Thermo Fisher Scientific Inc. (TMO)
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AGM 2013

May 22, 2013

Jim Manzi
Chairman of the Board, Thermo Fisher Scientific

Good afternoon. I'd like to invite you to take your seats. I'd like to welcome all of you and call to order the 2013 annual meeting of the stockholders of Thermo Fisher Scientific. My name is Jim Manzi. I'm your chairman. I'd like to introduce eight of our outside directors who are here today and ask them to just acknowledge who they are. Mr. Nelson Chai, Dr. Martin Harris, Ms. Judy Lewent, Mr. Tom Lynch, Mr. Bill Parrett, Mr. Lars Sørensen, Mr. Scott Sperling, and Ms. Elaine Ullian. They're all present today. We'll first conduct the formal portion of our annual meeting of stockholders. Marc Casper, our Chief Executive Officer, will then update you on the company's business, followed by a little bit of time for questions and answers, if there are any.

This format will allow us to complete the official part of the business, the formal part, and move on to matters of general interest. Seth Hoogasian, our General Counsel and Secretary, will now introduce the company's auditors and the inspector of the election, review the procedures for the annual meeting, report on the quorum of the meeting, and present the voting proposals and results. Mr. Hoogasian will file proof of notice of this meeting with the minutes. Seth?

Seth H. Hoogasian
Senior Vice President and General Counsel, Thermo Fisher Scientific

Thank you, Jim. Before we begin, I'd like to introduce the representatives of our auditing firm, PricewaterhouseCoopers LLP, who are attending today's meeting. Bob Speer and Ken Richardson are present here. They're available to answer any questions you may have regarding the financial statements of the company. I'd also like to introduce our company inspector of election, Thomas Watt from Broadridge Financial Solutions, who has taken the oath of office. I want to review the meeting protocol for today's meeting. As Jim mentioned, time has been reserved for questions after Marc's remarks. If you wish to ask a question, raise your hand, and we'll get you a microphone. Please state your name and your status as a stockholder and your affiliation. The meeting is being webcast live and will be archived on our website, thermofisher.com, through June 14th, 2013.

To reach a replay of the meeting on our website, click on Investors, on Webcasts and Presentations. Could somebody help advance? The slide's not advancing. Can you advance manually? There we go. Various remarks that we may make at today's meeting about the company's future expectations, plans, and prospects constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in our Form 10-Q for the quarter ended March 30th, 2013, under the caption Risk Factors, which is on file with the Securities and Exchange Commission. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.

Therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today. During this meeting, we will be referring to certain financial measures not prepared in accordance with generally accepted accounting principles, or GAAP. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures is available under the heading GAAP, non-GAAP Reconciliation and Financial Information in the Investors section of our website, thermofisher.com. As indicated in the notice of meeting that was mailed to all stockholders, we're here today to consider the following business items. One is the election of directors for a one-year term expiring at the next annual meeting, or until his or her successor has been elected and qualified, or until his or her earlier removal, resignation, or death.

We also have an advisory vote on executive compensation, adoption of our 2013 stock incentive plan, adoption of our 2013 annual incentive award plan, and ratification of the selection of PricewaterhouseCoopers as the company's independent auditors for 2013. We'll consider each item in turn in the same order that they appear in the notice of meeting. The polls for each matter will open when the matter is called to a vote and will remain open until we announce that the polls are closed. No ballots or proxies or revocations of, or changes to ballots or proxies will be accepted after the polls are closed. I will announce the results of the voting on each matter following the tabulation of the voting. Voting at today's annual meeting is by proxy.

However, if anyone has not voted their shares of the company and would like to do so now, or has voted their shares but wishes to revoke their proxy or change their vote, please raise your hand and we'll provide you with a ballot. All right. I don't see any hands, we'll proceed to the next statement. 89% of the shares of the company outstanding on the record date, April 1st, 2013, are represented here today in person or through representation by proxy, and that does constitute a quorum for the transaction of business at today's meeting. Jim, do you want to run through the next items?

Jim Manzi
Chairman of the Board, Thermo Fisher Scientific

The first matter to be voted is the election of directors. The eight nominees for election are C. Martin Harris, Judy C. Lewent, myself, Lars Sørensen, Elaine Ullian, Marc Casper, Nelson Chai, and Tyler Jacks. Is there any discussion before we proceed to the vote? We'll now proceed to the vote. Anyone voting in person should complete the portion of their ballot covering this matter. The next matter to be voted on is the advisory vote on executive compensation. Again, is there any discussion before we proceed to the vote? Proceeding to the vote. Anyone voting in person, again, should complete this portion of their ballot covering this matter. The next matter will be voted on is the approval of our 2013 stock incentive plan. I don't see discussion. We'll proceed to the vote. The next matter to be voted is the approval of our 2013 annual incentive award plan.

Opportunity for discussion. We'll proceed to the vote. The final matter to be voted is the ratification of the selection of PricewaterhouseCoopers LLP as the company's independent auditors for the current fiscal year. Is there a discussion of this matter? We'll proceed to the vote on this. This concludes the business items on the agenda for the annual meeting. The polls, I will declare now closed, and I'll ask Mr. Hoogasian to collect the ballots and tabulate the votes. We now have a preliminary report of the results of the meeting, which I will ask Mr. Hoogasian to read.

Seth H. Hoogasian
Senior Vice President and General Counsel, Thermo Fisher Scientific

The preliminary tally of proxies shows that each of the nominees for director received the majority of the votes cast by stockholders entitled to vote at the meeting, that the advisory vote on executive compensation received more than the affirmative vote of a majority of the shares present or represented and entitled to vote at the meeting and voting affirmatively or negatively on the matter. That the management proposal to approve the company's 2013 stock incentive plan received more than the affirmative vote of a majority of the shares present or represented and entitled to vote at the meeting and voting affirmatively or negatively on the matter, and otherwise satisfied the New York Stock Exchange requirements.

That the management proposal to approve the company's 2013 annual incentive award plan received more than the affirmative vote of a majority of the shares present or represented and entitled to vote at the meeting and voting affirmatively or negatively on the matter. Lastly, that the management proposal to ratify the audit committee's selection of PricewaterhouseCoopers LLP as the company's auditors for 2013 received more than the affirmative vote of a majority of the shares present or represented and entitled to vote at the meeting and voting affirmatively or negatively on the matter. Mr. Chairman, this completes my voting report.

Jim Manzi
Chairman of the Board, Thermo Fisher Scientific

Thanks, Seth. I declare that the nominees for director for the one-year term expiring in 2014 of Thermo Fisher Scientific have been elected. The advisory vote proposal on executive compensation has been approved, that the proposal to approve the company's 2013 stock incentive plan has also been approved, that the proposal to approve the company's 2013 annual incentive plan has been approved, that the proposal to ratify the selection of PricewaterhouseCoopers LLP as the company's independent auditors for 2013 has also been approved. The final results will be published in a current report on Form 8-K as filed by the company with the SEC. This concludes the formal portion of our meeting. I'd now like to ask Marc Casper, our CEO, to come up and give us a state of the union, as it were, about your company, Thermo Fisher, and its prospects for the future. Thanks. Marc?

Marc N. Casper
CEO, Thermo Fisher Scientific

Thank you, Jim. It's a pleasure to be here today in New York and to give you a brief update on the company and certainly take any questions that you might have. Thermo Fisher Scientific, we're the world leader in serving science. We are currently 39,000 colleagues operating in 40 countries around the world, about $13 billion in revenue. Best known for our leadership in terms of scale and our unique depth of capabilities. We have three leading brands, Thermo Scientific, Fisher Scientific, and Unity Lab Services. Our vision for 2020 is something that we talked about last year, we use it as a measure of the progress we're making against our long-term goals.

Our goal is to continue to build out our leadership position, to make sure that our technologies make a significant difference for our customers. That we continue to build our presence in the high-growth regions of the world, in Asia Pacific and emerging markets, and ultimately become one of the world's most admired companies and deliver strong financial performance for our shareholders. When we had our annual meeting to kick off with our executives in the first week of January, we went through our performance over the last few years, clearly, we're making steady progress in achieving our long-term objectives. That really is because of the commitment of the 39,000 colleagues at Thermo Fisher Scientific to ensure we build out our industry leadership. As a company, we play a profound role in society. We enable our customers to make the world healthier, cleaner, and safer.

We do that through working to help our pharmaceutical customers discover new drugs, or whether it's the environmental customers to ensure that the air that we breathe is clean, or with regulators to ensure that the food that we eat is safe. As a company, we have three operating segments. They're all related. It highlights our unique scale and depth of capabilities. Our largest segment, Lab Products and Services, is focused on creating better innovation and more productivity for our customers through our leading channel, our strength in lab consumables and lab equipment, and our fast-growing biopharma services business. 30% of our revenue is analytical technologies. It is our instruments and biosciences portfolio focused on the research applications as well as routine applications in applied markets such as food safety.

Finally, a quarter of our revenue is in Specialty Diagnostics, where we're very much focused on improving patient care by bringing out novel new clinical diagnostic products. We have a good financial track record across all the key metrics, good revenue growth, translating that 6% revenue growth into 14% adjusted EPS growth over the last five years on an average basis, continuing to improve our return on invested capital. When you look at the key financial metrics that we measure our success by, a very steady track record of building shareholder value. I wanted to highlight three aspects of our growth platforms or our growth strategies, the first of which is on innovation. We spent about $400 million this year on innovation, what we're really focused on is making sure our leading technology platforms continue to evolve and make a difference for our customers.

Mass spectrometry, one of our biggest businesses, we have redefined that category of technologies through our Orbitrap platform. Next month in June, we will be launching the next generation Orbitrap at the American Society for Mass Spectrometry. We have a very incredible suite of technologies within the company, one of the things that we're focused on in the middle part of this slide is about creating new markets, and that's taken what historically has been lab-based tools and applying them outside the laboratory to bring high-value information right to the point of need. Examples would be TruNarc, police departments determining whether something is a narcotic, or our newest product, microPHAZIR, which is used in agricultural settings, primarily in measuring the quality of feed and the safety of feed for cattle. We think that's a real good growth opportunity going forward.

Finally, the convergence of life science tools and diagnostics, where we're taking tools that historically would be used for research purposes and moving them into the clinic, we think they're a very significant growth opportunity going forward. The second aspect of our growth is around the very unique value proposition we have for our customers. The fact that we have the scale and depth of capabilities allows us to grow aggressively. We've had great success with our biopharmaceutical customers, having grown to a $3 billion presence just with that customer set alone. We really are known as a problem solver for those customers as opposed to just a supplier.

We are taking that experience that we've built over the last seven years and applying it to a number of other industries such as medical devices, contract testing labs, and academic institutions to take those learnings and help our customers navigate the economic environment that we're living in. The final aspect of our growth strategy is around emerging markets. Today, 21% of our revenue comes from high-growth regions around the world, our objective is to have by 25% revenue from those regions by the next five years. We are focused on building momentum in China, continuing to accelerate our presence in South Korea and Russia as examples, then going to the next tier of markets like Turkey, where we see significant opportunities for long-term growth. Capital deployment is focused on creating shareholder value.

Historically, from 2010 through 2012, about a third of our capital deployment has been return of capital to our shareholders through share buybacks and dividends, about two-thirds of our capital deployment has been around strategic acquisitions, a number of which are listed on the chart as well. Our acquisition strategy is around enhancing the company's strategic position, improving our value proposition from a customer perspective, clearly creating shareholder value through M&A, as measured by return on invested capital. We announced a month ago an acquisition of Life Technologies. It is a significant acquisition to build out our industry leadership. It will bring on almost $4 billion of revenue when we close the transaction in early 2014. Life Technologies is a leader in genetic analysis, very complementary to our strength in proteomics, and they bring a number of outstanding brands to the Thermo Fisher family.

Let me conclude my remarks before we go to Q&A with back to the vision. We have great ambitions for 2020, and when you really step back and think about it, we're very focused on our customers, and as we do that well, we know that will create shareholder value. With that, I would be happy to take any questions that you would have.

Speaker 4

Is this working?

Marc N. Casper
CEO, Thermo Fisher Scientific

Yes, it is. Perfect.

Speaker 4

I have two questions. One is, given your scope around the world-

What is the attraction of Lithuania?

Marc N. Casper
CEO, Thermo Fisher Scientific

Yes. About three years ago, we bought a leading business in Lithuania, an enzyme and bioscience reagents producer. What we have found in our experience, and certainly the opportunity that we're working with the prime minister, the government, the heads of the universities there, we're the local company. Us and IBM are the two main employers in the country from the business community. We get the best students. They're really, really excited to come there. And because it's part of the EU, we have all the intellectual property protections that the EU gives us. It's really quite a good place to be, and we're investing. We just built out a very large facility. We have a huge number of PhD scientists there and think we can serve the European market effectively from there.

Speaker 4

The other question I have is, do you have a specific dividend policy, and if so, what is it?

Marc N. Casper
CEO, Thermo Fisher Scientific

Yeah. We initiated a dividend in 2012. It was the first dividend in the company's history. We increased the dividend at the end of 2012. What our plan is, it's still young for us. Our plan is to grow that dividend as our earnings grow. Over time, after we've done that for years, we'll probably have more of a policy. I think you should think about it as our earnings grow, our board will likely visit the situation of a dividend and look at increasing it over time. Thank you. Other questions? With that, I'll turn it back over to Jim.

Jim Manzi
Chairman of the Board, Thermo Fisher Scientific

Thank you, Marc. I have the privilege of thanking you again for coming, closing the meeting, and saying we look forward to seeing you and maybe a couple of your friends here next year. Thanks.