Thermo Fisher Scientific (TMO) 10-K risk factor changes: FY2021 vs FY2020

[removed: Business](#i6322bc1fdd8045f890c4ba8806713dd3_13)] [added: Business](#i64187c65009f49278c8cb4c756fa21b2_13)] under the caption “Forward-looking Statements”.

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 [removed: potential] therapeutics and vaccines used to protect from the virus.

While these positive impacts are expected to continue into [removed: 2021,] [added: 2022,] the duration and extent of future revenues from such sales are uncertain and dependent primarily on customer testing demand.

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, 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 [removed: of][added: of:]

- causing supply [removed: interruptions] [added: interruptions,] which could disrupt our ability to produce our products; and

In [removed: 2020,] [added: 2021,] currency translation had a favorable effect of [removed: $133] [added: $619] million on revenues due to the weakening of the U.S. dollar relative to other currencies in which the company sells products and services.

In addition, many of our employees, contract manufacturers, suppliers, job functions, outsourcing activities and manufacturing facilities are located outside the [removed: United States.][added: U.S. Accordingly, our future results could be harmed by a variety of factors, including:]

- tariffs imposed by the U.S. on goods from other countries and tariffs imposed by other countries on U.S. goods, including the tariffs [removed: recently] adopted by the U.S. government on various imports from China and by the Chinese government on certain U.S. goods;

- unexpected changes in regulatory requirements; [removed: and]

Competitive factors include technological innovation, price, service and delivery, breadth of product line, customer support, e-business [removed: capabilities and the ability to meet the special requirements of customers.]

Certain acquisitions may be difficult to complete for a number of reasons, including the need for antitrust and/or other regulatory [removed: approvals.][added: approvals, as well as disputes or litigation.]

[removed: Any] acquisition we may complete may be made at a substantial premium over the fair value of the net identifiable assets of the acquired company.

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: $26.04] [added: $41.92] billion and $1.24 billion, respectively, as of December 31, [removed: 2020.][added: 2021.]

In addition, we have definite-lived intangible assets totaling [removed: $11.45] [added: $18.88] billion as of December 31, [removed: 2020.][added: 2021.]

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

[removed: As a global organization, we are subject to data privacy and security laws, regulations, and customer-imposed] controls in numerous jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business.

For example, in the [removed: United States,] [added: U.S.,] individual states regulate data breach and security requirements and multiple governmental bodies assert authority over aspects of the protection of personal privacy.

In addition, if any of our facilities, including our manufacturing or warehouse facilities, or the facilities of our suppliers, third-party service providers, or customers, is affected by natural disasters, such as earthquakes, tsunamis, power shortages or outages, floods or monsoons, public health crises, such as pandemics and epidemics, political crises, such as terrorism, war, political instability or other conflict, or other events outside of our control, such as [added: trade protectionism,] strikes or other labor unrest, our results of operations could be adversely affected.

Changes in the U.S. Food and Drug Administration’s [added: (the FDA)] regulation of the drug discovery and development process could have an adverse effect on the demand for these products.

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 [added: FDA, the] U.S. [removed: Federal] Drug [removed: Administration] [added: Enforcement Agency] (the [removed: FDA),] [added: DEA), various state boards of pharmacy, state health departments,] the U.S. [added: Department of Health and Human Services (the DHHS), the European Medicines Agency (the EMA), the EU member states and other comparable agencies and, in the future, any changes to such laws and regulations could adversely affect us.]

The manufacture, distribution and marketing of many of our products and services, including medical [removed: devices] [added: devices,] and [added: our] pharma [added: and clinical development] services, are subject to extensive ongoing regulation by the FDA, the DEA, the EMA, and other equivalent local, state, federal and non-U.S. regulatory authorities.

In addition, such a failure could expose us to contractual or product liability claims, contractual claims from our customers, including claims for reimbursement for lost or damaged active pharmaceutical [removed: ingredients,] [added: ingredients or personal injury,] as well as ongoing remediation and increased compliance costs, any or all of which could be significant.

Our reputation, ability to do business and financial statements may be impaired by improper conduct by any of our employees, agents or business partners. We have internal controls and compliance systems to protect the company against acts committed by employees, agents or businesses that we acquire that would violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, money laundering and data privacy, but [removed: we cannot provide assurance that] these controls and systems [removed: will] [added: may not be sufficient to] prevent every such wrongful act.

In particular, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act [added: 2010] and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree.

Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the [removed: United States] [added: U.S.] and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and nonmonetary penalties and could cause us to incur significant legal and investigatory fees.

Our success depends in part on our ability to develop patentable products and obtain and enforce patent protection for our products both in the [removed: United States] [added: U.S.] and in other countries.

[removed: Patents may not] be issued for any pending or future patent applications owned by or licensed to us, and the claims allowed under any issued patents may not be sufficiently broad to protect our technology.

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

Our future effective tax rate, however, may be lower or higher than experienced in the past due to numerous factors, including a change in the mix of our profitability from country to country, changes in accounting for income [removed: taxes] [added: taxes, the results of examinations] and [added: audits of our tax filings and] recently enacted and future changes in tax laws in jurisdictions in which we operate.

Our existing and future indebtedness may restrict our investment opportunities or limit our activities and negatively impact our credit ratings. As of December 31, [removed: 2020,] [added: 2021,] we had approximately [removed: $21.74] [added: $34.87] billion in outstanding indebtedness.

In addition, we have availability to borrow under a revolving credit facility that provides for up to [removed: $3.00] [added: $5.00] billion [added: (as] of [removed: unsecured multi-currency revolving credit.][added: January 7.]

Additionally, the agreements governing our debt require that we maintain [removed: certain] [added: a] financial [removed: ratios,] [added: ratio,] and contain affirmative and negative covenants that restrict our activities by, among other limitations, limiting our ability to incur additional indebtedness, merge or consolidate with other [removed: entities, make investments, create liens, sell assets] [added: entities] and [removed: enter into transactions with affiliates.][added: create liens.]

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 the impact of [removed: 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 [added: acceleration of the debt under that instrument and]

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

Some emerging market countries may be particularly vulnerable to periods of global and local political, legal, regulatory and financial instability, including issues of geopolitical relations, the imposition of international sanctions in response to certain state actions and/or sovereign debt issues, and may have a higher incidence of corruption and fraudulent business practices.

As a result of these and other factors, our strategy to grow in emerging markets may not be successful, and growth rates in these markets may not be sustainable.

- uncertainties regarding the collectability of accounts receivable;

- the imposition of governmental controls;

- diverse data privacy and protection requirements;

- supply interruptions, which could disrupt our ability to produce our products;

- the effects of the U.K.'s departure from the E.U., known as Brexit; and

National, state and local governments have implemented and may continue to implement safety precautions, including quarantines, border closures, increased border controls, travel restrictions, shelter in place orders and shutdowns and other measures.

These measures may disrupt normal business operations and may have significant negative impacts on businesses and financial markets worldwide.

capabilities and the ability to meet the special requirements of customers.

Integrating PPD into our business may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the transaction may not be fully realized. The success of the PPD acquisition, including the realization of anticipated benefits and cost savings, depends, in part, on our ability to successfully integrate PPD into our business.

The integration is a difficult, costly and time-consuming process.

It is possible that the integration process could result in the loss of key employees or the disruption of our ongoing business or that the alignment of standards, controls, procedures and policies may adversely affect our ability to maintain relationships with clients, customers, suppliers and employees or to fully achieve the anticipated benefits and cost savings of the transaction.

The loss of key employees could adversely affect our ability to successfully conduct our business in the markets in which PPD now operates, which could have an adverse effect on our financial results.

If we experience difficulties with the integration process, the anticipated benefits and cost savings of the PPD acquisition may not be realized fully or at all, or may take longer to realize than expected, and our business may be unable to grow as planned, which could materially impact our business, cash flow, financial condition or results of operations as well as adversely impact our share price.

The integration process may also result in significant expenses and charges, both cash and noncash.

Any

Our key business partners face similar risks and any security breach of their systems could adversely affect our security posture.

Our liability insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches.

As a global organization, we are subject to data privacy and security laws, regulations, and customer-imposed

We may have difficulty attracting and retaining a highly qualified workforce. Our success is largely dependent upon our ability to attract and retain highly qualified scientific, technical, clinical and management workforce in a highly competitive environment.

Qualified individuals are in high demand, and we may incur significant costs to attract them.

We may face difficulty in attracting and retaining key talent for a number of reasons, including management changes or recruitment by competitors.

Our ability to attract and retain key talent also depends in part on how well we maintain a strong workplace culture that is attractive to employees.

We cannot ensure that we will be able to hire or retain the personnel necessary for our operations or that the loss of any personnel will not have a material impact on our financial condition and results of operations.

Increasing attention to environmental, social and governance matters may impact our business, financial results or stock price. Companies across all industries are facing increasing scrutiny from stakeholders related to their environmental, social and governance (ESG) practices and disclosures, including practices and disclosures related to climate change, diversity and inclusion and governance standards.

Investor advocacy groups, certain institutional investors, lenders, investment funds and other influential investors are also increasingly focused on ESG practices and disclosures and in recent years have placed increasing importance on the implications and social cost of their investments.

In addition, government organizations are enhancing or advancing legal and regulatory requirements specific to ESG matters.

The heightened stakeholder focus on ESG issues related to our business requires the continuous monitoring of various and evolving laws, regulations, standards and expectations and the associated reporting requirements.

A failure to adequately meet stakeholder expectations may result in noncompliance, the loss of business, reputational impacts, diluted market valuation, an inability to attract customers and an

inability to attract and retain top talent.

In addition, our adoption of certain standards or mandated compliance to certain requirements could necessitate additional investments that could impact our profitability.

In addition, patients involved in our clinical services trials conducted by our clinical development services business or taking drugs approved on the basis of those trials may also bring personal injury claims against us.

Patents may not

These agreements may not adequately protect our trade secrets and other proprietary rights.

2022) of unsecured multi-currency revolving credit (the Facility).

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.

Accordingly, our future results could be harmed by a variety of factors, including:

For example, on January 31, 2020, the United Kingdom formally withdrew from the European Union, or EU (commonly referred to as “Brexit”) and on December 24, 2020, the U.K. and EU announced they had entered into a post-Brexit deal on certain aspects of trade and other strategic and political issues.

This withdrawal has created political and economic uncertainty, particularly in the United Kingdom and the EU, and this uncertainty may last for years.

Our business could be affected during this period of uncertainty, and perhaps longer, by the impact of the United Kingdom’s withdrawal from the EU.

In addition, our business could be negatively affected by new trade agreements between the United Kingdom and other countries, including the United States, and by the possible imposition of trade or other regulatory barriers in the United Kingdom.

These possible negative impacts, and others resulting from the United Kingdom’s withdrawal from the EU, may adversely affect our operating results and our customers’ businesses.

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

For example, as described above, the COVID-19 pandemic has impacted and could have a material adverse effect on our business and results of operations.

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.

In

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](#i6322bc1fdd8045f890c4ba8806713dd3_115),] [added: Statements](#i64187c65009f49278c8cb4c756fa21b2_121),] which begin on page F-1 of this report.

Management's discussion and analysis of financial condition and results of operations for [removed: 2018] [added: 2019] is included in Item 7 of the company’s [removed: 2019] [added: 2020] [Annual Report on Form [removed: 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/97745/000009774520000009/tmo-20191231.htm)] [added: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/97745/000009774521000011/tmo-20201231.htm)] filed with the Securities and Exchange Commission.

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

However, [added: as a result of] the [added: pandemic’s impact on various markets, 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 [removed: extent and duration of the] negative [removed: impacts continuing into 2021 are uncertain and dependent] [added: impact significantly lessened] in [removed: part] [added: 2021, but could worsen in 2022 dependent] on the success of global efforts to control [added: and unwind from] the pandemic and economic activity ramping up.

While these positive impacts are expected to continue [removed: into 2021,] [added: through 2022,] the duration and extent of future revenues from such sales are uncertain and dependent primarily on customer testing [added: as well as therapy and vaccine] demand.

[removed: Recent Acquisitions and Divestiture][added: *Notable Recent Acquisitions*]

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

| (Dollars in millions) | | | | | | [removed: 2020 | | | | | | | | | | | | 2019] [added: 2021] | | | | | | [added: 2020] | | |

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

| Life Sciences Solutions | | | | | | $ | [removed: 12,168 | | | | | 37.8 |] [added: 15,631] | [removed: %] | | | | $ | [removed: 6,856 | | | | | 26.8 |] [added: 12,168] | [removed: %] |

| Analytical Instruments | | | | | | [removed: 5,124 | | | | | | 15.9 | | % | | | | 5,522] [added: 6,069] | | | | | | [removed: 21.6] [added: 5,124] | | [removed: %] |

| Specialty Diagnostics | | | | | | [removed: 5,343 | | | | | | 16.6 | | % | | | | 3,718] [added: 5,659] | | | | | | [removed: 14.6] [added: 5,343] | | [removed: %] |

| Laboratory Products and [added: Biopharma] Services | | | | | | [removed: 12,245 | | | | | | 38.0 | | % | | | | 10,599] [added: 14,862] | | | | | | [removed: 41.5] [added: 12,245] | | [removed: %] |

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, [removed: focused] research and development projects and other expenditures to enhance the customer experience, as well as incentive compensation and recognition for employees.

The company’s references throughout this discussion to productivity improvements generally refer to improved cost efficiencies from its Practical Process Improvement (PPI) business [removed: system,] [added: system including] reduced costs resulting from [added: implementing continuous improvement methodologies,] global sourcing initiatives, a lower cost structure following restructuring actions, including headcount reductions and consolidation of facilities, and low cost region manufacturing.

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

The effective tax rate in both [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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: $1.32] [added: $2.18] billion and [removed: $0.90] [added: $1.32] billion in [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

The company expects its [added: GAAP] effective tax rate in [removed: 2021] [added: 2022] will be between [removed: 11%] [added: 9%] and [removed: 13%] [added: 11%] based on currently forecasted rates of profitability in the countries in which the company conducts business and expected generation of foreign tax credits.

[removed: The] [added: On January 7, 2022, the] company [removed: has] [added: replaced its prior credit facility with] a [added: new] revolving credit facility with a bank group that provides up to [removed: $3.00] [added: $5.00] billion of unsecured multi-currency revolving credit (Note 10).

As of December 31, [removed: 2020,] [added: 2021,] no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by approximately [removed: $31] [added: $4] million as a result of outstanding letters of credit.

The company believes that its existing cash and cash equivalents [removed: of $10.33 billion as of December 31, 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.

On an on-going basis, management evaluates its estimates, including those related to [removed: intangible assets] [added: acquisition-related measurements] and [removed: goodwill,] income [removed: taxes and contingencies and litigation.][added: taxes.]

[removed: (a)*Intangible Assets] [added: Goodwill] and [removed: Goodwill*][added: Indefinite-lived Intangible Assets]

The determination of the fair value of intangible assets, which represent a significant portion of the purchase price in many of the company’s acquisitions, requires the use of significant judgment with regard to (i) the fair [removed: value;] [added: value] and (ii) whether such intangibles are amortizable or non-amortizable and, if the former, the period and the method by which the intangible asset will be amortized.

The company estimates the fair value of acquisition-related intangible assets principally based on projections of cash flows that will arise from identifiable intangible assets of acquired [removed: businesses.][added: businesses, which include estimates of customer attrition and technology obsolesce rates.]

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

Goodwill and indefinite-lived intangible assets totaled [removed: $26.04] [added: $41.92] billion and $1.24 billion, respectively, at December 31, [removed: 2020.][added: 2021 (see Note 1 for additional information).]

Indications of fair value based on projections of [removed: profitability] [added: cash flows, which increased over the prior year projections at higher rates than the increases in carrying values,] and on peer [removed: revenues and] [added: revenues,] earnings trading multiples [added: and discount rates, which] were [added: relatively consistent with the prior year, 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: 2020,] [added: 2021,] 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 [added: company’s businesses such that they do not achieve their forecasted profitability and these assets become impaired.]

[removed: *(b)Income Taxes*][added: Income Taxes]

The company’s liability for these unrecognized tax benefits totaled [removed: $1.09] [added: $1.12] billion at December 31, [removed: 2020.][added: 2021 (see Note 8 for additional information).]

The company has not provided U.S. state income taxes or additional non-U.S. taxes on certain of its non-U.S. subsidiaries’ undistributed earnings, as such amounts are intended to be reinvested outside the United States indefinitely in the respective jurisdictions based on specific business plans and tax [removed: strategies.][added: strategies (see Note 8 for additional information).]

[removed: 2020] [added: *Financial Highlights - 2021] Compared With [removed: 2019][added: 2020*]

| [removed: (In] [added: (Dollars in] millions) | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Total Change | | | | | | Currency Translation | | | | | | [removed: Acquisitions/Divestitures] [added: Acquisitions/ Divestitures] | | | | | | [removed: Operations] | | |

Accordingly, the following segment data [removed: is] [added: are] reported on this basis.

| (Dollars in millions) | | | | | | [removed: 2020 | | | | | | 2019] [added: 2021] | | | | | | [removed: Change] [added: 2020] | | |

| Eliminations | | | | | | [removed: (2,662) | | | | | | (1,153)] [added: (3,010)] | | | | | | [removed: 131] [added: (2,662)] | | [removed: %] |

| Consolidated [removed: Revenues] [added: revenues] | | | | | | $ | [removed: 32,218] [added: 39,211] | | | | | $ | [removed: 25,542 | | | | | 26 |] [added: 32,218] | [removed: %] |

The company refers to various amounts or measures not prepared in accordance with generally accepted accounting principles (non-GAAP measures).

These non-GAAP measures are further described and reconciled to their most directly comparable amount or measure under the section “[N](#i64187c65009f49278c8cb4c756fa21b2_2217)[on-GAAP](#i64187c65009f49278c8cb4c756fa21b2_2217) [M](#i64187c65009f49278c8cb4c756fa21b2_2217)[easures](#i64187c65009f49278c8cb4c756fa21b2_2217)” later in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

Thermo Fisher Scientific Inc. enables customers to make the world healthier, cleaner and safer by helping them accelerate life sciences research, solve complex analytical challenges, improve patient diagnostics and therapies, and increase laboratory productivity.

Markets served include pharmaceutical and biotech, academic and government, industrial and applied, as well as healthcare and diagnostics.

| (Dollars in millions except per share amounts) | | | | | | 2021 | | | | | | 2020 | | | | | | Change | | |

| Revenues | | | | | | $ | 39,211 | | | | | $ | 32,218 | | | | | 22 | | % |

| Adjusted operating income *(non-GAAP measure)* | | | | | | $ | 12,138 | | | | | $ | 9,556 | | | | | 27 | | % |

| Adjusted operating income margin *(non-GAAP measure)* | | | | | | 31.0 | | % | | | | 29.7 | | % | | | | 1.3 | | pt |

| GAAP diluted earnings per share attributable to Thermo Fisher Scientific Inc. | | | | | | $ | 19.46 | | | | | $ | 15.96 | | | | | 22 | | % |

| Adjusted earnings per share *(non-GAAP measure)* | | | | | | $ | 25.13 | | | | | $ | 19.56 | | | | | 28 | | % |

*Organic Revenue Growth*

| | | | | | | | | |

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

| Revenue growth | | | | | | 22 | | % |

| Impact of acquisitions | | | | | | 3 | | % |

| Impact of currency translation | | | | | | 2 | | % |

| Organic revenue growth* *(non-GAAP measure)* | | | | | | 17 | | % |

* Results may not sum due to rounding.

During 2021, the Life Sciences Solutions and Specialty Diagnostics segments as well as the laboratory products business continued to support COVID-19 diagnostic testing, scaling and evolving their molecular diagnostics solutions and plastic consumables businesses to respond to the on-going COVID-19 pandemic.

The biosciences and bioproduction businesses also expanded their capacity to meet the needs of pharma and biotech customers as they rapidly expanded their own production volumes to meet global vaccine manufacturing requirements.

Additionally, through our pharma services business, we provided our pharma and biotech customers with the services they needed to develop and produce vaccines and therapies globally.

Sales of products related to COVID-19 response were $9.23 billion and $6.63 billion in 2021 and 2020, respectively.

Conditions were strong in each of the company’s end markets during 2021.

Revenues were particularly strong in pharma and biotech driven by strong market dynamics and the company’s role in supporting customers across a wide range of therapeutic areas, including our role in supporting COVID-19 vaccines and therapies.

Customers in the academic and

Overview (continued)

government market increased demand as a result of positive funding trends around the globe and a return to pre-pandemic levels of activity.

Customer activity in the industrial and applied market returned to pre-pandemic levels in 2021.

Revenues from customers in the diagnostics and healthcare market were driven by growth in COVID-19 testing-related products as the company continued to support the societal response to the pandemic.

Sales growth was strong across all geographic regions during 2021.

The company continues to execute its proven growth strategy which consists of three pillars:

- Developing high-impact, innovative new products,

- Leveraging our scale in high-growth and emerging markets, and

- Delivering a unique value proposition to our customers.

On January 15, 2021, the company acquired, within the Laboratory Products and Biopharma Services segment, the Belgium-based European viral vector manufacturing business of Groupe Novasep SAS for $830 million in net cash consideration.

The European viral vector manufacturing business provides manufacturing services for vaccines and therapies to biotechnology companies and large biopharma customers.

The acquisition expands the segment’s capabilities for cell and gene vaccines and therapies.

On February 25, 2021, the company acquired, within the Life Sciences Solutions segment, Mesa Biotech, Inc., a U.S.-based molecular diagnostic company, for $407 million in net cash consideration and contingent consideration with an initial fair value of $65 million due upon the completion of certain milestones.

Mesa Biotech has developed and commercialized a PCR based rapid point-of-care testing platform available for detecting infectious diseases including COVID-19.

The acquisition enables the company to accelerate the availability of reliable and accurate advanced molecular diagnostics at the point of care.

The company develops, manufactures and sells a broad range of products that are sold worldwide.

The company expands the product lines and services it offers by developing and commercializing its own technologies and by making strategic acquisitions of complementary businesses.

The company 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.

The company’s strategy is to augment internal growth at existing businesses with complementary acquisitions.

The company’s principal recent acquisitions and divestitures are described below.

On April 30, 2019, the company acquired, within the Laboratory Products and Services segment, Brammer Bio for approximately $1.67 billion in cash.

Brammer Bio is a leading viral vector contract development and manufacturing organization for gene and cell therapies.

The acquisition expanded the segment’s contract manufacturing capabilities.

Brammer Bio reported revenues of approximately $140 million in 2018.

On June 28, 2019, the company sold its Anatomical Pathology business to PHC Holdings Corporation for $1.13 billion, net of cash divested.

The business was part of the Specialty Diagnostics segment.

Revenues in 2019, through the date of sale, and the full year 2018 of the business sold were approximately $115 million and $238 million, respectively, net of retained sales through the company's healthcare market and research and safety market channel businesses.

| Eliminations | | | | | | (2,662) | | | | | | (8.3) | | % | | | | (1,153) | | | | | | (4.5) | | % |

| | | | | | | $ | 32,218 | | | | | 100 | | % | | | | $ | 25,542 | | | | | 100 | | % |

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

Sales increased $78 million due to acquisitions, net of a divestiture.

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

Overview of Results of Operations and Liquidity (continued)

Aside from the effects of acquisitions/divestitures and currency translation, revenues increased $6.47 billion (25%) primarily due to increased demand.

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.

In 2020, total company operating income and operating income margin were $7.79 billion and 24.2%, respectively, compared with $4.59 billion and 18.0%, respectively, in 2019.

The increase in operating income was primarily due to profit on higher sales and, to a lesser extent, sales mix, offset in part by a gain on the sale of the Anatomical Pathology business included in the 2019 period and strategic growth investments in 2020.

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

The company recorded a provision for income taxes of $374 million in 2019 (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 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 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 can vary significantly from period to period as a result of discrete income tax factors and events.

Net income increased to $6.38 billion in 2020, from $3.70 billion in 2019 principally due to the increase in operating income in 2020 (discussed above) offset in part by the increase in the income tax provision.

During 2020, the company’s cash flow from operations totaled $8.29 billion compared with $4.97 billion for 2019.

The increase primarily resulted from higher cash provided by income and, to a lesser extent, lower investment in working capital in 2020.

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

equivalent to outstanding commercial paper to provide a source of funds in the event that commercial paper markets are not available.

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

As of December 31, [removed: 2020,] [added: 2021,] the company’s debt portfolio was comprised primarily of fixed rate borrowings.

[removed: The fair market value of the company’s] fixed interest rate debt is subject to interest rate risk.

The total estimated fair value of the company’s debt at December 31, [removed: 2020] [added: 2021] was [removed: $24.67] [added: $36.05] billion (Note 14).

If interest rates were to decrease by 100 basis points, the fair value of the company’s debt at December 31, [removed: 2020] [added: 2021] would increase by approximately [removed: $1.52] [added: $2.51] billion.

If interest rates were to increase by 100 basis points, the fair value of the company’s debt at December 31, [removed: 2020] [added: 2021] would decrease by approximately [removed: $1.92] [added: $2.52] billion.

In [removed: 2020,] [added: 2021,] 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: $14] [added: $6] million.

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

A 10% depreciation in year-end [removed: 2020] [added: 2021] functional currencies, relative to the U.S. dollar, would result in a reduction of shareholders’ equity of approximately [removed: $1.22] [added: $1.23] billion.

A 10% depreciation in year-end [removed: 2020] [added: 2021] 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: $410] [added: $71] million.

A 10% appreciation in year-end [removed: 2020] [added: 2021] non-functional currency exchange rates related to the company’s contracts would result in an unrealized gain on forward currency-exchange contracts of [removed: $348] [added: $71] million.

A 10% depreciation in the related year-end [removed: 2020] [added: 2021] non-functional currency exchange rates applied to such cash balances would result in a negative impact of [removed: $18] [added: $27] million on the company’s net income.

The fair market value of the company’s

Quantitative and Qualitative Disclosures About Market Risk (continued)

We serve [removed: more than 400,000] customers working in pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as environmental, industrial quality and process control settings.

Our global team [removed: of more than 80,000 colleagues] delivers 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 [removed: Services] [added: Services, Patheon] and [removed: Patheon.][added: PPD.]

Our goal is to make our customers more productive in an increasingly competitive business environment, and enable them to solve their challenges, from complex research to improved patient care, [removed: environmental] [added: environmental, industrial quality] 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 revenues, expenses, earnings, margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, [added: and] 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; 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](#i6322bc1fdd8045f890c4ba8806713dd3_16)”] [added: Factors](#i64187c65009f49278c8cb4c756fa21b2_16)”] in Part I, Item 1A.

We report our business in four segments – Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics, and Laboratory Products and [added: Biopharma] Services.

[removed: And] [added: Additionally,] through our [removed: Pharma Services] [added: pharma services] business, we provided our pharma and biotech customers with the [removed: set of products and] services they needed to develop and produce vaccines and [removed: therapies.][added: therapies globally.]

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 infection [removed: and disease.]

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

The portfolio includes antibodies and products for protein purification, detection, modification, and analysis; and sequencing, detection and purification products used for [removed: high content] [added: high-content] analysis of nucleic acids.

- Protein analysis products, including [removed: pre-cast] [added: precast] electrophoresis gels for separating nucleic acids and proteins, and western blotting and staining tools.

Our offerings include real-time [removed: PCR] [added: polymerase chain reaction (PCR)] technology used to identify changes in gene expression, genotyping or proteins on an individual gene-by-gene 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.

- Production cell culture media solutions, which are used by leading biotechnology and pharmaceutical companies to grow cells in controlled conditions and enable large scale cGMP (Current Good Manufacturing Practices) manufacturing of drugs and [removed: vaccines.][added: vaccines, including the COVID-19 vaccine.]

- Scalable solutions for the manufacture of cell [removed: therapy based] [added: therapy-based] drugs.

These products are complemented by laboratory information management systems (LIMS); chromatography data systems (CDS); database analytical tools; automation systems; a range of consumables, such as a [removed: full] line of chromatography columns; and a range of sample preparation and separation products including auto-samplers and multiplexing systems.

Our chromatography product line includes [removed: high performance] [added: high-performance] liquid chromatography, ion chromatography and gas chromatography systems, all of which are supported by our Chromeleon chromatography data system software.

Our high-pressure liquid chromatography (HPLC) and [removed: ultrahigh pressure] [added: ultrahigh-pressure] liquid chromatography (UHPLC) systems offer high throughput and sensitivity and are sold either as stand-alone systems or integrated with our mass spectrometers (LC/MS and LC/MS/MS).

Separation technology is common to all gas chromatography [removed: analyzers,] [added: analyzers] and is paired with either a conventional detector (GC) or with different types of mass spectrometers (GC/MS).

Our GC/MS offering includes a [removed: triple stage] [added: triple-stage] quadrupole, a [removed: single stage] [added: single-stage] quadrupole, an Orbitrap, and an ion [removed: trap,] [added: trap] for a range of applications, including food safety testing, quantitative screening of environmental samples, and complex molecular analyses.

Our comprehensive offering includes life sciences mass spectrometry systems; and inorganic mass spectrometry systems; as well as a range of sample preparation and separation [removed: products] [added: products,] including auto-samplers and multiplexing systems.

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

Our Orbitrap technologies provide [removed: high resolution] [added: high-resolution] and accurate mass capabilities for both research and applied markets and are well suited for drug metabolism, proteomics, environmental analysis, food safety, toxicology and clinical research applications.

- *Inorganic Mass Spectrometers* include four product lines: isotope ratio mass spectrometry (IRMS); multi-collector isotope ratio mass spectrometry (MC/IRMS); inductively coupled plasma mass spectrometry (ICP/MS); and [removed: high resolution] [added: high-resolution] trace mass spectrometry (HR Trace/MS).

Our chemical analysis products fall into three main categories: [removed: materials] [added: production, process] and [removed: minerals instruments;] [added: analytics;] field safety instruments; and environmental and process instruments.

- [removed: *Materials] [added: *Production, Process] and [removed: Minerals Instruments* include] [added: Analytics* includes] production line process [removed: monitoring,] [added: monitoring] and control systems for a range of industrial applications.

We also offer on-line analyzers based on a variety of [removed: technologies] [added: technologies,] such as X-ray imaging and ultra-trace chemical detection, to inspect packaged goods for physical contaminants, validate fill quantities, or check for missing or broken parts on-line and at high speeds in the food and beverage, pharmaceutical production and packaging [removed: industries] [added: industries,] to maintain safety and quality standards.

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

Our portable optical analyzers utilize Raman, Fourier transform infrared (FTIR) and near-infrared (NIR) technologies for use in the field by first [removed: responders,] [added: responders] and law enforcement and military personnel who need to quickly and accurately identify chemicals and explosives in critical safety and security situations.

Our [added: electron microscopy business (formerly known as] materials and structural analysis [removed: business] [added: business)] includes electron microscopy, molecular spectroscopy and [removed: laboratory] [added: bulk] elemental analysis instruments that are used by customers in life sciences, materials [removed: sciences] [added: sciences, semiconductor] and industrial markets to accelerate breakthrough discoveries.

[removed: *•Electron] [added: - *Electron] Microscopy Instruments* include transmission electron microscopes which provide imaging and characterization at the atomic scale, with applications in semiconductor development, materials science research and the characterization of protein structure and function.

We also offer electrical failure analysis instruments which are used in root cause failure analysis and quality [removed: control,] [added: control;] microCT instruments which are micro-computed tomography solutions for quantitative analysis of a broad range of materials, providing 3D visualization of large volumes [removed: non-destructively and 3D visualization software that turns the data] [added: non-destructively;] and [removed: images generated by] a [removed: broad] range of [added: surface analysis] instruments [removed: into 3D visualizations of] [added: commonly used in] the [removed: microscopic sample, allowing quantitative] [added: semiconductor, metals, coatings, and polymer industries as a product development and failure] analysis [removed: of material properties.][added: tool.]

- [removed: *Laboratory] [added: *Bulk] Elemental Analysis Instruments* and analyzers use [removed: X-ray fluorescence (XRF),] [added: XRF,] X-ray diffraction (XRD), and arc spark optical emission (OES) techniques for accurate and precise analysis of bulk materials in the metals, cement, minerals, and petrochemicals industries.

Our healthcare products are used to increase the speed and accuracy of diagnoses, which improves patient care in a more [removed: cost efficient] [added: cost-efficient] manner.

In particular, we provide products used for COVID-19 [removed: testing,] [added: 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.

We also [removed: private label] [added: private-label] many of our reagents and controls for major *in vitro* diagnostics companies through OEM arrangements.

[removed: In addition, we] [added: We] offer antibody tests for approximately 20 indications to help diagnose autoimmune diseases such as rheumatoid arthritis, celiac disease, lupus and scleroderma.

Laboratory Products and [added: Biopharma] Services Segment

Our Laboratory Products and [added: Biopharma] Services segment [added: (formerly known as Laboratory Products and Services)] offers virtually everything needed for the laboratory.

Our unique combination of self-manufactured and sourced products and extensive service [removed: offering,] [added: offering] enables our customers to focus on their core activities and helps them to be more efficient, productive and [removed: cost effective.][added: cost-effective.]

The segment also includes a comprehensive offering of outsourced services used by the pharmaceutical and biotech industries for drug development, clinical [added: research, clinical] trials [removed: logistics] [added: services] and commercial drug manufacturing.

On December 8, 2021, the company acquired PPD, Inc., a leading global provider of clinical research services to the pharma and biotech industry.

The addition of PPD’s clinical research services enhances our offering to biotech and pharma customers by enabling them to accelerate innovation and increase their productivity within the drug development process.

PPD is now part of our Laboratory Products and Biopharma Services segment.

During 2021, the Life Sciences Solutions and Specialty Diagnostics segments as well as the laboratory products business continued to support COVID-19 diagnostic testing, scaling and evolving their molecular diagnostics solutions and plastic consumables businesses to respond to the on-going COVID-19 pandemic.

The biosciences and bioproduction businesses also expanded their capacity to meet the needs of pharma and biotech customers as they rapidly expanded their own production volumes to meet global vaccine manufacturing requirements.

and disease.

Electron Microscopy

We also provide 3D visualization software that turns the data and images generated by a broad range of instruments into 3D visualizations of the microscopic sample, allowing for quantitative analysis of material properties.

line.

- *Advanced Therapy Services -* We provide a global network of cell and gene therapy development, manufacturing and supply chain services for Plasmid, mRNA drug substance and cell therapy manufacturing.

Clinical Research

We offer comprehensive, integrated clinical development and analytical services to our biopharmaceutical, biotechnology, government and academic customers.

Our clinical development services include all phases of development (i.e., Phases I-IV), peri- and post-approval and site and patient access services.

Our analytical services include a range of high-value, advanced testing services, including bioanalytical, biomarker, vaccine, cGMP and central laboratory services.

- *Clinical Development Services* - Within our clinical development services business, we provide early development and clinical research management services, site and patient access services, and peri- and post-approval services.

Through our early development and clinical research management services offering, we provide comprehensive support to early clinical development programs, including Phase I trials.

We conduct early-phase studies at our dedicated in-patient clinical facilities and complement these Phase I clinical research units with a global network of affiliated clinical trial sites.

We also provide full-service protocol management for Phases II-IV clinical research studies for investigational new drugs, biologics and medical devices.

Our suite of services for Phases II-IV clinical trials includes protocol design; clinical trial strategic feasibility and investigator site selection; project management; site study startup activities; patient recruitment; clinical monitoring and data capture; data management; biostatistics; safety medical monitoring/pharmacovigilance; regulatory affairs; medical writing; global clinical supplies; eClinical services; quality assurance; and virtual and digitally enabled trial solutions.

Through our site and patient access services offering we combine our unique-in-industry patient recruitment capability with a large independent network of dedicated clinical research investigator sites to offer services to complement the traditional site selection model, speeding study enrollment through efficient and predictive centralized recruitment while leveraging our network sites exclusively or in conjunction with independent investigators.

Through our peri- and post-approval services offering, we provide real-world research and evidence-based solutions to demonstrate the real-world effectiveness, safety, and value of biopharmaceutical and biotechnology products.

We also provide industry inbound and outbound peri- and post-approval contact center solutions focused on medical and clinical support to the biopharmaceutical industry.

- *Analytical Services* - We own and operate an integrated and scaled suite of laboratory services.

Our bioanalytical laboratories analyze drug and metabolite concentrations from biological fluid and tissue samples within preclinical and human clinical studies.

Our biomarker laboratory is closely aligned with both the central laboratories and bioanalytical laboratories to provide customized solutions for biomarker projects, including ligand binding, flow cytometry and molecular genomics.

We also perform testing for vaccines, such as immunogenicity testing to evaluate the efficacy of vaccines in inducing cellular and humoral immune responses, and employ molecular detection methods, such as

polymerase chain reaction testing to detect the absence of pathogens or to characterize attenuated vaccine strains following administration of a vaccine.

We provide early preclinical development through post-approval testing services and product analysis laboratory services that are designed to be compliant with cGMPs, and our central laboratories provide highly standardized safety and biomarker testing services with customized results databases for our customers.

- PPD is our clinical research services brand, helping customers in the biopharmaceutical industry bring their medicines and other treatments to patients around the world.

Our clinical development services include all phases of development (i.e., Phases I-IV), peri- and post-approval and site and patient access services.

Our analytical services offer a range of high-value, advanced testing services, including bioanalytical, biomarker, vaccine, cGMP and central laboratory services.

No single supplier is material, although for reasons of quality assurance, regulatory requirements, cost effectiveness, availability or uniqueness of design, certain materials components may be sourced from a single supplier or a limited number of suppliers that can readily provide such materials or components.

For a discussion of risks related to our supply chain and raw material and fuel prices, refer to “[Risk Factors](#i64187c65009f49278c8cb4c756fa21b2_16)” in Part I, Item 1A.

All trademarks, trade names, product names, graphics and logos of Thermo Fisher contained herein are trademarks or registered trademarks of Thermo Fisher or its subsidiaries, as applicable, in the United States and/or other countries.

Solely for convenience, we may refer to trademarks in this Annual Report on Form 10-K without the ™ and ® symbols.

Such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted by law, our rights to our trademarks.

To the extent other trademarks appear in this Annual Report on Form 10-K, they are the property of their respective owners.

After years of additional study, in September, 2020, USEPA revised its cleanup plan by selecting an interim remedial approach that includes groundwater treatment followed by additional monitoring of site conditions.

Depending on the results of these treatment and monitoring activities over the next several years, USEPA anticipates selecting a final groundwater remedy for the site.

In November 2021, the 2011 consent decree was amended to reflect the parties’ obligations to implement USEPA’s interim remedy.

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.

healthcare, academic, and government markets.

Materials and Structural Analysis

We also provide a range of surface analysis instruments commonly used in the semiconductor, metals, coatings, and polymer industries as a product development and failure analysis tool.

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

We do not anticipate any difficulties obtaining the raw materials essential to our business.

regulations of the Department of Transportation, the Federal Aviation Administration and similar foreign agencies.

to business challenges.

In addition, paper copies

| Peter E. Hornstra | | | | | | 61 | | | | | | Vice President and Chief Accounting Officer (2001) | | | Corporate Controller (1996-2007) | | |

See “Note 12 to our Consolidated Financial Statements – [Commitments and [removed: Contingencies](#i6322bc1fdd8045f890c4ba8806713dd3_187).”][added: Contingencies](#i64187c65009f49278c8cb4c756fa21b2_190).”]

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, [removed: 2020] [added: 2021] or

As of [removed: June 26, 2020,] [added: July 2, 2021,] the aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately [removed: $138,639,543,000] [added: $201,672,052,000] (based on the last reported sale of common stock on the New York Stock Exchange Composite Tape reporting system on [removed: June 26, 2020).][added: July 2, 2021).]

As of February [removed: 6, 2021,] [added: 5, 2022,] the Registrant had [removed: 393,793,362] [added: 391,191,770] shares of Common Stock outstanding.

Sections of Thermo Fisher’s definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders are incorporated by reference into Parts II and III of this report.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]

| [Item [removed: 1.](#i6322bc1fdd8045f890c4ba8806713dd3_13)] [added: 1.](#i64187c65009f49278c8cb4c756fa21b2_13)] | | | [removed: [Business](#i6322bc1fdd8045f890c4ba8806713dd3_13)] [added: [Business](#i64187c65009f49278c8cb4c756fa21b2_13)] | | | [removed: [3](#i6322bc1fdd8045f890c4ba8806713dd3_13)] [added: [3](#i64187c65009f49278c8cb4c756fa21b2_13)] | | |

| [Item [removed: 1A.](#i6322bc1fdd8045f890c4ba8806713dd3_16)] [added: 1A.](#i64187c65009f49278c8cb4c756fa21b2_16)] | | | [Risk [removed: Factors](#i6322bc1fdd8045f890c4ba8806713dd3_16)] [added: Factors](#i64187c65009f49278c8cb4c756fa21b2_16)] | | | [removed: [15](#i6322bc1fdd8045f890c4ba8806713dd3_16)] [added: [17](#i64187c65009f49278c8cb4c756fa21b2_16)] | | |

| [Item [removed: 1B.](#i6322bc1fdd8045f890c4ba8806713dd3_19)] [added: 1B.](#i64187c65009f49278c8cb4c756fa21b2_19)] | | | [Unresolved Staff [removed: Comments](#i6322bc1fdd8045f890c4ba8806713dd3_19)] [added: Comments](#i64187c65009f49278c8cb4c756fa21b2_19)] | | | [removed: [23](#i6322bc1fdd8045f890c4ba8806713dd3_19)] [added: [25](#i64187c65009f49278c8cb4c756fa21b2_19)] | | |

| [Item [removed: 2.](#i6322bc1fdd8045f890c4ba8806713dd3_22)] [added: 2.](#i64187c65009f49278c8cb4c756fa21b2_22)] | | | [removed: [Properties](#i6322bc1fdd8045f890c4ba8806713dd3_22)] [added: [Properties](#i64187c65009f49278c8cb4c756fa21b2_22)] | | | [removed: [23](#i6322bc1fdd8045f890c4ba8806713dd3_22)] [added: [25](#i64187c65009f49278c8cb4c756fa21b2_22)] | | |

| [Item [removed: 3.](#i6322bc1fdd8045f890c4ba8806713dd3_25)] [added: 3.](#i64187c65009f49278c8cb4c756fa21b2_25)] | | | [Legal [removed: Proceedings](#i6322bc1fdd8045f890c4ba8806713dd3_25)] [added: Proceedings](#i64187c65009f49278c8cb4c756fa21b2_25)] | | | [removed: [23](#i6322bc1fdd8045f890c4ba8806713dd3_25)] [added: [25](#i64187c65009f49278c8cb4c756fa21b2_25)] | | |

| [Item [removed: 4.](#i6322bc1fdd8045f890c4ba8806713dd3_28)] [added: 4.](#i64187c65009f49278c8cb4c756fa21b2_28)] | | | [Mine Safety [removed: Disclosures](#i6322bc1fdd8045f890c4ba8806713dd3_28)] [added: Disclosures](#i64187c65009f49278c8cb4c756fa21b2_28)] | | | [removed: [23](#i6322bc1fdd8045f890c4ba8806713dd3_28)] [added: [25](#i64187c65009f49278c8cb4c756fa21b2_28)] | | |

| [Item [removed: 5.](#i6322bc1fdd8045f890c4ba8806713dd3_34)] [added: 5.](#i64187c65009f49278c8cb4c756fa21b2_34)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6322bc1fdd8045f890c4ba8806713dd3_34)] [added: Securities](#i64187c65009f49278c8cb4c756fa21b2_34)] | | | [removed: [23](#i6322bc1fdd8045f890c4ba8806713dd3_34)] [added: [25](#i64187c65009f49278c8cb4c756fa21b2_34)] | | |

| [Item [removed: 6.](#i6322bc1fdd8045f890c4ba8806713dd3_2090)] [added: 6.](#i64187c65009f49278c8cb4c756fa21b2_43)] | | | [removed: [Reserved](#i6322bc1fdd8045f890c4ba8806713dd3_2090)] [added: [Reserved](#i64187c65009f49278c8cb4c756fa21b2_43)] | | | [removed: [23](#i6322bc1fdd8045f890c4ba8806713dd3_2090)] [added: [25](#i64187c65009f49278c8cb4c756fa21b2_43)] | | |

| [Item [removed: 7.](#i6322bc1fdd8045f890c4ba8806713dd3_46)] [added: 7.](#i64187c65009f49278c8cb4c756fa21b2_2035)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6322bc1fdd8045f890c4ba8806713dd3_46)] [added: Operations](#i64187c65009f49278c8cb4c756fa21b2_2035)] | | | [removed: [24](#i6322bc1fdd8045f890c4ba8806713dd3_46)] [added: [26](#i64187c65009f49278c8cb4c756fa21b2_2035)] | | |

| [Item [removed: 7A.](#i6322bc1fdd8045f890c4ba8806713dd3_67)] [added: 7A.](#i64187c65009f49278c8cb4c756fa21b2_73)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6322bc1fdd8045f890c4ba8806713dd3_67)] [added: Risk](#i64187c65009f49278c8cb4c756fa21b2_73)] | | | [removed: [33](#i6322bc1fdd8045f890c4ba8806713dd3_67)] [added: [35](#i64187c65009f49278c8cb4c756fa21b2_73)] | | |

| [Item [removed: 8.](#i6322bc1fdd8045f890c4ba8806713dd3_70)] [added: 8.](#i64187c65009f49278c8cb4c756fa21b2_76)] | | | [Financial Statements and Supplementary [removed: Data](#i6322bc1fdd8045f890c4ba8806713dd3_70)] [added: Data](#i64187c65009f49278c8cb4c756fa21b2_76)] | | | [removed: [34](#i6322bc1fdd8045f890c4ba8806713dd3_70)] [added: [36](#i64187c65009f49278c8cb4c756fa21b2_76)] | | |

| [Item [removed: 9.](#i6322bc1fdd8045f890c4ba8806713dd3_73)] [added: 9.](#i64187c65009f49278c8cb4c756fa21b2_79)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6322bc1fdd8045f890c4ba8806713dd3_73)] [added: Disclosure](#i64187c65009f49278c8cb4c756fa21b2_79)] | | | [removed: [34](#i6322bc1fdd8045f890c4ba8806713dd3_73)] [added: [36](#i64187c65009f49278c8cb4c756fa21b2_79)] | | |

| [Item [removed: 9A.](#i6322bc1fdd8045f890c4ba8806713dd3_76)] [added: 9A.](#i64187c65009f49278c8cb4c756fa21b2_82)] | | | [Controls and [removed: Procedures](#i6322bc1fdd8045f890c4ba8806713dd3_76)] [added: Procedures](#i64187c65009f49278c8cb4c756fa21b2_82)] | | | [removed: [34](#i6322bc1fdd8045f890c4ba8806713dd3_76)] [added: [36](#i64187c65009f49278c8cb4c756fa21b2_82)] | | |

| [Item [removed: 9B.](#i6322bc1fdd8045f890c4ba8806713dd3_79)] [added: 9B.](#i64187c65009f49278c8cb4c756fa21b2_85)] | | | [Other [removed: Information](#i6322bc1fdd8045f890c4ba8806713dd3_79)] [added: Information](#i64187c65009f49278c8cb4c756fa21b2_85)] | | | [removed: [34](#i6322bc1fdd8045f890c4ba8806713dd3_79)] [added: [37](#i64187c65009f49278c8cb4c756fa21b2_85)] | | |

| [Item [removed: 10.](#i6322bc1fdd8045f890c4ba8806713dd3_85)] [added: 10.](#i64187c65009f49278c8cb4c756fa21b2_91)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6322bc1fdd8045f890c4ba8806713dd3_85)] [added: Governance](#i64187c65009f49278c8cb4c756fa21b2_91)] | | | [removed: [35](#i6322bc1fdd8045f890c4ba8806713dd3_85)] [added: [38](#i64187c65009f49278c8cb4c756fa21b2_91)] | | |

| [Item [removed: 11.](#i6322bc1fdd8045f890c4ba8806713dd3_88)] [added: 11.](#i64187c65009f49278c8cb4c756fa21b2_94)] | | | [Executive [removed: Compensation](#i6322bc1fdd8045f890c4ba8806713dd3_88)] [added: Compensation](#i64187c65009f49278c8cb4c756fa21b2_94)] | | | [removed: [35](#i6322bc1fdd8045f890c4ba8806713dd3_88)] [added: [38](#i64187c65009f49278c8cb4c756fa21b2_94)] | | |

| [Item [removed: 12.](#i6322bc1fdd8045f890c4ba8806713dd3_91)] [added: 12.](#i64187c65009f49278c8cb4c756fa21b2_97)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6322bc1fdd8045f890c4ba8806713dd3_91)] [added: Matters](#i64187c65009f49278c8cb4c756fa21b2_97)] | | | [removed: [35](#i6322bc1fdd8045f890c4ba8806713dd3_91)] [added: [38](#i64187c65009f49278c8cb4c756fa21b2_97)] | | |

| [Item [removed: 13.](#i6322bc1fdd8045f890c4ba8806713dd3_94)] [added: 13.](#i64187c65009f49278c8cb4c756fa21b2_100)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6322bc1fdd8045f890c4ba8806713dd3_94)] [added: Independence](#i64187c65009f49278c8cb4c756fa21b2_100)] | | | [removed: [35](#i6322bc1fdd8045f890c4ba8806713dd3_94)] [added: [38](#i64187c65009f49278c8cb4c756fa21b2_100)] | | |

| [Item [removed: 14.](#i6322bc1fdd8045f890c4ba8806713dd3_97)] [added: 14.](#i64187c65009f49278c8cb4c756fa21b2_103)] | | | [Principal Accountant Fees and [removed: Services](#i6322bc1fdd8045f890c4ba8806713dd3_97)] [added: Services](#i64187c65009f49278c8cb4c756fa21b2_103)] | | | [removed: [35](#i6322bc1fdd8045f890c4ba8806713dd3_97)] [added: [38](#i64187c65009f49278c8cb4c756fa21b2_103)] | | |

| [Item [removed: 15.](#i6322bc1fdd8045f890c4ba8806713dd3_103)] [added: 15.](#i64187c65009f49278c8cb4c756fa21b2_109)] | | | [Exhibits and Financial Statement [removed: Schedules](#i6322bc1fdd8045f890c4ba8806713dd3_103)] [added: Schedules](#i64187c65009f49278c8cb4c756fa21b2_109)] | | | [removed: [35](#i6322bc1fdd8045f890c4ba8806713dd3_103)] [added: [39](#i64187c65009f49278c8cb4c756fa21b2_109)] | | |

| [Item [removed: 16.](#i6322bc1fdd8045f890c4ba8806713dd3_106)] [added: 16.](#i64187c65009f49278c8cb4c756fa21b2_112)] | | | [Form 10-K [removed: Summary](#i6322bc1fdd8045f890c4ba8806713dd3_106)] [added: Summary](#i64187c65009f49278c8cb4c756fa21b2_112)] | | | [removed: [35](#i6322bc1fdd8045f890c4ba8806713dd3_106)] [added: [39](#i64187c65009f49278c8cb4c756fa21b2_112)] | | |

| [Item 9C.](#i64187c65009f49278c8cb4c756fa21b2_2877) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i64187c65009f49278c8cb4c756fa21b2_2877) | | | [37](#i64187c65009f49278c8cb4c756fa21b2_2877) | | |

| | | | | | | | | |

| 2.150% Notes due 2022 | | | | | | TMO 22A | | | | | | New York Stock Exchange | | |

As of February [removed: 6, 2021,] [added: 5, 2022,] the company had [removed: 2,861] [added: 2,619] holders of record of its common stock.

There was no share repurchase activity for the company’s fourth quarter of [removed: 2020.][added: 2021.]

On [removed: November 8, 2019,] [added: September 23, 2021,] the Board of Directors authorized the repurchase of up to [removed: $2.50] [added: $3.00] billion of the company’s common stock.

Early in the first quarter of [removed: 2021,] [added: 2022,] the company repurchased [removed: $1.50] [added: $2.00] billion of the company's common stock.

At February 24, [removed: 2021,] [added: 2022,] $1.00 billion was available for future repurchases of the company’s common stock under this authorization.

On November 5, 2020, the Board of Directors replaced the existing authorization to repurchase the company’s common stock, of which $1.00 billion was remaining, with a new authorization to repurchase up to $2.50 billion of the company’s common stock.

See [Item 15 “Exhibits and Financial Statement [removed: Schedules.](#i6322bc1fdd8045f890c4ba8806713dd3_103)”][added: Schedules.](#i64187c65009f49278c8cb4c756fa21b2_109)”]

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: 2020,] [added: 2021,] 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: 2020] [added: 2021] 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: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] as stated in their report that appears on page F-2 of this Annual Report on Form 10-K.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

THERMO FISHER SCIENTIFIC INC.

Management’s assessment of the effectiveness of the company’s internal control over financial reporting as of December 31, 2021, excluded PPD, Inc., Mesa Biotech, Inc. and PeproTech, Inc., which were acquired by the company in 2021 in separate purchase business combinations.

These entities, whose total assets and total revenues were excluded from the company’s assessment, represented approximately 5% and 2%, respectively, of the related consolidated amounts as of and for the year ended December 31, 2021.

Based upon Securities and Exchange Commission staff guidance, companies are allowed to exclude certain acquisitions from their assessments of internal control over financial reporting during the first year of an acquisition while integrating the acquired companies.

On February 24, 2022, the company and Mark P.

Stevenson entered into a consulting agreement relating to ongoing services that Mr. Stevenson will provide to the company following his last day as an employee on March 18, 2022.

Under the consulting agreement, which has a term ending March 1, 2023, Mr. Stevenson will serve on the company’s Scientific Advisory Board and will also provide ongoing advice and services relating to COVID-19 research and products.

During the term of the consulting agreement, Mr. Stevenson’s outstanding and unvested equity awards granted in fiscal year 2021 will continue to vest in accordance with their original terms based on his continued service to the company and, if he provides consulting services through March 1, 2023, his outstanding and unvested equity awards granted in fiscal year 2021 will vest to the same extent as if he had retired as an employee on March 1, 2023 and the post-termination exercise period of all of Mr. Stevenson’s stock options, to the extent vested and exercisable on March 1, 2023, will be extended until the original maximum term of such stock options.

The agreement also contains provisions that restrict Mr. Stevenson’s ability during the term of the consulting agreement, and (i) for a period of twelve months thereafter, to work for or provide consulting services to, any competitor of the company, and (ii) for a period of eighteen months thereafter, to solicit for hire employees or consultants of the company or to solicit customers or clients of the company.

The foregoing summary of the consulting agreement is subject to, and qualified in its entirety by, the full text of such agreement, which is filed as an exhibit to this Annual Report on Form 10-K.

Not applicable.

THERMO FISHER SCIENTIFIC INC.

PART III

Not applicable.

THERMO FISHER SCIENTIFIC INC.

PART III

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: (2021] [added: (2022] Definitive Proxy Statement) [added: including under “Corporate governance—Board of directors—selection, skills] and [added: experience—Director nominee skills, experience, and background,” and “Corporate governance—Board of directors—selection, skills and experience—Nominees and incumbent directors,” 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](#i6322bc1fdd8045f890c4ba8806713dd3_13)] [added: I](#i64187c65009f49278c8cb4c756fa21b2_13)] of this report.

The other information required by this Item will be contained in our [removed: 2021] [added: 2022] Definitive Proxy Statement [added: including under “Corporate governance—Board practices, policies] and [added: processes —Corporate Governance Guidelines” and “Corporate Governance—Board leadership structure—Board committees,” and] is incorporated in this report by reference.

The information required by this Item will be contained in our [removed: 2021] [added: 2022] Definitive Proxy Statement [added: including under “Corporate governance—Compensation of directors,”] and [added: “Executive compensation,” and] is incorporated in this report by reference.

The information required by this Item will be contained in our [removed: 2021] [added: 2022] Definitive Proxy Statement [added: including under “Information about stock ownership—Equity compensation plan information”] and [added: “Information about stock ownership—Security ownership of certain beneficial owners and management,” and] is incorporated in this report by reference.

The information required by this Item will be contained in our [removed: 2021] [added: 2022] Definitive Proxy Statement [added: including under “Corporate governance—Board practices, policies] and [added: processes—Related person transactions,” and “Corporate governance—Board leadership structure—How we assess director independence,” and] is incorporated in this report by reference.

The information required by this Item will be contained in our [removed: 2021] [added: 2022] Definitive Proxy Statement [added: including under “Audit matters—Independent auditor fees”] and [added: “Audit matters—Audit Committee’s pre-approval policies and procedures,” and] is incorporated in this report by reference.

THERMO FISHER SCIENTIFIC INC.

[Report of Independent Registered Public Accounting [removed: Firm](#i6322bc1fdd8045f890c4ba8806713dd3_118)][added: Firm](#i64187c65009f49278c8cb4c756fa21b2_124)]

[Consolidated Balance [removed: Sheet](#i6322bc1fdd8045f890c4ba8806713dd3_121)][added: Sheet](#i64187c65009f49278c8cb4c756fa21b2_127)]

[Consolidated Statement of [removed: Income](#i6322bc1fdd8045f890c4ba8806713dd3_124)][added: Income](#i64187c65009f49278c8cb4c756fa21b2_130)]

[Consolidated Statement of Comprehensive [removed: Income](#i6322bc1fdd8045f890c4ba8806713dd3_127)][added: Income](#i64187c65009f49278c8cb4c756fa21b2_133)]

[Consolidated Statement of Cash [removed: Flows](#i6322bc1fdd8045f890c4ba8806713dd3_133)][added: Flows](#i64187c65009f49278c8cb4c756fa21b2_139)]

[Notes to Consolidated Financial [removed: Statements](#i6322bc1fdd8045f890c4ba8806713dd3_139)][added: Statements](#i64187c65009f49278c8cb4c756fa21b2_145)]

| See the Exhibit Index on page [removed: [37](#i6322bc1fdd8045f890c4ba8806713dd3_112).] [added: [41](#i64187c65009f49278c8cb4c756fa21b2_118).] | | |

[Consolidated Statement of](#i64187c65009f49278c8cb4c756fa21b2_142) [Redeemable](#i64187c65009f49278c8cb4c756fa21b2_142) [Noncontrolling Interest and](#i64187c65009f49278c8cb4c756fa21b2_142) [Equity](#i64187c65009f49278c8cb4c756fa21b2_142)

[Consolidated Statement of Shareholders’ Equity](#i6322bc1fdd8045f890c4ba8806713dd3_136)

| Date: | | | February 24, [removed: 2021] [added: 2022] | | | THERMO FISHER SCIENTIFIC INC. | | | | | |

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 24, [removed: 2021.][added: 2022.]

[removed: THERMO FISHER SCIENTIFIC INC.][added: | Thermo Fisher Scientific Inc. shareholders’ equity: | | | | | | | | | | | | | | |]

| 3.4 | | | | | | [Amended and Restated By-Laws of the Registrant, as amended and effective as of [removed: February 23, 2021](http://www.sec.gov/Archives/edgar/data/97745/000009774521000009/ex31.htm)] [added: July 8, 2021](http://www.sec.gov/Archives/edgar/data/0000097745/000009774521000038/ex311.htm)] (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed [removed: February 24,] [added: July 9,] 2021 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.4 | | | | | | [removed: [Ninth] [added: [Eleventh] Supplemental Indenture, dated as of [removed: July 21,] [added: December 9,] 2015, [removed: among] [added: between] the [removed: Company,] [added: Company and] The Bank of New York Mellon Trust Company, [removed: N.A., as trustee, and The Bank of New York Mellon, London Branch, as paying agent](http://www.sec.gov/Archives/edgar/data/97745/000119312515258551/d35470dex42.htm)] [added: N.A.](http://www.sec.gov/Archives/edgar/data/97745/000119312515399048/d102175dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: July 21,] [added: December 9,] 2015 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.5 | | | | | | [removed: [Eleventh] [added: [Thirteenth] Supplemental Indenture, dated as of [removed: December 9, 2015,] [added: September 12, 2016,] between the Company and The Bank of New York Mellon Trust Company, [removed: N.A.](http://www.sec.gov/Archives/edgar/data/97745/000119312515399048/d102175dex42.htm)] [added: N.A., as trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312516706879/d171547dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: December 9, 2015] [added: September 12, 2016] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.6 | | | | | | [removed: [Twelfth] [added: [Fifteenth] Supplemental Indenture, dated as of [removed: April 13, 2016,] [added: March 16, 2017,] between the Company and The Bank of New York Mellon Trust Company, [removed: N.A.](http://www.sec.gov/Archives/edgar/data/97745/000119312516539975/d148028dex42.htm)] [added: N.A., as trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517084391/d360173dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: April 13, 2016] [added: March 16, 2017] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.7 | | | | | | [removed: [Thirteenth] [added: [Sixteenth] Supplemental Indenture, dated as of [removed: September 12, 2016,] [added: July 24, 2017,] between the Company and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312516706879/d171547dex42.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517233225/d419492dex42.htm)] (filed as Exhibit 4.2 to the [removed: Registrant’s] [added: Registrant's] Current Report on Form 8-K filed [removed: September 12, 2016] [added: July 24, 2017] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.8 | | | | | | [removed: [Fourteenth] [added: [Seventeenth] Supplemental Indenture, dated as of [removed: September 19, 2016,] [added: August 14, 2017,] between the Company and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312516713449/d252217dex42.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517257276/d442851dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: September 19, 2016] [added: August 14, 2017] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.9 | | | | | | [removed: [Fifteenth] [added: [Eighteenth] Supplemental Indenture, dated as of [removed: March 16, 2017,] [added: September 30, 2019,] between the [removed: Company] [added: Company](http://www.sec.gov/Archives/edgar/data/97745/000119312519258147/d807133dex42.htm)[,] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517084391/d360173dex42.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312519258147/d807133dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: March 16, 2017] [added: September 30, 2019] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.10 | | | | | | [removed: [Sixteenth] [added: [Nineteenth] Supplemental Indenture, dated as of [removed: July 24, 2017,] [added: October 8, 2019,] between the [removed: Company] [added: Company](http://www.sec.gov/Archives/edgar/data/97745/000119312519264457/d812464dex42.htm)[,] and [removed: The] [added: the] Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517233225/d419492dex42.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312519264457/d812464dex42.htm)] (filed as Exhibit 4.2 to the [removed: Registrant's] [added: Registrant’s] Current Report on Form 8-K filed [removed: July 24, 2017] [added: October 8, 2019] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.11 | | | | | | [removed: [Seventeenth] [added: [Twenty-First] Supplemental Indenture, dated as of [removed: August 14, 2017,] [added: April 2, 2020,] between the [removed: Company] [added: Company](http://www.sec.gov/Archives/edgar/data/97745/000119312520095953/d850230dex42.htm)[,] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517257276/d442851dex42.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 14, 2017] [added: April 2, 2020] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.12 | | | | | | [removed: [Eighteenth] [added: [Twenty-Second] Supplemental Indenture, dated as of [removed: September 30, 2019,] [added: August 23, 2021,] between the [removed: Company, as issuer,] [added: Company](https://www.sec.gov/Archives/edgar/data/97745/000119312521253972/d140741dex42.htm)[,] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312519258147/d807133dex42.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/97745/000119312521253972/d140741dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: September 30, 2019] [added: August 23, 2021] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.13] [added: 4.14] | | | | | | [removed: [Nineteenth] [added: [Twenty-Third] Supplemental Indenture, dated as of October [removed: 8, 2019,] [added: 22, 2021,] between the [removed: Company, as issuer,] [added: Company](https://www.sec.gov/Archives/edgar/data/0000097745/000119312521305403/d245003dex42.htm)[,] and [removed: the] [added: The] Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312519264457/d812464dex42.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/0000097745/000119312521305403/d245003dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October [removed: 8, 2019] [added: 22, 2021] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.14] [added: 4.15] | | | | | | [removed: [Twentieth Supplemental Indenture,] [added: [Indenture,] dated as of [removed: March 25, 2020 between] [added: August 9, 2016, among Thermo Fisher International, as issuer,] the Company, as [removed: issuer,] [added: guarantor,] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312520086135/d905095dex42.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/97745/000119312516675930/d224635dex41.htm)] (filed as Exhibit [removed: 4.2] [added: 4.1] to the Registrant’s Current Report on Form 8-K filed [removed: March 26, 2020] [added: August 9, 2016] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.15] [added: 4.16] | | | | | | [removed: [Twenty-First] [added: [Fourth] Supplemental Indenture, dated as of [removed: April 2, 2020, between] [added: November 18, 2021, among Thermo Fisher](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm) [Scientific (Finance](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm) [](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm)[I) B.V. (Thermo Fisher](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm) [International](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm)[, as issuer,] the Company, as [removed: issuer,] [added: guarantor,] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312520095953/d850230dex42.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: April 2, 2020] [added: August 9, 2016] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.16] [added: 10.34] | | | | | | [removed: [Description of] [added: [Letter Agreement between] the [removed: Registrant’s Securities](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex416.htm)] [added: Registrant and Michel Lagarde dated August 28, 2017](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1039.htm)] (filed as Exhibit [removed: 4.16] [added: 10.39] 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 [removed: reference).] [added: reference).*] | | |

| 10.1 | | | | | | [Thermo Fisher Scientific Inc. Deferred Compensation Plan for Directors of the Registrant, as amended and [removed: restated on September 12, 2007](http://www.sec.gov/Archives/edgar/data/97745/000009774507000219/tmoq307ex10_2.htm)] [added: restated](http://www.sec.gov/Archives/edgar/data/97745/000009774507000219/tmoq307ex10_2.htm) [effective November 10, 2006](http://www.sec.gov/Archives/edgar/data/97745/000009774507000219/tmoq307ex10_2.htm)] (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2007 \[File No. 1‑8002\] and incorporated in this document by reference).* | | |

| [removed: 10.4] [added: 10.39] | | | | | | [removed: [Summary] [added: [Form] of Thermo Fisher Scientific [removed: Inc. Annual Director Compensation](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex104.htm)] [added: Inc.’s Performance Restricted Stock Unit Agreeme](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1045.htm)[nt effecti](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1045.htm)[ve as of February 25, 2020](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1045.htm)] (filed as Exhibit [removed: 10.4] [added: 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).* | | |

| 10.6 | | | | | | [Form of Noncompetition Agreement between the Registrant and certain key employees and executive [removed: officers](http://www.sec.gov/Archives/edgar/data/97745/000009774510000008/tmok2009ex10_25.htm)] [added: officers](http://www.sec.gov/Archives/edgar/data/97745/000009774510000008/tmok2009ex10_25.htm), effective as of January 1, 2009] (filed as Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

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

| 10.12 | | | | | | [Executive Change In Control Retention Agreement, between [removed: Marc Casper] [added: Marc](http://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w6.htm) [N.](http://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w6.htm) [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).* | | |

| 10.13 | | | | | | [Noncompetition Agreement, between [removed: Marc Casper] [added: Marc](http://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w7.htm) [N.](http://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w7.htm) [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).* | | |

| 10.18 | | | | | | [Form of Executive Change in Control Retention Agreement for Officers (other than [removed: Marc Casper)](http://www.sec.gov/Archives/edgar/data/97745/000009774518000017/tmoq1201810qex102.htm)] [added: Marc](http://www.sec.gov/Archives/edgar/data/97745/000009774518000017/tmoq1201810qex102.htm) [N.](http://www.sec.gov/Archives/edgar/data/97745/000009774518000017/tmoq1201810qex102.htm) [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).* | | |

| 10.20 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex104.htm)] [added: Agreemen](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex104.htm)[t effective February](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex104.htm) 26, 2013] (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed February 27, 2013 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.21 | | | | | | [Form of [removed: Thermo Fisher Scientific Inc.’s] [added: Performance] Restricted Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex102.htm)] [added: Agreement between Thermo Fisher Scientific Inc. and Marc](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex103.htm) [N.](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex103.htm) [Casper](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex103.htm) [effective February](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex104.htm) 26, 2013] (filed as Exhibit [removed: 10.2] [added: 10.3] to the Registrant’s Current Report on Form 8-K filed February 27, 2013 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.22 | | | | | | [Form [removed: of Performance Restricted Stock Unit] [added: of](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex105.htm) [Nonstatutory](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex105.htm) [Stock Option] Agreement between Thermo Fisher Scientific Inc. and [removed: Marc Casper](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex103.htm)] [added: Marc](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex105.htm) [N.](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex105.htm) [Casper](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex105.htm) [effective February](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex104.htm) 26, 2013] (filed as Exhibit [removed: 10.3] [added: 10.5] to the Registrant’s Current Report on Form 8-K filed February 27, 2013 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.23 | | | | | | [removed: [Form of Restricted Stock Unit Agreement between Thermo] [added: [Thermo] Fisher Scientific Inc. [removed: and Marc Casper](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex101.htm)] [added: 2013 Stock Incentive 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 [removed: February 27,] [added: May 23,] 2013 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.24] [added: 10.45] | | | | | | [Form of [added: Restricted] Stock [removed: Option] [added: Unit] Agreement between Thermo Fisher Scientific Inc. and [removed: Marc Casper](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex105.htm)] [added: Marc](http://www.sec.gov/Archives/edgar/data/97745/000009774521000011/tmo202010kex1047.htm) [N.](http://www.sec.gov/Archives/edgar/data/97745/000009774521000011/tmo202010kex1047.htm) [Casper](http://www.sec.gov/Archives/edgar/data/97745/000009774521000011/tmo202010kex1047.htm)] (filed as Exhibit [removed: 10.5] [added: 10.47] to the Registrant’s [removed: Current] [added: Annual] Report on Form [removed: 8-K filed February 27, 2013] [added: 10-K for the year ended December 31, 2020] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.25] [added: 10.37] | | | | | | [Thermo Fisher Scientific Inc. [removed: 2013 Stock Incentive Plan](http://www.sec.gov/Archives/edgar/data/97745/000119312513233679/d541740dex101.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 [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed May 23, 2013] [added: 10-Q for the quarter ended June 29, 2019] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.26] [added: 10.24] | | | | | | [Supplemental Executive Retirement Plan effective as of December 31, 2005, as amended and restated as of August 28, 2006](http://www.sec.gov/Archives/edgar/data/77551/000112528206006787/b415501_ex10-3.htm) (filed as Exhibit 10.3 to Applera Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 \[File No. 1-04389\] and incorporated in this document by reference).* | | |

| [removed: 10.27] [added: 10.25] | | | | | | [Amendment to Supplemental Executive Retirement Plan, effective as of January 1, 2010](http://www.sec.gov/Archives/edgar/data/1073431/000095012309072009/a54687exv10w1.htm) (filed as Exhibit 10.1 to Life Technologies Corporation’s Current Report on Form 8-K filed December 18, 2009 \[File No. 000-25317\] and incorporated in this document by reference).* | | |

| [removed: 10.28] [added: 10.26] | | | | | | [Noncompetition Agreement between the Registrant and [removed: Mark Stevenson,] [added: Mark](http://www.sec.gov/Archives/edgar/data/97745/000009774515000031/tmoq315ex10_1.htm) [P.](http://www.sec.gov/Archives/edgar/data/97745/000009774515000031/tmoq315ex10_1.htm) [Stevenson,] dated September 10, 2015](http://www.sec.gov/Archives/edgar/data/97745/000009774515000031/tmoq315ex10_1.htm) (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2015 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.29] [added: 10.27] | | | | | | [Form of Thermo Fisher Scientific [removed: Inc.’s Stock] [added: Inc.’s](http://www.sec.gov/Archives/edgar/data/97745/000009774517000007/tmo201610kex1044.htm) [Nonstatutory](http://www.sec.gov/Archives/edgar/data/97745/000009774517000007/tmo201610kex1044.htm) [Stock] Option Agreement for Officers](http://www.sec.gov/Archives/edgar/data/97745/000009774517000007/tmo201610kex1044.htm) (filed as Exhibit 10.44 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.30] [added: 10.28] | | | | | | [Patheon N.V. 2016 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/1643848/000156761916002643/s001372x1_ex10-2.htm) (filed as Exhibit 10.2 to the Current Report on Form 8-K filed by Patheon N.V. on July 26, 2016 \[File No. 001-37837\] and incorporated in this document by reference).* | | |

| [removed: 10.31] [added: 10.29] | | | | | | [Amendment to Patheon N.V. 2016 Omnibus Incentive Plan, dated March 7, 2017](http://www.sec.gov/Archives/edgar/data/97745/000110465917054305/a17-21063_2ex4d5.htm) (filed as [removed: exhibit] [added: Exhibit] 4.5 to the Registrant's Registration Statement on Form S-8 filed August 29, 2017 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.32] [added: 10.30] | | | | | | [Amendment to Patheon N.V. 2016 Omnibus Incentive Plan, dated August 23, 2017](http://www.sec.gov/Archives/edgar/data/97745/000110465917054305/a17-21063_2ex4d6.htm) (filed as [removed: exhibit] [added: Exhibit] 4.6 to the Registrant's Registration Statement on Form S-8 filed August 29, 2017 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.33] [added: 10.31] | | | | | | [Credit Agreement, [removed: dated December 4, 2020,] [added: dated](https://www.sec.gov/Archives/edgar/data/97745/000110465922002262/tm221977d1_ex10-1.htm) [](https://www.sec.gov/Archives/edgar/data/97745/000110465922002262/tm221977d1_ex10-1.htm)[January](https://www.sec.gov/Archives/edgar/data/97745/000110465922002262/tm221977d1_ex10-1.htm) [7, 2022](https://www.sec.gov/Archives/edgar/data/97745/000110465922002262/tm221977d1_ex10-1.htm)[,] among Thermo Fisher Scientific Inc., certain Subsidiaries of Thermo Fisher Scientific Inc. from time to time party thereto, Bank of America, N.A., as Administrative Agent and each lender from time to time party [removed: there](http://www.sec.gov/Archives/edgar/data/97745/000110465920132419/tm2037624d1_ex10-1.htm)[to](http://www.sec.gov/Archives/edgar/data/97745/000110465920132419/tm2037624d1_ex10-1.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/97745/000110465922002262/tm221977d1_ex10-1.htm)] (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed [removed: December 4, 2020] [added: January 7, 2022] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 10.34] [added: 10.32] | | | | | | [Form of Performance Restricted Stock Unit Agreement effective February 26, 2019](http://www.sec.gov/Archives/edgar/data/97745/000009774519000016/tmoq1201910qex101.htm) (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2019 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.35] [added: 10.33] | | | | | | [Form of Performance Restricted Stock Unit Agreement for [removed: Marc Casper] [added: Marc](http://www.sec.gov/Archives/edgar/data/97745/000009774519000016/tmoq1201910qex102.htm) [N.](http://www.sec.gov/Archives/edgar/data/97745/000009774519000016/tmoq1201910qex102.htm) [Casper] effective February 26, 2019](http://www.sec.gov/Archives/edgar/data/97745/000009774519000016/tmoq1201910qex102.htm) (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2019 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| By: | | | /s/ Joseph R. Holmes | | | | | | By: | | | /s/ James C. Mullen | | |

| | | | Joseph R. Holmes | | | | | | | | | James C. Mullen | | |

| 4.13 | | | | | | [Third Supplemental Indenture, dated as of October 18, 2021, among](https://www.sec.gov/Archives/edgar/data/0000097745/000119312521301063/d282638dex42.htm) [Thermo Fisher Scientific (Finance](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm) [](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm)[I) B.V. (Thermo Fisher International)](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm)[, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/0000097745/000119312521301063/d282638dex42.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 18, 2021 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.17 | | | | | | [Description of the Registrant’s Securities](https://www.sec.gov/Archives/edgar/data/97745/000009774522000011/tmo202110-kex417.htm) | | |

| 10.4 | | | | | | [Summary of Thermo Fisher Scientific Inc. Annual](https://www.sec.gov/Archives/edgar/data/0000097745/000009774522000008/tmo8kex101.htm) [Non-Man](https://www.sec.gov/Archives/edgar/data/0000097745/000009774522000008/tmo8kex101.htm)[a](https://www.sec.gov/Archives/edgar/data/0000097745/000009774522000008/tmo8kex101.htm)[gement](https://www.sec.gov/Archives/edgar/data/0000097745/000009774522000008/tmo8kex101.htm) [](https://www.sec.gov/Archives/edgar/data/0000097745/000009774522000008/tmo8kex101.htm)[Director Compensation](https://www.sec.gov/Archives/edgar/data/0000097745/000009774522000008/tmo8kex101.htm) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 24, 2022 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.5 | | | | | | [Summary of 20](https://www.sec.gov/Archives/edgar/data/97745/000009774522000011/tmo202110kex105.htm)[21](https://www.sec.gov/Archives/edgar/data/97745/000009774522000011/tmo202110kex105.htm) [Annual Cash Incentive Plan](https://www.sec.gov/Archives/edgar/data/97745/000009774522000011/tmo202110kex105.htm)* | | |

| 10.48 | | | | | | [PPD, Inc. 2020 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/1793294/000119312520014625/d816854dex1038.htm) (filed as Exhibit 10.38 to PPD Inc.’s Form S-1/A filed January 27, 2020 \[File No. 333-235860\] and incorporated in this document by reference).* | | |

| 10.49 | | | | | | [Consulting Agreement between the Registrant and Mark P. Stevenson, dated February 2](https://www.sec.gov/Archives/edgar/data/97745/000009774522000011/tmo202110-kex1049.htm)[4](https://www.sec.gov/Archives/edgar/data/97745/000009774522000011/tmo202110-kex1049.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/97745/000009774522000011/tmo202110-kex1049.htm)* | | |

| 22 | | | | | | [Subsidiary Issuer of Guaranteed Securities](https://www.sec.gov/Archives/edgar/data/97745/000009774522000011/tmo202110kex22.htm). | | |

Our audits also included evaluating the accounting principles used and

As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded PPD, Inc., Mesa Biotech, Inc. and PeproTech, Inc. from its assessment of internal control over financial reporting as of December 31, 2021 because they were acquired by the Company in purchase business combinations during 2021.

We have also excluded PPD, Inc., Mesa Biotech, Inc. and PeproTech, Inc. from our audit of internal control over financial reporting.

PPD, Inc., Mesa Biotech, Inc. and PeproTech, Inc. are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately 5% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

*Acquisition of PPD, Inc. - Valuation of Customer Relationships Intangible Assets*

As described in Note 2 to the consolidated financial statements, on December 8, 2021, the Company acquired PPD, Inc. for $15.99 billion in net cash consideration and $43 million of equity awards exchanged, which resulted in $6,264 million of customer relationships intangible assets being recorded.

As disclosed by management, assumptions and estimates are used in determining the fair value of the customer relationships intangible assets acquired in a business combination.

Management estimates the fair value of acquisition-related customer relationships intangible assets principally based on projections of cash flows that will arise from the customer relationships of PPD, Inc., which include estimates of customer attrition rates.

The projected cash flows are discounted to determine the present value of the assets at the date of the acquisition.

Evaluating management’s significant assumption related to projections of cash flows involved evaluating whether the significant assumption used by management was reasonable considering (i) the current and past performance of PPD, Inc., (ii) the consistency with external market and industry data, and (iii) whether the significant assumption was consistent with evidence obtained in other areas of the audit.

| Liabilities, redeemable noncontrolling interest and equity | | | | | | | | | | | | | | |

| Redeemable noncontrolling interest | | | | | | 122 | | | | | | — | | |

| Noncontrolling interests | | | | | | 62 | | | | | | 10 | | |

| Total equity | | | | | | 40,855 | | | | | | 34,517 | | |

| Income before income taxes | | | | | | 8,841 | | | | | | 7,230 | | | | | | 4,072 | | |

| Equity in (losses) earnings of unconsolidated entities | | | | | | (4) | | | | | | (3) | | | | | | — | | |

| Net income | | | | | | 7,728 | | | | | | 6,377 | | | | | | 3,698 | | |

| Less: net income attributable to noncontrolling interests and redeemable noncontrolling interest | | | | | | 3 | | | | | | 2 | | | | | | 2 | | |

| Net income attributable to Thermo Fisher Scientific Inc. | | | | | | $ | 7,725 | | | | | $ | 6,375 | | | | | $ | 3,696 | |

| Earnings per share attributable to Thermo Fisher Scientific Inc. | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 7,728 | | | | | $ | 6,377 | | | | | $ | 3,698 | |

| Comprehensive income | | | | | | 8,206 | | | | | | 6,249 | | | | | | 3,518 | | |

| Less: comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest | | | | | | 2 | | | | | | 2 | | | | | | 3 | | |

| Comprehensive income attributable to Thermo Fisher Scientific Inc. | | | | | | $ | 8,204 | | | | | $ | 6,247 | | | | | $ | 3,515 | |

| Net income | | | | | | $ | 7,728 | | | | | $ | 6,377 | | | | | $ | 3,698 | |

| Repayment of debt | | | | | | (11,738) | | | | | | (710) | | | | | | (6,355) | | |

CONSOLIDATED STATEMENT OF REDEEMABLE NONCONTROLLING INTEREST AND EQUITY

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

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

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

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

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

| By: | | | /s/ Peter E. Hornstra | | | | | | By: | | | /s/ James C. Mullen | | |

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

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

| | | | Judy C. Lewent | | | | | | | | | | | |

| | | | Director | | | | | | | | | | | |

| | | | | | | | | |

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

| 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 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).* | | |

| 10.47 | | | | | | [Form of Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper](https://www.sec.gov/Archives/edgar/data/97745/000009774521000011/tmo202010kex1047.htm)* | | |

| 10.48 | | | | | | [Form of Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc Casper](https://www.sec.gov/Archives/edgar/data/97745/000009774521000011/tmo202010kex1048.htm)* | | |

| 10.49 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/97745/000009774521000011/tmo202010kex1049.htm)* | | |

internal control based on the assessed risk.

*Goodwill impairment assessment*

As described in Note 1 to the consolidated financial statements, the Company’s consolidated goodwill balance was $26,041 million as of December 31, 2020.

Management assesses goodwill for impairment at the reporting unit level annually and whenever events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

Management estimates the fair values of its reporting units by using forecasts of discounted future cash flows and peer market multiples.

The Company would record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (limited to the amount of goodwill).

As disclosed by management, estimates of discounted future cash flows require management to make assumptions related to revenue and operating income growth rates, discount rates and other factors.

Management also considers peer revenues and earnings trading multiples from companies that have operational and financial characteristics that are similar to the respective reporting units and estimates weighted average costs of capital.

Evaluating management’s assumptions related to the terminal growth rates involved evaluating whether the assumptions used were reasonable considering the consistency with external market data.

Evaluating management’s assumptions related to the peer market multiples involved evaluating the population of peer companies used in the analyses and testing selected market data used by management to determine the multiples by comparison to publicly available information.

taxes, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits, including controls over the realizability of deferred tax assets.

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

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

| Income Before Income Taxes | | | | | | 7,225 | | | | | | 4,070 | | | | | | 3,262 | | |

| Comprehensive Income | | | | | | $ | 6,247 | | | | | $ | 3,515 | | | | | $ | 2,531 | |

| Repayment of debt | | | | | | (713) | | | | | | (6,360) | | | | | | (2,052) | | |

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

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

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

| Balance at December 31, 2017 | | | | | | 428 | | | | | | $ | 428 | | | | | $ | 14,177 | | | | | $ | 15,914 | | | | | 27 | | | | | | $ | (3,103) | | | | | $ | (2,003) | | | | | $ | 25,413 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,696 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,696 | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,375 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,375 | | |

Accounts receivable include amounts that have been billed and are currently due from customers.

They are recorded at the invoiced amount and do not bear interest.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The changes in the allowance for doubtful accounts are as follows:

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | |

| Balance at Beginning of Year | | | | | | $ | 102 | | | | | $ | 117 | | | | | $ | 109 | |