Thermo Fisher Scientific (TMO) 10-K risk factor changes: FY2020 vs FY2019

[removed: Business](#ia4e53197f4474b54989a693185df29ab_13)] [added: Business](#i6322bc1fdd8045f890c4ba8806713dd3_13)] under the caption “Forward-looking Statements”.

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 [removed: revenue] [added: revenues] and operating results would suffer.

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 [removed: revenue.][added: revenues.]

Our business is affected by general economic conditions and related uncertainties affecting markets in which we operate. Our business is affected by general economic conditions, both inside and outside the U.S. If the global economy and financial markets, or economic conditions in Europe, the U.S. or other key markets, [removed: are unstable,] [added: continue to be unstable (including as a result of the COVID-19 pandemic),] it could adversely affect the business, results of operations and financial condition of the company and its customers, distributors, and suppliers, having the effect of

Our growth [removed: could] [added: would] suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality. Our growth depends in part on the growth of the markets which we serve.

Any decline or lower than expected growth in our served markets [removed: could] [added: would] diminish demand for our products and services, which would adversely affect our financial statements.

In [removed: 2019,] [added: 2020,] currency translation had [removed: an unfavorable] [added: a favorable] effect of [removed: $440] [added: $133] million on revenues due to the [removed: strengthening] [added: weakening] of the U.S. dollar relative to other currencies in which the company sells products and services.

- the impact of public health [removed: epidemics] [added: epidemics/pandemics] on the global economy, such as the [removed: coronavirus currently impacting China;][added: COVID-19 pandemic;]

For example, on January 31, 2020, the United Kingdom formally withdrew from the European Union, or EU [added: (commonly referred to as “Brexit”)] and [added: on December 24, 2020, the U.K. and EU announced they had] entered [removed: a transition period during which it will negotiate] [added: into] a [removed: trade] [added: post-Brexit] deal [removed: with the EU.][added: on certain aspects of trade and other strategic and political issues.]

[removed: In] addition, competitors may design around our technology or develop competing technologies.

For example, we manufacture pharmaceuticals and many of our instruments are marketed to the [added: pharmaceutical industry for use in discovering and developing drugs.]

Any such failure could, among other things, lead to increased costs, lost [removed: revenue,] [added: revenues,] reimbursement to customers for lost drug product, registered intermediates, registered starting materials, and active pharmaceutical ingredients, other customer claims, damage to and possibly termination of existing customer relationships, time and expense spent investigating the cause and, depending on the cause, similar losses with respect to other batches or products.

As a result of these acquisitions, we recorded significant goodwill and indefinite-lived intangible assets (primarily tradenames) on our balance sheet, which amount to approximately [removed: $25.71] [added: $26.04] billion and [removed: $1.25] [added: $1.24] billion, respectively, as of December 31, [removed: 2019.][added: 2020.]

In addition, we have definite-lived intangible assets totaling [removed: $12.76] [added: $11.45] billion as of December 31, [removed: 2019.][added: 2020.]

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 [removed: revenue] [added: revenues] 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.

[removed: We are required to comply with a wide variety of laws and regulations, and are subject to regulation by various federal, state and foreign agencies. We are subject to various local, state, federal, foreign and transnational laws and regulations, which include the operating and security standards of the U.S. Federal] Drug [removed: Administration (the FDA), the U.S. Drug] Enforcement Agency (the DEA), various state boards of pharmacy, state health departments, the U.S. Department of Health and Human Services (the DHHS), the European Medicines Agency (the EMA), in Europe, the EU member states and other comparable agencies and, in the future, any changes to such laws and regulations could adversely affect us.

We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the handling, transportation and manufacture of substances that could be classified as hazardous, and we are required to [added: comply with various import laws and export control and economic sanctions laws, which may affect our transactions with certain customers.]

For example, [removed: in December 2019, a strain of coronavirus surfaced in Wuhan, China which] [added: as described above, the COVID-19 pandemic has impacted and] could have a material adverse effect on our business and results of operations.

We may incur unexpected costs from increases in fuel and raw material prices, which could reduce our earnings and cash [removed: flow.] [added: flows.] Our primary commodity exposures are for fuel, petroleum-based resins and steel.

[added: If] these or other suppliers encounter financial, operating or other difficulties or if our relationship with them changes, we might not be able to quickly establish or qualify replacement sources of supply.

The supply chains for our businesses could also be disrupted by supplier capacity constraints, bankruptcy or exiting of the business for other reasons, decreased availability of key raw materials or commodities and external events such as natural disasters, pandemic health [removed: issues,] [added: issues such as COVID-19,] war, terrorist actions, governmental actions and legislative or regulatory changes.

We also rely on our information technology systems to process, transmit and store electronic information (including sensitive data such as confidential business information and personally identifiable data relating to employees, customers and other business partners) and to manage or support a variety of critical business processes and activities (such as interacting with suppliers, selling our products and services, fulfilling orders and billing, collecting and making payments, shipping products, [removed: providing services and support to customers, tracking customer activity, fulfilling contractual obligations and otherwise conducting business).]

Our [removed: debt] [added: existing and future indebtedness] may restrict our investment opportunities or limit our [removed: activities.] [added: activities and negatively impact our credit ratings.] As of December 31, [removed: 2019,] [added: 2020,] we had approximately [removed: $17.75] [added: $21.74] billion in outstanding indebtedness.

In addition, we have availability to borrow under a revolving credit facility that provides for up to [removed: $2.50] [added: $3.00] billion of unsecured multi-currency revolving credit.

The covenants in [removed: our revolving credit facility (the Facility)] [added: the Facility] include a Consolidated [removed: Leverage Ratio (total debt-to-Consolidated EBITDA) and a Consolidated] [added: Net] Interest Coverage Ratio (Consolidated EBITDA to Consolidated [added: Net] Interest Expense), as such terms are defined in the Facility.

Specifically, the company has agreed that, so long as any lender has any commitment under the Facility, any letter of credit is outstanding under the Facility, or any loan or other obligation is outstanding under the Facility, it will maintain a [removed: maximum] [added: minimum] Consolidated [removed: Leverage] [added: Interest Coverage] Ratio of [removed: 3.5:1.0.][added: 3.5:1.0 as of the last day of any fiscal quarter.]

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 [added: the impact of public health epidemics/pandemics like COVID-19,] 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 [removed: acceleration of the debt under that instrument and require us to prepay that debt before its scheduled due date.]

Industry and Economic Risks

We are subject to risks associated with public health crises and epidemics/pandemics, such as the COVID-19 pandemic. Our global operations expose us to risks associated with public health crises and epidemics/pandemics, such as COVID-19.

The global spread of COVID-19 has created significant volatility, uncertainty and worldwide economic disruption, resulting in an economic slowdown of potentially extended duration.

COVID-19 has had an adverse impact on certain of our operations, supply chains and distribution systems, including as a result of impacts associated with preventive and precautionary measures that we, other businesses and governments are taking.

Due to these impacts and measures, we have experienced significant and unpredictable reductions as well as increases in demand for certain of our products.

Many employers in the United States and Europe are continuing to require their employees to work from home or not go into their offices.

If the pandemic continues and conditions worsen, we could experience a decline in sales activities and customer orders in certain of our businesses, and it remains uncertain what impact these declines would have on future sales and customer orders once conditions begin to improve.

In addition to existing travel restrictions, countries may continue to close or decline to reopen borders, impose prolonged quarantines, and further restrict travel, which would significantly impact our ability to support our sites and customers in those locations and the ability of our employees to get to their places of work to produce products, or significantly hamper our products from moving through the supply chain.

As a result, COVID-19 may materially adversely affect revenue growth in certain of our businesses, and it is uncertain how materially COVID-19 will affect our global operations generally if these impacts were to persist or worsen over an extended

period of time.

The extent and duration of the impacts are uncertain and dependent in part on customers returning to work and economic activity ramping up.

The company has mobilized to support the COVID-19 response with products and services that help diagnose the virus as well as assisting customers to develop potential therapeutics and vaccines used to protect from the virus.

Our ability to continue to manufacture products is highly dependent on our ability to maintain the safety and health of our factory employees.

The ability of our employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19.

While we are following the requirements of governmental authorities and taking preventative and protective measures to prioritize the safety of our employees, these measures may not be successful, and we may be required to temporarily close facilities or take other measures.

While we are staying in close communication with our sites, employees, customers and suppliers and acting to mitigate the impact of this dynamic and evolving situation, the duration and extent of the effect of COVID-19 on the company is not determinable.

In addition, several of the company’s businesses have had an increase in revenues due to sales of products addressing diagnosis and treatment of COVID-19.

While these positive impacts are expected to continue into 2021, the duration and extent of future revenues from such sales are uncertain and dependent primarily on customer testing demand.

Business Risks

Operational Risks

providing services and support to customers, tracking customer activity, fulfilling contractual obligations and otherwise conducting business).

Legal, Quality and Regulatory Risks

We are required to comply with a wide variety of laws and regulations, and are subject to regulation by various federal, state and foreign agencies. We are subject to various local, state, federal, foreign and transnational laws and regulations, which include the operating and security standards of the U.S. Federal Drug Administration (the FDA), the U.S.

In

Risks Relating to Financial Profile

THERMO FISHER SCIENTIFIC INC.

Risk Factors (continued)

acceleration of the debt under that instrument and require us to prepay that debt before its scheduled due date.

pharmaceutical industry for use in discovering and developing drugs.

comply with various import laws and export control and economic sanctions laws, which may affect our transactions with certain customers.

The effects could include restrictions on our ability to travel to support our sites in China or our customers located there, disruptions in our ability to distribute products, and/or temporary closures of our facilities in China or the facilities of our suppliers or customers.

Related disruption, inside or outside of China, to our operations or the operations of our suppliers or customers would likely impact our sales and operating results.

At this point, the extent to which the coronavirus may impact our results of operations is uncertain.

If

The company has also agreed that so long as any lender has any commitment under the Facility or any letter of credit is outstanding under the Facility, or any loan or other obligation is outstanding under the Facility, it will maintain a minimum Consolidated Interest Coverage Ratio of 3.0:1.0 as of the last day of any fiscal quarter.

Reference is made throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations to Notes to the [Consolidated Financial [removed: Statements](#ia4e53197f4474b54989a693185df29ab_115),] [added: Statements](#i6322bc1fdd8045f890c4ba8806713dd3_115),] which begin on page F-1 of this report.

Management's discussion and analysis of financial condition and results of operations for [removed: 2017] [added: 2018] is included in Item 7 of the company’s [removed: 2018] [added: 2019] [Annual Report on Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/97745/000009774519000007/a201810k.htm)] [added: 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/97745/000009774520000009/tmo-20191231.htm)] filed with the Securities and Exchange Commission.

The company’s operations fall into four segments [removed: (see Note] [added: (Note] 4): Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics and Laboratory Products and Services.

The company’s principal recent acquisitions and [removed: divestiture] [added: divestitures] are described below.

The acquisition [removed: expands] [added: expanded] the segment’s contract manufacturing capabilities.

| (Dollars in millions) | | | | | | [removed: 2019 | | | | | | | | | | | |] [added: 2020] | | | | | | [removed: 2018] | | | | | | [added: 2019] | | | | | | | | |

| Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Life Sciences Solutions | | | | | | $ | [removed: 6,856] [added: 12,168] | | | | | [removed: 26.8] [added: 37.8] | | % | | | | $ | [removed: 6,269] [added: 6,856] | | | | | [removed: 25.7] [added: 26.8] | | % | [removed: | | | | | | | | | | | |]

| Analytical Instruments | | | | | | [removed: 5,522] [added: 5,124] | | | | | | [removed: 21.6] [added: 15.9] | | % | | | | [removed: 5,469] [added: 5,522] | | | | | | [removed: 22.5] [added: 21.6] | | % | [removed: | | | | | | | | | | | |]

| Specialty Diagnostics | | | | | | [removed: 3,718] [added: 5,343] | | | | | | [removed: 14.6] [added: 16.6] | | % | | | | [removed: 3,724] [added: 3,718] | | | | | | [removed: 15.3] [added: 14.6] | | % | [removed: | | | | | | | | | | | |]

| Laboratory Products and Services | | | | | | [removed: 10,599] [added: 12,245] | | | | | | [removed: 41.5] [added: 38.0] | | % | | | | [removed: 10,035] [added: 10,599] | | | | | | [removed: 41.2] [added: 41.5] | | % | [removed: | | | | | | | | | | | |]

| Eliminations | | | | | | [removed: (1,153)] [added: (2,662)] | | | | | | [removed: (4.5)] [added: (8.3)] | | % | | | | [removed: (1,139)] [added: (1,153)] | | | | | | [removed: (4.7)] [added: (4.5)] | | % | [removed: | | | | | | | | | | | |]

| | | | | | | $ | [removed: 25,542] [added: 32,218] | | | | | 100 | | % | | | | $ | [removed: 24,358] [added: 25,542] | | | | | 100 | | % | [removed: | | | | | | | | | | | |]

Sales increased [removed: $153] [added: $78] million due to acquisitions, net of a divestiture.

The [removed: unfavorable] [added: favorable] effects of currency translation resulted in [removed: a decrease] [added: an increase] in revenues of [removed: $440] [added: $133] million in [removed: 2019.][added: 2020.]

Aside from the effects of acquisitions/divestitures and currency translation, revenues increased [removed: $1.47] [added: $6.47] billion [removed: (6%)] [added: (25%)] primarily due to increased demand.

[removed: AND RESULTS OF OPERATIONS][added: Overview of Results of Operations and Liquidity (continued)]

In [removed: 2019,] [added: 2020,] total company operating income and operating income margin were [removed: $4.59] [added: $7.79] billion and [removed: 18.0%,] [added: 24.2%,] respectively, compared with [removed: $3.78] [added: $4.59] billion and [removed: 15.5%,] [added: 18.0%,] respectively, in [removed: 2018.][added: 2019.]

The increase in operating income was primarily due to profit on higher [removed: sales, the] [added: sales and, to a lesser extent, sales mix, offset in part by a] gain on the sale of the Anatomical Pathology business [removed: and, to a lesser extent, productivity improvements, net of inflationary cost increases.][added: included in the 2019 period and strategic growth investments in 2020.]

The company’s references to strategic growth investments generally refer to targeted spending for enhancing commercial capabilities, including expansion of geographic sales reach and e-commerce platforms, marketing initiatives, expanded service and operational infrastructure, focused research [added: and development] projects and other expenditures to enhance the customer [removed: experience.][added: experience, as well as incentive compensation and recognition for employees.]

The company recorded a [removed: $374 million] provision for income taxes [added: of $374 million] in 2019 [added: (effective tax rate of 9.2%)] including $191 million related to the gain on the sale of the Anatomical Pathology business.

In 2019, the company recorded a $62 million income tax benefit related to a foreign exchange loss for tax purposes on certain intercompany financing [removed: arrangements,] [added: arrangements;] implemented foreign tax credit planning in Sweden which resulted in $75 million of foreign tax credits, with no related incremental U.S. income tax [removed: expense,] [added: expense;] and recorded a $79 million income tax benefit related to the deferred tax implications of intra-entity transactions which included a tax benefit to release a valuation allowance against net operating losses previously determined to be unrealizable.

The effective tax rate in both [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] was also affected by relatively significant earnings in lower tax jurisdictions.

Due primarily to the non-deductibility of intangible asset amortization for tax purposes, the company’s cash payments for income taxes were higher than its income tax expense for financial reporting purposes and totaled [removed: $896 million] [added: $1.32 billion] and [removed: $591 million] [added: $0.90 billion] in [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

The company expects its effective tax rate in [removed: 2020] [added: 2021] will be between [removed: 8%] [added: 11%] and [removed: 10%] [added: 13%] based on currently forecasted rates of profitability in the countries in which the company conducts business and expected generation of foreign tax credits.

[removed: Income from continuing operations] [added: Net income] increased to [removed: $3.70] [added: $6.38] billion in [removed: 2019,] [added: 2020,] from [removed: $2.94] [added: $3.70] billion in [removed: 2018] [added: 2019] principally due to [added: the] increase in operating income in [removed: 2019] [added: 2020] (discussed above) offset in part by [removed: $184 million of losses on] the [removed: early extinguishment of debt] [added: increase] in [removed: 2019 (Note 10).][added: the income tax provision.]

During [removed: 2019,] [added: 2020,] the company’s cash flow from operations totaled [removed: $4.97] [added: $8.29] billion compared with [removed: $4.54] [added: $4.97] billion for [removed: 2018.][added: 2019.]

The increase primarily resulted from higher [added: cash provided by] income [removed: before amortization and depreciation and] [added: and, to a lesser extent,] lower investment in working capital in [removed: the 2019 period.][added: 2020.]

The company has a revolving credit facility with a bank group that provides up to [removed: $2.50] [added: $3.00] billion of unsecured multi-currency revolving [removed: credit.][added: credit (Note 10).]

[removed: If the company borrows under this facility, it intends to leave undrawn an amount] equivalent to outstanding commercial paper to provide a source of funds in the event that commercial paper markets are not available.

As of December 31, [removed: 2019,] [added: 2020,] no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by approximately [removed: $72] [added: $31] million as a result of outstanding letters of credit.

The company believes that its existing cash and cash equivalents of [removed: $2.40] [added: $10.33] billion as of December 31, [removed: 2019] [added: 2020] and its future cash flow from operations together with available borrowing capacity under its revolving credit agreement will be sufficient to meet the cash requirements of its existing businesses for the foreseeable future, including at least the next 24 months.

The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, [removed: revenue] [added: revenues] and expenses and related disclosure of contingent liabilities.

Definite-lived intangible assets totaled [removed: $12.76] [added: $11.45] billion at December 31, [removed: 2019.][added: 2020.]

The company evaluates goodwill and indefinite-lived intangible assets for impairment annually and when events occur or circumstances change that would [removed: more-likely-than-not] [added: more likely than not] reduce the fair value of the asset below its carrying amount.

Goodwill and indefinite-lived intangible assets totaled [removed: $25.71] [added: $26.04] billion and [removed: $1.25] [added: $1.24] billion, respectively, at December 31, [removed: 2019.][added: 2020.]

[removed: For reporting units where the company performed the quantitative goodwill impairment test, indications] [added: Indications] of fair value based on projections of profitability and on peer revenues and earnings trading multiples were sufficient to conclude that no impairment of goodwill or indefinite-lived intangible assets existed at the end of the tenth fiscal month of [removed: 2019,] [added: 2020,] the date of the company’s annual impairment testing.

There can be no assurance, however, that an economic downturn will not materially adversely affect peer trading multiples and the [removed: company’s businesses such that they do not achieve their forecasted profitability and these assets become impaired.]

[added: For those tax] positions where it is more likely than not that a tax benefit will be sustained, the company has recorded the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.

The company’s liability for these unrecognized tax benefits totaled [removed: $1.55] [added: $1.09] billion at December 31, [removed: 2019.][added: 2020.]

The company mobilized in early 2020 to support the COVID-19 pandemic response with products and services that help analyze, diagnose and protect from the virus.

However, the company saw a significant reduction in customer activity in several businesses by late March 2020 that materially adversely affected primarily the 2020 results of the Analytical Instruments segment and, to a lesser extent, some businesses within the company’s other three segments.

The extent and duration of the negative impacts continuing into 2021 are uncertain and dependent in part on the success of global efforts to control the pandemic and economic activity ramping up.

The company believes the impacted businesses’ long-term prospects remain excellent given the company’s attractive markets served, its industry-leading position and proven growth strategy.

Several of the company’s businesses have had a significant increase in revenues due to sales of product and services addressing diagnosis and treatment of COVID-19, including test kits and, to a lesser extent, products and services for therapy and vaccine development and manufacturing.

While these positive impacts are expected to continue into 2021, the duration and extent of future revenues from such sales are uncertain and dependent primarily on customer testing demand.

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Sales in 2020 were $32.22 billion, an increase of $6.68 billion from 2019.

Sales of products that address COVID-19 testing and treatment totaled $6.63 billion in 2020, and were offset in part by lower revenues in the remainder of the business during the first half of 2020.

Sales were particularly strong in diagnostic and healthcare markets, due to demand for products supporting customers diagnosing the COVID-19 virus, offset in part by lower sales of other products due to pandemic-related impacts on customer activity.

Sales were also strong to customers in pharma and biotech markets where demand was strong for products and services and pandemic-related demand for therapies and vaccines also contributed to growth.

Sales to customers in industrial markets decreased primarily due to lower demand from weakened economic conditions related to COVID-19.

Sales to these customers returned to positive growth in the fourth quarter of 2020.

Sales to academic and government customers decreased due primarily to closure of academic labs during the global pandemic.

Sales to these customers returned to positive growth in the third quarter of 2020.

Sales growth was particularly strong in North America and Europe and, to a lesser extent, in the Asia-Pacific region.

Productivity improvements are calculated net of inflationary cost increases.

The company recorded a provision for income taxes of $850 million in 2020 (effective tax rate of 11.8%).

In 2020, the company implemented foreign tax credit planning in Sweden which resulted in $96 million of foreign tax credits, with no related incremental U.S. income tax expense and also recorded a net income tax benefit of $51 million from a domestication transaction involving the transfer of non-U.S. subsidiaries to the U.S.; a $47 million income tax benefit related to a foreign exchange loss for tax purposes on certain intercompany financing arrangements; and a $27 million tax benefit from tax audit settlements.

As of December 31, 2020, the company’s short-term debt totaled $2.63 billion, substantially all of which was redeemed in January 2021.

If the company borrows under this facility, it intends to leave undrawn an amount

The company performed the quantitative goodwill impairment test for all of its reporting units and indefinite-lived intangible assets.

company’s businesses such that they do not achieve their forecasted profitability and these assets become impaired.

| Analytical Instruments | | | | | | 5,124 | | | | | | 5,522 | | | | | | (398) | | | | | | 39 | | | | | | — | | | | | | (437) | | |

| Specialty Diagnostics | | | | | | 5,343 | | | | | | 3,718 | | | | | | 1,625 | | | | | | 14 | | | | | | (121) | | | | | | 1,732 | | |

| Eliminations | | | | | | (2,662) | | | | | | (1,153) | | | | | | (1,509) | | | | | | (1) | | | | | | 15 | | | | | | (1,523) | | |

| Consolidated Revenues | | | | | | $ | 32,218 | | | | | $ | 25,542 | | | | | $ | 6,676 | | | | | $ | 133 | | | | | $ | 78 | | | | | $ | 6,465 | |

Sales in 2020 were $32.22 billion, an increase of $6.68 billion from 2019.

The favorable effects of currency translation resulted in an increase in revenues of $133 million in 2020.

Sales of products that address COVID-19 testing and treatment totaled $6.63 billion in 2020, and were offset in part by lower revenues in the remainder of the business during the first half of 2020.

Sales were particularly strong in diagnostic and healthcare markets, due to demand for products supporting customers diagnosing the COVID-19 virus, offset in part by lower sales of other products due to pandemic-related impacts on customer activity.

Sales were also strong to customers in pharma and biotech markets where demand was strong for products and services and pandemic-related demand for therapies and vaccines also contributed to growth.

Sales to customers in industrial markets decreased primarily due to lower demand from weakened economic conditions related to COVID-19.

Sales to these customers returned to positive growth in the fourth quarter of 2020.

Sales to academic and government customers decreased due primarily to closure of academic labs during the global pandemic.

Sales to these customers returned to positive growth in the third quarter of 2020.

Sales growth was particularly strong in North America and Europe and, to a lesser extent, in the Asia-Pacific region.

On October 25, 2018, the company acquired, within the Life Sciences Solutions segment, Becton Dickinson and Company's Advanced Bioprocessing business for $477 million in cash.

This North America-based business adds complementary cell culture products that expand the segment’s bioproduction offerings to help customers increase yield during production of biologic drugs.

The Advanced Bioprocessing business reported revenues of $100 million in 2017.

The sale of this business resulted in a pre-tax gain of approximately $478 million, included in restructuring and other (income) costs, net.

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Sales in 2019 were $25.54 billion, an increase of $1.18 billion from 2018.

Sales to customers in each of the company’s primary end markets grew with particular strength in sales to customers in the biotech and pharmaceutical industry.

Sales growth was strong in each of the company’s primary geographic areas in 2019.

In the fourth quarter of 2019, sales to industrial customers declined and sales growth in Asia was modest due to weaker end market conditions off of a strong fourth quarter in 2018.

THERMO FISHER SCIENTIFIC INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

These increases were offset in part by strategic growth investments, sales mix and unfavorable foreign currency exchange.

The company recorded a $324 million provision for income taxes in 2018 including a net provision of $68 million to adjust the estimated initial effects of the Tax Cuts and Jobs Act of 2017 (the Tax Act) recorded in 2017, consisting of an incremental provision of $117 million offset in part by a $49 million reduction of related unrecognized tax benefits established in 2017.

These adjustments were required based on new U.S. Treasury guidance and further analysis of available tax accounting methods and elections, legislative updates, regulations, earnings and profit computations and foreign taxes.

In 2018, the provision for income taxes also included a $71 million charge to establish a valuation allowance against net operating losses that will not be utilized as a result of the 2019 sale of the Anatomical Pathology business.

As of December 31, 2019, the company’s short-term debt totaled $676 million, including $672 million of senior notes due within the next twelve months.

For those tax

| Consolidated Revenues | | | | | | $ | 25,542 | | | | | $ | 24,358 | | | | | $ | 1,184 | | | | | $ | (440) | | | | | $ | 153 | | | | | $ | 1,471 | |

* Currency Translation/Other for the Laboratory Products and Services segment includes a reduction of revenue of $60 million for the impact of a change in the method of reporting certain intersegment sales with no impact on consolidated results.

The company also recorded $17 million of charges to cost of revenues primarily for the sale of inventories revalued at the date of acquisition, and $62 million of net charges to selling, general and administrative expenses, principally transaction and integration-related costs related to acquisitions and a divestiture.

In addition, the company recorded $52 million of cash restructuring charges, net, primarily for employee severance and abandoned facilities costs associated with the closure and consolidation of facilities in the U.S. and Europe (see Note 16).

In 2018, the company recorded restructuring and other costs, net, of $91 million, including $12 million of charges to cost of revenues primarily for the sale of inventories revalued at the date of acquisition.

The company recorded $29 million of net charges to selling, general and administrative expenses, primarily for third-party transaction and integration costs associated with recent and pending acquisitions, offset in part by income from favorable results of product liability litigation.

In addition, the company recorded $88 million of cash restructuring costs, in its continued effort to streamline operations, including severance at several businesses and abandoned facility expenses at businesses that have been or are being consolidated in the U.S. and Europe.

The company also recorded $38 million of other income, net, principally for resolution of a litigation matter.

As of February 26, 2020, the company has identified restructuring actions that will result in additional charges of approximately $65 million, primarily in 2020, and expects to identify additional actions during 2020 which will be recorded when specified criteria are met, such as communication of benefit arrangements or when the costs have been incurred.

Approximately 25% of the additional charges will be incurred in the Life Sciences Solutions segment, 30% in the Analytical Instruments segment, 35% in the Laboratory Products and Services segment, and 10% in the Specialty Diagnostics segment.

| Eliminations | | | | | | (1,153) | | | | | | (1,139) | | | | | | 1 | | % |

The increase in revenue at existing businesses was primarily due to increased demand in each of the segment's principal businesses with particular strength in sales of bioproduction and biosciences products.

*Analytical Instruments*

The increase in revenue at existing businesses was due to increased demand for products sold by each of the segment's primary businesses with particular strength in chromatography and mass spectrometry instruments.

Sales decreased in the fourth quarter of 2019 due to industrial end market conditions off of a strong fourth quarter of 2018.

The increase resulted primarily from profit on higher sales and productivity improvements, net of inflationary cost increases.

*Specialty Diagnostics*

These decreases were offset in part by profit on higher sales and, to a lesser extent, productivity improvements, net of inflationary cost increases.

Following multi-year extensions of several expiring licensing arrangements with commercial partners, segment revenues and operating income in 2020 will both be unfavorably affected by approximately $30 million.

*Laboratory Products and Services*

Sales increased $604 million (6%) due to higher revenues at existing businesses and $187 million due to acquisitions.

A change in the method of reporting certain intersegment sales reduced segment revenues by $60 million with no impact to consolidated results.

The currency-exchange contracts principally hedge transactions denominated in Swiss franc, euro, [removed: Canadian dollars, Swedish kronor,] British pounds sterling, [added: Canadian dollars, Hong Kong dollars,] Japanese yen and Czech koruna.

As of December 31, [removed: 2019,] [added: 2020,] the company’s debt portfolio was comprised primarily of fixed rate borrowings.

The total estimated fair value of the company’s debt at December 31, [removed: 2019] [added: 2020] was [removed: $18.67] [added: $24.67] billion [removed: (see Note] [added: (Note] 14).

If interest rates were to decrease by 100 basis points, the fair value of the company’s debt at December 31, [removed: 2019] [added: 2020] would increase by approximately [removed: $1.49] [added: $1.52] billion.

If interest rates were to increase by 100 basis points, the fair value of the company’s debt at December 31, [removed: 2019] [added: 2020] would decrease by approximately [removed: $1.50] [added: $1.92] billion.

In [removed: 2019,] [added: 2020,] a 100 basis point increase in interest rates on the swap arrangements and variable-rate debt would have increased the company’s annual pre-tax interest expense by approximately [removed: $16] [added: $14] million.

The functional currencies of the company’s international subsidiaries are principally denominated in [added: euro,] British pounds sterling, Swedish kronor, [removed: euro,] Canadian dollars, Swiss franc, Norwegian kroner and Danish kroner.

A 10% depreciation in year-end [removed: 2019] [added: 2020] functional currencies, relative to the U.S. dollar, would result in a reduction of shareholders’ equity of [removed: $1.14] [added: approximately $1.22] billion.

A 10% depreciation in year-end [removed: 2019] [added: 2020] non-functional currency exchange rates related to the company’s contracts would result in an additional unrealized loss on forward currency-exchange contracts of [removed: $243] [added: $410] million.

A 10% appreciation in year-end [removed: 2019] [added: 2020] non-functional currency exchange rates related to the company’s contracts would result in an unrealized gain on forward currency-exchange contracts of [removed: $203] [added: $348] million.

[added: 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.

A 10% depreciation in the related year-end [removed: 2019] [added: 2020] non-functional currency exchange rates applied to such cash balances would result in a negative impact of [removed: $32] [added: $18] million on the company’s net income.

The

Quantitative and Qualitative Disclosures About Market Risk (continued)

Our global team of more than [removed: 75,000] [added: 80,000] colleagues delivers [removed: a unique] [added: an unrivaled] combination of innovative technologies, purchasing convenience and pharmaceutical services through our industry-leading brands, including Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services and Patheon.

Our goal is to make our customers more productive in an increasingly competitive business environment, and [removed: to allow] [added: enable] them to solve their challenges, from complex research to improved patient care, environmental and process monitoring, and consumer safety.

Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements, including without limitation statements regarding: projections of [removed: revenue,] [added: revenues,] expenses, earnings, margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position; cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions or divestitures; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; [added: the expected impact of the COVID-19 pandemic on the company’s business;] and any other statements that address events or developments that Thermo Fisher intends or believes will or may occur in the future.

A number of important factors could cause the results of the company to differ materially from those indicated by such forward-looking statements, including those detailed under the heading, “[Risk [removed: Factors](#ia4e53197f4474b54989a693185df29ab_16)”] [added: Factors](#i6322bc1fdd8045f890c4ba8806713dd3_16)”] in Part I, Item 1A.

Through our Life Sciences Solutions segment, we provide an extensive portfolio of reagents, instruments and consumables used in biological and medical research, discovery and production of new drugs and vaccines as well as diagnosis of [added: infection and] disease.

These products and services are used by customers in pharmaceutical, biotechnology, agricultural, clinical, [removed: academic, and government markets.]

Our biosciences business includes reagents, instruments and consumables that help our customers conduct biological and medical research, discover new drugs and vaccines, [removed: and, in the case of some specific products, the diagnosis of disease.][added: and diagnose infection and disease, such as COVID-19.]

Many of these products are also used in applied markets, including agriculture, forensics, diagnostics product development, [removed: and] toxicology [removed: research.][added: research and diagnostic testing.]

Our genetic sciences business combines a wide variety of instruments and related reagents used to provide high-value genomic solutions to assist customer decisions in the research, [removed: clinical] [added: clinical, healthcare] and applied markets.

Our offerings include real-time PCR technology used to identify changes in gene expression, genotyping or proteins on an individual gene-by-gene [removed: basis;] [added: basis and for diagnostic testing to identify infection and disease such as COVID-19;] capillary electrophoresis (CE) sequencing, a core technology used in DNA sequencing and fragment analysis and forensic analysis applications; and microarray technology, used in gene expression, genotyping and reproductive health.

The business is focused on targeted sequencing solutions for research [removed: use and] [added: use,] the application of NGS in [removed: oncology.][added: oncology and companion diagnostics.]

Our triple quadrupole systems provide high performance quantitative analysis of chemicals in biological fluids, environmental samples and food [removed: matrices.]

Our portable elemental analyzers use X-ray fluorescence (XRF) [removed: technology for identifying] [added: or Laser-induced breakdown spectroscopy technologies in QA/QC applications, to identify] metal alloys in scrap metal recycling; [removed: QA/QC;] [added: in] precious metals analysis; [added: in] environmental analysis; and [added: for] lead screening in a range of consumer products.

Our DualBeam focused ion beam-scanning electron microscope systems are used for sample [added: preparation, 3D characterization, nanoprototyping, and industrial failure analysis.]

In particular, we provide products used for [added: COVID-19 testing,] drugs-of-abuse testing; therapeutic drug monitoring, including immunosuppressant drug testing; thyroid hormone testing; serum toxicology; clinical chemistry; immunology; hematology; coagulation; glucose tolerance testing; first trimester screening; tumor markers testing; and biomarkers testing for sepsis, acute myocardial infarction and congestive heart failure.

[added: Our products help customers worldwide to diagnose] infectious disease; determine appropriate antimicrobial therapy; implement effective infection control programs; and detect microbial contamination of their products or manufacturing facilities.

We also offer sample preparation and storage products such as centrifugation consumables as well as vials and organization systems for ultralow temperature and cryogenic storage, with specific products designed for low protein binding and low DNA binding and containers for packaging [added: life science and diagnostic reagents as well for the storage and transport of bulk intermediates and active pharmaceutical ingredients.]

We go to market through our expert sales force, segment-relevant printed collateral and digital content in [removed: five] [added: four] languages, a state-of-the-art website, www.fishersci.com, containing full product content for more than 1.5 million products, and our global network of resellers and distributors.

Our education products include science-related and laboratory products for the K-12 and secondary education [removed: market.][added: markets.]

We provide development and manufacturing services for small molecule APIs and the biologically active component of pharmaceutical products [removed: under current good manufacturing practice (cGMP) conditions from early development through commercial production.]

We differentiate ourselves by our breadth of dosage forms and specialized [added: capabilities in both oral solid and sterile dosage forms.]

Our portfolio includes innovative technologies for genetic sequencing and real-time, digital and end point [removed: polymerase chain reaction (PCR),] [added: PCR,] that are used to determine meaningful genetic information in applications such as [added: COVID-19 testing,] cancer diagnostics, human identification testing, and animal health, as well as inherited and infectious disease.

[removed: Raw Materials][added: *Raw Materials*]

[removed: Patents,] [added: *Patents,] Licenses and [removed: Trademarks][added: Trademarks*]

In 2019, the company and another responsible party signed a proposed consent [removed: decree that, once approved by] [added: decree, which] the [removed: court, requires] [added: U.S. government entered in 2020, requiring] the parties to finance and perform the required remediation work with USEPA oversight.

Accrued liabilities for environmental matters totaled [removed: $66] [added: $71] million at December 31, [removed: 2019.][added: 2020.]

As a result we believe that our ultimate liability with respect to environmental matters will not have a material adverse effect on our financial position, results of [added: operations or cash flows.]

[removed: In addition, our logistics activities must comply with the rules and] regulations of the Department of Transportation, the Federal Aviation Administration and similar foreign agencies.

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 [removed: revenue] [added: revenues] associated with these customers.

[removed: In addition, paper copies] of these documents may be obtained free of charge by writing to the company care of its Investor Relations Department at our principal executive office located at 168 Third Avenue, Waltham, Massachusetts 02451.

| Marc N. Casper | | | | | | [removed: 51] [added: 52] | | | | | | Chairman, President and Chief Executive Officer (2001) | | | President and Chief Executive Officer (2009-2020) Chief Operating Officer (2008-2009) Executive Vice President (2006-2009) | | |

| Mark P. Stevenson | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President and Chief Operating Officer (2014) | | | Executive Vice President and President, Life Sciences Solutions (2014-2017) President and Chief Operating Officer, Life Technologies Corporation (2008-2014) | | |

| Michel Lagarde | | | | | | [removed: 46] [added: 47] | | | | | | Executive Vice President (2017) | | | Senior Vice President and President, Pharma Services (2017-2019) President and Chief Operating Officer, Patheon N.V. (2016-2017) Managing Director, JLL Partners* (2008-2016) | | |

| Michael A. Boxer | | | | | | [removed: 58] [added: 59] | | | | | | Senior Vice President and General Counsel (2018) | | | Executive Vice President and Group General Counsel, Luxottica Group S.p.A. (2011-2017) | | |

| Stephen Williamson | | | | | | [removed: 53] [added: 54] | | | | | | Senior Vice President and Chief Financial Officer (2015) | | | Vice President, Financial Operations (2008-2015) | | |

| Peter E. Hornstra | | | | | | [removed: 60] [added: 61] | | | | | | Vice President and Chief Accounting Officer (2001) | | | Corporate Controller (1996-2007) | | |

In 2020, we worked with our customers to respond to the COVID-19 pandemic.

This important work crossed many of the business segments we describe below.

Very early in the year, cryo-electron microscopes made by our Analytical Instruments business were used by researchers to create the first 3D image of the virus.

Through our Research and Safety Market Channel and Healthcare Market Channel we were a critical supplier of personal protective equipment (PPE), leveraging our strong relationships to secure these products when supplies were scarce.

Through our Life Sciences Solutions, Specialty Diagnostics and Laboratory Products businesses, we enabled widespread COVID-19 testing, creating a leading molecular diagnostic business in just a few months to support hundreds of millions of polymerase chain reaction (PCR) tests around the world.

And through our Pharma Services business, we provided our pharma and biotech customers with the set of products and services they needed to develop and produce vaccines and therapies.

healthcare, academic, and government markets.

matrices.

We go to market through our expert sales force, segment-relevant printed collateral and digital content, and a state-of-the-art website, www.fishersci.com/healthcare, containing full product content for more than 1.5 million products.

under current good manufacturing practice (cGMP) conditions from early development through commercial production.

Resources

Government Regulation

*Environmental Regulations*

In 2018, the USEPA issued a Record of Decision, setting forth the scope of required remediation work at the site, which includes upgrading a water treatment plant to address constituents such as chlorinated organic compounds, 1,4-dioxane, and perfluorooctanoic acid/perfluorooctane sulfonate (PFOA/PFOS).

*Other Laws and Regulations*

In addition, our logistics activities must comply with the rules and

Human Capital

The success of Thermo Fisher Scientific is fueled by colleagues who are highly engaged and feel empowered to achieve their goals.

Everything we do starts with our Mission – to enable our customers to make the world healthier, cleaner and safer.

Our colleagues understand the role they play in fulfilling that Mission and that inspires them to bring their best to work each day.

Our Mission is not only a differentiator for us externally, but a motivator for us internally.

Our culture is rooted in our 4i Values of Integrity, Intensity, Innovation and Involvement.

Within this framework, we strive to create a safe, fair and positive working environment for our colleagues around the world.

We want our teams to feel they have a stake in our success, a voice in our direction and to be empowered to make a difference for the key stakeholders we serve.

Every year, we conduct an Employee Involvement Survey to solicit direct feedback from our colleagues on what we’re doing well and where we need to improve.

We then compile the feedback to measure our progress using three key indices: Leadership, Involvement and Inclusion.

In 2020, 84 percent of our workforce completed the survey, and we saw marked improvement in each index and across every survey question, despite the challenges brought on by the pandemic.

Our continued focus on enhancing our culture helps position our company to be an even better place to work.

We are committed to building the strongest team in our industry, focusing on developing and retaining our colleagues, while leveraging our leadership to attract new colleagues to our company.

Of our more than 80,000 colleagues globally, as of December 31, 2020, approximately 42,000 were based in the Americas region, 12,000 were in the Asia-Pacific region, and 26,000 were in Europe, the Middle East and Africa (EMEA).

*Diversity and Inclusion*

We recognize that the future aspirations outlined in our Vision for 2030, which serves as our long-term roadmap, will only be achievable if we have a culture that values diversity and inclusion.

While diversity of gender and ethnicity are important – and we’re focused on continuously improving– for us, diversity of backgrounds, experiences and viewpoints is equally vital to our long-term success.

When those differences are welcomed and supported, we create an inclusive workplace that unlocks the true benefits of diversity.

Diversity and Inclusion is not an initiative at Thermo Fisher Scientific.

It’s woven into the fabric of our culture, and our colleagues are encouraged to openly share the wide range of perspectives they represent.

We work together to create an inclusive culture where our colleagues feel they belong and are empowered to contribute, collaborate and innovate.

Embracing individual differences is critical to our success.

For example, Thermo Fisher was named a Best Place to Work for LGBTQ Equality for the sixth consecutive year in 2020.

Establishing this kind of environment is critical in empowering our colleagues so they can contribute their best ideas and bring their true selves to work each day.

For example, in April 2019, we acquired, within the Laboratory Products and Services segment, Brammer Bio, expanding our contract manufacturing capabilities to include a full-range of viral vector development and manufacturing services.

Thermo Fisher is a Delaware corporation and was incorporated in 1956.

The company completed its initial public offering in 1967 and was listed on the New York Stock Exchange in 1980.

preparation, 3D characterization, nanoprototyping, and industrial failure analysis.

In June 2019, the company sold its Anatomical Pathology business, previously reported in this segment.

The business offered products primarily for cancer diagnosis and medical research in histology, cytology and hematology applications.

Our products help customers worldwide to diagnose

life science and diagnostic reagents as well for the storage and transport of bulk intermediates and active pharmaceutical ingredients.

capabilities in both oral solid and sterile dosage forms.

Working Capital Requirements

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

Dependency on a Single Customer

There is no single customer the loss of which would have a material adverse effect on our business.

No customer accounted for more than 5% of our total revenues in any of the past three years.

Backlog

Our backlog of firm orders at year-end 2019 and 2018 was as follows:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (In millions) | | | | | | 2019 | | | | | | 2018 | | |

| Life Sciences Solutions | | | | | | $ | 893 | | | | | $ | 647 | |

| Analytical Instruments | | | | | | 2,198 | | | | | | 2,243 | | |

| Specialty Diagnostics | | | | | | 172 | | | | | | 187 | | |

| Laboratory Products and Services | | | | | | 4,577 | | | | | | 2,042 | | |

| Eliminations | | | | | | (72) | | | | | | (32) | | |

| | | | | | | $ | 7,768 | | | | | $ | 5,087 | |

We believe that approximately 63% of our backlog at the end of 2019 will be filled during 2020.

Environmental Matters

In 2018, the USEPA issued a Record of Decision, including the scope of required remediation work based on findings of this study.

operations or cash flows.

Regulatory Affairs

Number of Employees

We have more than 75,000 employees.

| Syed A. Jafry | | | | | | 56 | | | | | | Senior Vice President and President, Regions (2019) | | | Senior Vice President, Asia-Pacific and Emerging Markets (2011-2017) | | |

See “Note 12 to our Consolidated Financial Statements – [removed: Commitments] [added: [Commitments] and [removed: Contingencies.”][added: Contingencies](#i6322bc1fdd8045f890c4ba8806713dd3_187).”]

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, [removed: 2019] [added: 2020] or

| [removed: Floating Rate] [added: 2.375%] Notes due [removed: 2020] [added: 2032] | | | | | | TMO [removed: /20A] [added: 32] | | | | | | New York Stock Exchange | | |

As of June [removed: 28, 2019,] [added: 26, 2020,] the aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately [removed: $117,442,498,000] [added: $138,639,543,000] (based on the last reported sale of common stock on the New York Stock Exchange Composite Tape reporting system on June [removed: 28, 2019).][added: 26, 2020).]

As of February [removed: 1, 2020,] [added: 6, 2021,] the Registrant had [removed: 398,828,389] [added: 393,793,362] shares of Common Stock outstanding.

Sections of Thermo Fisher’s definitive Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Shareholders are incorporated by reference into Parts II and III of this report.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2019][added: 2020]

| [Item [removed: 1.](#ia4e53197f4474b54989a693185df29ab_13)] [added: 1.](#i6322bc1fdd8045f890c4ba8806713dd3_13)] | | | [removed: [Business](#ia4e53197f4474b54989a693185df29ab_13)] [added: [Business](#i6322bc1fdd8045f890c4ba8806713dd3_13)] | | | [removed: [3](#ia4e53197f4474b54989a693185df29ab_13)] [added: [3](#i6322bc1fdd8045f890c4ba8806713dd3_13)] | | |

| [Item [removed: 1A.](#ia4e53197f4474b54989a693185df29ab_16)] [added: 1A.](#i6322bc1fdd8045f890c4ba8806713dd3_16)] | | | [Risk [removed: Factors](#ia4e53197f4474b54989a693185df29ab_16)] [added: Factors](#i6322bc1fdd8045f890c4ba8806713dd3_16)] | | | [removed: [14](#ia4e53197f4474b54989a693185df29ab_16)] [added: [15](#i6322bc1fdd8045f890c4ba8806713dd3_16)] | | |

| [Item [removed: 1B.](#ia4e53197f4474b54989a693185df29ab_19)] [added: 1B.](#i6322bc1fdd8045f890c4ba8806713dd3_19)] | | | [Unresolved Staff [removed: Comments](#ia4e53197f4474b54989a693185df29ab_19)] [added: Comments](#i6322bc1fdd8045f890c4ba8806713dd3_19)] | | | [removed: [21](#ia4e53197f4474b54989a693185df29ab_19)] [added: [23](#i6322bc1fdd8045f890c4ba8806713dd3_19)] | | |

| [Item [removed: 2.](#ia4e53197f4474b54989a693185df29ab_22)] [added: 2.](#i6322bc1fdd8045f890c4ba8806713dd3_22)] | | | [removed: [Properties](#ia4e53197f4474b54989a693185df29ab_22)] [added: [Properties](#i6322bc1fdd8045f890c4ba8806713dd3_22)] | | | [removed: [21](#ia4e53197f4474b54989a693185df29ab_22)] [added: [23](#i6322bc1fdd8045f890c4ba8806713dd3_22)] | | |

| [Item [removed: 3.](#ia4e53197f4474b54989a693185df29ab_25)] [added: 3.](#i6322bc1fdd8045f890c4ba8806713dd3_25)] | | | [Legal [removed: Proceedings](#ia4e53197f4474b54989a693185df29ab_25)] [added: Proceedings](#i6322bc1fdd8045f890c4ba8806713dd3_25)] | | | [removed: [21](#ia4e53197f4474b54989a693185df29ab_25)] [added: [23](#i6322bc1fdd8045f890c4ba8806713dd3_25)] | | |

| [Item [removed: 4.](#ia4e53197f4474b54989a693185df29ab_28)] [added: 4.](#i6322bc1fdd8045f890c4ba8806713dd3_28)] | | | [Mine Safety [removed: Disclosures](#ia4e53197f4474b54989a693185df29ab_28)] [added: Disclosures](#i6322bc1fdd8045f890c4ba8806713dd3_28)] | | | [removed: [21](#ia4e53197f4474b54989a693185df29ab_28)] [added: [23](#i6322bc1fdd8045f890c4ba8806713dd3_28)] | | |

| [Item [removed: 5.](#ia4e53197f4474b54989a693185df29ab_34)] [added: 5.](#i6322bc1fdd8045f890c4ba8806713dd3_34)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia4e53197f4474b54989a693185df29ab_34)] [added: Securities](#i6322bc1fdd8045f890c4ba8806713dd3_34)] | | | [removed: [21](#ia4e53197f4474b54989a693185df29ab_34)] [added: [23](#i6322bc1fdd8045f890c4ba8806713dd3_34)] | | |

| [Item [removed: 7.](#ia4e53197f4474b54989a693185df29ab_46)] [added: 7.](#i6322bc1fdd8045f890c4ba8806713dd3_46)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia4e53197f4474b54989a693185df29ab_46)] [added: Operations](#i6322bc1fdd8045f890c4ba8806713dd3_46)] | | | [removed: [23](#ia4e53197f4474b54989a693185df29ab_46)] [added: [24](#i6322bc1fdd8045f890c4ba8806713dd3_46)] | | |

| [Item [removed: 7A.](#ia4e53197f4474b54989a693185df29ab_67)] [added: 7A.](#i6322bc1fdd8045f890c4ba8806713dd3_67)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia4e53197f4474b54989a693185df29ab_67)] [added: Risk](#i6322bc1fdd8045f890c4ba8806713dd3_67)] | | | [removed: [33](#ia4e53197f4474b54989a693185df29ab_67)] [added: [33](#i6322bc1fdd8045f890c4ba8806713dd3_67)] | | |

| [Item [removed: 8.](#ia4e53197f4474b54989a693185df29ab_70)] [added: 8.](#i6322bc1fdd8045f890c4ba8806713dd3_70)] | | | [Financial Statements and Supplementary [removed: Data](#ia4e53197f4474b54989a693185df29ab_70)] [added: Data](#i6322bc1fdd8045f890c4ba8806713dd3_70)] | | | [removed: [34](#ia4e53197f4474b54989a693185df29ab_70)] [added: [34](#i6322bc1fdd8045f890c4ba8806713dd3_70)] | | |

| [Item [removed: 9.](#ia4e53197f4474b54989a693185df29ab_73)] [added: 9.](#i6322bc1fdd8045f890c4ba8806713dd3_73)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia4e53197f4474b54989a693185df29ab_73)] [added: Disclosure](#i6322bc1fdd8045f890c4ba8806713dd3_73)] | | | [removed: [34](#ia4e53197f4474b54989a693185df29ab_73)] [added: [34](#i6322bc1fdd8045f890c4ba8806713dd3_73)] | | |

| [Item [removed: 9A.](#ia4e53197f4474b54989a693185df29ab_76)] [added: 9A.](#i6322bc1fdd8045f890c4ba8806713dd3_76)] | | | [Controls and [removed: Procedures](#ia4e53197f4474b54989a693185df29ab_76)] [added: Procedures](#i6322bc1fdd8045f890c4ba8806713dd3_76)] | | | [removed: [34](#ia4e53197f4474b54989a693185df29ab_76)] [added: [34](#i6322bc1fdd8045f890c4ba8806713dd3_76)] | | |

| [Item [removed: 9B.](#ia4e53197f4474b54989a693185df29ab_79)] [added: 9B.](#i6322bc1fdd8045f890c4ba8806713dd3_79)] | | | [Other [removed: Information](#ia4e53197f4474b54989a693185df29ab_79)] [added: Information](#i6322bc1fdd8045f890c4ba8806713dd3_79)] | | | [removed: [34](#ia4e53197f4474b54989a693185df29ab_79)] [added: [34](#i6322bc1fdd8045f890c4ba8806713dd3_79)] | | |

| [Item [removed: 10.](#ia4e53197f4474b54989a693185df29ab_85)] [added: 10.](#i6322bc1fdd8045f890c4ba8806713dd3_85)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia4e53197f4474b54989a693185df29ab_85)] [added: Governance](#i6322bc1fdd8045f890c4ba8806713dd3_85)] | | | [removed: [35](#ia4e53197f4474b54989a693185df29ab_85)] [added: [35](#i6322bc1fdd8045f890c4ba8806713dd3_85)] | | |

| [Item [removed: 11.](#ia4e53197f4474b54989a693185df29ab_88)] [added: 11.](#i6322bc1fdd8045f890c4ba8806713dd3_88)] | | | [Executive [removed: Compensation](#ia4e53197f4474b54989a693185df29ab_88)] [added: Compensation](#i6322bc1fdd8045f890c4ba8806713dd3_88)] | | | [removed: [35](#ia4e53197f4474b54989a693185df29ab_88)] [added: [35](#i6322bc1fdd8045f890c4ba8806713dd3_88)] | | |

| [Item [removed: 12.](#ia4e53197f4474b54989a693185df29ab_91)] [added: 12.](#i6322bc1fdd8045f890c4ba8806713dd3_91)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia4e53197f4474b54989a693185df29ab_91)] [added: Matters](#i6322bc1fdd8045f890c4ba8806713dd3_91)] | | | [removed: [35](#ia4e53197f4474b54989a693185df29ab_91)] [added: [35](#i6322bc1fdd8045f890c4ba8806713dd3_91)] | | |

| [Item [removed: 13.](#ia4e53197f4474b54989a693185df29ab_94)] [added: 13.](#i6322bc1fdd8045f890c4ba8806713dd3_94)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia4e53197f4474b54989a693185df29ab_94)] [added: Independence](#i6322bc1fdd8045f890c4ba8806713dd3_94)] | | | [removed: [35](#ia4e53197f4474b54989a693185df29ab_94)] [added: [35](#i6322bc1fdd8045f890c4ba8806713dd3_94)] | | |

| [Item [removed: 14.](#ia4e53197f4474b54989a693185df29ab_97)] [added: 14.](#i6322bc1fdd8045f890c4ba8806713dd3_97)] | | | [Principal Accountant Fees and [removed: Services](#ia4e53197f4474b54989a693185df29ab_97)] [added: Services](#i6322bc1fdd8045f890c4ba8806713dd3_97)] | | | [removed: [35](#ia4e53197f4474b54989a693185df29ab_97)] [added: [35](#i6322bc1fdd8045f890c4ba8806713dd3_97)] | | |

| [Item [removed: 15.](#ia4e53197f4474b54989a693185df29ab_103)] [added: 15.](#i6322bc1fdd8045f890c4ba8806713dd3_103)] | | | [Exhibits and Financial Statement [removed: Schedules](#ia4e53197f4474b54989a693185df29ab_103)] [added: Schedules](#i6322bc1fdd8045f890c4ba8806713dd3_103)] | | | [removed: [35](#ia4e53197f4474b54989a693185df29ab_103)] [added: [35](#i6322bc1fdd8045f890c4ba8806713dd3_103)] | | |

| [Item [removed: 16.](#ia4e53197f4474b54989a693185df29ab_106)] [added: 16.](#i6322bc1fdd8045f890c4ba8806713dd3_106)] | | | [Form 10-K [removed: Summary](#ia4e53197f4474b54989a693185df29ab_106)] [added: Summary](#i6322bc1fdd8045f890c4ba8806713dd3_106)] | | | [removed: [35](#ia4e53197f4474b54989a693185df29ab_106)] [added: [35](#i6322bc1fdd8045f890c4ba8806713dd3_106)] | | |

| 1.750% Notes due 2027 | | | | | | TMO 27B | | | | | | New York Stock Exchange | | |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒

| [Item 6.](#i6322bc1fdd8045f890c4ba8806713dd3_2090) | | | [Reserved](#i6322bc1fdd8045f890c4ba8806713dd3_2090) | | | [23](#i6322bc1fdd8045f890c4ba8806713dd3_2090) | | |

| | | | | | | | | |

| | | | | | | | | |

| [Item 6.](#ia4e53197f4474b54989a693185df29ab_43) | | | [Selected Financial Data](#ia4e53197f4474b54989a693185df29ab_43) | | | [22](#ia4e53197f4474b54989a693185df29ab_43) | | |

As of February [removed: 1, 2020,] [added: 6, 2021,] the company had [removed: 3,154] [added: 2,861] holders of record of its common stock.

[removed: A summary of the] [added: There was no] share repurchase activity for the [removed: company's] [added: company’s] fourth quarter of [removed: 2019 follows:][added: 2020.]

[removed: (1)] On [removed: September 7, 2018,] [added: November 8, 2019,] the Board of Directors authorized the repurchase of up to [removed: $2.00] [added: $2.50] billion of the company’s common stock.

On November [removed: 8, 2019,] [added: 5, 2020,] the Board of Directors replaced the existing authorization to repurchase the company’s common stock, of which [removed: $500 million] [added: $1.00 billion] was remaining, with a new authorization to repurchase up to $2.50 billion of the company’s common stock.

At February [removed: 26, 2020, authorization remained for] [added: 24, 2021,] $1.00 billion [removed: of] [added: was available for] future repurchases of the company’s common [removed: stock.][added: stock under this authorization.]

Early in the first quarter of 2021, the company repurchased $1.50 billion of the company's common stock.

THERMO FISHER SCIENTIFIC INC.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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 (Sep. 29 - Nov. 2) | | | | | | 2,636,305 | | | | | | $ | 284.49 | | | | | 2,636,305 | | | | | | $ | 500 | |

| Fiscal November (Nov. 3 - Nov. 30) | | | | | | — | | | | | | | | | | | | — | | | | | | 2,500 | | |

| Fiscal December (Dec. 1 - Dec. 31) | | | | | | — | | | | | | | | | | | | — | | | | | | 2,500 | | |

| Total Fourth Quarter | | | | | | 2,636,305 | | | | | | $ | 284.49 | | | | | 2,636,305 | | | | | | $ | 2,500 | |

All of the shares of common stock repurchased by the company during the fourth quarter of 2019 were purchased under this program.

Not applicable.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (In millions except per share amounts) | | | | | | 2019 (a) | | | | | | 2018 (b) | | | | | | 2017 (c) | | | | | | 2016 (d) | | | | | | 2015 (e) | | | | | |

| Statement of Income Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | | | | $ | 25,542 | | | | | $ | 24,358 | | | | | $ | 20,918 | | | | | $ | 18,274 | | | | | $ | 16,965 | | | | |

| Income from Continuing Operations | | | | | | 3,696 | | | | | | 2,938 | | | | | | 2,228 | | | | | | 2,025 | | | | | | 1,980 | | | | | |

| Net Income | | | | | | 3,696 | | | | | | 2,938 | | | | | | 2,225 | | | | | | 2,022 | | | | | | 1,975 | | | | | |

| Earnings per Share from Continuing Operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | 9.24 | | | | | | 7.31 | | | | | | 5.65 | | | | | | 5.13 | | | | | | 4.97 | | | | | |

| Diluted | | | | | | 9.17 | | | | | | 7.24 | | | | | | 5.60 | | | | | | 5.10 | | | | | | 4.93 | | | | | |

| Earnings per Share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | 9.24 | | | | | | 7.31 | | | | | | 5.64 | | | | | | 5.12 | | | | | | 4.96 | | | | | |

| Diluted | | | | | | 9.17 | | | | | | 7.24 | | | | | | 5.59 | | | | | | 5.09 | | | | | | 4.92 | | | | | |

| Balance Sheet Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total Assets | | | | | | $ | 58,381 | | | | | $ | 56,232 | | | | | $ | 56,669 | | | | | $ | 45,908 | | | | | $ | 40,834 | | | | |

| Long-term Obligations | | | | | | 17,076 | | | | | | 17,719 | | | | | | 18,873 | | | | | | 15,372 | | | | | | 11,420 | | | | | |

| Cash Dividend Declared per Common Share | | | | | | $ | 0.76 | | | | | $ | 0.68 | | | | | $ | 0.60 | | | | | $ | 0.60 | | | | | $ | 0.60 | | | | |

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

(a)Reflects $334 million of pre-tax income from gains on sale of businesses, net of restructuring and other costs and $184 million of pre-tax losses on the early extinguishment of debt.

(b)Reflects $91 million of pre-tax charges for restructuring and other costs.

(c)Reflects $298 million of pre-tax charges for restructuring and other costs.

Also reflects the acquisition of Patheon N.V. in August 2017.

(d)Reflects $395 million of pre-tax charges for restructuring and other costs.

Also reflects the acquisitions of Affymetrix, Inc. in March 2016 and FEI Company in September 2016.

(e)Reflects $171 million of pre-tax charges for restructuring and other costs.

See [Item [removed: 15](#ia4e53197f4474b54989a693185df29ab_103) [“](#ia4e53197f4474b54989a693185df29ab_103)[Exhibits] [added: 15 “Exhibits] and Financial Statement [removed: Schedules.](#ia4e53197f4474b54989a693185df29ab_103)”][added: Schedules.](#i6322bc1fdd8045f890c4ba8806713dd3_103)”]

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, [removed: 2019,] [added: 2020,] that have materially affected or are reasonably likely to materially affect the company’s internal control over financial reporting.

The company’s management conducted an assessment of the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] based on criteria established in “Internal Control - Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, the company’s management concluded that, as of December 31, [removed: 2019,] [added: 2020,] 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, [removed: 2019,] [added: 2020,] as stated in their report that appears on page F-2 of this Annual Report on Form 10-K.

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 [removed: (2020] [added: (2021] 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 [removed: I](#ia4e53197f4474b54989a693185df29ab_13)] [added: I](#i6322bc1fdd8045f890c4ba8806713dd3_13)] of this report.

The other information required by this Item will be contained in our [removed: 2020] [added: 2021] Definitive Proxy Statement and is incorporated in this report by reference.

The information required by this Item will be contained in our [removed: 2020] [added: 2021] Definitive Proxy Statement and is incorporated in this report by reference.

The information required by this Item will be contained in our [removed: 2020] [added: 2021] Definitive Proxy Statement and is incorporated in this report by reference.

The information required by this Item will be contained in our [removed: 2020] [added: 2021] Definitive Proxy Statement and is incorporated in this report by reference.

The information required by this Item will be contained in our [removed: 2020] [added: 2021] Definitive Proxy Statement and is incorporated in this report by reference.

[Report of Independent Registered Public Accounting [removed: Firm](#ia4e53197f4474b54989a693185df29ab_118)][added: Firm](#i6322bc1fdd8045f890c4ba8806713dd3_118)]

[Consolidated Balance [removed: Sheet](#ia4e53197f4474b54989a693185df29ab_121)][added: Sheet](#i6322bc1fdd8045f890c4ba8806713dd3_121)]

[Consolidated Statement of [removed: Income](#ia4e53197f4474b54989a693185df29ab_127)][added: Comprehensive Income](#i6322bc1fdd8045f890c4ba8806713dd3_127)]

[Consolidated Statement of Cash [removed: Flows](#ia4e53197f4474b54989a693185df29ab_139)][added: Flows](#i6322bc1fdd8045f890c4ba8806713dd3_133)]

[Consolidated Statement of Shareholders’ [removed: Equity](#ia4e53197f4474b54989a693185df29ab_142)][added: Equity](#i6322bc1fdd8045f890c4ba8806713dd3_136)]

[Notes to Consolidated Financial [removed: Statements](#ia4e53197f4474b54989a693185df29ab_148)][added: Statements](#i6322bc1fdd8045f890c4ba8806713dd3_139)]

| See the Exhibit Index on page [removed: [37](#ia4e53197f4474b54989a693185df29ab_112).] [added: [37](#i6322bc1fdd8045f890c4ba8806713dd3_112).] | | |

[Consolidated Statement of Income](#i6322bc1fdd8045f890c4ba8806713dd3_124)

[Consolidated Statement of Comprehensive Income](#ia4e53197f4474b54989a693185df29ab_133)

| Date: | | | February [removed: 26, 2020] [added: 24, 2021] | | | THERMO FISHER SCIENTIFIC INC. | | | | | | [removed: | | |]

| | | | | | | By: | | | /s/ Marc N. Casper | | | [removed: | | |]

| | | | | | | | | | Marc N. Casper | | | [removed: | | |]

| | | | | | | | | | Chairman, President and Chief Executive Officer | | | [removed: | | |]

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 [removed: 26, 2020.][added: 24, 2021.]

| | | | Chairman, President and Chief Executive Officer | | | | | | | | | [added: Lead] Director | | |

| [added: By:] | | | [added: /s/ Nelson J. Chai] | | | | | | By: | | | /s/ Lars R. S*ø*rensen | | |

| [added: By:] | | | [added: /s/] Peter E. Hornstra | | | | | | [added: By:] | | | [removed: Director] [added: /s/ James C. Mullen] | | |

| | | | Vice President and Chief Accounting Officer | | | | | | | | | [added: Director] | | |

| [added: By:] | | | [added: /s/ C. Martin Harris] | | | | | | By: | | | /s/ Debora L. Spar | | |

| | | | Nelson J. Chai | | | | | | | | | [removed: Director] [added: Lars R. S*ø*rensen] | | |

| | | | Director | | | | | | | | | [added: Director] | | |

| By: | | | /s/ Judy C. Lewent | | | | | | [removed: By:] | | | [removed: /s/ Dion J. Weisler] | | |

| | | | Judy C. Lewent | | | | | | | | | [removed: Dion J. Weisler] | | |

| By: | | | /s/ [removed: Thomas J. Lynch] [added: Marc N. Casper] | | | | | | [added: By:] | | | [added: /s/ Thomas J. Lynch] | | |

| | | | [removed: Thomas J. Lynch] [added: Marc N. Casper] | | | | | | | | | [added: Thomas J. Lynch] | | |

| 3.4 | | | | | | [removed: [By-Laws] [added: [Amended and Restated By-Laws] of the Registrant, as amended and effective as of [removed: March 1, 2017](http://www.sec.gov/Archives/edgar/data/97745/000009774517000009/tmo201702288kex31.htm)] [added: February 23, 2021](http://www.sec.gov/Archives/edgar/data/97745/000009774521000009/ex31.htm)] (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed [removed: March 2, 2017] [added: February 24, 2021] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.14 | | | | | | [removed: [Indenture,] [added: [Twentieth Supplemental Indenture,] dated as of [removed: August 9, 2016, among Thermo Fisher Scientific (Finance I) B.V., as issuer,] [added: March 25, 2020 between] the Company, as [removed: guarantor,] [added: issuer,] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312516675930/d224635dex41.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312520086135/d905095dex42.htm)] (filed as Exhibit [removed: 4.1] [added: 4.2] to the Registrant’s Current Report on Form 8-K filed [removed: August 9, 2016] [added: March 26, 2020] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.15 | | | | | | [removed: [Second] [added: [Twenty-First] Supplemental Indenture, dated as of [removed: August 8, 2018, among Thermo Fisher Scientific (Finance I) B.V., as issuer,] [added: April 2, 2020, between] the Company, as [removed: guarantor,] [added: issuer,] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312518241955/d560437dex42.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312520095953/d850230dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: August 8, 2018] [added: April 2, 2020] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.16] [added: 21] | | | | | | [removed: [Description] [added: [Subsidiaries] of the [removed: Registrant’s Securities](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex416.htm).] [added: Registrant](https://www.sec.gov/Archives/edgar/data/97745/000009774521000011/tmo202010kex21.htm).] | | |

| 10.4 | | | | | | [Summary of Thermo Fisher Scientific Inc. Annual Director [removed: Compensation](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex104.htm).*] [added: Compensation](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex104.htm) (filed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 \[File No. 1-8002\] and incorporated in this document by reference).*] | | |

| 10.5 | | | | | | Summary of 2019 Annual Cash Incentive Plan Matters (set forth in Item 5.02 to the Registrant’s [Current Report on Form 8-K [removed: filed](http://www.sec.gov/Archives/edgar/data/97745/000009774519000009/form8k20190226.htm) [February](http://www.sec.gov/Archives/edgar/data/97745/000009774519000009/form8k20190226.htm) [28, 20](http://www.sec.gov/Archives/edgar/data/97745/000009774519000009/form8k20190226.htm)[19](http://www.sec.gov/Archives/edgar/data/97745/000009774519000009/form8k20190226.htm)] [added: filed February 28, 2019](http://www.sec.gov/Archives/edgar/data/97745/000009774519000009/form8k20190226.htm)] \[File No.1-8002\] under the heading “Compensatory Arrangements of Certain Officers” and incorporated in this document by reference).* | | |

| 10.10 | | | | | | [Thermo Fisher Scientific Inc. Amended and Restated 2005 Deferred Compensation Plan, effective January 1, [removed: 2009](http://www.sec.gov/Archives/edgar/data/97745/000009774509000011/tmok08ex_10-43.htm)] [added: 2020](http://www.sec.gov/Archives/edgar/data/97745/000009774520000038/tmoq2202010qex101.htm)] (filed as Exhibit [removed: 10.43] [added: 10.1] to the Registrant’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2008] [added: June 27, 2020] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.11] [added: 10.25] | | | | | | [Thermo Fisher Scientific Inc. [removed: 2008] [added: 2013] Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/97745/000095013508003910/b70222tfexv10w1.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/97745/000119312513233679/d541740dex101.htm)] (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May [removed: 22, 2008] [added: 23, 2013] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.12] [added: 10.39] | | | | | | [removed: [Amendment No. 1 to Thermo] [added: [Thermo] Fisher Scientific Inc. [removed: Amended and Restated 2005 Deferred Compensation Plan](http://www.sec.gov/Archives/edgar/data/97745/000009774509000040/tmoq209ex10_1.htm)] [added: Executive Severance Policy](http://www.sec.gov/Archives/edgar/data/97745/000009774519000035/tmoq2201910qex101.htm)] (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June [removed: 27, 2009] [added: 29, 2019] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.13] [added: 10.11] | | | | | | [2009 Restatement of Executive Severance Agreement, between Marc Casper and the Registrant, dated November 21, 2009](http://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w5.htm) (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).* | | |

| [removed: 10.14] [added: 10.12] | | | | | | [Executive Change In Control Retention Agreement, between Marc Casper and the Registrant, dated November 21, 2009](http://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w6.htm) (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).* | | |

| [removed: 10.15] [added: 10.13] | | | | | | [Noncompetition Agreement, between Marc Casper and the Registrant, dated November 21, 2009](http://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w7.htm) (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).* | | |

| [removed: 10.16] [added: 10.14] | | | | | | [Amendment No. 1 to 2009 Restatement of Executive Severance Agreement, dated February 25, 2010, between the Registrant and Marc N. Casper](http://www.sec.gov/Archives/edgar/data/97745/000095012310017131/b79792exv10w2.htm) (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).* | | |

| [removed: 10.17] [added: 10.15] | | | | | | [Amendment No. 2 to 2009 Restatement of Executive Severance Agreement, dated [removed: November](http://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_55.htm) [3](http://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_55.htm)[0,] [added: November 30,] 2010, between the Registrant and Marc N. Casper](http://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_55.htm) (filed as Exhibit 10.55 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.18] [added: 10.16] | | | | | | [Amendment No. 1 to Executive Change In Control Retention Agreement, dated [removed: November](http://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_56.htm) [3](http://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_56.htm)[0,] [added: November 30,] 2010, between Marc N. Casper and the Registrant](http://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_56.htm) (filed as Exhibit 10.56 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.19] [added: 10.17] | | | | | | [Amendment No. 2 to Executive Change in Control Retention Agreement, dated March 16, 2018, between Marc N. Casper and the Registrant](http://www.sec.gov/Archives/edgar/data/97745/000009774518000017/tmoq1201810qex103.htm) (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.20] [added: 10.18] | | | | | | [Form of Executive Change in Control Retention Agreement for Officers (other than Marc Casper)](http://www.sec.gov/Archives/edgar/data/97745/000009774518000017/tmoq1201810qex102.htm) (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.21] [added: 4.16] | | | | | | [removed: [Amendment to 2008 Stock Incentive Plan dated November 10, 2010](http://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_57.htm)] [added: [Description of the Registrant’s Securities](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex416.htm)] (filed as Exhibit [removed: 10.57] [added: 4.16] to the Registrant’s Annual Report on Form 10-K for the year ended December 31, [removed: 2010] [added: 2019] \[File No. 1-8002\] and incorporated in this document by [removed: reference).*] [added: reference).] | | |

| [removed: 10.22] [added: 10.19] | | | | | | [Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement for Directors](http://www.sec.gov/Archives/edgar/data/97745/000009774511000023/tmoq111ex10_1.htm) (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2011 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.23] [added: 10.20] | | | | | | [Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex104.htm) (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.24] [added: 10.21] | | | | | | [Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex102.htm) (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.25] [added: 10.22] | | | | | | [Form of Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex103.htm) (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.26] [added: 10.23] | | | | | | [Form of Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex101.htm) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.27] [added: 10.24] | | | | | | [Form of Stock Option Agreement between Thermo Fisher Scientific Inc. and Marc Casper](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex105.htm) (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| By: | | | /s/ Stephen Williamson | | | | | | By: | | | /s/ Jim P. Manzi | | |

| | | | Stephen Williamson | | | | | | | | | Jim P. Manzi | | |

| | | | Peter E. Hornstra | | | | | | | | | James C. Mullen | | |

| | | | C. Martin Harris | | | | | | | | | Debora L. Spar | | |

| By: | | | /s/ Tyler E. Jacks | | | | | | By: | | | /s/ Scott M. Sperling | | |

| | | | Tyler E. Jacks | | | | | | | | | Scott M. Sperling | | |

| By: | | | /s/ R. Alexandra Keith | | | | | | By: | | | /s/ Dion J. Weisler | | |

| | | | R. Alexandra Keith | | | | | | | | | Dion J. Weisler | | |

| 10.41 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1045.htm) (filed as Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.42 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1046.htm) (filed as Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

These procedures included testing the effectiveness of controls relating to the provision for income

| | | | | | | Year Ended | | | | | | | | | | | | | | |

| Other | | | | | | 1,452 | | | | | | (198) | | | | | | 12 | | |

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| Cumulative effect of accounting changes | | | | | | — | | | | | | — | | | | | | — | | | | | | 4 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4 | | |

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| Balance at December 31, 2020 | | | | | | 437 | | | | | | $ | 437 | | | | | $ | 15,579 | | | | | $ | 28,116 | | | | | 40 | | | | | | $ | (6,818) | | | | | $ | (2,807) | | | | | $ | 34,507 | |

Some arrangements include variable amounts of consideration that arise from discounts, rebates, and other programs and practices.

In such arrangements, the company estimates the amount by which to reduce the stated contract amount to reflect the transaction price.

The company determines the allowance based on history of similarly aged receivables, the creditworthiness of the customer, reasons for delinquency, current economic conditions, expectations associated with future events and circumstances where reasonable and supportable forecasts are available and any other information that is relevant to the judgment.

Receivables from academic and government customers as well as large, well-capitalized commercial customers have historically experienced less collectability risk.

| Balance at End of Year | | | | | | $ | 135 | | | | | $ | 102 | | | | | $ | 117 | |

| (In millions) | | | | | | 2020 | | | | | | 2019 | | |

| By: | | | /s/ Marc N. Casper | | | | | | By: | | | /s/ Jim P. Manzi | | |

| | | | Marc N. Casper | | | | | | | | | Jim P. Manzi | | |

| By: | | | /s/ Stephen Williamson | | | | | | By: | | | /s/ James C. Mullen | | |

| | | | Stephen Williamson | | | | | | | | | James C. Mullen | | |

| By: | | | /s/ Peter E. Hornstra | | | | | | | | | Lars R. S*ø*rensen | | |

| By: | | | /s/ Nelson J. Chai | | | | | | | | | Debora L. Spar | | |

| By: | | | /s/ C. Martin Harris | | | | | | By: | | | /s/ Scott M. Sperling | | |

| | | | C. Martin Harris | | | | | | | | | Scott M. Sperling | | |

| By: | | | /s/ Tyler E. Jacks | | | | | | By: | | | /s/ Elaine S. Ullian | | |

| | | | Tyler E. Jacks | | | | | | | | | Elaine S. Ullian | | |

THERMO FISHER SCIENTIFIC INC.

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| 10.41 | | | | | | [Restricted Share Unit Award Agreement between Patheon N.V. and Michel Lagarde dated March 23, 201](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1041.htm)[7](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1041.htm) [as](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1041.htm) [amended](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1041.htm).* | | |

| 10.49 | | | | | | [Form of Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1049.htm).* | | |

| 21 | | | | | | [Subsidiaries of the Registrant](https://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex21.htm). | | |

This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate management’s cash flow projections and significant assumptions, including revenue and operating income growth rates, discount rates and peer market multiples.

In addition, the audit

effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained from these procedures.

This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the provision for income taxes, deferred tax assets and liabilities, and

liabilities for unrecognized tax benefits.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained from these procedures.

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| Income from Continuing Operations | | | | | | 3,696 | | | | | | 2,938 | | | | | | 2,228 | | | | | | | | | | | | | | |

| Loss from Discontinued Operations (net of income tax benefit of $0, $0 and $2) | | | | | | | | | — | | | | | | — | | | | | | (3) | | | | | | | | | | | |

| Basic | | | | | | $ | 9.24 | | | | | $ | 7.31 | | | | | $ | 5.64 | | | | | | | | | | | | | |

| Diluted | | | | | | $ | 9.17 | | | | | $ | 7.24 | | | | | $ | 5.59 | | | | | | | | | | | | | |

| Reclassification adjustment for losses included in net income (net of tax benefit of $6, $3 and $5) | | | | | | 19 | | | | | | 9 | | | | | | 7 | | | | | | | | | | | | | | |

| Pension and other postretirement benefit liability adjustments arising during the period (net of tax (benefit) provision of $(31), $2 and $7) | | | | | | (93) | | | | | | 3 | | | | | | 23 | | | | | | | | | | | | | | |

| Loss from discontinued operations | | | | | | — | | | | | | — | | | | | | 3 | | | | | | | | | | | | | | |

| Other assets | | | | | | (408) | | | | | | 54 | | | | | | (153) | | | | | | | | | | | | | | |

| Other liabilities | | | | | | 210 | | | | | | (42) | | | | | | 1,016 | | | | | | | | | | | | | | |

| Net cash used in discontinued operations | | | | | | — | | | | | | — | | | | | | (1) | | | | | | | | | | | | | | |

| Net cash provided by operating activities | | | | | | 4,973 | | | | | | 4,543 | | | | | | 4,005 | | | | | | | | | | | | | | |

| Net proceeds from issuance of company common stock under employee stock plans | | | | | | 153 | | | | | | 136 | | | | | | 128 | | | | | | | | | | | | | | |

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| Balance at December 31, 2016 | | | | | | 415 | | | | | | $ | 415 | | | | | $ | 12,140 | | | | | $ | 13,927 | | | | | 22 | | | | | | $ | (2,306) | | | | | $ | (2,636) | | | | | $ | 21,540 | | | | | | | | | | | | | |

| Issuance of shares | | | | | | 10 | | | | | | 10 | | | | | | 1,680 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,690 | | | | | | | | | | | | | | |

Prior to 2018, the company recognized revenue after all significant obligations had been met, collectability was probable and title had passed, which typically occurred upon shipment, delivery, completion of services, or ratably over the contract period.