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Compliance Testing. Our compliance testing product lines provide simulation and verification equipment for electronic components and systems. Based on pulsed EMI (Electromagnetic Interference) technology, our products provide testing of electromagnetic compatibility, electrostatic discharge and transmission line pulse for original equipment manufacturers in the semiconductor market and independent testing labs.

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Services

We provide a complete portfolio of services and management solutions designed to help our customers improve productivity, reduce total cost of ownership of analytical instruments and ensure compliance. From instrument and equipment acquisition to disposition, we provide an extensive global service network to support our installed base of instruments.

From instrument support plans, preventive and corrective maintenance to instrument qualifications, our product services are designed to remove the hassle and worry from instrument maintenance allowing our customers to focus on their goals while increasing positive results in the lab. Furthermore, our parts, accessories, software and instrument upgrades provide our customers with the tools necessary to improve productivity and quality. In addition, our multi-vendor laboratory instrument services provide our customer complete laboratory support. Certified and experienced multi vendor service engineers provide instrument qualifications, preventive and corrective maintenance, validation, regulatory compliance and metrology services allowing our customer to ~~expand~~expan d our high quality cost effective instrument support throughout their operations.

We also provide our customers enterprise management solutions that streamline the services processes, increase operational efficiencies while reducing expenses and decreasing total cost of ownership. With integrated capabilities consisting of equipment maintenance management, physical inventory tracking and enterprise-wide maintenance reporting, coupled with direct and multi-vendor service capabilities, our asset management solutions are customizable to meet the business needs of our customers. Our asset management solutions ~~model~~business proactively manages all of our customers’ instruments and equipment so they have visibility to all of their assets and gain assurance that services are being delivered and performed on time.

Specialty Diagnostics

Our Specialty Diagnostics products and services are used by healthcare laboratories in hospitals, academic and research institutes, to prepare and analyze patient samples such as blood, urine, body fluids or tissue sections, to detect and diagnose diseases, such as cancer. We also provide diagnostic testing services for certain neurological, renal and endocrine disorders to physicians, hospital laboratories and reference laboratories.

Microbiology

Our Microbiology offerings include high-quality microbiology laboratory products, including dehydrated and prepared culture media, collection and transport systems, diagnostic and rapid direct specimen tests, quality-control products and associated products for the microbiology laboratory. Our products focus on aiding customers in the diagnosis of infectious disease, implementing effective infection control programs or in detecting microbial contamination of their products or manufacturing facilities.

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These products are used by microbiologists worldwide to grow and identify bacteria and to detect viruses and parasites. Within the clinical field, these products are used to facilitate a rapid and accurate diagnosis of infectious disease, to determine appropriate antimicrobial therapy and to aid in the implementation of infection control programs. Key clinical customers include hospitals, public health and reference laboratories, clinics and physician offices. 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. Industrial customers are comprised of quality control and quality assurance functions within food, beverage, ~~personal~~pe rsonal care, pharmaceutical and biotech companies.

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Clinical Diagnostics

Our clinical diagnostics products include a broad offering of liquid, ready-to-use and lyophilized immunodiagnostics 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; monitoring and toxicology; 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 immunoassay reagents and controls for major in-vitro diagnostics companies through OEM arrangements. In many instances, we will work with ~~customers~~c ustomers 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, including those for newer drugs such as Oxycodone, Heroin Metabolite and Buprenorphine. We also offer a line 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.

In other analytical laboratory fields, our reagents and automated photometric analyzers are used for colorimetric and enzymatic analysis and quality control in food and beverage, wine and pharmaceutical production. In addition to our own sales channels, our laboratory automation systems are distributed by some of the leading diagnostic manufacturers, such as Ortho-Clinical ~~Diagnostics (OCD).~~

~~In October 2009, the company completed the acquisition of B.R.A.H.M.S. AG,~~Diagnostics. We are also a ~~leading~~ provider of specialty diagnostic tests based on patented biomarkers for sepsis, cardiovascular and pulmonary diseases, as well as intensive care treatments and prenatal screening. ~~BRAHMS increased the breadth of the company’s diagnostics portfolio and provided a significant reagent manufacturing center in Europe.~~

Anatomical Pathology ~~(AP)~~

We provide a broad portfolio of products primarily for ~~use primarily~~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, ~~embedding~~blades and ~~staining, such as reagents, stains, slides, cover glass, microarray substrates,~~paraffin used to section tissue, and a wide range of leading stains. Also included are a full line of immunohistochemistry antibodies, detection ~~kits~~systems, ancillaries and ~~antibodies.~~ controls.

We also provide a complete range of APanatomical pathology instruments including ~~an autostaining immunohistochemistry~~cassette and slide ~~staining system; a robot stainer used in~~labeling systems, which enable on-demand slide ~~staining of histology~~ and ~~cytological specimens; along with other equipment such as~~cassette printing, tissue processors for ~~preparation of tissue samples;~~same-day tissue-processing, superior reagent management and higher lab efficiency, embedding stations, microtomes and cryostats used to section tissue, automated staining and cover slip systems used for ~~sectioning of processed tissues; embedding centers, slide stainers to highlight abnormal cells for microscopic examination~~primary and diagnosis; coverslippers, which place glass slipcovers on slides at a high capacity of approximately 450 slides per hour; and cassette and slide labelers for identifying specimens. Our cytocentrifuges useimmunohistochemistry staining. In cytology, we offer low-speed centrifugation technology coupled with patented EZ cytofunnels to

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~~concentrate and~~ deposit a thin layer of cells onto a microscope slide to ensure better cell capture and better preservation of cell morphology.

Our ~~tissue processors provide a fully automatic solution for tissue processing~~key customers include independent and ~~reagent storage/handling. For efficient handling~~hospital-based diagnostic laboratories engaged in the diagnosis of cancer, medical universities, as well as pharmaceutical and accurate identification of histology and cytology specimens, we offer a comprehensive line of cassette and slide labelers, including a laser microwriter developed specifically for anatomical pathology which prints 1D and 2D barcodes, text, logos and graphics in 26 different fonts at a speed of 1 to 2 seconds per slide and is designed to handle high-volume workloads in clinical orbiotech research ~~laboratories. Other histology products include a line of microtomes for paraffin or resin sectioning, cryostats for frozen sections and slide stainers for cell morphology highlights.~~institutions.

Thermo Fisher manufactures 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.

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Biosciences

Our broad range of Biosciences products and services includes fine and high-purity chemistry products; nucleic acid synthesis reagents; high-performance polymerase chain reaction ~~and quantitative polymerase chain reaction~~(PCR) reagents and related products; enzymes, reagents, kits and other consumables for molecular ~~biology reagents and consumables;~~biology; RNA interference (RNAi) and other gene-modulation and gene-expression reagents; high-quality antibodies; proprietary protein analysis reagents and kits; ~~high content~~high-content screening ~~(HCS)~~ and analysis ~~(HCA)~~ products; cell-culture products and sterile ~~liquid-handling~~bioprocessing systems. These products are used across the general chemistry and life sciences arenas primarily for scientific research, ~~and~~ drug discovery, diagnostics, as well as biopharmaceutical research and production.

Life Science Research

Our Life Science Research products provide innovative technologies, services and support to our global research and business partners. Focusing on genomics, proteomics and cell biology applications, these products are used in academic, government, diagnostic, biotechnology and pharmaceutical laboratories globally to understand biological processes and the basis of human diseases and to shorten the drug discovery and development process.

Our Genomics products are focused on gene silencing, gene expression and nucleic-acid amplification and detection. Our gene modulation product lines include synthetic small interfering RNA and viral vectors containing short hairpin RNA for gene silencing and complementary DNA vectors for gene expression. Together these technologies allow researchers to control the expression of specific genes in order to understand their function. Our PCR, reverse transcription-PCR and real-time quantitative-PCR reagents include a proprietary line of high-performance DNA polymerases. Scientists use these products along with PCR reaction plates and sealing products to amplify and measure nucleic acids with high precision and sensitivity, enabling them to gain a better understanding of the control mechanis ms inside a cell. Our broad offering for molecular and cellular biology also includes high-quality restriction and modifying enzymes, molecular weight markers and reagents for nucleic-acid purification. We supply a number of stock and custom products through business-to-business relationships including high purity RNA and DNA synthesis reagents, high purity nucleotides, novel fluorescent dyes, dye-labeled compounds, customized PCR plastics and other molecular biology reagents. Our synthesis products are used by oligo nucleotides manufacturers in both research and the rapidly emerging nucleic-acid therapeutic markets. Our Genomics offering also has a wide range of highly advanced services including genome-wide RNAi screening, RNAi in vivo technology development, high-content screening and cell line development, micro RNA profiling and custom chemical synthesis.

Our Proteomics products enable the effective and efficient study of the biology of proteins and offer cell-based assays and services for high-content pathway analysis. Scientists use our reagents and kits for protein purification, protein detection and quantitation, protein sample preparation, protein labeling, and protein-interaction and related studies. These products provide scientists with new capabilities and help them achieve sensitive and accurate results more efficiently. Our extensive offering includes more than 30,000 high-quality antibodies, peptides and proteins, including many antibodies labeled with novel fluorescent dyes. Complementing the company’s technology leadership in mass spectroscopy, some of our products support a complete protein analysis workflow in MS ana lysis, including innovative stable isotope-based reagents. Our specialized reagent kits and assays are powerful tools for fluorescent cell-based screening and analysis of specific molecular targets and biological parameters. Together, they comprise a wide range of high-content analysis and high-content screening assays.

Our Cellomics business provides leading technologies and products to advance cell science research, including complete systems for high-content imaging of cells, tissues and whole organisms. This total platform includes automated imaging instruments, image analysis software, data management and bioinformatics software, coupled with reagents, cell-culture media, sera and specialty media formulations, along with laboratory automation and services. This offering provides the life science researcher with a quantitative, automated approach to understanding the biology of cells, including stem cells and cell systems, supporting all aspects of the drug discovery process as well as academic and systems biology research.

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BioProcess Production

Our BioProcess Production offerings include cell-culture and bioprocessing products used in the production of animal and human viral vaccines, monoclonal antibodies, protein-based therapeutics and wound healing. These products and technologies continue to lead the industry in innovation and quality, encompassing preeminent cell-culture products (sera, classical media, serum-free and protein-free media, and process liquids) and bioprocessing systems, including flexible, single-use BioProcess Container systems, which are sterile, disposable bags specifically designed for transporting, mixing, dispensing, and storing sterile liquids and powders. In particular, the innovative Single-Use Bioreactor (SUB) product line offers a single-use alternative to conventional stirred tank bioreactors cur rently used in animal cell culture. The SUB emulates the scalability and operating parameters of the conventional stirred tank bioreactors yet is disposable, offering numerous process and regulatory advantages. The rapid acceptance of this technology is changing the landscape of the bioprocessing industry. These products are used in industrial and academic research markets for biotherapeutic discovery, cellular interaction studies, toxicity testing, antiviral and anticancer studies, as well as in biopharmaceutical manufacturing processes, where they have been specifically qualified for use in bioscience applications in the biopharmaceutical, biotechnology and diagnostic industries.

Global Chemicals

Our Global Chemicals products provide solutions for chemistry-based applications to scientists involved in analysis, research and development, and manufacturing — primarily in the pharmaceutical, life sciences and high technology markets. We offer reliable, industry leading products and services through internal expertise and through partnerships with leading providers of chemical technology. We deliver these products and solutions through our extensive global distribution network. Our broad portfolio includes organic chemicals used in basic research applications to synthesize new materials. We also provide a comprehensive line of essential laboratory chemicals used by scientists to purify, extract, separate, identify and manufacture products. Our broad range of bioreagents is used in many different applications, from cell growth to detailed protein analysis. In addition, our offering of novel chemical building blocks, reactive intermediates and screening libraries are used by medicinal and organic chemists to accelerate drug discovery. We also provide bulk volumes of many of our products when customers scale up from research to development.

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Our Genomics products are focused on gene silencing, gene expression and nucleic acid amplification and detection. Our gene modulation product lines include synthetic small interfering RNA (siRNA) and viral vectors containing short hairpin RNA (shRNA) for gene silencing and complementary DNA (cDNA) vectors for gene expression. Together these technologies allow researchers to control the expression of specific genes in order to understand their function. Scientists use our PCR and QPCR reagents along with PCR reaction plates and sealing products to amplify and measure nucleic acids with high precision and sensitivity, enabling them to gain a better understanding of the control mechanisms inside a cell. We supply a number of stock and custom products through business-to-business relationships including high purity RNA and DNA synthesis reagents, high purity nucleotides, novel fluorescent dyes, dye-labeled compounds, customized PCR plastics and other molecular biology reagents. Our synthesis products are used by oligo nucleotides manufacturers in both research and the rapidly emerging nucleic acid therapeutic markets. Our Genomics offering also has a wide range of highly advanced services including genome-wide RNAi screening, RNAi in vivo technology development, high-content screening and cell line development, micro RNA profiling and custom chemical synthesis.

Our Proteomics products enable the effective and efficient study of the biology of proteins and offer cell-based assays and services for high-content pathway analysis. Scientists use our reagents and kits for protein purification, protein detection and quantitation, protein sample preparation, protein labeling, protein interaction, and related studies, providing new capabilities and sensitive and accurate results more efficiently. Our extensive offering includes more than 30,000 high-quality antibodies, peptides and proteins, including many antibodies labeled with novel fluorescent dyes. Complementing the company’s technology leadership in mass spectroscopy (MS), some of our products support a complete protein analysis workflow in MS analysis, including innovative stable isotope-based reagents. Our specialized reagent kits and assays are powerful tools for fluorescence cell-based screening and analysis of specific molecular targets and biological parameters. Together, they comprise a wide range of high content analysis (HCA) and high content screening (HCS) assays.

Our Cellular Imaging and Analysis technologies provide complete systems for high-content imaging of cells, tissues and whole organisms. This total platform includes automated imaging instruments, image analysis software, data management and bioinformatics software, coupled with reagents, laboratory automation and services to provide the life science researcher with a quantitative, automated approach to understanding the biology of cells, including stem cells, and cell systems. Applications include all aspects of the drug discovery process as well as academic and systems biology research.

~~BioProcess Production~~

Our BioProcess Production offerings include cell-culture and bioprocessing products used in the production of animal and human viral vaccines, monoclonal antibodies, protein-based therapeutics and wound healing. These products and technologies continue to lead the industry in innovation and quality, encompassing preeminent cell-culture products (sera, classical media, serum-free and protein-free media, and process liquids) and bioprocessing systems, including flexible, single-use BioProcess Container (BPC) systems, which are sterile, disposable bags specifically designed for transporting, mixing, dispensing, and storing sterile liquids and powders. In particular, the innovative Single-Use Bioreactor (S.U.B.) product line offers a single-use alternative to conventional stirred tank bioreactors currently used in animal cell culture. The S.U.B. emulates the scalability and operating parameters of the conventional stirred tank bioreactors yet is disposable, offering numerous process and regulatory advantages. The rapid acceptance of this technology is changing the landscape of the bioprocessing industry. These products are used in industrial and academic research markets for biotherapeutic discovery, cellular interaction studies, toxicity testing, antiviral and anticancer studies, as well as in biopharmaceutical manufacturing processes, where they have been specifically qualified for use in bioscience applications in the biopharmaceutical, biotechnology and diagnostic industries.

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Laboratory Products and Services Segment

Through our Laboratory Products and Services segment, we offer a combination of products and services that allows our customers to engage in their core business functions of research, development, manufacturing, clinical diagnosis and drug discovery more accurately, rapidly and cost effectively. We serve the pharmaceutical, biotechnology, academic, government and other research and industrial markets, as well as the clinical laboratory and healthcare industries. This segment has three primary growth platforms – Laboratory Products, Customer Channels and BioPharma Services – and provides products and integrated solutions for various scientific challenges that support many facets of life science research, clinical diagnosis and workplace safety. Specifically, our Laboratory Equipment products consist primarily of sample preparation, controlled environment storage and handling equipment as well as laboratory ~~workstations;~~workstations ; our Laboratory Consumables include consumables, tubes and containers for sample preparation, analysis and sample storage. Our Research Market Channel offers a wide variety of proprietary and third-party chemicals, instruments and apparatus, liquid handling pumps and devices, capital equipment and consumables; our Healthcare Market Channel offers proprietary and third-party analytical equipment, diagnostic tools and reagents and consumables; our Safety Market Channel offers proprietary and third-party workplace and first responder equipment, protective gear and apparel; and our BioPharma Services offerings include packaging, warehousing and distribution services, labeling, pharmaceutical and biospecimen storage, and analytical laboratory services primarily in the area of drug discovery and pharmaceutical clinical trials.

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In the Research Market Channel, the Fisher Scientific catalog has been published for over 100 years and is an internationally recognized scientific supply resource. In the Research, Healthcare and Safety Market Channels, we publish more than 3 million copies of our various catalogs each year in eight different languages. Our e-commerce product references are showcased by our website, www.fishersci.com, which is a leading e-commerce site supporting the scientific research community. The website contains full product content for more than ~~340,000~~390,000 products. We maintain an international network of warehouses in our primary markets through which we maintain inventory and coordinate product delivery. With specialized product ~~vaults~~vaul ts and temperature controlled storage capacity, 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 allowing for automated catalog search, product order and invoicing and payment capabilities.

We deliver our products through third-party carriers and our dedicated fleet of delivery vehicles. Third-party carriers include ~~United Parcel Service (UPS),~~UPS, Federal Express, DHL and other carriers, including national and regional trucking firms, overnight carrier services and the U.S. Postal Service.

Laboratory Products

Laboratory Equipment

Our Laboratory Equipment products and integrated solutions 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 the quality of life.

We provide a broad range of equipment that is used for the preparation and preservation of chemical and biological samples, primarily for pharmaceutical, academic, clinical and government customers. Products include incubators that are used in biological experiments to allow growth of cells and organisms in optimal conditions of temperature, carbon dioxide and humidity.

We are leaders in cold temperature storage equipment, ranging from laboratory refrigerators and freezers to ultralow temperature freezers and cryopreservation storage tanks, which are used primarily for storing samples in a cold environment to protect from degradation. These systems may be customized to accommodate specific equipment, allowing reactions (such as chromatography) to be run under low-temperature conditions.

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We also offer a wide range of centrifuges, which are used to separate biological matrices and inorganic materials. Our microcentrifuges are primarily used for the purification of nucleic acids in the molecular biology laboratory, our general use benchtop centrifuges are suitable for processing clinical samples such as blood and urine, and our floor models 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.

Our biological safety cabinets enable technicians to handle samples without risk to themselves or their environment and without risk of cross-contamination of samples. Equipped with filtered air ventilation, controlled laminar flow and an ultraviolet source, biological safety cabinets can be used for tissue culture, IVF, infectious samples, forensic analysis or bioterrorism research.

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We offer a wide variety of microplate instruments for drug discovery, assay development, enzyme linked immunosorbent assay and applied testing markets. Our portfolio includes microplate detection instruments, multichannel reagent dispensing, magnetic particle purification systems, microplate washer and incubation equipment. Microplate detection instruments include UV, fluorescence, luminescence and multimode reader technologies. These instruments are designed for the analysis and optimization of assays, such as binding assays; absorption, distribution, metabolism and excretion toxicity; molecular biology assays; enzyme kinetic studies; ion-channel; and cell signaling assays. Multichannel reagent dispensing is critical to the efficiency and reproducibility of assays and we offer a ~~flexible~~flexibl e sample preparation system to meet the stringent requirements of reagent dispensing in pharmaceutical and biotechnology laboratories. We provide products for the purification of proteins, nucleic acids and cells in a convenient, rapid and reproducible manner using a patented magnetic particle method. The system consists of instruments, specially designed plastics and software to provide a total purification solution for customer applications.

We offer a variety of other laboratory products such as water purification systems, chillers, shakers, stirrers, hotplates, water baths, ovens, furnaces, vacuum concentrators and in a range of sizes, temperatures and configurations for life science, analytical chemistry, manufacturing and quality control applications where temperature uniformity and control are critical.

We supply internet, phone and field technical support and service for laboratory equipment including installation, maintenance, repair and training on a worldwide basis via a network of internal phone support technicians and field-based service technicians as well as third-party service providers.

Laboratory Consumables

We manufacture and sell solutions consisting of plastics and glass consumables and ~~certain~~ related equipment to entities ~~conducting~~enhancing their scientific research, including drug discovery and ~~drug~~ development, quality and process control, clinical and basic research and development. The product configurations, material choice, surface treatments and cleaning methods are specifically selected to meet the demands of a vast array of life science applications. Our broad portfolio of laboratory consumables provides quality products that range from sample collection and preparation to sample handling and analysis.

Our scalable cell culture platforms are used for life science research, analysis and discovery. We offer a broad range of surface technologies to meet the different application needs from traditional stem cell to Human stem cell lines. We provide a complete range of cell culture products from laboratory research to production scale. Our formats include chamber slides, dishes, multidishes, flasks and gas permeable technologies. We also offer a complete line of serological pipettes and conical tubes to address sample handling within the cell culture process. Our cell factory product line and roller bottles are widely used in the manufacture of vaccines and biotherapeutics.

We ~~sell sample tubes, containers and vessels, in~~have a ~~variety~~full line of plastics and glass and in a wide range of volumes for all types of life science, analytical and clinical analysis. Included in this offering are microwell plates ranging from a single well to 1,536 wellscentrifugation consumables for applications ranging from ~~tissue culture~~sample preparation though downstream bioprocessing. Additionally, we manufacture sample storage vials and organization systems for ultralow temperature and cryogenic storage that offer specific products for low protein binding and low DNA binding functionality. We offer a wide selection of containers for packaging of life science and diagnostic reagents as well for the storage and transport of bulk intermediates and active pharmaceutical ingredients. Many of our containers are produced in ISO Class 7 Cleanrooms and carry specific certifications to primary and secondary screening in drug discovery. The geometry of the wells, the type of plastic resin, the surface treatments or filtration membrane in the devices vary to serve a number of applications for maximizing cell growth, sample concentration within the well or reduce background fluorescence or non-specific binding.meet increasing industry requirements.

~~Accurate measurement~~We are a leading manufacturer of laboratory pipette tips and ~~dispensing~~offer a complementary range of ~~samples~~handheld and ~~reagents~~automated pipetting systems. This offering satisfies the liquid handling demands from low (manual) through high (automated) throughput levels. This diverse product portfolio is ~~critical~~designed to optimize productivity, ergonomics, and ensure accurate results. Our detection instruments portfolio includes microplate readers, washers, purification systems, and PCR and qPCR instruments. These instruments offer researchers in ~~a variety~~the fields of ~~industrial, academic, government,~~cancer research, drug development, proteomics and ~~clinical laboratories. We have a wide variety of single~~genomics efficiency, high quality performance and ~~multiple channel pipetting tools from manual to highly automated, covering a wide volume range. The ergonomics of these devices are important to the~~ comfort of researchers handling numerous samples and pipetting steps on a daily basis. Due to sample cross-contamination concerns, the tips of the pipettes are disposable and a separate tip is used for each sample.accurate results.

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We ~~have tubes specific to centrifugation~~offer 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 are a market leader in ~~various sizes to fit~~ the ~~volume~~manufacture of plastic transfer pipettes and ~~centrifugal speed requirements of the sample. In addition, we sell sample~~general purpose clinical laboratory consumables. We also offer containers for breast milk collection, storage ~~vials~~ and ~~organization systems for ultralow temperature~~feeding primarily used in neo-natal units and ~~cryogenic storage, offering specific products for low protein binding and low DNA binding.~~by lactation specialists.

We ~~also~~ provide tissue culture filtration and growth vessels. Our products are used by researchers for growth of tissue culture and can be scaled up to biomanufacturing of vaccines or monoclonal antibodies using Cell Factory products. The sterility of samples and growth media is critical to the viability of the cells.

~~We sell a broad range of~~ chromatography consumables for both liquid and gas ~~chromatography. These consumables represent a complete consumable workflow solution from sample collection to sample preparation to sample handling to sample analysis. These products include~~chromatography including HPLC columns, GC columns, fittings, tubing, injection liners, GC septa, auto-sampler vials, closures and general chromatography accessories. Our chromatography sample preparation products range from syringe filter and solid phase extraction consumables to manual and automated chromatography glass syringes.

In addition, we provide OEM and custom kit assembly services for clinical test kits and drug of abuse. Our custom cleaning services and specialty coatings include sterilization, depyrogenation, low particulate, low TOC, silanization and siliconization used in drug discovery.

Laboratory Workstations

We are a major supplier of laboratory workstations and fume hoods for either new construction or laboratory renovation. Our product offerings include steel, wood and plastic laminate casework systems, adaptable furniture systems, chemical ventilation fume hoods and chemical storage cabinets and various other laboratory fixtures and accessories.

Customer Channels

Our Customer Channels platform serves academic, pharmaceutical, biotech, government, industrial and healthcare customers through our Fisher Scientific, Fisher HealthCare, Fisher Safety, Fisher Science Education and Cole-Parmer offerings. Our Fisher Scientific offerings include a wide range of products and services from a single source designed to allow our customers to engage more accurately and efficiently in laboratory research and development throughout the world. We provide products and solutions focused on the collection, transportation and analysis of biological samples through our Fisher HealthCare offerings. We also provide safety-related products through our Fisher Safety offerings including cleanroom and controlled-environment supplies, personal protective equipment, ~~firefighting,~~firefighti ng, military and first responder equipment and supplies, and environmental monitoring and sampling equipment. Our Fisher Science Education offerings include science related educational and laboratory products for the K – 12 and secondary education market. Our Cole-Parmer offerings include a wide variety of laboratory and industrial fluid handling products, instrumentation, equipment, and supplies. In addition to our broad product portfolio, we offer a variety of specialized services to our customers through our Managed Services team. Services provided to customers include dedicated logistics personnel who manage inventory and provide desktop delivery, coordinate instrument calibration and service, facilitate glass washing, provide on-site customer service and deliver other services that allow our customers to focus on their core research and business activities.

We go to market through our broad sales force, global network of resellers and distributors, printed catalogs, and state-of-the-art website. We maintain a global sales force of over 1,500 personnel, augmented by a large global network of resellers and distributors. Our print catalogs range from hardcopy volumes that include detailed descriptions of over ~~45,000~~40,000 products to industry-specific catalogs targeted to customers in such industries as wine-testing, food safety and controlled environments. In addition to our print catalogs, we maintain an on-line catalog via our www.fishersci.com website that allows our customers to search our product portfolio and purchase over ~~870,000~~1,000,000 products on-line.

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Research Market Channel

Our Research Market Channel offerings include a wide range of products and services from a single source designed to allow our customers to engage more accurately and efficiently in laboratory research and development throughout the world. Our customers represent all industries requiring any level of laboratory research, including but not limited to the medical research, pharmaceutical, biotech, food and agriculture, government, academic and manufacturing industries.

Our products include all forms of laboratory products, ranging from capital equipment and instruments to chemicals to consumable products. We offer a mix of products that are manufactured by Thermo Fisher, that are manufactured by third parties for us on a private-label basis, and that are manufactured 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 print catalog consists of more than ~~45,000~~40,000 products. Beyond this catalog, we offer our customers access to an additional ~~829,000~~900,000 products. Our e-commerce website, www.fishersci.com, has been an industry-leading online ordering and reference tool since its inception in the 1990s.

In addition to our broad product offering, we offer a variety of specialized services to our customers through our Managed Services team. Services provided to customers include dedicated logistics personnel who manage inventory and provide desktop delivery, coordinate instrument calibration and service, facilitate glass washing, provide on-site customer service and deliver other services that allow our customers to focus on their core research activities.

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, along with blood collection devices, consumable vials and transportation devices, as well as an extensive portfolio of rapid diagnostic testing devices for drugs-of-abuse testing and diagnosis and monitoring of cancer, endocrine function and cardiovascular, gastrointestinal, nervous system, respiratory and sexually transmitted diseases. The Healthcare Market core product offering also includes high-end diagnostic instruments and equipment together with the reagents used in those instruments and equipment to perform diagnostic tests. Sales in the healthcare market ~~are~~a re fueled by the administration and evaluation of diagnostic tests. We believe that the aging population, as well as the increased demand for the development of new specialty diagnostic tests, will result in increased market growth.

In addition to our broad product offering, we offer a variety of specialized services to our customers through our Managed Services team. Services provided to customers include dedicated logistics personnel that manage inventory, provide on-site customer service, and deliver other services that allow our customers to focus on their core responsibilities.

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~~Item 1A.~~

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 3.

We must develop new products, adapt to rapid and significant technological change and respond to introductions of new products in order 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. 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.

~~It may be difficult for us to implement~~Many of 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:

~~finding new markets for our products;~~

~~developing new applications for our technologies;~~

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

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

~~continuing key customer initiatives;~~

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~~Item 1A. Risk Factors (continued)~~

~~expanding our service offerings;~~

~~strengthening our presence in selected geographic markets; and~~

~~continuing the development of commercial tools and infrastructure to increase and support cross-selling opportunities of~~existing products and ~~services to take advantage of our breadth in~~those under development are technologically innovative and require significant planning, design, development and testing at the technological, product ~~offerings.~~

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

Our business is affected by general economic conditions and related uncertainties affecting markets in which we operate. The current economic conditions including the global recession could adversely impact our business in 2010 and beyond, resulting in:

~~reduced demand for some of our products;~~

~~increased rate of order cancellations or delays;~~

~~increased risk of excess and obsolete inventories;~~

~~increased pressure on the prices for our products and services; and~~

~~greater difficulty in collecting accounts receivable.~~

~~Development of our products requires significant investment; our products and technologies could become uncompetitive or obsolete.~~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.

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. These activities requireIt may be difficult for us to ~~make significant investments.~~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:

~~Products~~

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 ~~undergo rapid~~to compete more effectively;

finding new markets for our products; and ~~significant technological change because~~

continuing the development of ~~quickly changing industry standards~~commercial tools and ~~the introduction~~infrastructure to increase and support cross-selling opportunities of ~~new~~ products and ~~technologies that make existing products and technologies uncompetitive or obsolete. Our competitors may adapt more quickly~~services to ~~new technologies and changes~~take advantage of our depth in ~~customers’ requirements than we can. The products that we are currently developing, or those we will develop in the future,~~product offerings.

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

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Item 1A.

Risk Factors (continued)

Our business is affected by general economic conditions and related uncertainties affecting markets in which we operate. The current economic conditions including the lingering effects of the global recession could adversely impact our business in 2011 and beyond, resulting in:

reduced demand for some of our products;

increased rate of order cancellations or ~~accepted by~~delays;

increased risk of excess and obsolete inventories;

increased pressure on the ~~marketplace, and~~prices for our products ~~or technologies could become uncompetitive or obsolete.~~and services; and

greater difficulty in collecting accounts receivable.

Demand for most 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. These policies in turn can have a significant effect on the demand for our products.

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~~THERMO FISHER SCIENTIFIC INC.~~

~~Item 1A. Risk Factors (continued)~~

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 revenues account for a substantial portion of our revenues, and we intend to continue expanding our presence in international markets. ~~In 2009, our international revenues from continuing operations, including export revenues from the United States, accounted for a significant percentage of our total revenues.~~ The exposure to fluctuations in currency exchange rates takes on different forms. International revenues are subject to the risk that fluctuations in exchange rates could adversely affect product demand and the profitability in U.S. dollars of products and services provided by us in international markets, where payment for our products and services is made in the local currency. As a multinational corporation, our businesses ~~occasionally~~o ccasionally 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. In addition, reported sales made in non-U.S. currencies by our international businesses, when translated into U.S. dollars for financial reporting purposes, fluctuate due to exchange rate movement. Should our international sales grow, exposure to fluctuations in currency exchange rates could have a larger effect on our financial results. In ~~2009,~~2010, currency translation had an unfavorable effect of $20 million on the revenues of our continuing operations ~~of $211 million~~ due to the strengthening of the U.S. dollar relative to other currencies in which the company sells products and services.

Healthcare reform legislation could adversely impact us. The ~~U.S. Congress is debating~~recently enacted Federal legislation on healthcare reform ~~that~~ could have an adverse impact on us. Some of the potential ~~changes,~~consequences, such as a reduction in governmental support of healthcare services or adverse changes ~~in legislation or regulations governing~~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. ~~Changes~~The new legislation also includes an excise tax, beginning in ~~tax laws relating to healthcare reform, such as the proposal in the bill approved by the House of Representatives that would assess an annual tax~~2013, on revenue from the sale by manufacturers of certain medical devices, ~~would~~which could have an adverse impact on our results of operations.

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Item 1A.

Risk Factors (continued)

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 ofo f operations.

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.

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~~Item 1A. Risk Factors (continued)~~

Third parties may assert claims against us to the effect that we are infringing on their intellectual property rights. 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,~~te chnology, 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 any of our security products 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. The products currently or previously sold by our environmental and process instruments ~~business~~businesses include a comprehensive range of 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 ~~pass through the~~fail to be detected by our product, ~~undetected,~~ which could lead to ~~product~~p roduct 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.

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Item 1A.

Risk Factors (continued)

Our inability to successfully identify and complete acquisitions or 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. Promising acquisitions are difficult to identify and complete for a number of reasons, including competition among prospective buyers and the need for regulatory, including antitrust, approvals. We may not be able to identify and successfully complete transactions. 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 any 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.

Moreover, we have acquired many companies and businesses. As a result of these acquisitions, we recorded significant goodwill and indefinite-lived intangible assets on our balance sheet, which amount to approximately ~~$8.98~~$9.27 billion and $1.33 billion, respectively, as of December 31, ~~2009.~~2010. We assess the realizability of ~~the~~ goodwill and indefinite-lived intangible assets annually as well as 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 ~~indefinite-lived~~indefinite-lived 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 indefinite-lived intangible assets, we may be required to incur material charges relating to the impairment of those assets.

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~~Item 1A. Risk Factors (continued)~~

~~Our growth strategy to acquire new businesses may not be successful and the integration of future acquisitions may be difficult and disruptive to our ongoing operations.~~

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~~governin g 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 largest 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 consumables business and our largest customer in the diagnostics business are also significant competitors. Our business may be harmed in the short term if our competitive relationship in the marketplace with these 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~~fr om 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 UPS and 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 UPS or another third-party package-delivery provider experiences a major work stoppage, ~~preventing~~prevent ing 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 UPS or our other third-party package-delivery providers increase prices, and we are not able to find comparable alternatives or make adjustments in our delivery network, our profitability could be adversely affected.

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Item 1A.

Risk Factors (continued)

We are subject to regulation by various federal, state and foreign agencies that require us to comply with a wide variety of regulations, including those regarding the manufacture of products, the shipping of our products and environmental matters. 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 cease their manufacture and distribution, which ~~would~~w ould increase our costs and reduce our revenues.

We are subject to federal, state, local and international laws and regulations that govern the handling, transportation, manufacture, use or sale of substances that are or could be classified as toxic or hazardous substances. Some risk of environmental damage is inherent in our operations and the products we manufacture, sell or distribute. This requires us to devote significant resources to maintain compliance with applicable environmental laws and regulations, including the establishment of reserves to address potential environmental costs, and manage environmental risks.

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~~Item 1A. Risk Factors (continued)~~

We rely heavily on our manufacturing operations to produce ~~the~~ products we sell, and our business could be adversely affected by disruptions of our manufacturing ~~operation.~~operations. We rely upon our manufacturing operations to produce many of the products we sell. Any significant disruption of those operations for any reason, such as strikes or other labor unrest, power interruptions, fire, earthquakes, or other events beyond our control could adversely affect our sales and customer relationships and therefore adversely affect our business. 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~~th e 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 ~~business,~~ 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.~~opera te. 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, steel and serum. 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 or system failures at certain of our sites could interfere with our operations. As a part of the effort to upgrade our current information systems, we are implementing 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 and increased visibility into pricing and cost structures, it may be difficult to improve or maximize our profit margins. As a result, our results of operations and cash flows could be adversely affected.

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Item 1A.

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 ~~our~~ customers, ~~bill and~~ track ~~our~~ 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 and other events. 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~~precaut ions we may take, such problems could result in, among other consequences, interruptions in our services, which could harm our reputation and financial results.

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~~Item 1A. Risk Factors (continued)~~

Our debt may restrict our investment opportunities or limit our activities. As of December 31, ~~2009,~~2010, we had approximately ~~$2.18~~$2.14 billion in outstanding indebtedness. In addition, we had the ability to borrow an additional ~~$946~~$952 million under our revolving credit facility. 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 satisfy our obligations depends 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 these obligations. If we are unable to service our debt or obtain additional financing, we may be forced to delay strategic acquisitions, capital expenditures or research and development expenditures. We may not be able to obtain additional financing on terms acceptable to us or at all.

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 include a debt-to-EBITDA ratio. Specifically, the company has agreed that, so long as any lender has any commitment under the facility, or any loan or other obligation is outstanding under the facility, or any letter of credit is outstanding under the facility, it will not permit (as the following terms are defined in the facility) the Consolidated Leverage Ratio (the ratio of consolidated ~~Indebtedness~~Indebtedne ss to Consolidated EBITDA) as at the last day of any fiscal quarter to be greater 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 one 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 as of December 31, ~~2009,~~2010, are as follows:

Analytical Technologies

We own approximately 4.0 million square feet of office, engineering, laboratory and production space, principally in New Jersey, Wisconsin, Virginia, Utah and California within the U.S., and in Germany, England and Switzerland. We lease approximately ~~3.3~~3.4 million square feet of office, engineering, laboratory and production space, principally in Massachusetts, California, ~~Massachusetts,~~ Texas, Kansas and Michigan within the U.S., and in China, England, ~~China,~~ Finland, Germany and Australia, under various leases that expire between ~~2010~~2011 and 2029.

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~~Item 2. Properties (continued)~~

Laboratory Products and Services

We own approximately ~~6.8~~7.1 million square feet of office, engineering, laboratory, warehouse and production space, principally in Wisconsin, New York, Pennsylvania, Illinois and North Carolina within the U.S., and in England Germany, Canada, Denmark and France. We lease approximately ~~4.6~~4.2 million square feet of office, engineering, laboratory, warehouse and production space, principally in California, Pennsylvania, Illinois, Maryland, ~~Georgia~~Tennessee and New Jersey within the U.S. and in Australia, Mexico, Germany ~~England~~ and ~~Finland,~~England, under various leases that expire between ~~2010~~2011 and ~~2038.~~2021.

Corporate Headquarters

We own approximately 81,000 square feet of office space in Massachusetts. We also lease approximately ~~54,000~~11,000 square feet of office space principally in ~~Pennsylvania and~~ Massachusetts under various leases that expire ~~between 2010 and 2016.~~in 2013.

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 ~~2010~~2011 or ~~2011,~~2012, we believe that suitable replacement properties are available on commercially reasonable terms.

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Item 3. Legal Proceedings

Our business involves a risk of product liability and other claims in the ordinary course of business. We are a party to various lawsuits and legal proceedings, including individual and consolidated multi-party product liability actions for products we may have distributed or manufactured. These matters have arisen in the ordinary course and conduct of our business, as well as through acquisitions. We believe that some of the costs incurred in defending and ultimately disposing of many of these claims for personal injury and other matters may be covered in part by insurance policies maintained by certain insurance carriers or subject to indemnification by our suppliers or purchasers. Management, after review and consideration with counsel, considers that any ultimate liability with ~~respect~~respe ct to these matters should not have a material adverse effect on our results of operations, financial position or cash flows. While liabilities arising from potential future claims could become material, we currently believe, on the basis of our claims history and related factors, that such potential future claims are not likely to have a material impact on our business, financial condition and results of operations. Actual costs incurred will depend on the solvency of our insurance carriers, the degree of coverage with respect to any particular claim, our success in litigating these claims and the solvency of third parties who may be jointly and severally liable. See “Item 1 – Business – Environmental Matters,” for legal proceedings involving certain environmental matters.

We are subject to the jurisdiction of various regulatory agencies including, among others, the U.S. Food and Drug Administration and the Agency for International Development. Various governmental agencies conduct investigations from time to time to examine matters relating to our operations. Some operations involve and have involved the handling, manufacture, use or sale of substances that are classified as toxic or hazardous substances within the meaning of applicable environmental laws. Consequently, some risk of environmental and other damage is inherent in particular operations and products as it is with other companies engaged in similar businesses, and we cannot assure that material damage will not occur or be discovered or that the damage will not be determined to be material in the future.

Item 4. ~~Submission of Matters to a Vote of Security Holders~~Reserved

~~No matters were submitted to a vote of security holders, whether through the solicitation of proxies or otherwise, during our 2009 fourth fiscal quarter.~~

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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 ~~2009~~2010 and ~~2008,~~2009, as reported in the consolidated transaction reporting system.

	2009				2008				2010				2009
	High		Low		High		Low		High		Low		High		Low

First Quarter	$	40.34	$	32.02	$	58.01	$	46.63	$	52.94	$	45.37	$	40.34	$	32.02
Second Quarter		42.47		30.83		59.87		52.73		57.40		47.21		42.47		30.83
Third Quarter		47.74		37.50		62.77		52.67		51.36		41.74		47.74		37.50
Fourth Quarter		49.70		42.86		56.42		26.65		56.25		47.17		49.70		42.86

The closing price of the company’s common stock on December 31, 2010 and 2009, was $55.36 and ~~2008, was~~ $47.69, ~~and $34.07,~~ respectively.

Holders of Common Stock

As of February 5, ~~2010,~~2011, the company had ~~7,073~~6,630 holders of record of its common stock. This does not include holdings in street or nominee names.

Dividend Policy

The company has never paid cash dividends and currently does not expect to pay cash dividends in the foreseeable future. Payment of dividends is at the discretion of the company’s Board of Directors and will depend upon, among other factors, the company’s earnings, capital requirements and financial condition.

~~Issuer Purchases of Equity Securities~~

~~No shares were repurchased in the company’s fourth quarter of 2009.~~

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Item 6.5.

~~Selected Financial Data~~

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities (continued)

Issuer Purchases of Equity Securities

(In millions except per share amounts) 2009 (a) 2008 (b) 2007 (c) 2006 (d) 2005 (e)

Statement of Income Data
Revenues $ 10,109.7 $ 10,498.0 $ 9,746.4 $ 3,791.6 $ 2,633.0
Operating Income 1,048.9 1,229.4 974.4 242.0 263.5
Income from Continuing Operations 851.3 975.4 766.9 164.1 198.3
Net Income 850.3 980.9 748.4 166.7 223.2
Earnings per Share from Continuing Operations:
      Basic 2.06 2.33 1.82 .84 1.23
      Diluted 2.01 2.24 1.73 .81 1.21
Earnings per Share:
      Basic 2.06 2.34 1.77 .85 1.38
      Diluted 2.01 2.25 1.69 .83 1.36

Balance Sheet Data
Working Capital $ 2,891.6 $ 2,805.7 $ 1,763.7 $ 1,507.2 $ 562.2
Total Assets 21,625.0 21,090.0 21,207.4 21,262.2 4,251.6
Long-term Obligations 2,064.0 2,003.2 1,983.7 2,097.8 468.6
Shareholders' Equity 15,430.9 14,926.5 14,463.6 13,879.1 2,793.3

A summary of the share repurchase activity for the company’s fourth quarter of 2010 follows:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Plans or Programs (1) (in millions)


Fiscal October (Oct. 3 – Nov. 6)	3,470,100	$	49.49	3,470,100	$ 665.8
Fiscal November (Nov. 7 – Dec. 4)	2,342,820		51.51	2,342,820	545.1
Fiscal December (Dec. 5 – Dec. 31)	1,072,135		53.70	1,072,135	487.5

Total Fourth Quarter	6,885,055	$	50.83	6,885,055	$ �� 487.5

(1) On April 20, 2010, the company announced a repurchase program authorizing the purchase of up to $750 million of the company's common stock through April 19,

2011. On September 9, 2010, the company announced a repurchase program authorizing the purchase of up to an additional $750 million of the company's common

stock through September 8, 2011. All of the shares of common stock repurchased by the company during the fourth quarter of 2010 were purchased under these

programs.

On January 1, 2009, the company adopted new rules concerning i) accounting for convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement and ii) determining whether instruments granted in share-based payment transactions are participating securities. The above summary consolidated financial data reflects the retroactive presentationFinancial Statement Index

Table of ~~prior periods to conform to the current accounting as required by both rules.~~Contents

THERMO FISHER SCIENTIFIC INC.

Item 6. Selected Financial Data

(In millions except per share amounts)	2010 (a)		2009 (b)		2008 (c)		2007 (d)		2006 (e)

Statement of Income Data
Revenues	$	10,788.7	$	10,109.7	$	10,498.0	$	9,746.4	$	3,791.6
Operating Income		1,264.9		1,048.9		1,229.4		974.4		242.0
Income from Continuing Operations		1,033.1		851.3		975.4		766.9		164.1
Net Income		1,035.6		850.3		980.9		748.4		166.7
Earnings per Share from Continuing Operations:
Basic		2.56		2.06		2.33		1.82		.84
Diluted		2.52		2.01		2.24		1.73		.81
Earnings per Share:
Basic		2.57		2.06		2.34		1.77		.85
Diluted		2.53		2.01		2.25		1.69		.83

Balance Sheet Data
Working Capital	$	2,425.2	$	2,891.6	$	2,805.7	$	1,763.7	$	1,507.2
Total Assets		21,349.4		21,625.0		21,090.0		21,207.4		21,262.2
Long-term Obligations		2,031.3		2,064.0		2,003.2		1,983.7		2,097.8
Shareholders' Equity		15,361.0		15,430.9		14,926.5		14,463.6		13,879.1

The caption “restructuring and other costs” in the notes below includes amounts charged to cost of revenues, primarily for the sale of inventories revalued at the date of acquisition and, beginning in 2009, charges/credits to selling, general and administrative expense primarily for significant acquisition transaction costs.

(a)	Reflects a $79.4 million pre-tax charge for restructuring and other costs; an after-tax gain of $2.5 million related to the company’s discontinued operations; and the repurchase of $1.01 billion of the company’s common stock.

(b)	Reflects a $69.0 million pre-tax charge for restructuring and other costs; an after-tax loss of $1.0 million related to the company’s discontinued operations; and the repurchase of $414.6 million of the company’s common stock.

~~(b)~~ (c)

Reflects a $36.9 million pre-tax charge for restructuring and other costs; an after-tax gain of $5.5 million related to the company’s discontinued operations; and the

repurchase of $187.4 million of the company’s common stock.

~~(c)~~ (d)

Reflects a $91.4 million pre-tax charge for restructuring and other costs; an after-tax loss of $18.5 million related to the company’s discontinued operations; and the

repurchase of $898.0 million of the company’s common stock.

~~(d)~~ (e)

Reflects completion of the merger with Fisher on November 9, ~~2006, including issuance of common stock.~~2006. Also reflects a $123.3 million pre-tax charge for restructuring and other costs; a charge of $36.7

million for acceleration of vesting of stock-based compensation as a result of the Fisher merger; and after-tax income of $2.6 million related to the company’s

discontinued operations.

~~(e)~~

Reflects a $30.3 million pre-tax charge for restructuring and other costs; $27.6 million of pre-tax net gains from the sale of shares of Thoratec Corporation and Newport Corporation; and after-tax income of $24.9 million related to the company’s discontinued operations.

Financial Statement Index

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THERMO FISHER SCIENTIFIC INC.

~~Item 7.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

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 of Results of Operations and Liquidity

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 two business segments: Analytical Technologies and Laboratory Products and Services. During each of the first quarters of 2009 and 2008, the company transferred management responsibility and related financial reporting and monitoring for a small product line between segments. The company has historically moved a product line between segments when a shift in strategic focus of either the product line or a segment more closely aligns the product line with a segment different than that in which it had previously been reported. Segment information for all periods presented has been reclassified to reflect these transfers. Revenues in the fourth quarter are historically stronger than in other quarters due to capital spending patterns of ~~industrial, pharmaceutical and government~~ customers.

(Dollars in millions)	2009				2008				2010			2009

Revenues
Analytical Technologies	$	4,153.9		41.1%	$	4,468.6		42.6%	$	4,611.8	42.7%	$	4,153.9	41.1%
Laboratory Products and Services		6,426.6		63.6%		6,455.2		61.5%		6,693.0	62.0%		6,426.6	63.6%
Eliminations		(470.8	)	(4.7)%		(425.8	)	(4.1)%		(516.1)	(4.7)%		(470.8)	(4.7)%

	$	10,109.7		100%	$	10,498.0		100%	$	10,788.7	100%	$	10,109.7	100%

THERMO FISHER SCIENTIFIC INC.

~~Item 7. Management's~~

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations —

Results of Operations ~~– Critical Accounting Policies and Estimates~~ (continued)

~~(k)~~ ~~Restructuring Costs~~In 2010, the company recorded restructuring and other costs, net, of $79 million, including: $16 million of charges to cost of revenues 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 $3 million of charges to selling, general and administrative expenses for transaction costs, net, primarily related to the pending acquisition of Dionex and revisions of estimated contingent consideration, principally related to the acquisition of Ahura Scientific, offset in part by a gain of $11 million on settlement with product liability insurers. The company incurred $34 million of cash costs, primarily for actions initiated in 2009 and, to a lesser extent, 2010 in response to the downturn in the economy and reduced revenues, including severance to reduce headcount at several businesses and abandoned facility expenses at businesses that have been or are being consolidated. The company recorded impairment charges of $17 million for intangible assets associated with several small business units. The company also recorded a $6 million charge on a patent infringement claim initiated prior to a business unit’s acquisition by the company and $3 million of asset write-downs associated with abandoned facilities held for sale (Note 14). In 2009, the company recorded restructuring and other costs, net, of $69 million, including $7 million of charges to cost of revenues related to the sale of inventories revalued at the date of acquisition and accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations and $2 million of charges to selling, general and administrative expenses for transaction costs related to the acquisitions of Bio lab and B.R.A.H.M.S. offset in part by a gain primarily for settlement of certain product liability-related matters. The company incurred $62 million of cash costs, primarily for actions in response to the downturn in the economy and reduced revenues, including severance to reduce headcount at several businesses and abandoned facility expenses at businesses that have been or are being consolidated. The company also incurred a $2 million loss on an abandoned facility held for sale that was sold in July 2009 and a $3 million charge for pension termination benefits, offset by a $7 million gain on the settlement of a litigation-related matter assumed as part of the merger with Fisher in 2006.

As of February 24, 2011, the company has identified restructuring actions that will result in additional charges of approximately $35 million in 2011 and expects to identify additional actions during 2011. The ~~company records~~ restructuring ~~charges for~~actions initiated in 2010 will result in annual cost savings of approximately $50 million beginning primarily in 2011, including $15 million in the Analytical Technologies segment and $35 million in the Laboratory Products and Services segment. The restructuring actions initiated in 2009 resulted in annual cost savings beginning in the second half of ~~vacating facilities based on future lease obligations net~~2009 and early 2010 of ~~expected sub-rental income. The company’s accrued restructuring costs for abandoned facilities totaled $7~~approximately $60 million, ~~at December 31, 2009. Should actual cash flows associated with sub-rental income from vacated facilities vary from estimated amounts, adjustments may be required.~~including $40 million in the Analytical Technologies segment and $20 million in the Laboratory Products and Services segment.

Segment Results

~~(l)~~ ~~Assets Held~~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 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 these measures because it helps management understand and evaluate the segments’ core operating results and facilitate comparison of performance for ~~Sale~~determining compensation (Note 3). Accordingly, the following segment data is reported on this basis.

~~The company estimates the expected proceeds from any assets held for sale and, when necessary, records losses to reduce the carrying value~~

Financial Statement Index

Table of these assets to estimated realizable value. Should the actual or estimated proceeds, which would include post-closing purchase price adjustments, vary from current estimates, results could differ from expected amounts.Contents

THERMO FISHER SCIENTIFIC INC.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations —

Results of Operations (continued)

(Dollars in millions)	2010			2009			Change

Revenues
Analytical Technologies	$	4,611.8		$	4,153.9		11%
Laboratory Products and Services		6,693.0			6,426.6		4%
Eliminations		(516.1	)		(470.8	)	10%

Consolidated Revenues	$	10,788.7		$	10,109.7		7%

Segment Income
Analytical Technologies	$	984.2		$	837.3		18%
Laboratory Products and Services		931.8			877.6		6%

Subtotal Reportable Segments		1,916.0			1,714.9		12%

Cost of Revenues Charges		(16.0	)		(6.7	)
Selling, General and Administrative Charges, Net		(3.0	)		(1.5	)
Restructuring and Other Costs, Net		(60.4	)		(60.8	)
Amortization of Acquisition-related Intangible Assets		(571.7	)		(597.0	)

Consolidated Operating Income	$	1,264.9		$	1,048.9		21%

Reportable Segments Operating Income Margin		17.8%			17.0%

Consolidated Operating Income Margin		11.7%			10.4%

Income from the company’s reportable segments increased 12% to $1.92 billion in 2010 due primarily to profit on incremental sales and, to a lesser extent, productivity improvements including global sourcing and lower operating costs following restructuring actions. The company also refers to this measure as adjusted operating income.

Analytical Technologies

(Dollars in millions)	2010		2009		Change

Revenues	$	4,611.8	$	4,153.9		11%

Operating Income Margin		21.3%		20.2%		1.1

Sales in the Analytical Technologies segment increased $458 million to $4.61 billion in 2010. The unfavorable effects of currency translation resulted in a decrease in revenue of $21 million in 2010. Sales increased $232 million due to acquisitions, net of divestitures. In addition to the changes in revenue resulting from currency translation and acquisitions, net of divestitures, revenues increased $247 million (6%) primarily due to increased demand including higher stimulus-funded spending by customers, particularly in the first quarter. Demand in industrial markets for environmental and process control equipment improved in 2010. Demand was also strong for mass spectrometry instruments, bioscience offerings and clinical diagnostic consumables.

Operating income margin was 21.3% in 2010 and 20.2% in 2009. The increase resulted from profit on incremental sales and, to a lesser extent, productivity improvements, global sourcing initiatives and lower operating costs following restructuring actions.

Financial Statement Index

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THERMO FISHER SCIENTIFIC INC.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations —

Results of Operations (continued)

Laboratory Products and Services

(Dollars in millions)	2010		2009		Change

Revenues	$	6,693.0	$	6,426.6	4%

Operating Income Margin		13.9%		13.7%	0.2

Sales in the Laboratory Products and Services segment increased $266 million to $6.69 billion in 2010. The unfavorable effects of currency translation resulted in a nominal decrease in revenues in 2010. Sales increased $34 million due to acquisitions, net of divestitures. In addition to the changes in revenue resulting from currency translation and acquisitions, net of divestitures, revenues increased $232 million (4%) primarily due to stronger demand and, to a lesser extent, increased prices. Demand for laboratory equipment, which had been particularly weak in 2009, and consumables improved in 2010. The increase in revenues was offset in part by a $102 million, net reduction in sales due to termination and transition of a supply contract discussed below and, to a lesser extent, lower re venues associated with flu due to milder flu conditions in 2010.

In November 2009, a significant supplier of the company’s healthcare market channel notified the company that it intended to cease an existing supply arrangement in mid-2010. The company believes this was in part a response to the company’s strategic decision to expand its product offerings to provide its customers with a broader menu of diagnostic solutions. The company has signed an agreement with an alternative supplier of laboratory products and has begun selling these and other products from the new supplier offsetting a portion of the drop in revenue. As a result of these events, sales were unfavorably affected by $102 million, net, in 2010 compared with 2009. The company expects that cessation of the supply contract will continue to unfavorably affect revenue growth by approximately $55 million in the first half of 2011.

Operating income margin increased to 13.9% in 2010 from 13.7% in 2009, primarily due to profit on incremental sales and, to a lesser extent, productivity improvements, global sourcing initiatives and lower operating costs following restructuring actions, offset in part by strategic investments including expansion of sales and marketing staff in the Asia/Pacific region and information technology initiatives in Europe.

Other Expense, Net

The company reported other expense, net, of $100 million and $122 million in 2010 and 2009, respectively (Note 4). Interest expense decreased to $85 million from $118 million in 2009 primarily as a result of lower interest rates on variable rate debt following refinancings completed in late 2009 and the first half of 2010. In 2010 and 2009, other expense, net, includes losses on the early extinguishment of debt of $17 million and $15 million, respectively (Note 9) and in 2010, $8 million of fees associated with short-term financing commitments for the pending Dionex acquisition.

Provision for Income Taxes

The company’s effective tax rates were 11.3% and 8.2% in 2010 and 2009, respectively. The increase in the effective tax rate was primarily due to increased earnings in higher tax jurisdictions. The tax provision in 2010 was favorably affected by $17.4 million or 1.5 percentage points resulting primarily from the resolution of tax audits and the impact on deferred tax balances of changes in tax rates. The company expects its effective tax rate in 2011 will be between 15.5% and 17.5% based on currently forecasted rates of profitability in the countries in which the company conducts business. The tax provision in 2009 was favorably affected by $5.5 million or 0.6 percentage points resulting from the reversal of a tax reserve established at acquisition and the impact on deferred tax ba lances of changes in tax rates.

Financial Statement Index

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THERMO FISHER SCIENTIFIC INC.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations —

Results of Operations (continued)

In the third quarter of 2010, the U.S. Congress enacted legislation that the company expects will reduce the amount of foreign tax credits available to the company beginning in 2011. While complete detailed regulations have yet to be issued, the company is studying the possible effect of the legislation and has identified tax planning and mitigating actions it will undertake which are expected to offset the adverse impact on the company’s tax provision of a loss of foreign tax credits.

Contingent Liabilities

At the end of 2010, the company was contingently liable with respect to certain legal proceedings and related matters. An unfavorable outcome in one or more of the matters described under “Litigation and Related Contingencies” in Note 10 could materially affect the company’s financial position as well as its results of operations and cash flows.

Discontinued Operations

During 2010, the company recorded additional proceeds related to a business divested in 2003, resulting in an after-tax gain of $2.5 million.

Recent Accounting Pronouncements

In September 2009, the Emerging Issues Task Force issued new rules pertaining to the accounting for revenue arrangements with multiple customer deliverables and for software-enabled products. The new rule pertaining to arrangements under which the company has multiple customer deliverables provides an alternative method for establishing the fair value of a deliverable when vendor specific objective evidence or third-party evidence is not available. The guidance requires the determination of the best estimate of selling price to separate deliverables and allows the allocation of the customer’s consideration using this relative selling price model. The new guidance pertaining to software-enabled products revised the existing software accounting guidance to exclude equipment where the software is more than incidental to the value of the product. Under the new standard, such equipment is accounted for under revenue recognition criteria applicable to tangible products instead of that applicable to software. The company adopted the rules prospectively on January 1, 2010. Adoption did not materially affect the company’s results of operations or financial position.

Effective January 1, 2010, the company adopted new accounting guidance pertaining to the consolidation assessment of variable interest entities. The new guidance requires the company to determine whether its variable interests in third party entities give the company a controlling financial interest in the entities. This amended guidance replaces the previous quantitative approach for identifying when enterprises should consolidate variable interest entities with a qualitative analysis, based on which enterprise has both (1) the power to direct the economic activities of a variable interest entity and (2) the obligation to absorb losses or receive benefits from the entity that could be significant to the variable interest entity. Adoption of this standard did not have an impact on the co mpany’s results of operations or financial position.

Financial Statement Index

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THERMO FISHER SCIENTIFIC INC.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations —

Results of Operations (continued)

2009 Compared With 2008

Continuing Operations

							Total			Currency			Acquisitions/
(In millions)	2009			2008			Change			Translation			Divestitures			Operations

Revenues
Analytical Technologies	$	4,153.9		$	4,468.6		$	(314.7	)	$	(92.2	)	$	43.8		$	(266.3	)
Laboratory Products and Services		6,426.6			6,455.2			(28.6	)		(127.5	)		121.4			(22.5	)
Eliminations		(470.8	)		(425.8	)		(45.0	)		8.6			(0.5	)		(53.1	)

Consolidated Revenues	$	10,109.7		$	10,498.0		$	(388.3	)	$	(211.1	)	$	164.7		$	(341.9	)

Sales in 2009 were $10.11 billion, a decrease of $388 million from 2008. The unfavorable effects of currency translation resulted in a decrease in revenues of $211 million in 2009. Sales increased $165 million due to acquisitions, net of divestitures. Aside from the effects of currency translation and acquisitions, net of divestitures, revenues decreased $342 million (3%) primarily a result of decreased demand which the company believes was due to economic uncertainty offset in part by price increases, as described by segment below. Sales of equipment and, to a lesser extent, services were particularly affected as the company believes customers reduced purchases due to the global market downturn. Sales of consumables grew modestly, however, and were not as significantly affected by the ~~severe~~s evere economic conditions. Sales were down in North America and Europe but grew modestly in Asia.

In the latter part of 2009, the dollar weakened against other major currencies in which the company sells products and services. Weakening of the dollar had a favorable effect on revenues of the company of approximately 3% in the fourth quarter of 2009 compared with the fourth quarter of 2008.

In 2009, operating income and operating income margin were $1.05 billion and 10.4%, respectively, compared with $1.23 billion and 11.7%, respectively, in 2008. The decrease in operating income was due to lower profitability at existing businesses resulting from decreased revenues offset in part by price increases and productivity improvements including lower operating costs following restructuring actions and global sourcing initiatives. In addition, restructuring and other costs increased $32 million in 2009 due primarily to a pension plan curtailment gain in the 2008 period and, to a lesser extent, increased cost reduction measures in 2009 due to the economic downturn.

In 2009, the company recorded restructuring and other costs, net, of $69 million, including $7 million of charges to cost of revenues related to the sale of inventories revalued at the date of acquisition and accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations and $2 million of charges to selling, general and administrative expenses for transaction costs related to the acquisitions of Biolab and B.R.A.H.M.S. ~~on April 30, and October 1, 2009, respectively,~~ offset in part by a gain primarily for settlement of certain pre-merger Fisher product liability-related matters. The company incurred $62 million of cash costs, primarily for actions in response to the downturn in the economy and reduced revenues, including severance to reduce headcount at several businesses and abandoned facility expenses at businesses that have been or are being consolidated. The company also incurred a $2 million loss on an abandoned facility held for sale that was sold in July 2009 and a $3 million charge

~~Financial Statement Index~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations (continued)~~

for pension termination benefits, offset by a $7 million gain on the settlement of a litigation-related matter assumed as part of the merger with Fisher in 2006 (Note 14). In 2008, the company recorded restructuring and other costs, net, of $37 million, including $2 million of charges to cost of revenues related to the sale of inventories revalued at the date of acquisition and accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations. The company incurred $38 million of cash costs primarily for severance to reduce headcount at several businesses in response to economic uncertainty and a decline in financial markets and for abandoned facility expenses at businesses that have been or are being consolidated. The company also recorded a $7 million charge for the impairment of ~~acquisition-related~~acquisitio n-related intangible assets associated with a small business unit acquired as part of Fisher, a $5 million loss from a litigation-related matter assumed as part of the merger with Fisher, a $3 million net loss on the sale of businesses and a $3 million charge for in-process research and development at an acquired business. These charges were offset by a $19 million gain on the curtailment of part of a pension plan in the U.S.

As of February 26, 2010, the company has identified restructuring actions that will result in additional charges of approximately $38 million in 2010 and expects to identify additional actions during 2010. The restructuring actions initiated in 2009 resulted in annual cost savings of approximately $107 million, including $59 million for actions taken through the end of 2009 and $48 million for actions that have been approved and will be completed in 2010. Of the $107 million of total savings, $63 million is in the Analytical Technologies segment and $44 million is in the Laboratory Products and Services segment. The restructuring actions initiated in 2008 resulted in annual cost savings beginning in the second half of 2008 and early 2009 of approximately $34 million, including $26 million in the Analytical Technologies segment and $8 million in the Laboratory Products and Services segment.

The company's revenues and profitability decreased in 2009 compared to 2008 although results progressively improved during 2009. The company believes the decreases were primarily due to the global economic downturn. There can be no assurance that indicators of economic recovery will continue into 2010 and that a prolonged downturn will not affect the company's projections of profitability for 2010 and future years. If actual results decrease materially from projected results, impairment of goodwill and acquisition-related intangible assets could occur. These assets totaled $8.98 billion and $6.34 billion, respectively, at December 31, 2009.

~~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 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 these measures 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.

Financial Statement Index

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THERMO FISHER SCIENTIFIC INC.

~~Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations –~~

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations —

Results of Operations (continued)

(Dollars in millions) 2009 2008 Change

Revenues
Analytical Technologies $ 4,153.9 $ 4,468.6 (7)%
Laboratory Products and Services 6,426.6 6,455.2 0%
Eliminations (470.8 ) (425.8 ) 11%

Consolidated Revenues $ 10,109.7 $ 10,498.0 (4)%

Segment Income
Analytical Technologies $ 837.3 $ 955.3 (12)%
Laboratory Products and Services 877.6 913.8 (4)%

Subtotal Reportable Segments 1,714.9 1,869.1 (8)%

Cost of Revenues Charges (6.7 ) (1.5 )
Selling, General and Administrative Charges, Net (1.5 ) —
Restructuring and Other Costs, Net (60.8 ) (35.4 )
Amortization of Acquisition-related Intangible Assets (597.0 ) (602.8 )

Consolidated Operating Income $ 1,048.9 $ 1,229.4 (15)%
Segment Results

(Dollars in millions)	2009			2008			Change

Revenues
Analytical Technologies	$	4,153.9		$	4,468.6		(7)%
Laboratory Products and Services		6,426.6			6,455.2		(0)%
Eliminations		(470.8	)		(425.8	)	11%

Consolidated Revenues	$	10,109.7		$	10,498.0		(4)%

Segment Income
Analytical Technologies	$	837.3		$	955.3		(12)%
Laboratory Products and Services		877.6			913.8		(4)%

Subtotal Reportable Segments		1,714.9			1,869.1		(8)%

Cost of Revenues Charges		(6.7	)		(1.5	)
Selling, General and Administrative Costs, Net		(1.5	)		—
Restructuring and Other Costs, Net		(60.8	)		(35.4	)
Amortization of Acquisition-related Intangible Assets		(597.0	)		(602.8	)

Consolidated Operating Income	$	1,048.9		$	1,229.4		(15)%

Reportable Segments Operating Income Margin		17.0%			17.8%

Consolidated Operating Income Margin		10.4%			11.7%

Income from the company’s reportable segments decreased 8% to $1.71 billion in 2009 due primarily to lower profitability at existing businesses, resulting from decreased revenues offset in part by price increases and productivity improvements including global sourcing and lower operating costs following restructuring actions. ~~The company also refers to this measure as adjusted operating income.~~

Analytical Technologies

(Dollars in millions)	2009		2008		Change

Revenues	$	4,153.9	$	4,468.6		(7)%

Operating Income Margin		20.2%		21.4%		(1.2)

Financial Statement Index

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THERMO FISHER SCIENTIFIC INC.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations —

Results of Operations (continued)

Sales in the Analytical Technologies segment decreased $315 million to $4.15 billion in 2009. The unfavorable effects of currency translation resulted in a decrease in revenue of $92 million in 2009. Sales increased $44 million due to acquisitions, net of divestitures. In addition to the changes in revenue resulting from currency translation and acquisitions, net of divestitures, revenues decreased $267 million (6%) primarily due to lower demand offset in part by increased prices. Demand in industrial markets for environmental and process control instruments was particularly weak, which the company believes was due to the global economic downturn. The decrease in sales of these products was offset in part by higher demand for bioscience offerings and diagnostic products, including flu ~~tests.~~te sts.

Operating income margin was 20.2% in 2009 and 21.4% in 2008. The decrease resulted from lower profitability from decreased revenues, offset in part by price increases and productivity improvements, including lower operating costs following restructuring actions and global sourcing initiatives.

~~Financial Statement Index~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations (continued)~~

Laboratory Products and Services

(Dollars in millions)	2009		2008		Change

Revenues	$	6,426.6	$	6,455.2		0%

Operating Income Margin		13.7%		14.2%		(0.5)

Sales in the Laboratory Products and Services segment decreased $29 million to $6.43 billion in 2009. The unfavorable effects of currency translation resulted in a decrease in revenues of $128 million in 2009. Sales increased $121 million due to acquisitions, net of divestitures. In addition to the changes in revenue resulting from currency translation and acquisitions, net of divestitures, revenues decreased $22 million primarily due to a decrease in sales of products purchased from a supplier discussed below, offset in part by increased prices. Demand for laboratory equipment was weak as the company believes customers reduced purchases due to the global economic downturn, however, this was more than offset by higher demand for products purchased through the company’s research ~~market~~mar ket and healthcare market channels.

In July 2008, the company and a significant supplier of its healthcare market channel extended an existing agreement for two years through 2010. Under the revised agreement, the company’s revenues from the sale of products purchased from the supplier decreased $61 million in 2009 to $205 million. In November 2009, the supplier notified the company that it intended to cease the current arrangement. The company believes this was in part a response to the company’s strategic decision to expand its product offerings to provide its customers with a broader menu of diagnostic solutions. As a result of the supplier terminating this agreement, the company expects sales of related products to be approximately $75 million in 2010 and none thereafter. The company has signed an agreement with an alternative supplier of laboratory products and expects to sell approximately $40 million of these and other products from the new supplier in 2010, offsetting a portion of the anticipated drop in revenue.

Operating income margin decreased to 13.7% in 2009 from 14.2% in 2008, primarily due to lower profitability from decreased revenues, offset in part by price increases and productivity improvements, including lower operating costs following restructuring actions and global sourcing initiatives.

Other Expense, Net

The company reported other expense, net, of $122 million and $101 million in 2009 and 2008, respectively (Note 4). Interest income decreased to $16 million in 2009 from $52 million in 2008 primarily due to lower interest rates on invested cash balances. Interest expense decreased to $118 million from $152 million in 2008 primarily as a result of a reduction in average debt and lower interest rates on variable rate debt. In 2009, other expense, net, includes a $15 million loss on the early extinguishment of debt (Note 9).

Provision for Income Taxes

The company’s effective tax rates were 8.2% and 13.5% in 2009 and 2008, respectively. The decrease in the effective tax rate was primarily due to reduced earnings in higher tax jurisdictions. The tax provision in 2009 was favorably affected by $5.5 million or 0.6 percentage points resulting from the reversal of a tax reserve established at acquisition and the impact on deferred tax balances of ~~newly enacted~~changes in tax rates. The company expects its effective tax rate in 2010 will be between 17% and 19% based on currently forecasted rates of profitability in the countries in which the company conducts business. The tax provision in 2008 was favorably affected by $28 million or 2.5 percentage ~~points resulting from the impact on deferred tax balances of a change in the apportionment of state rates and newly enacted reductions in tax rates in Switzerland.~~

~~Financial Statement Index~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations (continued)~~

~~Contingent Liabilities~~

At the end of 2009, the company was contingently liable with respect to certain legal proceedings and related matters. An unfavorable outcome in one or more of the matters described under “Litigation and Related Contingencies” in Note 10 could materially affect the company’s financial position as well as its results of operations and cash flows.

~~Recent Accounting Pronouncements~~

In September 2006, the FASB issued a pronouncement concerning fair value measurement accounting. This guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The rule applies to other accounting pronouncements that require or permit fair value measurements but does not require any new fair value measurements. The pronouncement was effective for the company’s monetary assets and liabilities in the first quarter of 2008 and for non-financial assets and liabilities beginning January 1, 2009. There was no material effect from adoption.

In December 2007, the FASB revised the accounting rules concerning business combinations. This revised guidance does the following: requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose certain information to enable users to understand the nature and financial effect of the business combination. The rules require that cash outflows such as transaction costs and post-acquisition restructuring be charged to expense instead of capitalized as a cost of the acquisition. Contingent purchase price is recorded at its initial fair value and then re-measured periodically through adjustments to net income. The revised guidance was effective for the company, on a prospective basis, beginning January 1, 2009. There was no impact upon adoption; however, the rule changes may materially affect the accounting for any future business combinations.

In December 2007, the FASB issued new rules on noncontrolling interests in consolidated financial statements. The noncontrolling interest guidance changed the accounting for minority interests, which are reclassified as noncontrolling interests and classified as a component of equity. This guidance was effective for the company beginning January 1, 2009, and there was no effect from adoption.

In March 2008, the FASB issued a pronouncement pertaining to disclosures about derivative instruments and hedging activities. This guidance requires disclosures of how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. The rule was effective for the company beginning January 1, 2009, and there was no material effect from adoption.

In May 2008, the FASB issued new rules on the accounting for convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement of such debt instruments. The rules require the issuers of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components in a manner that reflects the issuer's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. The new guidance was effective for the company beginning January 1, 2009. The rules required adjustment of prior periods to conform to current accounting. The company’s cash payments for interest have not been affected, but adoption increased the company’s reported interest expense for all periods presented in a manner that reflects interest rates of similar non-convertible debt. Interest expense in 2008 and 2007, as adjusted for adoption of this rule, increased $22 million and $21 million, respectively, over the previously reported amounts.

~~Financial Statement Index~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations (continued)~~

In June 2008, the FASB issued guidance on determining whether instruments granted in share-based payment transactions are participating securities. This guidance clarifies that share-based payment awards that entitle their holders to receive nonforfeitable dividends before vesting should be considered participating securities. The guidance was effective for the company beginning January 1, 2009. The rule required adjustment of prior periods to conform to current accounting. Adoption had a nominal effect on the numerator and, for diluted presentation, the denominator in the calculation of earnings per share for all periods presented.

In December 2008, the FASB issued guidance which requires additional disclosures about an employer’s plan assets of defined benefit pension or other postretirement plans. This rule expands current disclosures of defined benefit pension and postretirement plan assets to include information regarding the fair value measurements of plan assets. The guidance was effective for the company beginning in January 2009 and the additional disclosures have been made.

In April 2009, the FASB issued guidance on the recognition and presentation of other-than-temporary impairments. This guidance amends the prior other-than-temporary impairment guidance for certain debt securities and will require the investor to assess the likelihood of selling the debt security prior to recovery of its cost basis. If an investor is able to meet the criteria to assert that it does not intend to sell the debt security and more likely than not will not be required to sell the debt security before its anticipated recovery, impairment charges related to credit losses would be recognized in earnings whereas impairment charges related to non-credit losses would be reflected in other comprehensive income. The company elected early adoption of this rule in the first quarter of 2009. Adoption did not materially affect the company’s financial statements.

In April 2009, the FASB issued guidance on providing interim disclosures about fair value of financial instruments. This new guidance requires the fair value disclosures that were previously disclosed only annually to be disclosed now on an interim basis. This guidance was effective for the company in the second quarter of 2009, and the additional disclosures have been made.

In May 2009, the FASB issued a pronouncement on subsequent event accounting that establishes the period after the balance sheet date during which management shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements; and the disclosures that an entity shall make about events or transactions that occurred after the balance sheet date. The pronouncement was effective for the company’s second quarter 2009, and there was no effect from adoption.

In June 2009, the FASB issued guidance on the FASB Accounting Standards Codification and the hierarchy of generally accepted accounting principles. The FASB Accounting Standards Codification, or the Codification, is the single source of authoritative nongovernmental generally accepted accounting principles in the U.S. (GAAP). The Codification was effective for interim and annual periods ending after September 15, 2009. The adoption of the Codification had no impact on the company’s financial position or results of operations.

~~Financial Statement Index~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations (continued)~~

selling price model. The new guidance pertaining to software-enabled products revised the existing software accounting guidance to exclude equipment where the software is more than incidental to the value of the product. Upon adoption of the new standard, such equipment will be accounted for under revenue recognition criteria applicable to equipment instead of that applicable to software. Both of these new rules can be prospectively applied beginning January 1, 2011 or can be early or retrospectively adopted. The company expects to adopt both of these new rules effective January 1, 2010. Adoption of these new standards is not expected to materially affect the company’s financial statements.

~~Discontinued Operations~~

During 2008, the company recorded additional proceeds and the reversal of a reserve on a note receivable related to a business divested in 2003, resulting in an after-tax gain of $6 million. The note was collected in July 2008.

~~2008 Compared With 2007~~

~~Continuing Operations~~

Sales in 2008 were $10.50 billion, an increase of $752 million from 2007. The favorable effects of currency translation resulted in an increase in revenues of $113 million in 2008. Sales increased $186 million due to acquisitions, net of divestitures. Aside from the effect of currency translation and acquisitions, net of divestitures, revenues increased $453 million primarily due to increased demand and, to a lesser extent, price increases, as described by segment below. Growth was very strong in Asia, moderate in North America and modest in Europe although in the fourth quarter of 2008, growth slowed in Asia and improved in Europe.

In the latter part of 2008, the U.S. dollar strengthened against other major currencies in which the company sells product and services. Strengthening of the dollar had a negative effect on the amount of revenues the company reported in U.S. dollars of approximately 4% in the fourth quarter of 2008.

In 2008, operating income and operating income margin were $1.23 billion and 11.7%, respectively, compared with $974 million and 10.0%, respectively, in 2007. The increase in operating income was due to higher profitability at existing businesses resulting from incremental revenues including price increases, merger integration savings and productivity improvements including global sourcing and lower operating costs following restructuring actions. The increase also resulted from $48 million of lower cost of revenues charges, primarily merger-related, and from $7 million of lower restructuring and other costs in 2008, principally due to a curtailment gain in 2008 associated with a pension plan in the U.S. These increases were offset in part by a $32 million increase in amortization expense as a result of acquisition-related intangible assets from 2007 and 2008 acquisitions.

Restructuring and other costs were recorded during 2008 and 2007. In 2008, the company recorded restructuring and other costs, net, of $37 million, including $2 million of charges to cost of revenues related to the sale of inventories revalued at the date of acquisition and accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations. The company incurred $38 million of cash costs primarily for severance to reduce headcount at several businesses in response to economic uncertainty and a decline in financial markets and for abandoned facility expenses at businesses that have been or are being consolidated. The company also recorded a $7 million charge for the impairment of acquisition-related intangible assets associated with a small business unit acquired as part of Fisher, a $5 million loss from a litigation-related matter assumed as part of the merger with Fisher, a $3 million net loss on the sale of businesses and a $3 million charge for in-process research and development at an acquired business. These charges were offset by a $19 million gain on the curtailment of part of a pension plan in the U.S. In 2007, the company recorded restructuring and other costs, net, of $91 million,

~~Financial Statement Index~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations (continued)~~

including $49 million of charges to cost of revenues, substantially all related to the sale of inventories revalued at the date of acquisition (principally Fisher). The company incurred $40 million of cash costs, primarily for severance, abandoned facilities and relocation expenses at businesses that have been consolidated. The company also recorded $2 million of loss on sale of a small business unit. The restructuring actions initiated in 2007 resulted in annual cost savings of approximately $11 million, primarily in the Analytical Technologies segment.

~~Segment Results~~

(Dollars in millions) 2008 2007 Change

Revenues
Analytical Technologies $ 4,468.6 $ 4,179.1 7%
Laboratory Products and Services 6,455.2 5,913.1 9%
Eliminations (425.8 ) (345.8 ) 23%

Consolidated Revenues $ 10,498.0 $ 9,746.4 8%

Segment Income
Analytical Technologies $ 955.3 $ 823.6 16%
Laboratory Products and Services 913.8 813.3 12%

Subtotal Reportable Segments 1,869.1 1,636.9 14%

Cost of Revenues Charges (1.5 ) (49.2 )
Restructuring and Other Costs, Net (35.4 ) (42.2 )
Amortization of Acquisition-related Intangible Assets (602.8 ) (571.1 )

Consolidated Operating Income $ 1,229.4 $ 974.4 26%

Income from the company’s reportable segments increased 14% to $1.87 billion in 2008 due primarily to higher profitability at existing businesses, resulting from incremental revenues including price increases and productivity improvements including global sourcing and lower operating costs following restructuring actions. This improvement was offset in part by higher commodity prices.

~~Analytical Technologies~~

(Dollars in millions) 2008 2007 Change

Revenues $ 4,468.6 $ 4,179.1 7%

Operating Income Margin 21.4% 19.7% 1.7

Sales in the Analytical Technologies segment increased $290 million to $4.47 billion in 2008. The favorable effects of currency translation resulted in an increase of $74 million in 2008. Sales increased $42 million due to acquisitions, net of divestitures. In addition to the changes in revenue resulting from currency translation and acquisitions, net of divestitures, revenues increased $174 million primarily due to higher demand and, to a lesser extent, increased prices. The higher demand was due, in part, to the introduction of new products. Growth was particularly strong in sales of scientific instruments and specialty diagnostics. Sales growth slowed in the latter part of 2008 due to lower fourth quarter sales of environmental monitoring equipment and process instruments which were unfavorably affected by a downturn in industrial markets.

~~Financial Statement Index~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations (continued)~~

Operating income margin was 21.4% in 2008 and 19.7% in 2007. The increase resulted from profit on incremental revenues and, to a lesser extent, price increases and productivity improvements, including global sourcing and lower operating costs following restructuring actions.

~~Laboratory Products and Services~~

(Dollars in millions) 2008 2007 Change

Revenues $ 6,455.2 $ 5,913.1 9%

Operating Income Margin 14.2% 13.8% 0.4

Sales in the Laboratory Products and Services segment increased $542 million to $6.46 billion in 2008. The favorable effects of currency translation resulted in an increase of $39 million in 2008. Sales increased $163 million due to acquisitions, net of divestitures. In addition to the changes in revenue resulting from currency translation and acquisitions, net of divestitures, revenues increased $340 million primarily due to higher demand and, to a lesser extent, increased prices. Sales made through the segment’s research market and healthcare market channels and revenues from the company’s biopharma services were particularly strong. These increases in revenue were offset in part by lower sales in early 2008 made through the segment’s safety market channel. The safety market channel sales are in part dependent on expenditures for homeland security that vary based on government spending priorities.

Operating income margin increased to 14.2% in 2008 from 13.8% in 2007, primarily due to profit on incremental revenue and, to a lesser extent, price increases and productivity improvements, including global sourcing and lower operating costs following restructuring actions, offset in part by the impact of inflation on commodities such as raw resin, steel and plastics as well as higher fuel and freight costs.

~~Other Expense, Net~~

The company reported other expense, net, of $101 million and $114 million in 2008 and 2007, respectively. Other expense, net, includes interest income, interest expense, gain on investments, net, equity in earnings of unconsolidated subsidiaries and other items, net. The decrease was primarily due to $9 million of lower interest expense as a result of reduced market rates on variable rate debt and redemption of $129 million of long-term debt due in October 2008.

~~Provision for Income Taxes~~

~~The company’s effective tax rate was 13.5% and 10.9% in 2008 and 2007, respectively.~~ The tax provision in 2008 was favorably affected by $28 million or 2.5 percentage points resulting from the impact on deferred tax balances of ~~a change in the apportionment of state tax rates and newly enacted reductions~~changes in tax rates in Switzerland. Aside from the impact of these items, the tax rate was unfavorably affected by an increase in income in higher tax jurisdictions. The tax provision in 2007 was favorably affected by $32 million or 3.7 percentage points resulting from enacted reductions in tax rates in the United Kingdom, Denmark, Canada and Germany on the company’s deferred tax balances.rates.

Financial Statement Index

Table of Contents

THERMO FISHER SCIENTIFIC INC.

~~Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations –~~

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations —

Results of Operations (continued)

Discontinued Operations

In 2007, the company recorded a non-cash impairment charge of $29 million on a business held for sale and subsequently sold. The loss primarily represented the carrying value of the business in excess of the estimated disposal value. Aside from the impairment loss, the company had after-tax gains of $10 million in 2007 from discontinued operations, primarily from the receipt of additional proceeds from the sale of a business in 2000 and a revision to the company’s estimate of loss from litigation related to a divested business.

Liquidity and Capital Resources

Consolidated working capital was $2.43 billion at December 31, 2010, compared with $2.89 billion at December 31, ~~2009, compared with $2.81 billion at December 31, 2008. The increase was primarily due to an increase in cash.~~2009. Included in working capital were cash, cash equivalents and short-term investments of $0.93 billion at December 31, 2010 and $1.57 billion at December 31, 2009. The decreases resulted primarily from cash used for repurchases of company common stock and acquisitions, as discussed below.

2010

Cash provided by operating activities was $1.50 billion during 2010. Increases in accounts receivable and inventories used cash of $90 million and $28 million, respectively, primarily to support growth in sales. Increases in other assets used cash of $81 million primarily due to the timing of value added tax (VAT) refunds and prepaid expenses. Cash payments for income taxes totaled $370 million in 2010, compared with $330 million in 2009 due to an increase in taxable income. Payments for restructuring actions, principally severance costs and ~~$1.29~~lease and other expenses of real estate consolidation, used cash of $48 million during 2010.

During 2010, the company’s primary investing activities included acquisitions and the purchase of property, plant and equipment. The company expended $606 million for acquisitions and $266 million for purchases of property, plant and equipment. In December 2010, the company entered an agreement to acquire Dionex Corporation for $2.1 billion in cash. Completion of the acquisition is subject to a majority of the outstanding shares of Dionex having been tendered and certain regulatory approvals. In February 2011, the company entered separate agreements to sell both its Athena Diagnostics and Lancaster Laboratories businesses for aggregate consideration of $940 million in cash. The transactions are subject to regulatory approvals and other closing conditions.

The company’s financing activities used $1.30 billion of cash during 2010, principally for the extinguishment of debt and repurchase of $1.01 billion of the company’s common stock, offset in part by the net proceeds from the issuance of long-term debt of $741 million. The company used the net proceeds from the issuance of debt and existing cash balances to convert all of the $326 million principal outstanding on its Floating Rate Convertible Debentures due 2033 for a total cash outlay of $573 million and to redeem all of its $500 million principal outstanding 6 1/8% Senior Subordinated Notes at a redemption price of $1,030.63 per $1,000 principal amount for a total cash outlay of $515 million (Note 9). The company’s financing activities also included $77 million of proc eeds of employee stock option exercises. On April 19, 2010, the Board of Directors authorized the repurchase of up to $750 million of the company’s common stock through April 19, 2011. On September 8, 2010, the Board of Directors authorized the repurchase of up to an additional $750 million of the company’s common stock through September 8, 2011. At December 31, 2010, $487.5 million was available for future repurchases of the company’s common stock under these authorizations. On February 23, 2011, the Board of Directors authorized the repurchase of up to an additional $750 million of the company's common stock through February 22, 2012.

The company has no material commitments for purchases of property, plant and equipment and expects that for all of 2011, such expenditures will approximate $285 to $310 million.

As of December 31, 2010, the company’s outstanding debt totaled $2.14 billion, of which approximately $0.33 billion is convertible debt, at a conversion price of $40.20 per share. Upon an investor’s election to convert, the company is required to pay the principal portion of these debentures in cash, and the balance of the conversion value in either cash or stock, at the company's election. For any holders electing to convert in the next 12 months or electing to put the debt to the company at the first date on which this is permitted (March 2011), the company intends to draw on its revolving credit facility to fund any principal payments in excess of $100 million which has been classified as a current liability in the accompanying balance sheet. The facility is an unsecured r evolving credit agreement expiring in 2012 with available capacity of $952 million at December 31, ~~2008.~~2010.

Financial Statement Index

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THERMO FISHER SCIENTIFIC INC.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations —

Liquidity and Capital Resources (continued)

In December 2010, the company obtained short-term financing commitments from two investment banking firms to fund $1.5 billion of the purchase price of Dionex. However, in February 2011, the company issued $2.2 billion of senior notes with maturities of 3 – 10 years, primarily to fund the purchase of Dionex, and subsequently terminated the short-term financing commitment. If the company does not consummate the Dionex acquisition by September 30, 2011, the company will be required to redeem these notes in whole at a redemption price of 101% of the aggregate principal, plus accrued and unpaid interest.

The company believes that its existing cash and short-term investments of $926 million as of December 31, 2010, and the company’s future cash flow from operations together with available borrowing capacity under its revolving credit agreement, are sufficient to meet the cash requirements of its existing businesses for the foreseeable future, including at least the next 24 months.

2009

Cash provided by operating activities was $1.66 billion during 2009. Decreases in accounts receivable and inventory provided cash of $127 million and $108 million, respectively. A decrease in accounts payable used cash of $45 million. The decrease in accounts receivable resulted primarily from improved collections and the decrease in inventories resulted primarily from increased fourth quarter shipments in 2009 over the fourth quarter of 2008. The decrease in accounts payable was primarily due to the timing of payments. Payments for restructuring actions, principally severance costs and lease and other expenses of real estate consolidation, used cash of $51 million during 2009. Cash payments for income taxes totaled $330 million and $292 million in 2009 and 2008, respectively.

During 2009, the company’s primary investing activities included acquisitions and the purchase of property, plant and equipment. The company expended $637 million for acquisitions and $208 million for purchases of property, plant and equipment. In January and February 2010, the company entered agreements to acquire three businesses for aggregate cash consideration of approximately $225 million and future contingent consideration of up to an additional $30 million.

The company’s financing activities used $558 million of cash during 2009, principally for the extinguishment of debt and the repurchase of $415 million of the company’s common stock, offset in part by net proceeds from the issuance of long-term debt of $748 million. In December 2009, the company redeemed all of the $300 million principal outstanding on its 6.75% Senior Subordinated Notes due 2014 at a redemption price of 103.375% for a total cash outlay of $317 million including accrued interest. Also in December 2009, the company repurchased in a tender offer $282 million aggregate principal amount of its 2.50% convertible Senior Notes due 2023 at $2,072.4743 per $1,000 principal amount for a total cash outlay of $587 million including accrued and unpaid interest (Note 9). ~~The~~T he company’s financing activities also included $54 million of proceeds of employee stock option exercises. On September 11, 2008, the Board of Directors authorized the repurchase of up to $500 million of the company’s common stock through September 10, 2009. At December 31, 2009, no remaining authorization existed for repurchases of the company’s common stock.

~~The company has no material commitments for purchases of property, plant and equipment and expects that for all of 2010, such expenditures will approximate $275 to $300 million.~~

~~Financial Statement Index~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources (continued)~~

As of December 31, 2009, the company’s outstanding debt totaled $2.18 billion, of which approximately $0.66 billion is convertible debt, at conversion prices ranging from $23.73 to $40.20 per share. As of December 31, 2009, $340 million of the convertible debt was currently convertible. During 2009 and early 2010, holders of debentures totaling $68 million in par value exercised conversion rights. Upon an investor’s election to convert, the company is required to pay the original principal portion of these debentures in cash, and the balance of the conversion value in either cash or stock, at the company's election. For any holders electing to convert in 2010, the company intends to draw on its revolving credit facility to fund any principal payments in excess of $113 million which has been classified as a current liability in the accompanying balance sheet. The facility is an unsecured revolving credit agreement expiring in 2012 with available capacity of $946 million at December 31, 2009.

The company believes that its existing cash and short-term investments of $1.57 billion as of December 31, 2009, and the company’s future cash flow from operations together with available borrowing capacity under its revolving credit agreement, are sufficient to meet the cash requirements of its existing businesses for the foreseeable future, including at least the next 24 months.

2008

Cash provided by operating activities was $1.42 billion during 2008. A decrease in accounts payable used $124 million of cash due to the timing of payments at year-end. Increases in accounts receivable and inventories used cash of $51 million and $50 million, respectively, representing working capital increases associated with the growth in revenues. Cash payments for income taxes, net of refunds, totaled $292 million in 2008 compared with $125 million in 2007, primarily as a result of no longer having tax loss carryforwards in the U.S. Payments for restructuring actions, principally severance costs and lease and other expenses of real estate consolidation, used cash of $36 million during 2008.

Financial Statement Index

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THERMO FISHER SCIENTIFIC INC.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations —

Liquidity and Capital Resources (continued)

During 2008, the company’s primary investing activities included acquisitions and the purchase of property, plant and equipment. The company expended $201 million for acquisitions and $264 million for purchases of property, plant and equipment.

The company’s financing activities used $228 million of cash during 2008, principally for the repurchase of $187 million of the company’s common stock and repayment of $151 million of debt, offset in part by proceeds of stock option exercises. The company had proceeds of $85 million from the exercise of employee stock options and $25 million of tax benefits from the exercise of stock options.

~~2007~~

Cash provided by operating activities was $1.48 billion during 2007. Cash payments for income taxes, net of refunds, totaled $125 million in 2007. The company did not make significant U.S. estimated tax payments in 2007, primarily due to tax deductions for merger-related stock-based compensation and net operating loss carryforwards. The company made $78 million of merger related payments in 2007, which reduced operating cash. Payments for restructuring actions of the company’s continuing operations, principally severance, lease costs and other expenses of real estate consolidation, used cash of $40 million during 2007.

During 2007, the primary investing activities of the company’s continuing operations were acquisitions and the purchase of property, plant and equipment. The company expended $497 million on acquisitions and $176 million for purchases of property, plant and equipment. The company collected a note receivable from Newport Corporation totaling $48 million and had proceeds from the sale of property, plant and equipment of $19 million, principally real ~~estate. The company’s discontinued operations provided cash of $31 million from investing activities, principally the sale of Genevac Limited.~~

~~Financial Statement Index~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources (continued)~~

The company’s financing activities used $929 million of cash during 2007, principally for the repayment of $464 million of short-term debt and the repurchase of $898 million of the company’s common stock, offset in part by proceeds of stock option exercises. The company had proceeds of $345 million from the exercise of employee stock options and $97 million of tax benefits from the exercise of stock options.

Off-Balance Sheet Arrangements

The company did not use special purpose entities or other off-balance-sheet financing arrangements in ~~2007~~2008 - ~~2009~~2010 except for letters of credit, bank guarantees, surety bonds and other guarantees disclosed in the table below. Of the amounts disclosed in the table below for letters of credit, bank guarantees, surety bonds and other guarantees, ~~$3.5~~$3.9 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.

Financial Statement Index

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THERMO FISHER SCIENTIFIC INC.

Item 7.

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, ~~2009.~~2010.

	Payments due by Period or Expiration of Commitment										Payments due by Period or Expiration of Commitment
(In millions)	2010		2011 and 2012		2013 and 2014		2015 and Thereafter		Total		2011		2012 and 2013		2014 and 2015		2016 and Thereafter		Total

Contractual Obligations and Other Commercial Commitments
Debt principal, including short-term debt (a)	$	117.0	$	354.4	$	411.7	$	1,317.8	$	2,200.9	$	104.9	$	355.9	$	1,110.4	$	530.9	$	2,102.1
Interest (b)		62.2		122.3		116.5		119.1		420.1		48.6		94.5		77.1		148.4		368.6
Capital lease obligations		0.9		0.9		0.1		—		1.9		0.8		0.6		0.1		—		1.5
Operating lease obligations		99.8		138.4		68.2		67.5		373.9		103.9		144.1		80.9		68.6		397.5
Unconditional purchase obligations (c)		155.7		13.7		2.8		—		172.2		197.9		13.1		—		—		211.0
Letters of credit and bank guarantees		76.9		11.6		0.4		11.8		100.7		68.4		7.7		0.1		20.2		96.4
Surety bonds and other guarantees		38.7		7.2		—		—		45.9		36.5		10.2		—		—		46.7
Pension obligations on balance sheet		23.5		51.3		57.6		95.9		228.3		24.0		53.2		59.7		109.6		246.5
Asset retirement obligations		5.1		3.7		2.7		11.0		22.5		4.0		4.9		2.3		11.4		22.6
Acquisition-related contingent consideration accrued on balance sheet												27.5		1.2		—		—		28.7
Other (d)		7.7		—		—		—		7.7		6.2		—		—		—		6.2

	$	587.5	$	703.5	$	660.0	$	1,623.1	$	3,574.1	$	622.7	$	685.4	$	1,330.6	$	889.1	$	3,527.8

(a)	Amounts represent the expected cash payments for debt and do not include any deferred issuance costs.

(b)	For the purpose of this calculation, amounts assume interest rates on floating rate obligations remain unchanged from levels at December 31, ~~2009,~~2010, throughout the life of the obligation.

(c)

Unconditional purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable at any time without penalty.

(d)	Obligation represents funding commitments pursuant to investments held by the company.

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~~THERMO FISHER SCIENTIFIC INC.~~

~~Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources (continued)~~

Reserves for unrecognized tax benefits of ~~$76.2~~$62 million have not been included in the above table due to the inability to predict the timing of tax audit resolutions.

In December 2010, the company entered into an agreement to acquire Dionex Corporation for $2.1 billion in cash. Completion of the acquisition is subject to a majority of the outstanding shares of Dionex having been tendered and certain regulatory approvals.

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Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations —

Liquidity and Capital Resources (continued)

The company has no material commitments for purchases of property, plant and equipment but expects that for ~~2010,~~2011, such expenditures for its existing business will approximate ~~$275~~$285 to ~~$300~~$310 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 legal fees related to periods prior to the disposition. 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, currency exchange rates, commodity prices and equity prices, 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. Additionally, the company uses short-term forward and option contracts ~~to manage certain exposures to currencies and commodities. The company enters into these derivative contracts~~primarily to hedge ~~firm purchase~~certain operational and ~~sale commitments~~balance sheet exposures resulting from changes in currency exchange rates or commodity prices. Such exposures result from purchases, sales and intercompany loans that are denominated in currencies other than ~~its subsidiaries’ local~~the functional currencies of the respective operations or ~~impacted by~~ commodity price movement. The company engages in limited hedging activities primarily to protect the ~~company’s~~compa ny’s cash flows related to these commitments from fluctuations in currency exchange rates and from volatility in commodity prices. The ~~company’s~~ currency-exchange contracts principally hedge transactions denominated in Euros, ~~Swiss franc, Canadian dollars,~~ British pounds sterling, Chinese yuan, Japanese yen, Australian dollars, Indian rupees, Canadian dollars and ~~Australian dollars.~~Chilean pesos. 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, ~~2009,~~2010, the company’s debt portfolio was comprised of a combination of fixed and floating 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

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~~THERMO FISHER SCIENTIFIC INC.~~

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk (continued)~~

company’s debt at December 31, ~~2009 and December 31, 2008~~2010 was ~~$2.56 billion and $2.15 billion, respectively.~~$2.29 billion. 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, ~~2009~~2010 would increase by approximately ~~$68~~$77 million. ~~In 2008, a 100 basis point decrease in interest rates would have increased the fair value of the company’s debt by approximately $52 million.~~

In addition, interest rate changes would result in a change in the company’s interest expense due to variable-rate debt instruments including swap arrangements. A 100-basis-point increase in ~~90-day LIBOR~~interest rates at December 31, ~~2009 and 2008,~~2010, would increase the company’s annual pre-tax interest expense by approximately ~~$8 million and $3 million, respectively.~~$12 million.

Currency Exchange Rates

The company views its investment in international subsidiaries with a functional currency other than the company’s reporting currency 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 Euros, British pounds sterling, Canadian dollars, ~~Japanese yen, Australian dollars, Chinese yuan~~Swedish kronor, and ~~British pounds sterling.~~Swiss francs. The effect of a change in currency exchange rates on the company’s net investment in international subsidiaries is reflected in the “accumulated other comprehensive items” component of shareholders’ equity. A 10% depreciation in year-end ~~2009 and 2008~~2010 functional currencies, relative to the U.S. dollar, would result in a reduction of shareholders’ equity of ~~$374 million and $306 million, respectively.~~$441 million.

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Item 7A.

Quantitative and Qualitative Disclosures About Market Risk (continued)

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% appreciation in year-end ~~2009 and 2008~~2010 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 ~~$39 million and $24 million, respectively.~~$41 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 ~~2009 and 2008~~2010 non-functional currency exchange rates applied to such cash balances would result in a negative impact of $7$12 million ~~and $8 million, respectively,~~ on the company’s net income.

Equity Prices

The ~~company’s available-for-sale investment portfolio includes equity securities that are sensitive to fluctuations in price. In addition, the~~ company’s convertible obligations are sensitive to fluctuations in the price of the company’s common stock. Changes in equity prices would result in changes in the fair value of the company’s ~~available-for-sale investments and~~ convertible obligations due to the difference between the current market price and the market price at the date of purchase or issuance of the financial instrument. A 10% increase in year-end ~~2009 and 2008~~2010 market equity prices would increase the fair value of the company’s convertible obligations by ~~$87 million and $81 million, respectively.~~$45 million.

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.”

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~~THERMO FISHER SCIENTIFIC INC.~~

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 defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, ~~2009.~~2010. Based on this evaluation, the company’s chief executive officer and chief financial officer concluded that, as of December 31, ~~2009,~~2010, the company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, reported and accumulated and communicated to the company’s management, including its chief ~~executive~~e xecutive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

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Item 9A. Controls and Procedures (continued)

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, ~~2009~~2010 based on criteria established in “Internal Control - Integrated ~~Framework”~~F ramework” 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, ~~2009,~~2010, 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, ~~2009,~~2010, as stated in their report that appears on page F-2 of this Annual Report on Form 10-K.

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, ~~2009,~~2010, that have materially affected or are reasonably likely to materially affect the company’s internal control over financial reporting.

Item 9B. Other Information

Not applicable.

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THERMO FISHER SCIENTIFIC INC.

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 ~~(2010~~(2011 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 ~~2010~~2011 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 ~~2010~~2011 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 ~~2010~~2011 Definitive Proxy Statement and is incorporated in this report by reference.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be contained in our ~~2010~~2011 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 ~~2010~~2011 Definitive Proxy Statement and is incorporated in this report by reference.

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PART IV

~~Item 15.~~

Item 15. Exhibits and Financial Statement Schedules

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

~~(1)~~

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

Report of Independent Registered Public Accounting Firm

Consolidated Statement of Income

Consolidated Balance Sheet

Consolidated Statement of Cash Flows

Consolidated Statement of Comprehensive Income and Shareholders’ Equity

Notes to Consolidated Financial Statements

~~(2)~~

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

(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 ~~57.~~58.

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THERMO FISHER SCIENTIFIC INC.

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, 2010~~24, 2011	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, 2010.~~24, 2011.

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/ ~~Michael A. Bell~~Nelson J. Chai ~~Michael A. Bell~~Nelson J. Chai		Director

By: /s/ Tyler E. Jacks Tyler E. Jacks		~~Director~~

~~By:~~ ~~/s/ Stephen P. Kaufman~~ ~~Stephen P. Kaufman~~		Director

By: /s/ Judy C. Lewent Judy C. Lewent		Director

By: /s/ Thomas J. Lynch Thomas J. Lynch		Director

By: /s/ Peter J. Manning Peter J. Manning		Director

By: /s/ William G. Parrett William G. Parrett		Director

By: /s/ Michael E. Porter Michael E. Porter		Director

By: /s/ Scott M. Sperling Scott M. Sperling		Director

By: /s/ Elaine S. Ullian Elaine S. Ullian		Director

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EXHIBIT INDEX

Exhibit Number		Description of Exhibit

2.1		Agreement and Plan of Merger, ~~by and among Thermo Electron Corporation, Trumpet Merger Corporation and Fisher Scientific International Inc.,~~ dated as of ~~May 7, 2006~~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 ~~May 11, 2006~~December 16, 2010 [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 fiscal 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 May 15, 2008 (filed as Exhibit 3.1 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).

		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).

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).*

10.2		Thermo Fisher Scientific Inc. Directors Stock Option Plan, as amended and restated as of November 9, 2006 (filed as Exhibit 10.21 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).*

10.3		Thermo Fisher Scientific Inc. 2008 Annual Incentive Award Plan (filed as Exhibit 10.2 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).*

10.4		Thermo Fisher Scientific Inc. 2001 Equity Incentive Plan, as amended and restated as of November 9, 2006 (filed as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 [File No. 1-8002] and incorporated in this document by reference).*

10.5		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).*

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~~EXHIBIT INDEX~~

~~Exhibit~~

~~Number~~

~~Description of Exhibit~~

10.6

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).*

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EXHIBIT INDEX

Exhibit

Number

Description of Exhibit


10.7		Amended and Restated Employment Agreement between the Registrant and Marijn Dekkers dated April 7, 2008 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 10, 2008 [File No. 1-8002] and incorporated in this document by reference).*

~~10.8~~		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).*

~~10.9~~10.8		Form of Executive Change in Control Retention Agreement for Officers dated May 15, 2008 (filed as Exhibit 10.1 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).*

~~10.10~~10.9		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).*

~~10.11~~		Stock Option Agreement dated December 12, 2003, by and between the Registrant and Jim Manzi (filed as Exhibit 10.72 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 [File No. 1-8002] and incorporated in this document by reference).*

~~10.12~~10.10		Credit Agreement dated August 29, 2006, among the Registrant, as borrower, Bank of America, N.A., as administrative agent and swing line lender, Bank of America, N.A. and Barclays Bank PLC, as L/C issuers, the several banks and other financial institutions or entities from time to time parties thereto, as lenders, Banc of America Securities LLC and Barclays Capital, as joint lead arrangers and joint book managers, Barclays Bank PLC, as syndication agent, and ABN AMRO Bank, N.V., Deutsche Bank Securities, Inc., and JP Morgan Chase Bank, N.A., as documentation agents (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed September 1, 2006 [File No. 1-8002] and incorporated in this document by reference).

~~10.13~~10.11		Form of Thermo Electron Corporation Stock Option Agreement for use in connection with the grant of stock options under certain of the Registrant’s equity incentive plans to officers and directors of the Registrant (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed March 2, 2005 [File No. 1-8002] and incorporated ~~herein~~in this document by reference).*

~~10.14~~10.12		Form of Thermo Electron Corporation Stock Option Agreement for use in connection with the grant of stock options under the Registrant’s 2005 Stock Incentive Plan to officers and directors ~~(other than Marijn Dekkers)~~ (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed May 23, 2005 [File No. 1-8002] and incorporated in this document by reference).*

~~10.15~~10.13		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 ~~Marijn Dekkers and~~ 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).*

~~10.16~~10.14		Stock Option Agreement dated November 9, 2006 with Marc Casper (filed as Exhibit 10.14 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).*

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~~Exhibit~~

~~Number~~

~~Description of Exhibit~~

~~10.17~~10.15		Form of Thermo Fisher Scientific Inc.’s 2006 Restricted Stock Agreement for use in connection with the grant of restricted stock under the Registrant’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006 to officers of the Registrant (other than ~~Marijn Dekkers and~~ Marc Casper) (filed as Exhibit 10.16 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).*

~~10.18~~10.16		~~Form~~Summary of Thermo Fisher Scientific Inc.’s 2006 Performance Restricted Stock Agreement for use in connection with the grant of performance restricted stock under the Registrant’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006 to the officers of the Registrant Annual Director Compensation (filed as Exhibit ~~10.20~~10.1 to the Registrant’s ~~Current~~Quarterly Report on Form ~~8-K filed November 14, 2006~~10-Q for the quarter ended April 3, 2010 [File No. 1-8002] and incorporated in this document by reference).*

~~10.19~~		Summary of Thermo Fisher Scientific Inc. Annual Director Compensation.*

~~10.20~~10.17		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).*

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Exhibit

Number

Description of Exhibit


~~10.21~~10.18		Fisher Scientific International Inc. 2005 Equity and Incentive Plan, as amended for awards granted on or after November 9, 2006 (filed as Exhibit 10.10 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).*

~~10.22~~10.19		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 fiscal year ended December 31, 2004 [File No. 1-8002] and incorporated in this document by reference).*

~~10.23~~10.20		Summary of ~~2009~~2010 Annual Cash Incentive Plan Matters (set forth in Item 5.02 to the Registrant’s Current Report on Form 8-K filed ~~March 27, 2009~~February 25, 2010 [File No. 1-8002] under the heading “Annual Cash Incentive Plans – Establishment of Criteria for ~~2009~~2010 Bonus” and incorporated herein by reference).*

~~10.24~~		~~Marijn Dekkers Waiver Letter, dated as of May 7, 2006 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 11, 2006 [File No. 1-8002]~~ and incorporated in this document by reference).*

~~10.25~~10.21		Form of Noncompetition Agreement between the Registrant and certain key employees and executive ~~officers.~~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).*

~~10.26~~10.22		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).*

~~10.27~~10.23		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).*

~~10.28~~10.24		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).*

~~10.29~~10.25		Fisher Scientific International Inc. 2001 Equity and Incentive Plan, effective as of May 16, 2001 (filed as Annex I to Fisher Scientific International Inc.’s definitive proxy statement filed April 12, 2001 [File No. 1-10920] and incorporated in this document by reference).*

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~~Exhibit~~

~~Number~~

~~Description of Exhibit~~

~~10.30~~10.26		Form of Fisher Scientific International Inc. Non-Qualified Stock Option Award Agreement (Management Options — Fisher Scientific International Inc. 2001 Equity and Incentive Plan) (filed as Exhibit 10.1 to Fisher Scientific International Inc.’s Quarterly Report on Form 10-Q filed November 9, 2004 [File No. 1-10920] and incorporated in this document by reference).*

~~10.31~~10.27		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).*

~~10.32~~10.28		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).*

~~10.33~~10.29		Apogent Technologies Inc. 2001 Equity Incentive Plan (filed as Exhibit 99.5 to Fisher Scientific International Inc.’s Registration Statement on Form S-8 filed August 13, 2004 [File No. 1-10920] and incorporated in this document by reference).*

~~10.34~~		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 fiscal year ended December 31, 2008 [File No. 1-8002] and incorporated in this document by reference).*

~~10.35~~10.30		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).*

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EXHIBIT INDEX

Exhibit

Number

Description of Exhibit


~~10.36~~10.31		Amendment dated February 27, 2008 to Thermo Fisher Scientific Inc. Directors Stock Option Plan, as amended and restated as of November 9, 2006 (filed as Exhibit 10.78 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).*

~~10.37~~10.32		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).*

~~10.38~~10.33		Amendment dated February 27, 2008 to Fisher Scientific International Inc. 2005 Equity and Incentive Plan, as amended and restated on November 9, 2006 (filed as Exhibit 10.80 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).*

~~10.39~~10.34		Amendment dated February 27, 2008 to Thermo Fisher Scientific Inc. 2001 Equity Incentive Plan, as amended and restated on November 9, 2006 (filed as Exhibit 10.81 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).*

~~10.40~~10.35		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).*

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~~EXHIBIT INDEX~~

~~Exhibit~~

~~Number~~

~~Description of Exhibit~~

~~10.41~~10.36		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).*

~~10.42~~10.37		Stock Option Agreement dated May 15, 2008 between the Registrant and Marc Casper (filed as Exhibit 10.3 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).*

~~10.43~~10.38		Form of Thermo Fisher Scientific Inc.’s March 2008 Performance Restricted Stock Agreement for use in connection with the grant of performance restricted stock under the Registrant’s 2005 Stock Incentive Plan, as amended and restated on November 9, 2006 to officers of the Registrant (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed March 10, 2008 [File No. 1-8002] and incorporated in this document by reference).*

~~10.44~~10.39		Letter Agreement dated April 7, 2008, between the Registrant and Marijn Dekkers (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed April 10, 2008 [File No. 1-8002] and incorporated in this document by reference).*

~~10.45~~		Letter Agreement dated April 7, 2008, between the Registrant and Marijn Dekkers (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed April 10, 2008 [File No. 1-8002] and incorporated in this document by reference).*

~~10.46~~		Form of Executive Change in Control Retention Agreement for Officers (for officers appointed after February 26, 2009) (filed as Exhibit 10.55 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 [File No. 1-8002] and incorporated in this document by reference).*

~~10.47~~10.40		Form of Thermo Fisher Scientific Inc.’s February 2009 Performance Restricted Stock Unit Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 27, 2009 [File No. 1-8002] and incorporated in this document by reference).*

~~10.48~~10.41		Form of Thermo Fisher Scientific Inc.’s February 2009 Restricted Stock Unit Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 27, 2009 [File No. 1-8002] and incorporated in this document by reference).*

~~10.49~~		Letter Agreement dated March 3, 2009, between the Registrant and Stephen Sheehan (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2009 [File No. 1-8002] and incorporated in this document by reference).*

~~10.50~~		Supplemental Retirement Agreement dated July 8, 2009 by and between Thermo Fisher Scientific Inc. and Marijn Dekkers (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 9, 2009 [File No. 1-8002] and incorporated in this document by reference).*

~~10.51~~10.42		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).*

Financial Statement Index

Table of Contents

THERMO FISHER SCIENTIFIC INC.

EXHIBIT INDEX

Exhibit

Number

Description of Exhibit


~~10.52~~10.43		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).*

~~10.53~~10.44		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).*

~~Financial Statement Index~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~EXHIBIT INDEX~~

~~Exhibit~~

~~Number~~

~~Description of Exhibit~~

~~10.54~~10.45		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).*

~~10.55~~10.46		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).*

~~10.56~~10.47		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).*


~~10.57~~10.48		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).*

~~10.58~~10.49		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).*

~~10.59~~10.50		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).*

~~10.60~~10.51		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).*

~~10.61~~10.52		Form of Thermo Fisher Scientific Inc. ~~Amendment No. 1 to Executive Severance Policy~~’s March 2010 Restricted Stock Unit Agreement (filed as Exhibit ~~10.__~~10.1 to the Registrant’s Current Report on Form 8-K filed ~~February 26,~~March 10, 2010 [File No. 1-8002] and incorporated in this document by reference).*

~~10.62~~10.53		~~Amendment No. 1 to 2009 Restatement~~Form of ~~Executive Severance~~Thermo Fisher Scientific Inc.’s March 2010 Performance Restricted Stock Unit Agreement ~~dated February __, 2010, between the Registrant and Marc N. Casper~~ (filed as Exhibit ~~10.__~~10.1 to the Registrant’s Current Report on Form 8-K filed ~~February 26,~~March 10, 2010 [File No. 1-8002] and incorporated in this document by reference).*

10.54		Amendment No. 2 to Executive Severance Policy, dated November 10, 2010.*

10.55		Amendment No. 2 to 2009 Restatement of Executive Severance Agreement, dated November 10, 2010, between the Registrant and Marc N. Casper.*

10.56		Amendment No. 1 to Executive Change In Control Retention Agreement, dated November 10, 2010, between Marc N. Casper and the Registrant.*

Financial Statement Index

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THERMO FISHER SCIENTIFIC INC.

EXHIBIT INDEX

Exhibit

Number

Description of Exhibit

10.57		Amendment to 2008 Stock Incentive Plan dated November 10, 2010.*

10.58		Form of Thermo Fisher Scientific Inc.’s February 2011 Restricted Stock Unit Agreement (filed as Exhibit 10.3 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).*

10.59		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).*

10.60		Summary of 2011 Annual Cash Incentive Plan Matters (set forth in Item 5.02 to the Registrant’s Current Report on Form 8-K filed February 24, 2011 [File No. 1-8002] under the heading “Annual Cash Incentive Plans – Establishment of Criteria for 2011 Bonus” and incorporated in this document by reference).*

10.61		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).*

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.**

~~Financial Statement Index~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~EXHIBIT INDEX~~

~~Exhibit~~

~~Number~~

~~Description of Exhibit~~

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.

**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.

Financial Statement Index

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THERMO FISHER SCIENTIFIC INC.

EXHIBIT INDEX

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31, 2010, 2009 ~~2008~~ and ~~2007,~~2008, (ii) Consolidated Balance Sheets at December 31, ~~2009,~~2010, and ~~2008,~~2009, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 ~~2008~~ and ~~2007,~~2008, (iv) Consolidated Statement of Comprehensive Income and Shareholders’ Equity for the years ended December 31, 2010, 2009 ~~2008~~ and ~~2007~~2008 and (v) Notes to Consolidated Financial Statements.

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

Financial Statement Index

6364

Table of Contents

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 Statement of Income for the years ended December 31, 2010, 2009 ~~2008~~ and ~~2007~~2008	F-3

Consolidated Balance Sheet as of December 31, ~~2009~~2010 and ~~2008~~2009	F-4

Consolidated Statement of Cash Flows for the years ended December 31, 2010, 2009 ~~2008~~ and ~~2007~~2008	F-6

Consolidated Statement of Comprehensive Income and Shareholders’ Equity for the years ended December 31, 2010, 2009 ~~2008~~ and ~~2007~~2008	F-8

Notes to Consolidated Financial Statements	F-10

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-69~~F-64

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.

Financial Statement Index

F-1

Table of Contents

THERMO FISHER SCIENTIFIC INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Thermo Fisher Scientific Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Thermo Fisher Scientific Inc. and its subsidiaries at December 31, ~~2009~~2010 and December 31, ~~2008,~~2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, ~~2009~~2010 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index 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~~eff ective internal control over financial reporting as of December 31, ~~2009,~~2010, based on criteria established in Internal Control - Integrated Framework 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~~Accountin g 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~~belie ve that our audits provide a reasonable basis for our opinions.

~~As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for certain convertible debt instruments effective January 1, 2009.~~

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~~authoriz ations 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, 2010~~24, 2011

Financial Statement Index

F-2

Table of Contents

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED STATEMENT OF INCOME

	Year Ended December 31,									Year Ended December 31,
(In millions except per share amounts)	2009			2008			2007			2010			2009			2008

Revenues
Product revenues	$	8,523.7		$	8,838.8		$	8,300.6		$	9,135.2		$	8,523.7		$	8,838.8
Service revenues		1,586.0			1,659.2			1,445.8			1,653.5			1,586.0			1,659.2

		10,109.7			10,498.0			9,746.4			10,788.7			10,109.7			10,498.0

Costs and Operating Expenses:
Cost of product revenues		5,157.9			5,299.6			5,079.3			5,393.6			5,157.9			5,299.6
Cost of service revenues		927.1			992.2			862.7			956.4			927.1			992.2
Selling, general and administrative expenses		2,668.9			2,692.3			2,549.1			2,826.2			2,668.9			2,692.3
Research and development expenses		246.1			249.1			238.7			287.2			246.1			249.1
Restructuring and other costs, net		60.8			35.4			42.2			60.4			60.8			35.4

		9,060.8			9,268.6			8,772.0			9,523.8			9,060.8			9,268.6

Operating Income		1,048.9			1,229.4			974.4			1,264.9			1,048.9			1,229.4
Other Expense, Net		(121.8	)		(101.4	)		(113.8	)		(100.3	)		(121.8	)		(101.4	)

Income from Continuing Operations Before Provision for Income Taxes		927.1			1,128.0			860.6			1,164.6			927.1			1,128.0
Provision for Income Taxes		(75.8	)		(152.6	)		(93.7	)		(131.5	)		(75.8	)		(152.6	)

Income from Continuing Operations		851.3			975.4			766.9			1,033.1			851.3			975.4
(Loss) Gain on Disposal of Discontinued Operations, Net (net of income tax benefit of $0.6 in 2009 and income tax provision of $3.5 in 2008 and $4.2 in 2007)		(1.0	)		5.5			(18.5	)
Gain (Loss) on Disposal of Discontinued Operations, Net (net of income tax provision of $1.5 and $3.5 in 2010 and 2008, respectively, and income tax benefit of $0.6 in 2009)											2.5			(1.0	)		5.5

Net Income	$	850.3		$	980.9		$	748.4		$	1,035.6		$	850.3		$	980.9

Earnings per Share from Continuing Operations
Basic	$	2.06		$	2.33		$	1.82		$	2.56		$	2.06		$	2.33
Diluted	$	2.01		$	2.24		$	1.73		$	2.52		$	2.01		$	2.24

Earnings per Share
Basic	$	2.06		$	2.34		$	1.77		$	2.57		$	2.06		$	2.34
Diluted	$	2.01		$	2.25		$	1.69		$	2.53		$	2.01		$	2.25

Weighted Average Shares
Basic		412.4			418.2			421.5			403.3			412.4			418.2
Diluted		422.8			434.7			443.6			409.4			422.8			434.7

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

Financial Statement Index

F-3

Table of Contents

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED BALANCE SHEET

	December 31,				December 31,
(In millions)	2009		2008		2010		2009

Assets
Current Assets:
Cash and cash equivalents	$	1,564.1	$	1,280.5	$	917.1	$	1,564.1
Short-term investments, at quoted market value		7.1		7.5		8.9		7.1
Accounts receivable, less allowances of $47.2 and $43.1		1,409.6		1,478.1
Accounts receivable, less allowances of $39.9 and $47.2						1,516.8		1,409.6
Inventories		1,131.4		1,171.4		1,175.1		1,131.4
Deferred tax assets		160.0		161.7		198.4		160.0
Other current assets		258.7		246.7		318.7		258.7

		4,530.9		4,345.9		4,135.0		4,530.9

Property, Plant and Equipment, at Cost, Net		1,333.4		1,275.3		1,408.6		1,333.4

Acquisition-related Intangible Assets, Net		6,337.0		6,423.2		6,041.1		6,337.0

Other Assets		440.8		367.9		494.1		440.8

Goodwill		8,982.9		8,677.7		9,270.6		8,982.9

	$	21,625.0	$	21,090.0	$	21,349.4	$	21,625.0

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Note 1.~~ ~~Nature of Operations and Summary of Significant Accounting Policies (continued)~~

Note 1.

Nature of Operations and Summary of Significant Accounting Policies (continued)

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

(In millions) Analytical Technologies Laboratory Products and Services Total

Balance at December 31, 2007 $ 3,197.9 $ 5,515.3 $ 8,713.2
Acquisitions 54.9 39.7 94.6
Tax benefits from exercise of stock options (2.9 ) (6.1 ) (9.0 )
Finalization of purchase price allocations for 2007 acquisitions (0.8 ) (2.7 ) (3.5 )
Reversal of tax valuation allowance established at date of Fisher merger (13.6 ) (28.3 ) (41.9 )
Currency translation (46.3 ) (19.1 ) (65.4 )
Other (2.8 ) (7.5 ) (10.3 )

Balance at December 31, 2008 3,186.4 5,491.3 8,677.7
Acquisitions 202.7 67.0 269.7
Tax benefits from exercise of stock options (0.7 ) (1.6 ) (2.3 )
Finalization of purchase price allocations for 2008 acquisitions (0.6 ) 3.4 2.8
Currency translation 19.4 21.0 40.4
Other (7.4 ) 2.0 (5.4 )

Balance at December 31, 2009 $ 3,399.8 $ 5,583.1 $ 8,982.9

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 flow and its present value is accreted over the life of the related ~~lease~~lea se as interest expense. At December 31, ~~2009~~2010 and ~~2008,~~2009, the company had recorded asset retirement obligations of ~~$22.5~~$22.6 million and ~~$23.9~~$22.5 million, ~~respectively.~~

~~Accounts Payable~~

~~The company reclassifies net book overdrafts to accounts payable at period end. Amounts reclassified to accounts payable totaled $0.9 million and $24.5 million at December 31, 2009 and 2008,~~ respectively.

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 their fair value and, as such, were discounted to their present value at the dates of acquisition.

~~Financial Statement Index~~Advertising

~~F-16~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 1.~~ ~~Nature of Operations and Summary of Significant Accounting Policies (continued)~~

~~Advertising~~

The company ~~expenses~~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. The company has capitalized advertising costs of ~~$6.3~~$3.7 million and ~~$13.4~~$6.3 million at December 31, ~~2009~~2010 and ~~2008,~~2009, respectively, included in other assets in the accompanying balance sheet. Direct-response advertising consists of external catalog production and mailing costs, and amortization begins on the date the catalogs are first mailed. Advertising expense, which includes amortization of capitalized direct-response advertising, as described above, was ~~$72.9~~$27.3 million, ~~$78.5~~$31.2 million and ~~$76.0~~$35.1 million in 2010, 2009 ~~2008~~ and ~~2007,~~2008, respectively. Included in ~~advertising~~a dvertising expense was catalog amortization of $6.8 million, $11.1 million and $13.1 million for 2010, 2009 and ~~$12.7 million for 2009,~~ 2008, ~~and 2007,~~ respectively.

Currency Translation

All assets and liabilities of the company’s non-U.S. subsidiaries are translated at year-end exchange rates, and revenues and expenses are translated at average exchange rates for the year. Resulting translation adjustments are reflected in the “Accumulated other comprehensive items” component of shareholders’ equity. Currency transaction gains and losses are included in the accompanying statement of income and are not material for the three years presented.

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 all derivatives, including forward currency-exchange contracts, in the balance sheet 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.

Financial Statement Index

F-16

Table of Contents

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.

Nature of Operations and Summary of Significant Accounting Policies (continued)

The company uses short-term forward and option currency-exchange contracts primarily to hedge certain operational and balance sheet exposures resulting from changes in currency exchange rates. Such exposures result from purchases, sales and intercompany loans that are denominated in currencies other than the functional currencies of the respective operations. These contracts principally hedge transactions denominated in Euros, ~~Swiss francs, Canadian dollars,~~ British pounds sterling, Chinese yuan, Japanese yen, Australian dollars, Indian rupees, Canadian dollars and ~~Australian dollars.~~Chilean pesos. The company enters into these currency-exchange contracts to hedge anticipated product purchases and sales as well as assets and liabilities arising in the normal course of business, principally accounts receivable and intercompany loans. ~~Accordingly,~~Acco rdingly, the hedges are not speculative in nature. As part of the company’s overall strategy to manage the level of exposure to the risk of currency-exchange fluctuations, some business units hedge a portion of their currency exposures anticipated over the ensuing 12-month period, using exchange contracts that have maturities of 12 months or less. The company has elected not to account for its forward-currency exchange contracts entered into for purposes other than anticipated purchases or sales as hedges. These derivatives are recorded at fair value in its balance sheet in other current assets or other accrued expenses with the changes in fair value reflected immediately in earnings (Note 12). As of December 31, ~~2009,~~2010, the company had no outstanding foreign exchange contracts that were hedging anticipated purchases or sales. The company does not hold or engage in transactions involving derivative instruments for purposes other than risk management.

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, ~~2009,~~2010, the company had no outstanding derivative contracts that were accounted for as cash flow hedges.

~~Financial Statement Index~~

~~F-17~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 1.~~ ~~Nature of Operations and Summary of Significant Accounting Policies (continued)~~

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 2009 and 2010, in connection with new debt issuances, the company entered into interest rate swap arrangements (Notes 9 and 12). The company includes the gain or loss on the hedged items (fixed-rate debt) in the same line item (interest expense) as the offsetting loss or gain on the related interest rate swaps.

Recent Accounting Pronouncements

~~Financial Statement Index~~

~~F-18~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 1.~~ ~~Nature of Operations and Summary of Significant Accounting Policies (continued)~~

~~The incremental effects of applying this convertible debt accounting on individual line items in the consolidated balance sheet at December 31, 2008, were as follows:~~

(Dollars in millions) Before Adoption Cumulative Effect of Adoption As Adjusted

Deferred Income Taxes $ 1,978.0 $ 16.2 $ 1,994.2
Long-term Obligations 2,043.5 (40.3 ) 2,003.2
Incremental Convertible Debt Obligation — 24.2 24.2
Capital in Excess of Par Value 11,273.2 28.1 11,301.3
Retained Earnings 3,528.7 (28.2 ) 3,500.5

When any of the convertible debt instruments are convertible at the balance sheet date, the excess of the amount of cash required to be paid to the holder upon conversion over the current carrying amount of the long-term obligation is classified on the balance sheet as temporary equity under the caption “incremental convertible debt obligation.”

~~Financial Statement Index~~

~~F-19~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 1.~~ ~~Nature of Operations and Summary of Significant Accounting Policies (continued)~~

The incremental effects of applying the convertible debt and participating security rules on individual line items in the consolidated statements of income for the years ended December 31, 2008 and 2007 were as follows:

(Dollars in millions except per share amounts) Before Adoption Effect of Adoption As Adjusted

2008
Other Expense, Net $ 79.8 $ 21.6 $ 101.4
Provision for Income Taxes 160.9 (8.3 ) 152.6
Income from Continuing Operations 988.7 (13.3 ) 975.4
Net Income 994.2 (13.3 ) 980.9
Earnings per Share from Continuing Operations
Basic $ 2.36 $ (.03 ) $ 2.33
Diluted $ 2.27 $ (.03 ) $ 2.24
Earnings per Share
Basic $ 2.38 $ (.04 ) $ 2.34
Diluted $ 2.29 $ (.04 ) $ 2.25
Diluted Weighted Average Shares 434.8 (0.1 ) 434.7

2007
Other Expense, Net $ 93.1 $ 20.7 $ 113.8
Provision for Income Taxes 101.7 (8.0 ) 93.7
Income from Continuing Operations 779.6 (12.7 ) 766.9
Net Income 761.1 (12.7 ) 748.4
Earnings per Share from Continuing Operations
Basic $ 1.85 $ (.03 ) $ 1.82
Diluted $ 1.76 $ (.03 ) $ 1.73
Earnings per Share
Basic $ 1.81 $ (.04 ) $ 1.77
Diluted $ 1.72 $ (.03 ) $ 1.69
Diluted Weighted Average Shares 443.7 (0.1 ) 443.6

~~Financial Statement Index~~

~~F-20~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 1.~~ ~~Nature of Operations and Summary of Significant Accounting Policies (continued)~~

~~In September~~ 2009, the Emerging Issues Task Force issued new rules pertaining to the accounting for revenue arrangements with multiple customer deliverables and for software-enabled products. The new rule pertaining to arrangements under which the company has multiple customer deliverables provides an alternative method for establishing the fair value of a deliverable when vendor specific objective evidence ~~does~~or third-party evidence is not ~~exist.~~available. The guidance requires the determination of the best estimate of selling price to separate deliverables and allows the allocation of the customer’s consideration using this relative selling price model. The new guidance pertaining to software-enabled products revised the existing software accounting guidance to exclude equipment where the software is more than incidental to the value of the product. ~~Upon adoption of~~Under the new standard, such equipment ~~will be~~is accounted for under revenue recognition criteria applicable to ~~equipment~~tangible products instead of that applicable to software. ~~Both of these new rules can be prospectively applied beginning January 1, 2011 or can be early or retrospectively adopted.~~ The company ~~expects to adopt both of these new~~adopted the rules ~~effective~~prospectively on January 1, 2010. Adoption ~~of these new standards is~~did not ~~expected to~~ materially affect the company’s results of operations or financial ~~statements.~~position.

Financial Statement Index

F-17

Table of Contents

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.

Nature of Operations and Summary of Significant Accounting Policies (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 ultimate loss from abandoning leases at facilities being exited (Note 14). Actual results could differ from those estimates.

Note 2.

Acquisitions and Dispositions

On December 13, 2010, the company and Dionex Corporation, a leading manufacturer and marketer of chromatography systems, announced that their Boards of Directors unanimously approved a transaction under which Thermo Fisher will acquire all of the outstanding shares of Dionex for $118.50 per share in cash, or a total purchase price of approximately $2.1 billion. Dionex, headquartered in Sunnyvale, California, is a global leader in the manufacturing and marketing of liquid chromatography and sample preparation systems, consumables, and software for chemical analysis. Dionex systems are used worldwide in environmental analysis and by the life sciences, chemical, petrochemical, food and beverage, power generation, and electronics industries. Their expertise in applications and instrumentatio n helps analytical scientists to evaluate and develop pharmaceuticals, establish environmental regulations, and produce better industrial products. The transaction is subject to a majority of the outstanding shares of Dionex having been tendered and certain regulatory approvals.

Under the terms of the agreement, the company has commenced a tender offer to acquire all of the outstanding shares of Dionex common stock for $118.50 per share in cash.

2010 Acquisitions

In February 2010, the company’s Analytical Technologies segment acquired Ahura Scientific, Inc., a U.S.-based provider of handheld spectroscopy instruments that are used worldwide in the identification of chemicals for safety, security and pharmaceutical applications, for $147 million, net of cash acquired, plus up to $25 million of additional contingent consideration based upon the achievement of specified operating results in 2010, of which the company recorded $20 million as the fair value at the acquisition date and an additional $5 million as a charge to selling, general and administrative expense in December 2010. The acquisition expands the segment’s portfolio of portable analytical devices. Revenues of Ahura Scientific totaled $45 million in 2009. The purchase price e xceeded the fair value of the acquired net assets and, accordingly, $110 million was allocated to goodwill, none of which is tax deductible.

In March 2010, the company’s Analytical Technologies segment acquired Finnzymes, a Finland-based provider of integrated tools for molecular biology analysis, including reagents, instruments, consumables and kits, for $58 million, net of cash acquired. The acquisition expands the company’s portfolio of reagents and other consumables for the molecular biology research and diagnostics markets. Finnzymes reported revenues of $20 million in 2009. The purchase price exceeded the fair value of the acquired net assets and, accordingly, $25 million was allocated to goodwill, none of which is tax deductible.

In July 2010, the company’s Analytical Technologies segment acquired Fermentas International Inc., a manufacturer and global distributor of enzymes, reagents and kits for molecular and cellular biology research, with principal operations in Lithuania, for $260 million, net of cash acquired. The acquisition expands the company’s ability to provide complete workflows for genomics research. Fermentas reported revenues of approximately $55 million in 2009. The purchase price exceeded the fair value of the acquired net assets and, accordingly, $120 million was allocated to goodwill, none of which is tax deductible.

Financial Statement Index

F-18

Table of Contents

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2.

Acquisitions and Dispositions (continued)

In addition, in 2010, the Analytical Technologies segment acquired a developer of tunable diode-based spectroscopy systems; a provider of liquid chromatography and software solutions for proteomics analysis; a developer and manufacturer of miniature handheld near-infrared analyzers; a developer and manufacturer of low-frequency microwave moisture analyzers; a life sciences custom media developer; a developer and manufacturer of laboratory water purification systems, and an India-based distributor of scientific bulk elemental and other products. The company’s Laboratory Products and Services segment acquired an Australian-based provider of laboratory chemicals, consumables and instruments. The aggregate consideration for these acquisitions was $141 million plus up to $7 million of a dditional contingent consideration.

The company made contingent purchase price payments totaling $5 million in 2010, for acquisitions completed prior to 2010.

2009 Acquisitions

In April 2009, the company’s Laboratory Products and Services segment acquired Biolab, an Australia-based provider of analytical instruments, life science consumables and laboratory equipment, for AUD 180 million (USD $132 million), net of cash acquired. The acquisition broadened the geographic reach of the company’s customer channels. Revenue of Biolab totaled AUD 178 million in its fiscal year ended May 2009. The purchase price exceeded the fair value of the acquired net assets and, accordingly, $62 million was allocated to goodwill, none of which is tax deductible.

~~Financial Statement Index~~

~~F-21~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 2.~~ ~~Acquisitions and Dispositions (continued)~~

In October 2009, the company’s Analytical Technologies segment acquired B.R.A.H.M.S. AG, a leading provider of specialty diagnostic tests, as well as intensive care treatments and prenatal screening, for 331 million Euros (approximately $482 million including the assumption of $32 million of debt). The acquisition of B.R.A.H.M.S. increased the breadth of the company’s specialty diagnostics portfolio and provided a significant reagent manufacturing center in Europe. B.R.A.H.M.S. reported revenues in 2008 of 75 million Euros. The purchase price exceeded the fair value of the acquired net assets and, accordingly, $183 million was allocated to goodwill, none of which is tax deductible.

In addition, in 2009 the Analytical Technologies segment acquired a culture media manufacturer and distributor in Malaysia and Singapore; the remaining interest in a Mexico-based manufacturer and distributor of bulk weighing products; and a developer of advanced, miniaturized gas chromatography instruments. The Laboratory Products and Services segment acquired a Spain-based distributor of laboratory instrumentation and equipment and a Sweden-based distributor of clinical chemistry analysis instruments. The aggregate consideration for these acquisitions was $38 million.

The company paid contingent purchase price obligations of $22 million in 2009 ~~and also accrued as of December 31, 2009, through an increase to goodwill, an additional obligation of $5 million for the achievement of specified operating results,~~ for several acquisitions completed prior to 2009.

2008 Acquisitions

In 2008, the company’s Analytical Technologies segment acquired the intellectual property of an immunohistochemistry control slide business; a manufacturer and distributor of analytical instruments serving the life sciences and environmental industries; a provider of RNAi, genomics and antibody tools used by life science researchers; a manufacturer and distributor of antibodies and reagents; a manufacturer of water analysis systems; a manufacturer of histology and anatomical pathology labeling and tracking products; and an iron testing reagent product line. The company’s Laboratory Products and Services segment acquired, in separate transactions, three distributors of laboratory equipment and consumables; a manufacturer of carbon fiber centrifuge rotors; a network of depots ~~providing~~p roviding clinical trial packaging and distribution, and the intellectual property and other assets of a manufacturer of automated cell factory equipment. No individual acquisition exceeded $50 million in purchase price. Aggregate consideration paid in 2008 for the acquisitions of both segments was $192 million cash, net of cash acquired, plus $8 million of assumed debt, and up to $17 million of additional future payments based on the achievement of specified milestones and operating results, of which $3$6 million ~~was~~has been paid ~~in 2009~~ and an additional $5 million was earned and accrued, through an increase in goodwill, as of December 31, ~~2009.~~2010. The company also paid purchase price obligations, transaction costs and post-closing purchase price adjustments aggregating $11 million in 2008, for several acquisitions completed prior to 2008.

~~2007 Acquisitions~~

In September 2007, the company’s Laboratory Products and Services segment acquired Qualigens Fine Chemicals, a division of GlaxoSmithKline Pharmaceuticals Ltd. based in Mumbai, India. Qualigens is India’s largest chemical manufacturer and supplier, serving customers in a variety of industries including pharmaceutical, petrochemical and food and beverage. The purchase price totaled $59 million. The acquisition provided an established business in a fast-growing region to extend the company’s reach. Revenues of Qualigens totaled $24 million in 2006. The purchase price exceeded the fair value of the acquired net assets and, accordingly, $25 million was allocated to goodwill, none of which is tax deductible.

In October 2007, the company’s Laboratory Products and Services segment acquired Priority Solutions International, a U.S.-based leading third-party logistics provider to the pharmaceutical and healthcare industries. The purchase price totaled $164 million, net of cash acquired and a $1 million post-closing purchase price refund received in 2008. The acquisition broadened the segment’s clinical trials management services offerings. Revenues of Priority Solutions totaled $96 million in 2006. The purchase price exceeded the fair value of the acquired net assets and, accordingly, $107 million was allocated to goodwill, $37 million of which is tax deductible.

Financial Statement Index

~~F-22~~F-19

Table of Contents

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Note 2.~~ ~~Acquisitions and Dispositions (continued)~~

Note 2.

Acquisitions and Dispositions (continued)

In October 2007, the company’s Analytical Technologies segment acquired NanoDrop Technologies, Inc., a U.S.-based supplier of UV-Vis spectrophotometry and fluorescence scientific instruments to the life sciences and pharmaceutical industries. The purchase price totaled $156 million, net of cash acquired and including $12 million of payments made in 2008 and $15 million paid in 2009. Of the $12 million of payments made in 2008, $10 million represented contingent consideration earned for achievement of specified operating results in 2007 and $2 million represented a post-closing purchase price adjustment. Of the $15 million paid in 2009, $8 million represented deferred purchase price and $7 million represented contingent consideration earned for the achievement of specified operating results in 2008. In addition, the purchase agreement calls for additional contingent consideration of up to $10 million based on the successful approval of certain pending patent applications. The acquisition broadened the segment’s technology offerings. Revenues of NanoDrop totaled $27 million in 2006. The purchase price exceeded the fair value of the acquired net assets and, accordingly, $76 million was allocated to goodwill, all of which is tax deductible.

In December 2007, the company’s Laboratory Products and Services segment acquired La-Pha-Pack, a European-based manufacturer and provider of chromatography consumables and related accessories. The purchase price totaled $50 million, net of cash acquired, and included $4 million of contingent consideration based upon 2008 operating results which was earned and accrued as an obligation at December 31, 2008 through an increase to goodwill. The acquisition broadened the segment’s chromatography consumables offerings and expanded its geographic coverage in Europe. Revenues of La-Pha-Pack totaled $21 million in 2006. The purchase price exceeded the fair value of the acquired net assets and, accordingly, $12 million was allocated to goodwill, none of which is tax deductible.

In addition to the acquisitions described above, in 2007 the Analytical Technologies segment acquired a distributor of mass spectrometry, chromatography and surface science instruments, a manufacturer of high performance liquid chromatography pumps and software, a manufacturer of electrostatic discharge products, the intellectual property of a diagnostics business and the assets of a water testing business. The Laboratory Products and Services segment acquired a provider of test, measurement and process control instruments, an independent test and research laboratory, a developer of liquid handling pipette tips and a cell culture product line. The total aggregate consideration was $88 million, net of cash acquired. The company also paid transaction costs and post-closing and contingent purchase price adjustments aggregating $11 million in 2007 for various acquisitions completed prior to 2007. The company obtained a refund of $5 million in 2007 related to a post-closing adjustment for a 2006 acquisition.

The company’s acquisitions have historically been made at prices above the fair value of the acquired assets, resulting in goodwill, due to expectations of synergies of combining the businesses. These synergies include 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 have been recorded in selling, general and administrative expenses beginning in 2009. Allocation of the purchase price for acquisitions was based on estimates of the fair value of the net assets acquired and, for acquisitions completed within the past year, is subject to adjustment upon finalization of the purchase price allocation. The company is not aware of any information that indicates the final purchase price allocations will differ materially from the preliminary estimates.

The components of the purchase price allocations for 2010 acquisitions are as follows:

(In millions)	Ahura Scientific			Finnzymes			Fermentas			Other			Total

Purchase Price
Cash paid	$	164.0		$	59.0		$	278.7		$	145.5		$	647.2
Debt assumed		0.6			—			3.6			1.1			5.3
Fair value of contingent consideration		19.6			—			—			3.9			23.5
Cash acquired		(17.8	)		(0.7	)		(21.9	)		(5.3	)		(45.7	)

	$	166.4		$	58.3		$	260.4		$	145.2		$	630.3

Allocation
Current assets	$	22.3		$	6.1		$	19.9		$	29.2		$	77.5
Property, plant and equipment		3.3			3.4			9.6			4.1			20.4
Intangible assets:
Customer relationships		46.1			16.1			67.9			40.1			170.2
Product technology		30.4			18.6			73.5			24.7			147.2
In-process research and development		—			—			—			4.4			4.4
Tradenames and other		0.4			0.1			5.3			4.4			10.2
Goodwill		109.9			24.8			119.9			59.2			313.8
Other assets		0.1			2.0			3.0			7.4			12.5
Liabilities assumed		(46.1	)		(12.8	)		(38.7	)		(28.3	)		(125.9	)

	$	166.4		$	58.3		$	260.4		$	145.2		$	630.3

Financial Statement Index

~~F-23~~F-20

Table of Contents

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2.

Acquisitions and Dispositions (continued)

~~Note 2.~~ ~~Acquisitions and Dispositions (continued)~~

The weighted-average amortization periods for intangible assets acquired in 2010 are 10 years for customer relationships, 9 years for product technology and 10 years for tradenames and other. The weighted average amortization period for all intangible assets in the above table is 9 years.

The components of the purchase price allocations for 2009 acquisitions, as revised in 2010 for finalization of the purchase price allocations are as follows:

(In millions)	Biolab			B.R.A.H.M.S.			Other Analytical Technologies			Other Laboratory Products and Services			Total			Biolab			B.R.A.H.M.S.			Other Analytical Technologies			Other Laboratory Products and Services			Total

Purchase Price
Cash paid	$	132.9		$	453.5		$	27.9		$	7.4		$	621.7		$	132.9		$	454.1		$	28.5		$	7.4		$	622.9
Debt assumed		—			32.3			0.4			0.5			33.2			—			32.3			0.4			0.5			33.2
Purchase price payable		—			0.6			1.2			—			1.8
Fair value of contingent consideration																	—			—			0.6			—			0.6
Cash acquired		(1.3	)		(4.8	)		(0.2	)		—			(6.3	)		(1.3	)		(4.8	)		(0.2	)		—			(6.3	)
Other		—			—			0.9			—			0.9			—			—			0.9			—			0.9

	$	131.6		$	481.6		$	30.2		$	7.9		$	651.3		$	131.6		$	481.6		$	30.2		$	7.9		$	651.3

Allocation
Current assets	$	38.2		$	47.4		$	3.7		$	2.8		$	92.1		$	38.2		$	47.4		$	3.7		$	2.8		$	92.1
Property, plant and equipment		3.3			32.9			0.7			0.1			37.0			3.3			32.9			0.7			0.1			37.0
Intangible assets:
Customer relationships		51.4			203.8			4.2			2.5			261.9			51.4			203.8			4.2			2.5			261.9
Product technology		0.9			135.2			6.9			—			143.0			0.9			135.2			6.9			—			143.0
Tradenames and other		1.3			9.4			0.2			—			10.9			1.3			9.4			0.2			—			10.9
Goodwill		62.3			183.4			19.3			4.7			269.7			62.3			183.4			19.3			4.7			269.7
Other assets		—			3.5			—			—			3.5			—			3.5			—			—			3.5
Liabilities assumed		(25.8	)		(134.0	)		(4.8	)		(2.2	)		(166.8	)		(25.8	)		(134.0	)		(4.8	)		(2.2	)		(166.8	)

	$	131.6		$	481.6		$	30.2		$	7.9		$	651.3		$	131.6		$	481.6		$	30.2		$	7.9		$	651.3

The weighted-average amortization periods for intangible assets acquired in 2009 are 11 years for customer relationships, 9 years for product technology and 8 years for tradenames and other. The weighted average amortization period for all intangible assets in the above table is 11 years.

Financial Statement Index

~~F-24~~F-21

Table of Contents

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2.

Acquisitions and Dispositions (continued)

~~Note 2.~~ ~~Acquisitions and Dispositions (continued)~~

The components of the purchase price allocations for 2008 acquisitions, as revised in 2009 for finalization of the purchase price allocations and earned contingent purchase price payments where applicable, are as follows:

(In millions)	Analytical Technologies			Laboratory Products and Services			Total			Analytical Technologies			Laboratory Products and Services			Total

Purchase Price
Cash paid including transaction costs	$	107.0		$	88.8		$	195.8		$	107.0		$	91.9		$	198.9
Debt assumed		0.1			8.1			8.2			0.1			8.1			8.2
Purchase price payable		2.0			3.1			5.1			2.0			3.1			5.1
Cash acquired		(1.5	)		(1.9	)		(3.4	)		(1.5	)		(1.9	)		(3.4	)

	$	107.6		$	98.1		$	205.7		$	107.6		$	101.2		$	208.8

Allocation
Current assets	$	12.7		$	32.8		$	45.5		$	12.7		$	32.8		$	45.5
Property, plant and equipment		3.4			15.3			18.7			3.4			15.3			18.7
Intangible assets:
Customer relationships		23.2			25.3			48.5			23.2			25.3			48.5
Product technology		25.7			6.3			32.0			25.7			6.3			32.0
Tradenames and other		5.1			2.9			8.0			5.1			2.9			8.0
Goodwill		54.0			42.9			96.9			54.0			46.0			100.0
Other assets		0.4			0.1			0.5			0.4			0.1			0.5
Liabilities assumed		(16.9	)		(27.5	)		(44.4	)		(16.9	)		(27.5	)		(44.4	)

	$	107.6		$	98.1		$	205.7		$	107.6		$	101.2		$	208.8

The weighted-average amortization periods for intangible assets acquired in 2008 are 8 years for customer relationships, 7 years for product technology and 8 years for tradenames and other. The weighted average amortization period for all intangible assets in the above table is 8 years.

~~Financial Statement Index~~

~~F-25~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 2.~~ ~~Acquisitions and Dispositions (continued)~~

The components of the purchase price allocations for 2007 acquisitions, as revised in 2008 for finalization of the purchase price allocations and earned contingent purchase price payments where applicable, are as follows:

(In millions) Qualigens Priority NanoDrop La-Pha-Pack Other Total

Purchase Price
Cash paid (a) $ 59.0 $ 165.6 $ 157.1 $ 51.0 $ 90.2 $ 522.9
Cash acquired — (1.9 ) (1.3 ) (1.0 ) (2.1 ) (6.3 )

$ 59.0 $ 163.7 $ 155.8 $ 50.0 $ 88.1 $ 516.6

Allocation
Current assets $ 11.3 $ 17.0 $ 7.9 $ 11.4 $ 19.7 $ 67.3
Property, plant and equipment 0.1 4.5 0.2 4.1 6.0 14.9
Intangible assets:
Customer relationships 24.4 44.0 33.8 33.5 26.7 162.4
Product technology — — 38.6 0.5 16.8 55.9
Tradenames and other 2.7 23.0 1.8 4.2 6.2 37.9
Goodwill 24.5 106.7 76.0 12.4 31.3 250.9
Other long-term assets — 6.9 — 0.1 — 7.0
Liabilities assumed (4.0 ) (38.4 ) (2.5 ) (16.2 ) (18.6 ) (79.7 )

$ 59.0 $ 163.7 $ 155.8 $ 50.0 $ 88.1 $ 516.6

~~(a)~~

~~Includes transaction costs, subsequent payments of contingent consideration and cash settlements of post-closing adjustments.~~

The weighted-average amortization periods for intangible assets acquired in 2007 are 7 years for customer relationships, 8 years for product technology and 11 years for tradenames and other. The weighted average amortization period for all intangible assets in the above table is 8 years.

The company’s results would not have been materially different from its reported results had the company’s acquisitions occurred at the beginning of ~~2007 or~~ 2008.

Dispositions

The company sold four small business units in 2009 and recorded gains aggregating $0.6 million, included in restructuring and other costs, net, in the accompanying statement of income. The net cash proceeds were $4.4 million. The company also sold a small business ~~units~~unit in 2008 ~~and 2007 and recorded losses of $3 million and $2 million, respectively. The~~for net cash proceeds ~~were~~of $4 million ~~in 2008~~ and recorded a ~~nominal amount in 2007.~~loss of $3 million. Operating results of the businesses were not material.

Financial Statement Index

F-22

Table of Contents

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3.

Business Segment and Geographical Information

The company’s continuing operations fall into two business segments. During the first quarters of 2008 and 2009, the company transferred management responsibility and the related financial reporting and monitoring for several small product lines between segments. The company has historically moved a product line between segments when a shift in strategic focus of either the product line or a segment

~~Financial Statement Index~~

~~F-26~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 3.~~ ~~Business Segment and Geographical Information (continued)~~

more closely aligns the product line with a segment different than that in which it had previously been reported. Segment information for all periods presented has been reclassified to reflect these transfers. The company’s segments are as follows:

Analytical Technologies: serves research scientists, as well as customers in healthcare and clinical laboratories, in manufacturing and in the field, with a suite of advanced analytical technologies, including scientific instruments, robotics and software for creating advanced integrated workflows. The segment also includes a range of diagnostic reagents and instruments used by hospitals and reference laboratories.

Laboratory Products and Services: serves life science, healthcare and safety markets with a broad portfolio of products and consumables used for routine laboratory processes, as well as a range of biopharma outsourcing services such as clinical packaging and biological sample management. The segment also includes the company’s extensive customer channels network consisting of catalog, e-commerce and other sales avenues.

The company’s management evaluates segment operating performance based on operating income before certain charges/credits to cost of revenues and selling, general and administrative expenses, principally associated with acquisition accounting; restructuring and other costs/income including costs arising from facility consolidations such as severance and abandoned lease expense and gains and losses from the sale of real estate and product lines; and amortization of acquisition-related intangible assets. The company uses this measure because it helps management understand and evaluate the segments’ core operating results and facilitates comparison of performance for determining compensation.

Business Segment Information

(In millions)	2009			2008			2007			2010			2009			2008

Revenues
Analytical Technologies	$	4,153.9		$	4,468.6		$	4,179.1		$	4,611.8		$	4,153.9		$	4,468.6
Laboratory Products and Services		6,426.6			6,455.2			5,913.1			6,693.0			6,426.6			6,455.2
Eliminations		(470.8	)		(425.8	)		(345.8	)		(516.1	)		(470.8	)		(425.8	)

Consolidated revenues		10,109.7			10,498.0			9,746.4			10,788.7			10,109.7			10,498.0

Segment Income
Analytical Technologies (a)		837.3			955.3			823.6			984.2			837.3			955.3
Laboratory Products and Services (a)		877.6			913.8			813.3			931.8			877.6			913.8

Subtotal reportable segments (a)		1,714.9			1,869.1			1,636.9			1,916.0			1,714.9			1,869.1

Cost of revenues charges		(6.7	)		(1.5	)		(49.2	)		(16.0	)		(6.7	)		(1.5	)
Selling, general and administrative charges, net		(1.5	)		—			—			(3.0	)		(1.5	)		—
Restructuring and other costs, net		(60.8	)		(35.4	)		(42.2	)		(60.4	)		(60.8	)		(35.4	)
Amortization of acquisition-related intangible assets		(597.0	)		(602.8	)		(571.1	)		(571.7	)		(597.0	)		(602.8	)

Consolidated operating income		1,048.9			1,229.4			974.4			1,264.9			1,048.9			1,229.4
Other expense, net (b)		(121.8	)		(101.4	)		(113.8	)		(100.3	)		(121.8	)		(101.4	)

Income from continuing operations before provision for income taxes	$	927.1		$	1,128.0		$	860.6		$	1,164.6		$	927.1		$	1,128.0

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 14.

Restructuring and Other Costs, Net (continued)

~~Note 14.~~ ~~Restructuring and Other Costs, Net (continued)~~

Corporate

The company recorded $1.9 million in restructuring and other charges at its corporate office in 2009, $2.1 million of which were cash costs partially offset by a $0.2 million gain on the sale of ~~a building that had previously been written down to estimated disposal value.~~abandoned real estate. The cash costs were primarily abandoned facility costs and, to a lesser extent, severance.

2008

The company recorded net restructuring and other costs by segment for 2008 as follows:

(In millions)	Analytical Technologies		Laboratory Products and Services		Corporate			Total

Cost of Revenues	$	0.7	$	0.8	$	—		$	1.5
Restructuring and Other Costs, Net		41.6		8.9		(15.1	)		35.4

	$	42.3	$	9.7	$	(15.1	)	$	36.9

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

Analytical Technologies

The Analytical Technologies segment recorded $42.3 million of net restructuring and other charges in 2008. 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 $41.6 million of other costs, net. These other costs consisted of $23.1 million of cash costs, principally associated with headcount reductions and facility consolidations, including $13.7 million of severance for approximately 500 employees across all functions; $6.0 million of abandoned-facility costs; and $3.4 million of other cash costs, primarily retention, relocation, moving expenses and contract termination costs associated with facility consolidations. The principal facility consolidations include consolidating ~~bioprocess~~b ioprocess production operations into a new facility at a current site in Utah as well as continuing actions initiated prior to 2008 and beginning new actions to cease manufacturing activities at plants in New Mexico, Denmark and Australia and transfer their operations to other sites. The segment also recorded non-cash costs of $18.5 million, including a $7.0 million impairment of acquisition-related intangible assets associated with a small business unit acquired as part of Fisher in 2006, a $5.0 million loss from a litigation-related matter assumed as part of the merger with Fisher, a $2.9 million net loss on the sale of businesses, $2.6 million for in-process research and development associated with an acquisition and $1.0 million for asset write downs at abandoned facilities.

~~Financial Statement Index~~

~~F-63~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 14.~~ ~~Restructuring and Other Costs, Net (continued)~~

Laboratory Products and Services

The Laboratory Products and Services segment recorded $9.7 million of net restructuring and other charges in 2008. The segment recorded charges to cost of revenues of $0.8 million for the sale of inventories revalued at the date of acquisition, and $8.9 million of other costs, net. These other costs consisted of $11.1 million of cash costs, principally associated with headcount reductions and facility consolidations, including $8.5 million of severance for approximately 380 employees primarily in manufacturing and administrative functions; $0.8 million of abandoned-facility costs; and $1.8 million of other cash costs primarily for retention, relocation and moving expenses. The facility consolidations principally included moving the manufacture of certain laboratory consumables products ~~from~~f rom existing facilities in California and New York to a new facility in Mexico and continuing the move of a manufacturing site in France to Germany. The segment also recorded non-cash income of $2.2 million primarily from a gain on the sale of real estate.

Financial Statement Index

F-59

Table of Contents

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 14.

Restructuring and Other Costs, Net (continued)

Corporate

The company recorded $15.1 million of restructuring and other income at its corporate office in 2008. The company curtailed part of a defined benefit plan and, as a result, recorded a gain of $19.2 million. The company also recorded a $2.5 million writedown to estimated disposal value of real estate held for sale, $1.7 million for a gain on the sale of used equipment and $3.3 million in cash charges primarily for severance and, to a lesser extent, abandoned facility costs.

~~2007~~

~~The company recorded net restructuring and other costs by segment for 2007 as follows:~~

(In millions) Analytical Technologies Laboratory Products and Services Corporate Total

Cost of Revenues $ 41.0 $ 8.2 $ — $ 49.2
Restructuring and Other Costs, Net 19.7 15.2 7.3 42.2

$ 60.7 $ 23.4 $ 7.3 $ 91.4

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

~~Analytical Technologies~~

The Analytical Technologies segment recorded $61 million of net restructuring and other charges in 2007. The segment recorded charges to cost of revenues of $41 million, primarily for the sale of inventories revalued at the date of acquisition, and $20 million of other costs, net. These other costs consisted of $18 million of cash costs, principally associated with facility consolidations, including $8 million of severance for approximately 385 employees across all functions; $2 million of abandoned-facility costs; and $8 million of other cash costs, primarily retention, relocation and contract termination expenses associated with facility consolidations. The principal facility consolidations include ceasing manufacturing activities at plants in New Mexico, Pennsylvania, Australia and Denmark with their operations transferred to other sites. The segment also recorded non-cash costs of $2 million, primarily for asset write downs at abandoned facilities.

~~Financial Statement Index~~

~~F-64~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 14. Restructuring and Other Costs, Net (continued)~~

~~Laboratory Products and Services~~

The Laboratory Products and Services segment recorded $23 million of net restructuring and other charges in 2007. The segment recorded charges to cost of revenues of $8 million, primarily for the sale of inventories revalued at the date of acquisition, and $15 million of other costs, net. These other costs consisted of $13 million of cash costs, principally associated with facility consolidations, including $9 million of severance for approximately 230 employees across all functions; $1 million of abandoned-facility costs; and $3 million of other cash costs. The facility consolidations principally included the planned move of a manufacturing site in France to Germany. The segment also recorded a loss of $2 million on the sale of a small business.

~~Corporate~~

The company recorded $7 million of restructuring and other charges at its corporate office in 2007. These costs consisted of $8 million of cash costs which were primarily for merger-related expenses and retention agreements with certain Fisher employees. Retention costs were accrued ratably over the period the employees worked to qualify for the payment, generally through November 2007. The corporate office also recorded a net gain of $1 million primarily related to pension plan curtailments.

The following tables summarize 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.

																			Abandonment
(In millions)	Severance			Employee Retention (a)			Abandonment of Excess Facilities			Other			Total			Severance			of Excess Facilities			Other			Total

Pre-2008 Restructuring Plans
Balance At December 31, 2006	$	5.8		$	1.1		$	12.1		$	0.6		$	19.6
Costs incurred in 2007 (c)		19.8			5.5			3.7			12.7			41.7
Reserves reversed (b)		(1.9	)		—			(0.2	)		—			(2.1	)
Payments		(13.0	)		(5.1	)		(11.1	)		(11.2	)		(40.4	)
Currency translation		0.3			—			0.2			0.1			0.6

Pre-2009 Restructuring Plans
Balance At December 31, 2007		11.0			1.5			4.7			2.2			19.4		$	11.0		$	4.7		$	3.7		$	19.4
Costs incurred in 2008 (d)		4.5			1.5			5.7			1.8			13.5
Costs incurred in 2008 (c)																	25.4			8.9			5.8			40.1
Reserves reversed (b)		(0.6	)		(0.6	)		(0.9	)		(0.5	)		(2.6	)		(0.6	)		(0.9	)		(1.1	)		(2.6	)
Payments		(9.4	)		(1.6	)		(5.1	)		(2.8	)		(18.9	)		(23.2	)		(6.3	)		(6.1	)		(35.6	)
Currency translation		(0.1	)		—			—			—			(0.1	)		(0.2	)		(0.2	)		(0.1	)		(0.5	)

Balance At December 31, 2008		5.4			0.8			4.4			0.7			11.3			12.4			6.2			2.2			20.8
Costs incurred in 2009 (e)		1.9			0.2			2.4			0.8			5.3
Costs incurred in 2009 (d)																	4.0			3.4			2.1			9.5
Reserves reversed (b)		—			(0.1	)		(0.1	)		—			(0.2	)		(0.5	)		(0.3	)		(0.2	)		(1.0	)
Payments		(6.4	)		(0.9	)		(3.9	)		(1.3	)		(12.5	)		(13.4	)		(5.1	)		(3.7	)		(22.2	)
Currency translation		(0.1	)		—			—			—			(0.1	)		—			0.1			(0.1	)		—

Balance At December 31, 2009	$	0.8		$	—		$	2.8		$	0.2		$	3.8			2.5			4.3			0.3			7.1
Costs incurred in 2010 (e)																	0.2			1.8			0.1			2.1
Reserves reversed (b)																	(0.1	)		(0.4	)		—			(0.5	)
Payments																	(1.7	)		(2.9	)		(0.4	)		(5.0	)
Currency translation																	(0.3	)		—			—			(0.3	)

Balance At December 31, 2010																$	0.6		$	2.8		$	—		$	3.4

Financial Statement Index

~~F-65~~F-60

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 14.~~ ~~Restructuring and Other Costs, Net (continued)~~

(In millions) Severance
Employee
Retention (a)

Abandonment
of Excess
Facilities
Other Total

2008 Restructuring Plans
Costs incurred in 2008 (d) $ 20.9 $ 0.6 $ 3.2 $ 1.9 $ 26.6
Payments (13.8 ) (0.2 ) (1.2 ) (1.5 ) (16.7 )
Currency translation (0.1 ) — (0.2 ) (0.1 ) (0.4 )

Balance At December 31, 2008 7.0 0.4 1.8 0.3 9.5
Costs incurred in 2009 (e) 2.1 0.2 1.0 0.9 4.2
Reserves reversed (b) (0.5 ) — (0.2 ) (0.1 ) (0.8 )
Payments (7.0 ) (0.6 ) (1.2 ) (0.9 ) (9.7 )
Currency translation 0.1 — 0.1 (0.1 ) 0.1

Balance At December 31, 2009 $ 1.7 $ — $ 1.5 $ 0.1 $ 3.3

2009 Restructuring Plans
Costs incurred in 2009 (e) $ 45.3 $ 2.2 $ 6.3 $ 3.8 $ 57.6
Reserves reversed (b) (2.7 ) — (1.5 ) (0.1 ) (4.3 )
Payments (21.5 ) (0.7 ) (2.8 ) (3.6 ) (28.6 )
Currency translation (0.1 ) 0.1 0.3 0.1 0.4

Balance At December 31, 2009 $ 21.0 $ 1.6 $ 2.3 $ 0.2 $ 25.1

~~(a)~~

~~Employee retention costs 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 non-cash charges, net, of $1.9 million and a loss of $1.7 million from the sale of a business. Also excludes a net gain of $1.0 million from pension plan curtailments.~~

~~(d)~~

Excludes non-cash items, including a $19.2 million gain on the curtailment of part of a pension plan in the U.S., a $7.0 million charge for the impairment of intangible assets, a $5.0 million loss from a litigation-related matter, a $2.7 million net loss on the sale of businesses, a $2.6 million charge for in-process research and development at an acquired business, and other items as described in the discussion of restructuring actions by segment.

~~(e)~~

Excludes non-cash items including principally a $7.4 million gain on settlement of a litigation-related matter, $4.9 million in asset writedowns primarily at sites undertaking facility consolidations, a $2.5 million charge for pension termination benefits; and a $0.6 million net gain on the sale of several small businesses.

The company expects to pay accrued restructuring costs as follows: severance, employee-retention obligations and other costs, primarily through 2010; and abandoned-facility payments, over lease terms expiring through 2015.

~~Financial Statement Index~~

~~F-66~~

Table of Contents

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 14.

Restructuring and Other Costs, Net (continued)

				Abandonment
(In millions)	Severance			of Excess Facilities			Other (a)			Total

2009 Restructuring Plans
Costs incurred in 2009 (d)	$	45.3		$	6.3		$	6.0		$	57.6
Reserves reversed (b)		(2.7	)		(1.5	)		(0.1	)		(4.3	)
Payments		(21.5	)		(2.8	)		(4.3	)		(28.6	)
Currency translation		(0.1	)		0.3			0.2			0.4

Balance At December 31, 2009		21.0			2.3			1.8			25.1
Costs incurred in 2010 (e)		9.6			4.0			4.9			18.5
Reserves reversed (b)		(2.2	)		(0.4	)		(0.4	)		(3.0	)
Payments		(19.5	)		(3.5	)		(6.1	)		(29.1	)
Currency translation		(0.8	)		—			(0.1	)		(0.9	)

Balance At December 31, 2010	$	8.1		$	2.4		$	0.1		$	10.6

2010 Restructuring Plans
Costs incurred in 2010 (e)	$	11.0		$	1.8		$	3.7		$	16.5
Payments		(8.9	)		(1.4	)		(3.5	)		(13.8	)
Currency translation		0.1			0.1			(0.1	)		0.1

Balance At December 31, 2010	$	2.2		$	0.5		$	0.1		$	2.8

(a) Employee retention costs are accrued ratably over the period through which employees must work to qualify for a payment.

(b) Represents reductions in cost of plans.

(d) Excludes an aggregate of $1 million of non-cash income, net, which are detailed by segment above.

(e) Excludes an aggregate of $27 million of non-cash charges, net, which are detailed by segment above.

The company expects to pay accrued restructuring costs as follows: severance, employee-retention obligations and other costs, primarily through 2011; and abandoned-facility payments, over lease terms expiring through 2016.

~~Note 15.~~

Note 15.

Discontinued Operations

In 2010, the company recorded additional proceeds related to a business divested in 2003, resulting in an after-tax gain of $2.5 million.

In 2008, the company recorded additional proceeds and the reversal of a reserve on a note receivable related to a business divested in 2003, resulting in an after-tax gain of $6 million. The note was collected in July 2008.

Financial Statement Index

F-61

Table of Contents

Subsequent to the 2006 acquisition of GV Instruments Limited (GVI), the UK Competition Commission initiated an investigation of the transaction and concluded that the acquisition would lead to a substantial lessening of competition in the UK in certain markets. The Competition Commission further concluded that a divestiture remedy was appropriate and required the company to divest of either GVI as a whole, or its principal product lines to purchasers approved by the Competition Commission. As a result of this divestiture requirement, the company recorded after-tax impairment charges in 2007 totaling $29 million. The loss primarily represents non-cash charges to reduce the carrying value of the business to estimated disposal value. Due to the immateriality of the operating results of this business relative to consolidated results, the company has not reclassified the historical results and accounts of this business to discontinued operations. In February 2008, the company completed the sale.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Aside from the impairment loss related to the divestiture of GVI, the company had after-tax gains of $10 million in 2007 from discontinued operations, primarily from the receipt of additional proceeds from the sale of a business in 2000 and a revision to the company’s estimate of loss from litigation related to a divested business.

Note 16.

Unaudited Quarterly Information

	2009								2010
(In millions except per share amounts)	First (a)		Second (b)		Third (c)		Fourth (d)		First (a)		Second (b)		Third (c)		Fourth (d)

Revenues	$	2,255.1	$	2,484.1	$	2,531.1	$	2,839.4	$	2,675.1	$	2,649.0	$	2,683.5	$	2,781.1
Gross Profit		886.9		988.3		1,011.2		1,138.3		1,096.3		1,083.0		1,097.5		1,161.9
Income from Continuing Operations		148.9		206.9		221.2		274.3		229.8		237.3		268.5		297.5
Net Income		148.9		206.9		221.2		273.3		232.3		237.3		268.5		297.5
Earnings per Share from Continuing Operations:
Basic		.36		.50		.54		.67		.56		.58		.67		.76
Diluted		.35		.49		.53		.65		.55		.57		.66		.75
Earnings per Share:
Basic		.36		.50		.54		.67		.57		.58		.67		.76
Diluted		.35		.49		.53		.65		.56		.57		.66		.75

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

(a)	Costs of $23.6 million and after-tax gain of $2.5 million related to the company’s discontinued operations.

(b)	Costs of $11.7 million.

(c)	Costs of $13.3 million.

(d)	Costs of $30.8 million.

	2009
(In millions except per share amounts)	First (a)		Second (b)		Third (c)		Fourth (d)

Revenues	$	2,255.1	$	2,484.1	$	2,531.1	$	2,839.4
Gross Profit		886.9		988.3		1,011.2		1,138.3
Income from Continuing Operations		148.9		206.9		221.2		274.3
Net Income		148.9		206.9		221.2		273.3
Earnings per Share from Continuing Operations:
Basic		.36		.50		.54		.67
Diluted		.35		.49		.53		.65
Earnings per Share:
Basic		.36		.50		.54		.67
Diluted		.35		.49		.53		.65

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

(a)	Costs of $13.6 million.

(b)	Costs of $12.5 million.

(c)	Costs of $13.8 million.

(d)	Costs of $29.1 million and after-tax loss of $1.0 million related to the company’s discontinued operations.

~~Financial Statement Index~~

~~F-67~~

~~Table of Contents~~

~~THERMO FISHER SCIENTIFIC INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 16.~~ ~~Unaudited Quarterly Information (continued)~~

2008
(In millions except per share amounts) First (a) Second (b) Third (c) Fourth (d)

Revenues $ 2,554.0 $ 2,709.6 $ 2,588.1 $ 2,646.3
Gross Profit 1,018.4 1,088.1 1,032.8 1,066.9
Income from Continuing Operations 230.1 242.9 214.9 287.5
Net Income 229.7 246.1 218.1 287.0
Earnings per Share from Continuing Operations:
Basic .55 .58 .51 .69
Diluted .53 .55 .49 .67
Earnings per Share:
Basic .55 .59 .52 .68
Diluted .53 .56 .50 .67

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

~~(a)~~

~~Costs of $5.5 million and after-tax loss of $0.4 million related to the company’s discontinued operations.~~

~~(b)~~

~~Income of $5.2 million and after-tax income of $3.2 million related to the company’s discontinued operations.~~

~~(c)~~

~~Costs of $15.4 million and after-tax income of $3.2 million related to the company’s discontinued operations.~~

~~(d)~~

~~Costs of $21.2 million and after-tax loss of $0.5 million related to the company’s discontinued operations.~~

Note 17.

Subsequent Events

Planned Sale of Businesses

In ~~January and~~ February ~~2010,~~2011, the company entered separate agreements to ~~acquire three~~sell its Athena Diagnostics business (Athena), part of the Analytical Technologies segment, for $740 million in cash and its Lancaster Laboratories business (Lancaster), part of the Laboratory Products and Services segment, for $200 million in cash. Revenues and operating income of the two businesses ~~for aggregate cash consideration of~~aggregated approximately $225 million and ~~future contingent consideration~~$60 million, respectively, in 2010. Athena provides diagnostic testing for neurological and other diseases, with an emphasis on gene-based tests. Lancaster is a contract-testing laboratory that provides analytical laboratory services. The sales are subject to regulatory approvals an d other closing conditions.

Issuance of upDebt

On February 22, 2011, the company issued $2.2 billion principal amount of senior notes, as detailed below, to ~~an additional $30 million.~~fund its pending acquisition of Dionex (see Note 2) and for general corporate purposes. All of these notes are subject to a special mandatory redemption provision. If the company does not consummate the Dionex acquisition by September 30, 2011, the company will be required to redeem all of the notes in whole at a redemption price of 101% of the aggregate principal, plus accrued and unpaid interest.

Financial Statement Index

F-62

Table of Contents

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 17.

Subsequent Events (continued)

2.05% Senior Notes due 2014

On February 22, 2011, the company issued $300 million principal amount of 2.05% Senior Notes due 2014. Interest on the notes is payable on February 21 and August 21 of each year. 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, the most restrictive of which limits the ability of the company to pledge principal properties as security under borrowing arrangements.

At the issuance of debt, the company entered into six-month LIBOR-based interest rate swap arrangements with various banks. The aggregate amount of the swaps is equal to the principal amount of the 2.05% Notes and the payment dates of the swaps coincide with the payment dates of the 2.05% Notes. The swap contracts provide for the company to pay a variable interest rate of six-month USD LIBOR plus a spread of 0.4112% (0.88% at February 22, 2011) and to receive a fixed interest rate of 2.05%. The variable interest rate resets semi-annually. The swaps will be accounted for as a fair value hedge of the 2.05% Notes.

3.20% Senior Notes due 2016

On February 22, 2011, the company issued $900 million principal amount of 3.20% Senior Notes due 2016. Interest on the notes is payable on March 1 and September 1 of each year. 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, the most restrictive of which limits the ability of the company to pledge principal properties as security under borrowing arrangements.

4.50% Senior Notes due 2021

On February 22, 2011, the company issued $1.00 billion principal amount of 4.50% Senior Notes due 2021. Interest on the notes is payable on March 1 and September 1 of each year. 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, the most restrictive of which limits the ability of the company to pledge principal properties as security under borrowing arrangements.

Financial Statement Index

~~F-68~~F-63

Table of Contents

THERMO FISHER SCIENTIFIC INC.

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

(In millions)	Balance at Beginning of Year		Provision Charged to Expense		Accounts Recovered		Accounts Written Off			Other (a)			Balance at End of Year

Allowance for Doubtful Accounts

Year Ended December 31, 2010	$	47.2	$	2.2	$	0.4	$	(10.6	)	$	0.7		$	39.9

Year Ended December 31, 2009	$	43.1	$	7.3	$	1.0	$	(6.7	)	$	2.5		$	47.2

Year Ended December 31, 2008	$	49.5	$	5.5	$	0.2	$	(11.9	)	$	(0.2	)	$	43.1

(In millions)
Balance at
Beginning of
Year

Provision
Charged to
Expense

Accounts
Recovered

Accounts
Written Off
Other (a)
Balance at
End of Year

Allowance for Doubtful Accounts

Year Ended December 31, 2009 $ 43.1 $ 7.3 $ 1.0 $ (6.7 ) $ 2.5 $ 47.2

Year Ended December 31, 2008 $ 49.5 $ 5.5 $ 0.2 $ (11.9 ) $ (0.2 ) $ 43.1

Year Ended December 31, 2007 $ 45.0 $ 7.6 $ 0.5 $ (11.1 ) $ 7.5 $ 49.5

(In millions)
Balance at
Beginning of
Year

Established
As Cost of Acquisitions

Activity
Charged to
Reserve
Other (b)
Balance at
End of Year

Accrued Acquisition Expenses

Year Ended December 31, 2009 $ 1.8 $ — $ (0.6 ) $ (0.9 ) $ 0.3

Year Ended December 31, 2008 $ 9.5 $ 0.7 $ (3.8 ) $ (4.6 ) $ 1.8

Year Ended December 31, 2007 $ 35.4 $ 14.3 $ (37.5 ) $ (2.7 ) $ 9.5

(In millions)
Balance at
Beginning of
Year

Provision
Charged to
Expense (d)

Activity
Charged to
Reserve
Other (e)
Balance at
End of Year

Accrued Restructuring Costs (c)

Year Ended December 31, 2009 $ 20.8 $ 61.8 $ (50.8 ) $ 0.4 $ 32.2

Year Ended December 31, 2008 $ 19.4 $ 37.5 $ (35.6 ) $ (0.5 ) $ 20.8

Year Ended December 31, 2007 $ 19.6 $ 39.6 $ (40.4 ) $ 0.6 $ 19.4

(In millions)	Balance at Beginning of Year		Provision Charged to Expense (c)		Activity Charged to Reserve			Other (d)			Balance at End of Year

Accrued Restructuring Costs (b)

Year Ended December 31, 2010	$	32.2	$	33.6	$	(47.9	)	$	(1.1	)	$	16.8

Year Ended December 31, 2009	$	20.8	$	61.8	$	(50.8	)	$	0.4		$	32.2

Year Ended December 31, 2008	$	19.4	$	37.5	$	(35.6	)	$	(0.5	)	$	20.8

(a)	Includes allowance of businesses acquired and sold during the year as described in Note 2 and the effect of currency translation.

(b)	Represents reversal of accrued acquisition expenses and corresponding reduction of goodwill or other intangible assets resulting from finalization of restructuring plans and the effect of currency translation.

~~(c)~~

The nature of activity in this account is described in Note 14.

~~(d)~~(c)

~~In 2009, excludes $4.5~~Excludes $27 million of non-cash ~~costs~~expense, net, in 2010 and ~~$5.5~~$1 million ~~of other income, net. In 2008, excludes $11.0~~and $2 million of non-cash ~~costs~~income, net in 2009 and ~~$13.1 million of other income, net. In 2007, excludes $1.9 million of non-cash costs, net and $0.7 million of other expenses, net.~~2008, respectively, as described in Note 14.

~~(e)~~(d)

Represents the effects of currency translation.

Financial Statement Index

~~F-69~~F-64

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)

	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

(In millions)	2009		2008		2010		2009

Analytical Technologies	$	857.0	$	777.3	$	925.2	$	857.0
Laboratory Products and Services		480.8		438.9		488.2		480.8

	$	1,337.8	$	1,216.2	$	1,413.4	$	1,337.8

Name	Age	Present Title (Fiscal Year First Became Executive Officer)

Marc N. Casper	4142	President and Chief Executive Officer (2001)
Kenneth Berger	48	Senior Vice President (2010)
Gregory J. Herrema	4445	Senior Vice President (2008)
Seth H. Hoogasian	5556	Senior Vice President, General Counsel and Secretary (2001)
Alan J. Malus	5051	Senior Vice President (2006)
Edward A. Pesicka	4243	Senior Vice President (2008)
~~Stephen G. Sheehan~~	54	~~Senior Vice President, Human Resources (2003)~~
~~Yuh-Geng Tsay~~	61	~~Senior Vice President (2008)~~
Peter M. Wilver	5051	Senior Vice President and Chief Financial Officer (2003)
Peter E. Hornstra	5051	Vice President and Chief Accounting Officer (2001)

	December 31,						December 31,
(In millions except share amounts)	2009			2008			2010			2009

Liabilities and Shareholders' Equity
Current Liabilities:
Short-term obligations and current maturities of long-term obligations	$	117.5		$	14.8		$	105.8		$	117.5
Accounts payable		533.6			539.5			551.0			533.6
Accrued payroll and employee benefits		286.0			296.2			311.1			286.0
Accrued income taxes		28.4			32.9			59.2			28.4
Deferred revenue		139.8			135.3			158.3			139.8
Other accrued expenses		534.0			521.5			524.4			534.0

		1,639.3			1,540.2			1,709.8			1,639.3

Deferred Income Taxes		1,933.8			1,994.2			1,684.4			1,933.8

Other Long-term Liabilities		555.1			601.7			562.9			555.1

Long-term Obligations		2,064.0			2,003.2			2,031.3			2,064.0

Commitments and Contingencies (Note 10)

Incremental Convertible Debt Obligation		1.9			24.2			—			1.9

Shareholders' Equity:
Preferred stock, $100 par value, 50,000 shares authorized; none issued
Common stock, $1 par value, 1,200,000,000 shares authorized; 423,875,260 and 421,791,009 shares issued		423.9			421.8
Common stock, $1 par value, 1,200,000,000 shares authorized; 401,779,152 and 423,875,260 shares issued								401.8			423.9
Capital in excess of par value		11,140.7			11,301.3			10,019.7			11,140.7
Retained earnings		4,350.8			3,500.5			5,386.4			4,350.8
Treasury stock at cost, 14,564,637 and 3,825,245 shares		(576.5	)		(151.3	)
Treasury stock at cost, 10,409,268 and 14,564,637 shares								(490.5	)		(576.5	)
Accumulated other comprehensive items		92.0			(145.8	)		43.6			92.0

		15,430.9			14,926.5			15,361.0			15,430.9

	$	21,625.0		$	21,090.0		$	21,349.4		$	21,625.0

		Page
	PART I

Item 1.	Business	3

Item 1A.	Risk Factors	23

Item 1B.	Unresolved Staff Comments	2928

Item 2.	Properties	29

Item 3.	Legal Proceedings	30

Item 4.	~~Submission of Matters to a Vote of Security Holders~~Reserved	30

	PART II

Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	31

Item 6.	Selected Financial Data	3233

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3334

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5152

Item 8.	Financial Statements and Supplementary Data	5253

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53

Item 9A.	Controls and Procedures	53

Item 9B.	Other Information	5354

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	5455

Item 11.	Executive Compensation	5455

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5455

Item 13.	Certain Relationships and Related Transactions, and Director Independence	5455

Item 14.	Principal Accountant Fees and Services	5455

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	5556

(In millions except per share amounts)	2009 (a)		2008 (b)		2007 (c)		2006 (d)		2005 (e)

Statement of Income Data
Revenues	$	10,109.7	$	10,498.0	$	9,746.4	$	3,791.6	$	2,633.0
Operating Income		1,048.9		1,229.4		974.4		242.0		263.5
Income from Continuing Operations		851.3		975.4		766.9		164.1		198.3
Net Income		850.3		980.9		748.4		166.7		223.2
Earnings per Share from Continuing Operations:
Basic		2.06		2.33		1.82		.84		1.23
Diluted		2.01		2.24		1.73		.81		1.21
Earnings per Share:
Basic		2.06		2.34		1.77		.85		1.38
Diluted		2.01		2.25		1.69		.83		1.36

Balance Sheet Data
Working Capital	$	2,891.6	$	2,805.7	$	1,763.7	$	1,507.2	$	562.2
Total Assets		21,625.0		21,090.0		21,207.4		21,262.2		4,251.6
Long-term Obligations		2,064.0		2,003.2		1,983.7		2,097.8		468.6
Shareholders' Equity		15,430.9		14,926.5		14,463.6		13,879.1		2,793.3

(In millions)

Balance at December 31, 2007	$	50.6
Provision charged to income		34.7
Usage		(38.0	)
Acquisitions		0.3
Adjustments to previously provided warranties, net		(1.8	)
Other, net (a)		(1.7	)

Balance at December 31, 2008		44.1
Provision charged to income		38.9
Usage		(40.6	)
Acquisitions		0.5
Adjustments to previously provided warranties, net		1.9
Other, net (a)		0.4

Balance at December 31, 2009	$	45.2

			Accumulated
(Dollars in millions)	Gross		Amortization			Net

2009
Definite Lives:
Customer relationships	$	5,117.8	$	(1,381.6	)	$	3,736.2
Product technology		1,217.2		(452.2	)		765.0
Tradenames		715.6		(211.7	)		503.9
Patents		20.3		(17.7	)		2.6
Other		13.3		(10.9	)		2.4

		7,084.2		(2,074.1	)		5,010.1
Indefinite Lives:
Tradenames		1,326.9		—			1,326.9

	$	8,411.1	$	(2,074.1	)	$	6,337.0
2008
Definite Lives:
Customer relationships	$	4,751.3	$	(946.7	)	$	3,804.6
Product technology		1,055.0		(320.2	)		734.8
Tradenames		690.9		(142.7	)		548.2
Patents		20.0		(16.7	)		3.3
Other		12.3		(6.9	)		5.4

		6,529.5		(1,433.2	)		5,096.3
Indefinite Lives:
Tradenames		1,326.9		—			1,326.9

	$	7,856.4	$	(1,433.2	)	$	6,423.2

(In millions)

2010	$	554.3
2011		527.8	$	549.9
2012		518.5		540.4
2013		503.8		533.4
2014		473.0		501.0
2015 and thereafter		2,432.7
2015				484.6
2016 and thereafter				2,100.5

	$	5,010.1	$	4,709.8

(Dollars in millions)	Before Adoption		Cumulative Effect of Adoption			As Adjusted

Deferred Income Taxes	$	1,978.0	$	16.2		$	1,994.2
Long-term Obligations		2,043.5		(40.3	)		2,003.2
Incremental Convertible Debt Obligation		—		24.2			24.2
Capital in Excess of Par Value		11,273.2		28.1			11,301.3
Retained Earnings		3,528.7		(28.2	)		3,500.5

(Dollars in millions except per share amounts)	Before Adoption		Effect of Adoption			As Adjusted

2008
Other Expense, Net	$	79.8	$	21.6		$	101.4
Provision for Income Taxes		160.9		(8.3	)		152.6
Income from Continuing Operations		988.7		(13.3	)		975.4
Net Income		994.2		(13.3	)		980.9
Earnings per Share from Continuing Operations
Basic	$	2.36	$	(.03	)	$	2.33
Diluted	$	2.27	$	(.03	)	$	2.24
Earnings per Share
Basic	$	2.38	$	(.04	)	$	2.34
Diluted	$	2.29	$	(.04	)	$	2.25
Diluted Weighted Average Shares		434.8		(0.1	)		434.7

2007
Other Expense, Net	$	93.1	$	20.7		$	113.8
Provision for Income Taxes		101.7		(8.0	)		93.7
Income from Continuing Operations		779.6		(12.7	)		766.9
Net Income		761.1		(12.7	)		748.4
Earnings per Share from Continuing Operations
Basic	$	1.85	$	(.03	)	$	1.82
Diluted	$	1.76	$	(.03	)	$	1.73
Earnings per Share
Basic	$	1.81	$	(.04	)	$	1.77
Diluted	$	1.72	$	(.03	)	$	1.69
Diluted Weighted Average Shares		443.7		(0.1	)		443.6

(In millions)	Qualigens			Priority			NanoDrop			La-Pha-Pack			Other			Total

Purchase Price
Cash paid (a)	$	59.0		$	165.6		$	157.1		$	51.0		$	90.2		$	522.9
Cash acquired		—			(1.9	)		(1.3	)		(1.0	)		(2.1	)		(6.3	)

	$	59.0		$	163.7		$	155.8		$	50.0		$	88.1		$	516.6

Allocation
Current assets	$	11.3		$	17.0		$	7.9		$	11.4		$	19.7		$	67.3
Property, plant and equipment		0.1			4.5			0.2			4.1			6.0			14.9
Intangible assets:
Customer relationships		24.4			44.0			33.8			33.5			26.7			162.4
Product technology		—			—			38.6			0.5			16.8			55.9
Tradenames and other		2.7			23.0			1.8			4.2			6.2			37.9
Goodwill		24.5			106.7			76.0			12.4			31.3			250.9
Other long-term assets		—			6.9			—			0.1			—			7.0
Liabilities assumed		(4.0	)		(38.4	)		(2.5	)		(16.2	)		(18.6	)		(79.7	)

	$	59.0		$	163.7		$	155.8		$	50.0		$	88.1		$	516.6

	Shares (in millions)		Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (a) (in millions)	Shares (in millions)		Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (a) (in millions)

Outstanding at December 31, 2006	30.5	$	28.30
Granted	0.7		52.01
Exercised	(15.1)		22.90
Canceled / Expired	(0.8)		41.49

Outstanding at December 31, 2007	15.3		33.99				15.3	$	33.99
Granted	4.4		55.23				4.4		55.23
Exercised	(3.2)		26.95				(3.2)		26.95
Canceled / Expired	(0.4)		48.47				(0.4)		48.47

Outstanding at December 31, 2008	16.1		40.72				16.1		40.72
Granted	7.3		37.45				7.3		37.45
Exercised	(1.7)		31.77				(1.7)		31.77
Canceled / Expired	(1.8)		50.43				(1.8)		50.43

Outstanding at December 31, 2009	19.9		39.39	4.9			19.9		39.39
Granted							4.3		49.61
Exercised							(2.4)		31.96
Canceled / Expired							(0.8)		44.55

Vested and Unvested Expected to Vest at December 31, 2009	19.2		39.36	4.9	$	186.2
Outstanding at December 31, 2010							21.0		42.15	4.5

Exercisable at December 31, 2009	9.7		36.87	3.7	$	114.6
Vested and Unvested Expected to Vest at December 31, 2010							20.4		42.03	4.4	$ 273.6

Exercisable at December 31, 2010							10.8		39.73	3.3	$ 169.8

	Shares (in thousands)		Weighted Average Grant-Date Fair Value		Shares (in thousands)		Weighted Average Grant-Date Fair Value

Unvested at December 31, 2006	1,269		$	40.21
Granted	62			54.97
Vesting	(477	)		43.34
Forfeited	(63	)		45.07

Unvested at December 31, 2007	791			46.55	791		$	46.55
Granted	397			55.09	397			55.09
Vesting	(374	)		44.68
Vested					(374	)		44.68
Forfeited	(19	)		51.87	(19	)		51.87

Unvested at December 31, 2008	795			47.80	795			47.80
Granted	1,475			39.76	1,475			39.76
Vesting	(436	)		46.34
Vested					(436	)		46.34
Forfeited	(163	)		43.59	(163	)		43.59

Unvested at December 31, 2009	1,671			41.99	1,671			41.99
Granted					704			49.43
Vested					(499	)		42.00
Forfeited					(92	)		39.56

Unvested at December 31, 2010					1,784			45.05

	Domestic Pension Benefits						Non-U.S. Pension Benefits						Domestic Pension Benefits						Non-U.S. Pension Benefits
(In millions)	2009			2008			2009			2008			2010			2009			2010			2009

Change in Projected Benefit Obligations
Benefit Obligation at Beginning of Year	$	408.5		$	405.5		$	511.7		$	663.3		$	395.2		$	408.5		$	608.3		$	511.7
Business combination		—			—			10.4			—			—			—			4.3			10.4
Service costs		0.8			2.9			9.7			10.9			0.3			0.8			11.4			9.7
Interest costs		20.6			22.0			28.6			32.8			21.1			20.6			30.7			28.6
Curtailment		(3.1	)		(19.3	)		(2.7	)		—			—			(3.1	)		(5.9	)		(2.7	)
Plan participants' contributions		—			—			3.1			3.0			—			—			3.3			3.1
Actuarial (gains) losses		(12.1	)		23.3			31.1			(73.3	)		16.7			(12.1	)		38.8			31.1
Benefits paid		(19.5	)		(25.9	)		(21.5	)		(21.7	)		(19.7	)		(19.5	)		(24.1	)		(21.5	)
Currency translation and other		—			—			37.9			(103.3	)		—			—			(10.5	)		37.9

Benefit Obligation at End of Year	$	395.2		$	408.5		$	608.3		$	511.7		$	413.6		$	395.2		$	656.3		$	608.3

Change in Fair Value of Plan Assets
Fair Value of Plan Assets at Beginning of Year	$	292.0		$	417.1		$	368.9		$	525.9		$	347.1		$	292.0		$	475.0		$	368.9
Business combination		—			—			9.8			—			—			—			1.3			9.8
Actual return on plan assets		63.3			(99.4	)		60.4			(64.4	)		34.7			63.3			45.5			60.4
Employer contribution		11.3			0.2			27.3			17.5			0.4			11.3			21.5			27.3
Plan participants' contributions		—			—			3.1			3.0			—			—			3.3			3.1
Benefits paid		(19.5	)		(25.9	)		(21.5	)		(21.7	)		(19.7	)		(19.5	)		(24.1	)		(21.5	)
Currency translation and other		—			—			27.0			(91.4	)		—			—			(12.0	)		27.0

Fair Value of Plan Assets at End of Year	$	347.1		$	292.0		$	475.0		$	368.9		$	362.5		$	347.1		$	510.5		$	475.0

Funded Status	$	(48.1	)	$	(116.5	)	$	(133.3	)	$	(142.8	)	$	(51.1	)	$	(48.1	)	$	(145.8	)	$	(133.3	)

Accumulated Benefit Obligation	$	395.2		$	405.5		$	581.8		$	483.4		$	413.6		$	395.2		$	625.4		$	581.8

Amounts Recognized in Balance Sheet
Non-current asset	$	—		$	—		$	3.1		$	1.2		$	—		$	—		$	2.3		$	3.1
Current liability		—			—			(3.5	)		(4.0	)		—			—			(3.6	)		(3.5	)
Non-current liability		(48.1	)		(116.5	)		(132.9	)		(140.0	)		(51.1	)		(48.1	)		(144.5	)		(132.9	)

Net amount recognized	$	(48.1	)	$	(116.5	)	$	(133.3	)	$	(142.8	)	$	(51.1	)	$	(48.1	)	$	(145.8	)	$	(133.3	)

Amounts Recognized in Accumulated Other Comprehensive Loss
Net actuarial loss	$	98.1		$	146.9		$	24.4		$	31.3		$	109.3		$	98.1		$	42.0		$	24.4
Prior service credits		—			—			(0.5	)		(0.5	)		—			—			(0.5	)		(0.5	)

Net amount recognized	$	98.1		$	146.9		$	23.9		$	30.8		$	109.3		$	98.1		$	41.5		$	23.9

	SERP Benefits						Postretirement Benefits						SERP Benefits						Postretirement Benefits
(In millions)	2009			2008			2009			2008			2010			2009			2010			2009

Change in Projected Benefit Obligations
Benefit Obligation at Beginning of Year	$	12.3		$	11.5		$	31.4		$	32.9		$	11.6		$	12.3		$	32.2		$	31.4
Service costs		—			—			0.6			0.8			—			—			0.4			0.6
Interest costs		0.6			0.6			1.8			1.8			0.6			0.6			1.8			1.8
Plan participants' contributions		—			—			1.4			1.4			—			—			1.4			1.4
Actuarial (gains) losses		(0.8	)		1.3			(0.9	)		(0.7	)		0.6			(0.8	)		2.2			(0.9	)
Benefits paid		(0.5	)		(1.3	)		(3.4	)		(3.1	)		(0.4	)		(0.5	)		(3.5	)		(3.4	)
Currency translation and other		—			0.2			1.3			(1.7	)		—			—			0.4			1.3

Benefit Obligation at End of Year	$	11.6		$	12.3		$	32.2		$	31.4		$	12.4		$	11.6		$	34.9		$	32.2

Change in Fair Value of Plan Assets
Fair Value of Plan Assets at Beginning of Year	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Employer contribution		0.5			1.3			2.0			1.7			0.4			0.5			2.1			2.0
Plan participants' contributions		—			—			1.4			1.4			—			—			1.4			1.4
Benefits paid		(0.5	)		(1.3	)		(3.4	)		(3.1	)		(0.4	)		(0.5	)		(3.5	)		(3.4	)

Fair Value of Plan Assets at End of Year	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—

Funded Status	$	(11.6	)	$	(12.3	)	$	(32.2	)	$	(31.4	)	$	(12.4	)	$	(11.6	)	$	(34.9	)	$	(32.2	)

Accumulated Benefit Obligation	$	11.6		$	12.3								$	12.4		$	11.6

Amounts Recognized in Balance Sheet
Current liability	$	(0.5	)	$	(0.5	)	$	(2.3	)	$	(2.3	)	$	(0.5	)	$	(0.5	)	$	(2.1	)	$	(2.3	)
Non-current liability		(11.1	)		(11.8	)		(29.9	)		(29.1	)		(11.9	)		(11.1	)		(32.8	)		(29.9	)

Net amount recognized	$	(11.6	)	$	(12.3	)	$	(32.2	)	$	(31.4	)	$	(12.4	)	$	(11.6	)	$	(34.9	)	$	(32.2	)

Amounts Recognized in Accumulated Other Comprehensive (Income) Loss
Net actuarial (gain) loss	$	(0.2	)	$	0.6		$	(3.1	)	$	(2.0	)	$	0.4		$	(0.2	)	$	(0.5	)	$	(3.1	)
Prior service credits		—			—			(0.8	)		(0.9	)		—			—			(0.7	)		(0.8	)

Net amount recognized	$	(0.2	)	$	0.6		$	(3.9	)	$	(2.9	)	$	0.4		$	(0.2	)	$	(1.2	)	$	(3.9	)

Weighted Average Assumptions Used to Determine Benefit Obligations
Discount rate		5.50%			5.25%			5.94%			5.73%			5.25%			5.50%			5.44%			5.94%
Average rate of increase in employee compensation		4.00%			4.00%			—			—			4.00%			4.00%			—			—
Initial healthcare cost trend rate								8.59%			9.37%									7.91%			8.59%
Ultimate healthcare cost trend rate								5.62%			5.72%									5.52%			5.62%

	Pension Plans				Pension Plans
(In millions)	2009		2008		2010		2009

Pension Plans with Projected Benefit Obligations in Excess of Plan Assets
Projected benefit obligation	$	889.4	$	930.2	$	945.9	$	889.4
Fair value of plan assets		693.3		657.3		734.3		693.3

(In millions)	Increase		Decrease			Increase		Decrease

One Percentage Point
Effect in total of service and interest cost components	$	0.4	$	(0.3	)	$	0.3	$	(0.3	)
Effect on postretirement healthcare benefit obligation		3.3		(2.6	)		4.5		(3.5	)

									December 31,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)	December 31, 2009		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		2010		(Level 1)		(Level 2)		(Level 3)

Asset Category
U.S. equity funds	$	111.1	$	—	$	111.1	$	—	$	128.1	$	—	$	128.1	$	—
International equity funds		90.7		—		90.7		—		96.1		—		96.1		—
Fixed income funds		115.4		—		115.4		—		112.9		—		112.9		—
Private equity funds		14.8		—		—		14.8		13.0		—		—		13.0
Cash/money market funds		14.2		3.4		10.8		—
Money market funds										12.3		—		12.3		—
Alternative investments		0.9		—		—		0.9		0.1		—		—		0.1

Total Assets	$	347.1	$	3.4	$	328.0	$	15.7	$	362.5	$	—	$	349.4	$	13.1

	December 31,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)	2009		(Level 1)		(Level 2)		(Level 3)

Asset Category
U.S. equity funds	$	111.1	$	—	$	111.1	$	—
International equity funds		90.7		—		90.7		—
Fixed income funds		115.4		—		115.4		—
Private equity funds		14.8		—		—		14.8
Money market funds		14.2		—		14.2		—
Alternative investments		0.9		—		—		0.9

Total Assets	$	347.1	$	—	$	331.4	$	15.7

(In millions)	Private Equity Funds			Alternative Investments			Total

Balance at December 31, 2008	$	15.4		$	14.5		$	29.9
Actual return on plan assets:
Relating to assets held at reporting date		(1.4	)		0.4			(1.0	)
Relating to assets sold/distributed during period		0.1			—			0.1
Purchases, capital contributions, sales and settlements		0.7			(14.0	)		(13.3	)

Balance at December 31, 2009	$	14.8		$	0.9		$	15.7

(In millions)	Fair Value		Unfunded Commitments		Redemption Frequency (if Currently Eligible)	Redemption Notice Period	Fair Value		Unfunded Commitments		Redemption Frequency (if Currently Eligible)	Redemption Notice Period

Asset Category
U.S. equity funds	$	111.1	$	—	At least monthly	No more than 3 days	$	128.1	$	—	At least monthly	No more than 3 days
International equity funds		90.7		—	At least monthly	No more than 3 days		96.1		—	At least monthly	No more than 3 days
Fixed income funds		115.4		—	At least monthly	No more than 3 days		112.9		—	At least monthly	No more than 3 days
Private equity funds		14.8		2.1	Restricted	Restricted		13.0		1.0	Restricted	Restricted
Money market funds		10.8		—	Daily	Daily		12.3		—	Daily	Daily
Alternative investments		0.9		—	Restricted	Restricted		0.1		—	Restricted	Restricted

	$	343.7	$	2.1			$	362.5	$	1.0

									December 31,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In millions)	December 31, 2009		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		2010		(Level 1)		(Level 2)		(Level 3)

Asset Category
Equity funds	$	222.5	$	39.1	$	183.4	$	—	$	249.0	$	49.0	$	200.0	$	—
Fixed income funds		166.0		18.8		147.2		—		176.1		20.4		155.7		—
Insurance contracts		79.3		—		79.3		—		82.0		—		82.0		—
Cash / money market funds		7.2		7.0		0.2		—		3.4		3.2		0.2		—

Total Assets	$	475.0	$	64.9	$	410.1	$	—	$	510.5	$	72.6	$	437.9	$	—

	2.50% Senior Convertible Notes		Floating Rate Senior Convertible Debentures		3.25% Senior Convertible Notes		Potential Share Increase

Principal Outstanding (In millions)	$	13.0	$	326.5	$	329.3
Conversion Price per Share		23.73		29.55		40.20
Trigger Price		28.48		38.41		48.24

Future Common Stock Price	Total Potential Shares (In millions)				Total Potential Shares (in millions)

$23.73	—	—	—	—
$24.73	—	—	—	—
$29.55	0.1	—	—	0.1
$30.55	0.1	0.4	—	0.5
$40.20	0.2	2.9	—	3.1	—
$41.20	0.2	3.1	0.2	3.5	0.2
$45.00	0.3	3.8	0.9	5.0	0.9
$50.00	0.3	4.5	1.6	6.4	1.6
$55.00	0.3	5.1	2.2	7.6	2.2
$60.00	0.3	5.6	2.7	8.6	2.7
$65.00	0.3	6.0	3.1	9.4	3.1
$70.00	0.4	6.4	3.5	10.3	3.5

(In millions)

2010	$	117.9
2011		3.2	$	105.7
2012		352.1		351.9
2013		4.6		4.6
2014		407.2		401.7
2015 and thereafter		1,317.8
2015				708.8
2016 and thereafter				530.9

		2,202.8		2,103.6
Less: Unamortized discount		11.8		3.8
Fair value of interest rate hedge		9.5
Add: Fair value of interest rate hedge				37.3

	$	2,181.5	$	2,137.1

(In millions)	December 31, 2008		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Assets
Cash equivalents	$	560.8	$	560.8	$	—	$	—
Investments in mutual funds, unit trusts and other similar instruments		24.0		24.0		—		—
Insurance contracts		21.3		—		21.3		—
Auction rate securities		5.7		—		—		5.7
Marketable equity securities		1.0		1.0		—		—
Derivative contracts		3.3		—		3.3		—

Total Assets	$	616.1	$	585.8	$	24.6	$	5.7

Liabilities
Derivative contracts	$	4.0	$	—	$	4.0	$	—

Total Liabilities	$	4.0	$	—	$	4.0	$	—

(In millions)	Market Value		Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value of Investments with Unrealized Losses		Market Value		Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses

2010
Mutual Fund and Unit Trust Investments											$	32.0	$	26.1	$	5.9	$	—
Auction Rate Securities												4.6		5.3		—		0.7

											$	36.6	$	31.4	$	5.9	$	0.7

2009
Mutual Fund and Unit Trust Investments	$	31.2	$	26.9	$	4.3	$	—	$	—	$	31.2	$	26.9	$	4.3	$	—
Auction Rate Securities		5.4		6.0		—		0.6		5.4		5.4		6.0		—		0.6

	$	36.6	$	32.9	$	4.3	$	0.6	$	5.4	$	36.6	$	32.9	$	4.3	$	0.6

2008
Marketable Equity Securities	$	1.0	$	1.0	$	—	$	—	$	—
Mutual Fund and Unit Trust Investments		23.2		21.4		1.8		—		—
Auction Rate Securities		5.7		6.6		—		0.9		5.4

	$	29.9	$	29.0	$	1.8	$	0.9	$	5.4

	Contingent Consideration
(In millions)	2010			2009

Beginning Balance	$	0.6		$	—
Additions (See Note 2)		23.5			0.6
Payments		(0.7	)		—
Change in fair value included in earnings		5.2			—
Currency translation		0.1			—

Ending Balance	$	28.7		$	0.6

	Fair Value – Assets				Fair Value – Liabilities				Fair Value – Assets				Fair Value – Liabilities
(In millions)	2009		2008		2009		2008		2010		2009		2010		2009

Derivatives Designated as Hedging Instruments
Interest rate swaps (a)	$	—	$	—	$	9.5	$	—	$	37.3	$	—	$	—	$	9.5
Derivatives Not Designated as Hedging Instruments
Foreign currency exchange contracts (b)		4.5		3.3		0.8		4.0		2.8		4.5		3.5		0.8

Total derivatives	$	4.5	$	3.3	$	10.3	$	4.0	$	40.1	$	4.5	$	3.5	$	10.3

	Gain (Loss) Recognized
(In millions)	2009			2008

Derivatives Designated as Fair Value Hedges
Interest rate contracts	$	1.4		$	—
Derivatives Not Designated as Fair Value Hedges
Foreign currency exchange contracts		(6.9	)		50.9

(In millions)	Analytical Technologies		Laboratory Products and Services			Corporate		Total

Cost of Revenues	$	4.7	$	2.0		$	—	$	6.7
Selling, General and Administrative Expenses		2.1		(0.6	)		—		1.5
Restructuring and Other Costs, Net		37.2		21.7			1.9		60.8

	$	44.0	$	23.1		$	1.9	$	69.0

(In millions)	Balance at Beginning of Year		Provision Charged to Expense		Accounts Recovered		Accounts Written Off			Other (a)			Balance at End of Year

Allowance for Doubtful Accounts

Year Ended December 31, 2009	$	43.1	$	7.3	$	1.0	$	(6.7	)	$	2.5		$	47.2

Year Ended December 31, 2008	$	49.5	$	5.5	$	0.2	$	(11.9	)	$	(0.2	)	$	43.1

Year Ended December 31, 2007	$	45.0	$	7.6	$	0.5	$	(11.1	)	$	7.5		$	49.5


(In millions)			Balance at Beginning of Year		Established As Cost of Acquisitions		Activity Charged to Reserve			Other (b)			Balance at End of Year

Accrued Acquisition Expenses

Year Ended December 31, 2009			$	1.8	$	—	$	(0.6	)	$	(0.9	)	$	0.3

Year Ended December 31, 2008			$	9.5	$	0.7	$	(3.8	)	$	(4.6	)	$	1.8

Year Ended December 31, 2007			$	35.4	$	14.3	$	(37.5	)	$	(2.7	)	$	9.5


(In millions)			Balance at Beginning of Year		Provision Charged to Expense (d)		Activity Charged to Reserve			Other (e)			Balance at End of Year

Accrued Restructuring Costs (c)

Year Ended December 31, 2009			$	20.8	$	61.8	$	(50.8	)	$	0.4		$	32.2

Year Ended December 31, 2008			$	19.4	$	37.5	$	(35.6	)	$	(0.5	)	$	20.8

Year Ended December 31, 2007			$	19.6	$	39.6	$	(40.4	)	$	0.6		$	19.4