.8		1,326.9			—		1,326.9
	In-process research and development		67.1			—		67.1		10.8			—		10.8
			1,301.9			—		1,301.9		1,337.7			—		1,337.7
Acquisition-related Intangible Assets		$	19,434.0		$	(5,323.9)	$	14,110.1	$	11,459.5		$	(4,388.2)	$	7,071.3

		The estimated future amortization expense of acquisition-related intangible assets with definite lives is as
follows:
(In millions)
	2015		$	1,321.5
	2016			1,293.0
	2017			1,270.5
	2018			1,231.7
	2019			1,210.8
	2020 and thereafter			6,480.7
	Estimated Future Amortization Expense of Definite-lived Intangible Assets		$	12,808.2

Amortization of acquisition-related intangible assets in continuing operations was $1.33billion, $763.1 million and $747.6 million in 2014, 2013 and 2012, respectively.

Other Assets

Other assets in the accompanying balance sheet include deferred tax assets, investments in joint ventures, cash surrender value of life insurance, cost-method and available-for-sale investments, pension assets, deferred debt issuance costs, insurance recovery receivables related to product liability matters, restricted cash, notes receivableand other assets.

The company owns 49% - 50% non-controlling interests in two joint ventures and records its pro rata share of the joint ventures’ results in other expense, net, in the accompanying statement of income, using the equity method of accounting. The joint ventures were formed to combine the company’s capabilities with those of businesses contributed by the respective joint venture partners in the fields of integrated response technology services and disposable laboratory glass products. The results of the joint ventures were not material for any period presented. The company made purchases of products for resale from the glass products joint venture totaling $46.2 million, $46.6 million and $48.3 million in 2014, 2013 and 2012, respectively.

Goodwill

The company assesses the realizability of goodwill annually and whenever events or changes in circumstances indicate it may be impaired. Such events or circumstances generally include the occurrence of operating losses or a significant decline in earnings associated with one or more of the company’s reporting units. The company estimates the fair value of its reporting units by using forecasts of discounted future cash flows and peer market multiples. When an impairment is indicated, any excess of carrying value over the implied fair value of goodwill is recorded as an operating loss. The company completed annual tests for impairment at October 31, 2014 and November 1, 2013, and determined that goodwill was not impaired.

The changes in the carrying amount of goodwill by segment are as follows:

(In millions)		Life Sciences Solutions		Analytical Instruments		Specialty Diagnostics		Laboratory Products and Services		Total
Balance at December 31, 2012		$	285.5	$	2,759.0	$	4,229.2	$	5,200.8	$	12,474.5
	Finalization of purchase price allocations for 2012 acquisitions		—		(0.1)		0.5		—		0.4
	Currency translation		6.9		3.7		28.3		(6.4)		32.5
	Other		—		(1.2)		0.1		(3.0)		(4.1)
Balance at December 31, 2013			292.4		2,761.4		4,258.1		5,191.4		12,503.3
	Acquisitions		7,179.5		—		—		—		7,179.5
	Sale of businesses		(122.0)		—		(13.6)		(206.5)		(342.1)
	Currency translation		(105.0)		(31.0)		(347.2)		(13.9)		(497.1)
	Other		0.4		(0.6)		2.3		(3.1)		(1.0)
Balance at December 31, 2014		$	7,245.3	$	2,729.8	$	3,899.6	$	4,967.9	$	18,842.6

Asset Retirement Obligations

The company reviews legal obligations associated with the retirement of long-lived assets that result from contractual obligations or the acquisition, construction, development and/or normal use of the assets. If it is determined that a legal obligation exists, regardless of whether the obligation is conditional on a future event, the fair value of the liability for an asset retirement obligation is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset, and this additional carrying amount is depreciated over the life of the asset. The difference between the gross expected future cash outflow and its present value is accreted over the life of the related lease as interest expense. At December 31,2014 and 2013, the company had recorded asset retirement obligations of $39.0 million and $28.2 million, respectively, which are primarily included in other long-term liabilities in the accompanying balance sheet.

Loss Contingencies

Accruals are recorded for various contingencies, including legal proceedings, environmental, workers’ compensation, product, general and auto liabilities, self-insurance and other claims that arise in the normal course of business. The accruals are based on management’s judgment, historical claims experience, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuarial estimates. Additionally, the company records receivables from third-party insurers up to the amount of the loss when recovery has been determined to be probable. Liabilities acquired in acquisitions have been recorded at fair value and, as such, were discounted to present value at the dates of acquisition.

Advertising

The company records advertising costs as expenses as incurred, except for certain direct-response advertising, which is capitalized and amortized on a straight-line basis over its expected period of future benefit, generally one to three years. Direct-response advertising consists of external catalog production and mailing costs, and amortization of these costs begins on the date the catalogs are first mailed. Advertising expense was $47.7 million, $33.2 million and $39.5 million in 2014, 2013 and 2012, respectively.

Currency Translation

All assets and liabilities of the company’s non-U.S. subsidiaries are translated at year-end exchange rates. Resulting translation adjustments are reflected in the “accumulated other comprehensive items” component of shareholders’ equity. Revenues and expenses are translated at average exchange rates for the year. Currency transaction gains and losses are included in the accompanying statement of income and in aggregate were a net gain of $33.0 million in 2014, and net losses of $16.6 million and $11.0 million in 2013 and 2012, respectively.

Derivative Contracts

The company is exposed to certain risks relating to its ongoing business operations including changes to interest rates, currency exchange rates and commodity prices. The company uses derivative instruments primarily to manage currency exchange and interest rate risks. The company recognizes derivative instruments as either assets or liabilities and measures those instruments at fair value. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Derivatives that are not designated as hedges are recorded at fair value through earnings.

The company uses short-term forward and option currencyexchange contracts primarily to hedge certain balance sheet and operational exposures resulting from changes in currency exchange rates, predominantly intercompany loans and cash balances that are denominated in currencies other than the functional currencies of the respective operations. These contracts principally hedge transactions denominated in euro, British pounds sterling,Japanese yen, Norwegian kroner, and Swedish kronor. The company does not hold or engage in transactions involving derivative instruments for purposes other than risk management. As of December 31,2014, the company had no outstanding foreign exchange contracts that were hedging anticipated purchases or sales.

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 2.00% Senior Notes, due 2025, 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.

Cash flow hedges. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. As of December 31,2014, the company had no outstanding derivative contracts that were accounted for as cash flow hedges.

Fair value hedges. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in earnings. During 2011 and 2013, in connection with new debt issuances, the company entered into interest rate swap arrangements. The company includes the gain or loss on the hedged items (fixed-rate debt) in the same line item (interest expense) as the offsetting effective portion of the loss or gain on the related interest rate swaps.

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 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 is not expected to 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 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 in 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 is not expected to have a material impact on the company’s consolidated financial statements.

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Business Segment Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2014		Sep. 27, 2014	Jun. 28, 2014	Mar. 29, 2014	Dec. 31, 2013		Sep. 28, 2013	Jun. 29, 2013	Mar. 30, 2013	Dec. 31, 2014 Segment		Dec. 31, 2013		Dec. 31, 2012
Business Segments
Number of Reportable Segments											4
Segment Reporting Information [Line Items]
Revenues	$ 4,492.8		$ 4,171.4	$ 4,321.9	$ 3,903.5	$ 3,466.9		$ 3,191.8	$ 3,240.1	$ 3,191.5	$ 16,889.6		$ 13,090.3		$ 12,509.9
Cost of revenues charges											(327.6)		(28.6)		(55.6)
Selling, general and administrative charges, net											(130.7)		(73.5)		(12.5)
Restructuring and other income (costs), net											598.2		(77.7)		(82.1)
Amortization of acquisition-related intangible assets											(1,330.0)		(763.1)		(747.6)
Operating Income											2,503.0		1,609.6		1,482.1
Other expense, net											(415.8)		(290.1)		(212.7)
Income from Continuing Operations Before Income Taxes											2,087.2		1,319.5		1,269.4
Depreciation											353.1		236.8		236.1
Total Assets	42,852.1					31,863.4					42,852.1		31,863.4		27,444.6
Capital Expenditures											427.6		282.4		315.1
Life Sciences Solutions [Member]
Segment Reporting Information [Line Items]
Cost of revenues charges											(327.3)		0		(0.7)
Selling, general and administrative charges, net											(122.5)		(51.7)
Restructuring and other income (costs), net											516.4		(4.4)		(7.8)
Total Assets	19,257.0					1,115.5					19,257.0		1,115.5		1,115.6
Capital Expenditures											104.4		19.3		26.9
Analytical Instruments [Member]
Segment Reporting Information [Line Items]
Cost of revenues charges											0.8		(2.9)		(0.4)
Selling, general and administrative charges, net											(0.9)		(0.6)		0.1
Restructuring and other income (costs), net											(2.5)		(20.9)		(32.8)
Total Assets	4,133.3					4,321.4					4,133.3		4,321.4		4,304.9
Capital Expenditures											38.1		33.5		42.0
Specialty Diagnostics [Member]
Segment Reporting Information [Line Items]
Cost of revenues charges											(0.9)		(24.9)		(52.8)
Selling, general and administrative charges, net											(1.5)		(12.9)		(13.7)
Restructuring and other income (costs), net											(17.7)		(24.2)		(15.0)
Total Assets	8,047.7					9,086.0					8,047.7		9,086.0		9,841.0
Capital Expenditures											84.7		77.9		97.6
Laboratory Products and Services [Member]
Segment Reporting Information [Line Items]
Cost of revenues charges											(0.2)		(0.8)		(1.7)
Selling, general and administrative charges, net													0		0.9
Restructuring and other income (costs), net											121.0		(25.2)		(25.5)
Total Assets	10,875.7					11,523.5					10,875.7		11,523.5		11,531.5
Capital Expenditures											102.1		94.7		112.6
Corporate and Other [Member]
Segment Reporting Information [Line Items]
Total Assets	538.4	[1]				5,817.0	[1]				538.4	[1]	5,817.0	[1]	651.6	[1]
Capital Expenditures											98.3		57.0		36.0
Total Reportable Segments [Member]
Segment Reporting Information [Line Items]
Operating Income											3,694.8	[2]	2,552.5	[2]	2,379.9	[2]
Total Reportable Segments [Member] | Life Sciences Solutions [Member]
Segment Reporting Information [Line Items]
Revenues											4,195.7		712.5		658.8
Operating Income											1,214.9	[2]	169.7	[2]	154.8	[2]
Depreciation											131.6		17.1		16.8
Total Reportable Segments [Member] | Analytical Instruments [Member]
Segment Reporting Information [Line Items]
Revenues											3,252.2		3,154.2		3,114.7
Operating Income											581.1	[2]	558.7	[2]	554.6	[2]
Depreciation											39.0		41.2		42.5
Total Reportable Segments [Member] | Specialty Diagnostics [Member]
Segment Reporting Information [Line Items]
Revenues											3,343.6		3,191.7		2,961.5
Operating Income											916.0	[2]	863.7	[2]	758.1	[2]
Depreciation											76.7		73.9		72.9
Total Reportable Segments [Member] | Laboratory Products and Services [Member]
Segment Reporting Information [Line Items]
Revenues											6,601.5		6,398.8		6,102.8
Operating Income											982.8	[2]	960.4	[2]	912.4	[2]
Depreciation											105.8		104.6		103.9
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Revenues											(503.4)		(366.9)		(327.9)
Segment Reconciling Items [Member]
Segment Reporting Information [Line Items]
Cost of revenues charges											(327.6)		(28.6)		(55.6)
Selling, general and administrative charges, net											(130.7)		(73.5)		(12.5)
Restructuring and other income (costs), net											598.2		(77.7)		(82.1)
Amortization of acquisition-related intangible assets											$ (1,331.7)		$ (763.1)		$ (747.6)

[1] Corporate assets consist primarily of cash and cash equivalents, short-term investments, property and equipment at the company's corporate offices and assets of the discontinued operations.

[2] 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.

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Debt Short-term Financing (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Feb. 26, 2015
Short-term Financing [Line Items]
Short-term Borrowings	$ 0	$ 280,000,000
Short-term Borrowings, Weighted Average Interest Rate		0.58%
Line of Credit Facility, Remaining Borrowing Capacity	107,700,000
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	1,500,000,000		2,000,000,000
Line of Credit Facility, Expiration Date	Jul. 31, 2018
Debt, Covenant, Maximum Consolidated Total Leverage Ratio of Debt to EBITDA	4.5
Debt, Covenant, Maximum Consolidated Total Leverage Ratio Of Debt To EBITDA by August 2015	3.5
Debt, Covenant, Minimum Consolidated Interest Coverage Ratio	3
Letters of Credit Outstanding, Amount	59,000,000
Line of Credit Facility, Amount Outstanding	$ 0
U.S. Commercial Paper Program [Member]
Short-term Financing [Line Items]
Maximum Period to Maturity Allowed Under Program	397 days

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Pensions Net Benefit Cost (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Pension Plans, Defined Benefit [Member]
Components of Net Benefit Cost (Income)
Settlement/Curtailment (Gain) Loss	$ 29.6
Domestic Pension Benefits [Member]
Components of Net Benefit Cost (Income)
Service Cost-Benefits Earned	2.0	0	0
Interest Cost on Benefit Obligation	53.1	19.0	20.4
Expected Return on Plan Assets	(60.8)	(24.3)	(28.1)
Amortization of Actuarial Net Loss	3.7	5.2	3.6
Settlement/Curtailment (Gain) Loss	25.5
Net Periodic Benefit Cost	23.5	(0.1)	(4.1)
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost (Income) [Abstract]
Discount Rate	4.46%	4.00%	4.50%
Average rate of increase in employee compensation	4.00%	4.00%	4.00%
Expected long-term rate of return on assets	7.00%	7.00%	7.75%
Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year [Abstract]
Net Actuarial Loss	0.8
Net Prior Service Costs (Credit)	0
Total	0.8
Non-U.S. Pension Benefits [Member]
Components of Net Benefit Cost (Income)
Service Cost-Benefits Earned	20.0	19.5	11.8
Interest Cost on Benefit Obligation	36.7	29.0	30.7
Expected Return on Plan Assets	(34.4)	(29.0)	(27.3)
Amortization of Actuarial Net Loss	4.2	6.3	3.3
Amortization of Prior Service Benefit	(0.1)	(0.3)	(0.1)
Settlement/Curtailment (Gain) Loss	4.1	0.1	0
Special Termination Benefits	0.3	1.1	0.5
Net Periodic Benefit Cost	30.8	26.7	18.9
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost (Income) [Abstract]
Discount Rate	3.91%	3.65%	4.37%
Average rate of increase in employee compensation	3.22%	2.94%	3.23%
Expected long-term rate of return on assets	4.88%	4.96%	5.17%
Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year [Abstract]
Net Actuarial Loss	9.0
Net Prior Service Costs (Credit)	(0.1)
Total	8.9
Other Postretirement Benefits [Member]
Components of Net Benefit Cost (Income)
Service Cost-Benefits Earned	0.6	0.6
Interest Cost on Benefit Obligation	2.1	1.7
Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year [Abstract]
Net Actuarial Loss	0.4
Net Prior Service Costs (Credit)	(0.1)
Total	$ 0.3

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2014

Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

(In millions)	Balance at Beginning of Year		Provision Charged to Expense (a)		Accounts Recovered		Accounts Written Off		Other (b)		Balance at End of Year
Allowance for Doubtful Accounts
Year Ended December 31, 2014	$	54.1	$	20.4	$	1.0	$	(11.2)	$	9.8	$	74.1
Year Ended December 31, 2013	$	55.5	$	6.8	$	0.2	$	(8.4)	$	—	$	54.1
Year Ended December 31, 2012	$	65.8	$	0.7	$	0.3	$	(4.6)	$	(6.7)	$	55.5
(In millions)			Balance at Beginning of Year		Provision Charged to Expense (d)		Activity Charged to Reserve		Other (e)		Balance at End of Year
Accrued Restructuring Costs (c)
Year Ended December 31, 2014			$	40.5	$	247.9	$	(232.6)	$	(2.4)	$	53.4
Year Ended December 31, 2013			$	31.1	$	78.0	$	(69.1)	$	0.5	$	40.5
Year Ended December 31, 2012			$	27.6	$	66.6	$	(63.5)	$	0.4	$	31.1
(a) In 2014, includes $16.2 million of charges to conform the accounting policies of Life Technologies with the company's
accounting policies.
(b) Includes allowance of businesses acquired and sold during the year as described in Note 2 and the effect of currency
translation.
(c) The nature of activity in this account is described in Note 14.
(d) Excludes non-cash income/expense, net, as described in Note 14.
(e) Represents the effects of currency translation.

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Income Taxes Components (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Components of Income From Continuing Operations Before Income Taxes [Abstract]
U.S.	$ 1,153.3	$ 914.9	$ 908.5
Non-U.S.	933.9	404.6	360.9
Income from Continuing Operations Before Income Taxes	2,087.2	1,319.5	1,269.4
Current Income Tax Provision [Abstract]
Federal	444.5	242.5	160.5
Non-U.S.	404.8	210.1	92.1
State	35.0	13.5	16.1
Total Current Income Tax Provision	884.3	466.1	268.7
Deferred Income Tax Provision (Benefit) [Abstract]
Federal	(362.4)	(241.3)	(40.8)
Non-U.S.	(297.3)	(178.8)	(205.2)
State	(32.9)	(5.6)	(11.7)
Total Deferred Income Tax Provision (Benefit)	(692.6)	(425.7)	(257.7)
Provision for Income Taxes	191.7	40.4	11.0
Discontinued Operation, Tax Effect of Discontinued Operation	(0.6)	(3.7)	(44.0)
Total Tax Provision in the Statement of Income	191.1	36.7	(33.0)
Excess income tax benefits from stock-based compensation plans recognized in equity	$ 65.4	$ 46.6	$ 18.7

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Taxes Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

	The components of income from continuing operations before provision for income taxes are as follows:
(In millions)		2014		2013		2012
U.S.		$	1,153.3	$	914.9	$	908.5
Non-U.S.			933.9		404.6		360.9
Income from Continuing Operations		$	2,087.2	$	1,319.5	$	1,269.4

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

		The components of the provision for income taxes of continuing operations are as follows:
(In millions)			2014		2013		2012
Current Income Tax Provision
	Federal		$	444.5	$	242.5	$	160.5
	Non-U.S.			404.8		210.1		92.1
	State			35.0		13.5		16.1
				884.3		466.1		268.7
Deferred Income Tax Provision (Benefit)
	Federal		$	(362.4)	$	(241.3)	$	(40.8)
	Non-U.S.			(297.3)		(178.8)		(205.2)
	State			(32.9)		(5.6)		(11.7)
				(692.6)		(425.7)		(257.7)
			$	191.7	$	40.4	$	11.0

Schedule of Continuing and Discontinued Operations Income Tax Expense (Benefit) [Table Text Block]

	The income tax provision (benefit) included in the accompanying statement of income is as follows:
(In millions)		2014		2013		2012
Continuing Operations		$	191.7	$	40.4	$	11.0
Discontinued Operations			(0.6)		(3.7)		(44.0)
		$	191.1	$	36.7	$	(33.0)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

		The provision for income taxes in the accompanying statement of income differs from the provision calculated
by applying the statutory federal income tax rate of 35% to income from continuing operations before provision for
income taxes due to the following:
(In millions)			2014		2013		2012
Provision for Income Taxes at Statutory Rate			$	730.5	$	461.8	$	444.3
Increases (Decreases) Resulting From:
	Foreign rate differential			(278.4)		(180.2)		(319.5)
	Foreign and research and development tax credits			(239.9)		(227.6)		(52.1)
	Manufacturing deduction			(45.9)		(33.6)		(27.3)
	Singapore tax holiday			(34.0)		—		—
	Impact of change in tax laws and apportionment on deferred taxes			(21.0)		3.3		(53.7)
	Nondeductible expenses			23.4		19.6		8.1
	Provision (reversal) of tax reserves, net			28.0		(4.3)		14.8
	Basis difference on disposal of businesses			18.7		—		—
	Tax return reassessments and settlements			(3.6)		10.5		—
	State income taxes, net of federal tax			9.3		(3.8)		(8.6)
	Other, net			4.6		(5.3)		5.0
			$	191.7	$	40.4	$	11.0

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

		Net deferred tax asset (liability) in the accompanying balance sheet consists of the following:
(In millions)			2014		2013
Deferred Tax Asset (Liability)
	Depreciation and amortization		$	(4,468.8)	$	(2,319.1)
	Net operating loss and credit carryforwards			941.9		690.7
	Reserves and accruals			163.1		125.4
	Accrued compensation			339.1		195.1
	Inventory basis difference			96.6		61.2
	Other capitalized costs			116.0		51.9
	Unrealized losses on hedging instruments			12.8		14.7
	Other, net			64.2		36.0
	Deferred tax assets (liabilities), net before valuation allowance			(2,735.1)		(1,144.1)
	Less: Valuation allowance			116.2		76.8
	Deferred tax assets (liabilities), net		$	(2,851.3)	$	(1,220.9)

Summary of Income Tax Contingencies [Table Text Block]

	A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
(In millions)		2014		2013		2012
Balance at beginning of year		$	134.2	$	164.8	$	120.3
Additions due to acquisitions			54.3		—		—
Additions for tax positions of current year			35.3		12.6		20.5
Additions for tax positions of prior years			38.3		15.6		31.8
Closure of tax years			—		(7.2)		(7.8)
Settlements			(48.0)		(51.6)		—
		$	214.1	$	134.2	$	164.8

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Comprehensive Income and Shareholders Equity

12 Months Ended

Dec. 31, 2014

Comprehensive Income and Shareholders Equity Disclosure [Abstract]

Comprehensive Income and Shareholders Equity [Text Block]

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, 2013			$	112.0	$	1.3	$	(23.9)	$	(166.6)	$	(77.2)
	Other comprehensive income (loss) before reclassifications			(1,182.6)		1.7		—		(52.2)		(1,233.1)
	Amounts reclassified from accumulated other comprehensive items			—		(1.7)		3.0		24.0		25.3
		Net other comprehensive items		(1,182.6)		—		3.0		(28.2)		(1,207.8)
Balance at December 31, 2014			$	(1,070.6)	$	1.3	$	(20.9)	$	(194.8)	$	(1,285.0)

		The amounts reclassified out of accumulated other comprehensive items are as follows:
						Year Ended
				Affected Line Item in the	December 31,			December 31,			December 31,
(In millions)				Statement of Income		2014			2013			2012
Amounts Reclassified From Accumulated Other Comprehensive Items
	Unrealized gains and losses on available-for-sale investments:
		Realized gain on sale or transfer of available-for-sale investments		Other Expense, Net		$	(1.9)		$	(10.5)		$	—
		Tax provision		Provision for Income Taxes			0.2			2.5			—
							(1.7)			(8.0)			—
	Unrealized gains and losses on hedging instruments:
		Realized loss on interest rate swaps and locks		Other Expense, Net			4.8			5.4			5.3
		Tax benefit		Provision for Income Taxes			(1.8)			(2.2)			(2.0)
							3.0			3.2			3.3
	Pension and other postretirement benefit liability adjustment:
		Amortization of actuarial losses		Net Periodic Benefit Cost -			7.8			11.5			6.9
		Amortization of prior service benefit		see Note 6 for details			(0.1)			(0.1)			(0.1)
		Settlement losses					29.6			—			—
			Total before tax				37.3			11.4			6.8
		Tax benefit		Provision for Income Taxes			(13.3)			(3.6)			(2.4)
							24.0			7.8			4.4
			Total reclassifications			$	25.3		$	3.0		$	7.7

Shareholders’ Equity

At December 31,2014, the company had reserved 39.6million unissued shares of its common stock for possible issuance under stock-based compensation plans.

The company has 50,000 shares of authorized but unissued $100 par value preferred stock.

Shareholder Rights Plan

The company has distributed rights under a shareholder rights plan adopted by the company’s Board of Directors to holders of outstanding shares of the company’s common stock. Each right entitles the holder to purchase one hundred-thousandth of a share (a Unit) of Series B Junior Participating Preferred Stock, $100 par value, at a purchase price of $200 per Unit, subject to adjustment. The rights will not be exercisable until the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an Acquiring Person) has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of common stock (the Stock Acquisition Date), or (ii) 10 business days following the commencement of a tender offer or exchange offer for 15% or more of the outstanding shares of common stock.

In the event that a person becomes the beneficial owner of 15% or more of the outstanding shares of common stock, except pursuant to an offer for all outstanding shares of common stock that at least 75% of the Board of Directors determines to be fair to, and otherwise in the best interests of, stockholders, each holder of a right (except for the Acquiring Person) will thereafter have the right to receive, upon exercise, that number of shares of common stock (or, in certain circumstances, units of preferred stock, cash, property or other securities of the company) which equals the exercise price of the right divided by one-half of the current market price of the common stock. In the event that, at any time after any person has become an Acquiring Person, (i) the company is acquired in a merger or other business combination transaction in which the company is not the surviving corporation or its common stock is changed or exchanged (other than a merger that follows an offer approved by the Board of Directors), or (ii) 50% or more of the company’s assets or earning power is sold or transferred, each holder of a right (except for the Acquiring Person) shall thereafter have the right to receive, upon exercise, the number of shares of common stock of the acquiring company that equals the exercise price of the right divided by one-half of the current market price of such common stock.

At any time until the Stock Acquisition Date, the company may redeem the rights in whole, but not in part, at a price of $.01 per right (payable in cash or stock). The rights expire on September 29, 2015, unless earlier redeemed or exchanged.

Equity Forward Agreements

In June 2013, in anticipation of the acquisition of Life Technologies, the company entered into equity forward agreements. The use of the equity forward agreements substantially eliminated future equity market price risk by fixing a common equity offering sales price under the then existing market conditions, while mitigating share dilution from the offering by postponing the actual issuance of common stock until the funds were needed for the Life Technologies acquisition.

Upon settlement of the agreements, in January 2014, the company issued and delivered 29.6 million shares of its common stock at the then applicable forward sale price of $82.5342 per share.

On February 3, 2014, the company issued 5.3 million shares of its common stock at a price of $94.85 per share to settle a private placement subscription agreement that was contingent on the closing of the Life Technologies acquisition.

The equity forward and subscription agreements had no initial fair value as they were entered into at the then market price of the common stock. The company did not receive any proceeds from the sale of common stock until the agreements were settled. Upon settlement, the proceeds were recorded in equity. Prior to their settlement, to the extent that the equity forward agreements were dilutive, they have been reflected in the company’s diluted earnings per share calculations using the treasury stock method. Prior to closing, the subscription agreement was not potentially dilutive to the company’s diluted earnings per share calculations due to its contingent nature.