SEC Comment Letter for THERMO FISHER SCIENTIFIC INC. (TMO) (CIK 0000097745) (TMO) — Apr 11, 2013
THERMO FISHER SCIENTIFIC INC. (TMO) (CIK 0000097745)
Date: April 11, 2013 · CIK: 0000097745 · Accession: 0000000000-13-019511
AI Filing Summary & Sentiment
Reasoning
Letter
April 11, 2013 Via E -Mail Mr. Peter M. Wilver Senior Vice President and Chief Financial Officer Thermo Fisher Scientific Inc. 81 Wyman Street Waltham, MA 02451
Re: Thermo Fisher Scientific Inc. Form 10-K for the year ended December 31, 201 2 Filed February 27 , 2013 File No. 1-08002
Dear Mr. Wilver :
We have reviewed your filing and have the following comment s. We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. In some of our comments, we may ask you to provide us with information so we may better und erstand your disclosure.
Please respond to this letter within ten business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstanc es, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may have additional comments.
Form 10-K for the year ended Decem ber 31, 2012
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 43
1. We note from page F -42 that at December 31, 201 2, you hold a cumulative total of $5.42 billion of undistributed earnings in non -U.S. subsidiaries that you plan to reinvest outside the U.S. indefinitely. As we note that your cash and cash equivalents and short -term investments totaled $855.3 million at that date, please tell us the amount of cash and equivalents as well as liquid investments held by your foreign subsidiaries at December 31, 2012 and quantify the amount that would not be available for use in the U.S. without incurring U.S taxes.
Mr. Peter M. Wilver Thermo Fisher Scientific Inc. April 11, 201 3 Page 2
2. Further , as we note from pages 23 and F -25 that the majority of your operations and property, plant and equipment are in the U.S., please discuss for us the impact on your liquidity and capital positions if cash and cash equivalents as well as liquid investments held by your foreign subsidiaries were not available for use in the U.S. Similarly, discuss the impact of income tax liabilities you would incur if you were to repatriate the cash and cash equivalents as well as liquid investments held by your foreign sub sidiaries to the U.S.
3. You disclose on page F -42 that you plan to keep these amounts permanently reinvested overseas “except for instances where the company can remit such earnings to the U.S. without an associated net tax cost.” Please describe to us the circumstances under which this would be possible and tell us whether you have had these instances of remittances in the last three fiscal years.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact David Burton, Staff Accountant , at (202) 551 -3626 or Kate Tillan, Assistant Chief Accountant , at (202) 551 -3604 if you have questions regarding these comments. In this regard, do not hesitate to contact me at (202) 551 -3671.
Sincerely,
/s/ Kate Tillan for
Show Raw Text
April 11, 2013
Via E -Mail
Mr. Peter M. Wilver
Senior Vice President and Chief Financial Officer
Thermo Fisher Scientific Inc.
81 Wyman Street
Waltham, MA 02451
Re: Thermo Fisher Scientific Inc.
Form 10-K for the year ended December 31, 201 2
Filed February 27 , 2013
File No. 1-08002
Dear Mr. Wilver :
We have reviewed your filing and have the following comment s. We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents. In some of our comments, we may ask you to
provide us with information so we may better und erstand your disclosure.
Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstanc es, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10-K for the year ended Decem ber 31, 2012
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 43
1. We note from page F -42 that at December 31, 201 2, you hold a cumulative total of $5.42
billion of undistributed earnings in non -U.S. subsidiaries that you plan to reinvest outside
the U.S. indefinitely. As we note that your cash and cash equivalents and short -term
investments totaled $855.3 million at that date, please tell us the amount of cash and
equivalents as well as liquid investments held by your foreign subsidiaries at December
31, 2012 and quantify the amount that would not be available for use in the U.S. without
incurring U.S taxes.
Mr. Peter M. Wilver
Thermo Fisher Scientific Inc.
April 11, 201 3
Page 2
2. Further , as we note from pages 23 and F -25 that the majority of your operations and
property, plant and equipment are in the U.S., please discuss for us the impact on your
liquidity and capital positions if cash and cash equivalents as well as liquid investments
held by your foreign subsidiaries were not available for use in the U.S. Similarly, discuss
the impact of income tax liabilities you would incur if you were to repatriate the cash and
cash equivalents as well as liquid investments held by your foreign sub sidiaries to the
U.S.
3. You disclose on page F -42 that you plan to keep these amounts permanently reinvested
overseas “except for instances where the company can remit such earnings to the U.S.
without an associated net tax cost.” Please describe to us the circumstances under which
this would be possible and tell us whether you have had these instances of remittances in
the last three fiscal years.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company
acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
You may contact David Burton, Staff Accountant , at (202) 551 -3626 or Kate Tillan,
Assistant Chief Accountant , at (202) 551 -3604 if you have questions regarding these comments.
In this regard, do not hesitate to contact me at (202) 551 -3671.
Sincerely,
/s/ Kate Tillan for
Martin James
Senior Assistant Chief Accountant
cc (e -mail): Peter E. Hornstra
Chief Accounting Officer