Thermo Fisher Scientific (TMO) 10-K risk factor changes: FY2022 vs FY2021

[removed: Business](#i64187c65009f49278c8cb4c756fa21b2_13)] [added: Business](#i28df6615b87f4e15bc6ceed6a3f2a39f_13)] under the caption “Forward-looking Statements”.

[removed: 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 [removed: unstable (including as a result of the COVID-19 pandemic), it] [added: unstable, they] could adversely affect the business, results of operations and financial condition of the company and its customers, distributors, and suppliers, having the effect of:

- creating longer sales [removed: cycles] [added: cycles,] and greater difficulty in collecting sales [removed: proceeds.][added: proceeds and slower adoption of new technologies.]

As a multinational corporation, our businesses occasionally invoice third-party customers in currencies other than the one in which they primarily do business [removed: (the “functional currency”).][added: (which we refer to as the functional currency).]

In [removed: 2021,] [added: 2022,] currency translation had [removed: a favorable] [added: an unfavorable] effect of [removed: $619 million] [added: $1.35 billion] on revenues due to the [removed: weakening] [added: strengthening] of the U.S. dollar relative to other currencies in which the company sells products and services.

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

Many factors, including public policy spending priorities, available [removed: resources] [added: resources,] and product and economic cycles, have a significant effect on the capital spending policies of these entities.

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

The ability of our employees to work may be significantly impacted by [removed: individuals contracting] [added: the COVID-19 pandemic] or [removed: being exposed to COVID-19.][added: future epidemics and pandemics.]

[removed: While these positive impacts are expected to continue into 2022,] [added: In addition,] the duration and extent of future revenues from [removed: such] sales [added: of products related to the COVID-19 response] are uncertain and dependent primarily on customer testing [added: demand as well as therapy and vaccine] demand.

We must develop new products, adapt to rapid and significant technological [removed: change and] [added: change,] respond to introductions of new products by competitors [added: and maintain quality] to remain competitive. Our growth strategy includes significant investment in and expenditures for product development.

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

Many of our existing products and those under development are technologically innovative and require significant planning, design, development and testing at the technological, [added: safety, quality,] product and manufacturing-process levels.

If we fail to adequately [added: develop products or] predict our customers’ needs and future activities, we may invest heavily in research and development of products and services that do not lead to significant revenues.

[added: 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: $41.92] [added: $41.20] billion and $1.24 billion, respectively, as of December 31, [removed: 2021.][added: 2022.]

In addition, we have definite-lived intangible assets totaling [removed: $18.88] [added: $16.21] billion as of December 31, [removed: 2021.][added: 2022.]

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

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

As a global organization, we are subject to data privacy and security laws, regulations, and customer-imposed [added: 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.]

Several countries, such as [removed: China and Russia,] [added: China,] have passed laws that require personal data relating to their citizens to be maintained on local servers and impose additional data transfer restrictions.

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, [added: fires,] 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 trade protectionism, strikes or other labor unrest, our results of operations could be adversely affected.

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

A failure to adequately meet [added: evolving] stakeholder expectations may result in noncompliance, the loss of business, reputational impacts, diluted market valuation, an inability to attract customers and an [added: inability to attract and retain top talent.]

We are also subject to investigation for compliance with the [removed: regulations governing government contracts.]

We are subject to product and other liability risks for which we may not have adequate insurance coverage. We may be named as a defendant in product liability [added: or errors and omissions] lawsuits, which may allege that products or services we have provided [removed: from our pharma services offerings] have resulted or could result in an unsafe [removed: condition] [added: condition, property damage] or injury to [added: end users or financial loss for] consumers.

Any such product liability claims brought against us could be significant and any adverse determination may result in liabilities [added: subject to insurance policy exclusions where insurance would not respond or] in excess of our insurance coverage.

Although we carry product liability [added: and errors and omissions] insurance, we cannot be certain that our current insurance will be sufficient to cover these claims or that it can be maintained on acceptable terms, if at all.

Our subsidiaries may be required to register for permits and/or licenses with, and may be required to comply with the laws and regulations [removed: of] [added: of,] the DEA, the FDA, the DHHS, foreign agencies including the EMA, and other various state boards of pharmacy, state health departments and/or comparable state agencies as well as certain accrediting bodies depending upon the type of operations and location of product distribution, manufacturing and sale.

[removed: Failure by us or by our customers to comply with the requirements of these regulatory authorities,] including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities.

Our reputation, ability to do business and financial statements may be impaired by improper conduct by any of our employees, [removed: agents or] [added: agents,] business [removed: partners.] [added: partners or other third parties.] 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 these controls and systems may not be sufficient to prevent every such wrongful act.

[added: 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.

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: 2021,] [added: 2022,] we had approximately [removed: $34.87] [added: $34.49] billion in outstanding indebtedness.

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

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

Our failure to comply with any of these restrictions or covenants may result in an event of default under the applicable debt instrument, which could permit acceleration of the debt under that instrument and [added: require us to prepay that debt before its scheduled due date.]

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. Both domestic and international markets experienced significant inflationary pressures in 2022 and inflation rates in the U.S., as well as in other countries in which we operate, continue at elevated levels for the near-term.

- increases in materials, energy, labor or other manufacturing-related costs or higher supply chain logistics costs;

COVID-19 has had an adverse impact on certain of our operations, supply chains and distribution systems, and we may experience unpredictable reductions in supply and demand for certain of our products and services.

actions and legislative or regulatory changes.

Macroeconomic conditions, specifically increased competition for employees and wage inflation, could have a material impact on our ability to attract and retain talent, our turnover rate and the cost of operating our business.

The costs for these commodities, as well as the costs of transportation, construction and services necessary for the production and distribution of our products, continue to increase and be volatile.

An earthquake or other natural disaster (including the effects of climate change such as sea level rise, drought, flooding, wildfires and more intense weather events), could disrupt our operations or impair our critical systems.

In addition, if legislation or regulations are enacted or promulgated in the U.S. or in any other jurisdiction in which we do business that impose more stringent restrictions and requirements than our current legal or regulatory obligations, we and companies in our supply chain may experience increased compliance burdens and costs to meet the regulatory obligations, which could cause disruption in the sourcing, manufacturing and distribution of our products and adversely affect our business, financial condition or results of operations.

regulations governing government contracts.

Failure by us or by our customers to comply with the requirements of these regulatory authorities,

In addition, any allegations of issues resulting from the misuse of our products could, even if untrue, adversely affect our reputation and our customers’ willingness to purchase products from us.

Any such allegations could cause us to lose customers and divert our resources from other tasks, which could materially and adversely affect our business and operating results.

We also depend in part on our trademarks and the strength of our proprietary brands, which we consider important to our business.

If we are unable to protect or preserve the value of our intellectual property rights for any reason, including our inability to successfully defend against counterfeit, knock offs, grey-market, infringing or otherwise unauthorized products, our brand and reputation could be damaged, and our business may be harmed.

THERMO FISHER SCIENTIFIC INC.

Risk Factors (continued)

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

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

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

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 therapeutics and vaccines used to protect from the virus.

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

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

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

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

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.

An earthquake or other natural disaster such as a fire or hurricane or power shortages or outages could disrupt our operations or impair our critical systems.

inability to attract and retain top talent.

Patents may not

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

require us to prepay that debt before its scheduled due date.

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](#i64187c65009f49278c8cb4c756fa21b2_121),] [added: Statements](#i28df6615b87f4e15bc6ceed6a3f2a39f_133),] which begin on page F-1 of this report.

[removed: Management's discussion] [added: Management’s Discussion] and [removed: analysis] [added: Analysis] of [removed: financial condition] [added: Financial Condition] and [removed: results] [added: Results] of [removed: operations] [added: Operations] for [removed: 2019] [added: 2020] is included in Item 7 of the company’s [removed: 2020] [added: 2021] [Annual Report on Form [removed: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/97745/000009774521000011/tmo-20201231.htm)] [added: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/97745/000009774522000011/tmo-20211231.htm)] filed with the Securities and Exchange Commission.

These non-GAAP measures are further described and reconciled to their most directly comparable amount or measure under the section [removed: “[N](#i64187c65009f49278c8cb4c756fa21b2_2217)[on-GAAP](#i64187c65009f49278c8cb4c756fa21b2_2217) [M](#i64187c65009f49278c8cb4c756fa21b2_2217)[easures](#i64187c65009f49278c8cb4c756fa21b2_2217)”] [added: “[Non-GAAP Measures](#i28df6615b87f4e15bc6ceed6a3f2a39f_73)”] later in this [removed: “Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations”][added: 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, [removed: improve patient diagnostics and therapies, and] increase laboratory [removed: productivity.][added: productivity, and improve patient health through]

| (Dollars in millions except per share amounts) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Change | | |

| Revenues | | | | | | $ | [removed: 39,211] [added: 44,915] | | | | | $ | [removed: 32,218] [added: 39,211] | | | | | [removed: 22] [added: 15] | | % |

| GAAP operating income | | | | | | $ | [removed: 10,028] [added: 8,393] | | | | | $ | [removed: 7,794] [added: 10,028] | | | | | [removed: 29] [added: (16)] | | % |

| GAAP operating income margin | | | | | | [removed: 25.6] [added: 18.7] | | % | | | | [removed: 24.2] [added: 25.6] | | % | | | | [removed: 1.4] [added: (6.9)] | | pt |

| Adjusted operating income *(non-GAAP measure)* | | | | | | $ | [removed: 12,138] [added: 10,985] | | | | | $ | [removed: 9,556] [added: 12,138] | | | | | [removed: 27] [added: (9)] | | % |

| Adjusted operating income margin *(non-GAAP measure)* | | | | | | [removed: 31.0] [added: 24.5] | | % | | | | [removed: 29.7] [added: 31.0] | | % | | | | [removed: 1.3] [added: (6.5)] | | pt |

| GAAP diluted earnings per share attributable to Thermo Fisher Scientific Inc. | | | | | | $ | [removed: 19.46] [added: 17.63] | | | | | $ | [removed: 15.96] [added: 19.46] | | | | | [removed: 22] [added: (9)] | | % |

| Adjusted earnings per share *(non-GAAP measure)* | | | | | | $ | [removed: 25.13] [added: 23.24] | | | | | $ | [removed: 19.56] [added: 25.13] | | | | | [removed: 28] [added: (8)] | | % |

| Revenue growth | | | | | | [removed: 22] [added: 15] | | % |

| Impact of acquisitions | | | | | | [removed: 3] [added: 18] | | % |

| Impact of currency translation | | | | | | [removed: 2] [added: (3)] | | % |

| Organic revenue growth* *(non-GAAP measure)* | | | | | | [removed: 17] [added: 0] | | % |

[removed: During 2021,] [added: Since 2020,] the Life Sciences Solutions and Specialty Diagnostics segments as well as the laboratory products business [removed: continued to support] [added: have supported] COVID-19 diagnostic testing, scaling and evolving their molecular diagnostics solutions and plastic consumables businesses to respond to the [removed: on-going] [added: ongoing] COVID-19 pandemic.

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

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

While these positive impacts are expected to continue through [removed: 2022,] [added: 2023,] the duration and extent of future revenues from such sales are uncertain and dependent primarily on customer testing as well as therapy and vaccine demand.

Sales of products related to COVID-19 [removed: response] [added: testing] were [removed: $9.23] [added: $3.11] billion and [removed: $6.63] [added: $7.26] billion in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

[removed: The company’s references throughout this discussion to] productivity improvements generally refer to improved cost efficiencies from its Practical Process Improvement (PPI) business system including reduced costs resulting from 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.

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 [removed: SAS for $830 million in net cash consideration.][added: SAS.]

On February 25, 2021, the company acquired, within the Life Sciences Solutions segment, Mesa Biotech, Inc., a U.S.-based molecular diagnostic [removed: 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.][added: company.]

On December 8, 2021, the company acquired, within the Laboratory Products and Biopharma Services segment, PPD, Inc., a U.S.-based global provider of clinical research services to the pharma and biotech [removed: industry, for $15.99 billion in net cash consideration and $43 million of equity awards exchanged.][added: industry.]

On December 30, 2021, the company acquired, within the Life Sciences Solutions segment, PeproTech, Inc., a [removed: U.S. based] [added: U.S.-based] developer and manufacturer of recombinant [removed: proteins, for $1.86 billion in net cash consideration.][added: proteins.]

| (Dollars in millions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Life Sciences Solutions | | | | | | $ | [removed: 15,631] [added: 13,532] | | | | | $ | [removed: 12,168] [added: 15,631] | |

| Analytical Instruments | | | | | | [removed: 6,069] [added: 6,624] | | | | | | [removed: 5,124] [added: 6,069] | | |

| Specialty Diagnostics | | | | | | [removed: 5,659] [added: 4,763] | | | | | | [removed: 5,343] [added: 5,659] | | |

| Laboratory Products and Biopharma Services | | | | | | [removed: 14,862] [added: 22,511] | | | | | | [removed: 12,245] [added: 14,862] | | |

| Eliminations | | | | | | [removed: (3,010)] [added: (2,515)] | | | | | | [removed: (2,662)] [added: (3,010)] | | |

| Consolidated revenues | | | | | | $ | [removed: 39,211] [added: 44,915] | | | | | $ | [removed: 32,218] [added: 39,211] | |

| (Dollars in millions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Total Change | | | | | | Currency Translation | | | | | | Acquisitions/ Divestitures | | | | | | | | |

| Revenues | | | | | | $ | [removed: 15,631] [added: 13,532] | | | | | $ | [removed: 12,168] [added: 15,631] | | | | | [removed: 28] [added: (13)] | | % | | | | [removed: 2] [added: (3)] | | % | | | | [removed: 3] [added: 1] | | % | | | | [removed: 23] [added: (12)] | | % |

| Segment income | | | | | | $ | [removed: 7,817] [added: 5,582] | | | | | $ | [removed: 6,109] [added: 7,817] | | | | | [removed: 28] [added: (29)] | | % | | | | | | | | | | | | | | | | | | |

| Segment income margin | | | | | | [removed: 50.0] [added: 41.2] | | % | | | | [removed: 50.2] [added: 50.0] | | % | | | | [removed: \-0.2 pt] [added: (8.8)] | | [added: pt] | | | | | | | | | | | | | | | | | | |

The decrease in segment income margin resulted primarily from [added: business mix and] strategic growth investments, [added: partially] offset [removed: in part] by [removed: profit on higher sales.][added: productivity improvements.]

| Revenues | | | | | | $ | [removed: 6,069] [added: 6,624] | | | | | $ | [removed: 5,124] [added: 6,069] | | | | | [removed: 18] [added: 9] | | % | | | | [removed: 2] [added: (5)] | | % | | | | [removed: —] [added: 0] | | % | | | | [removed: 17] [added: 14] | | % |

| Segment income | | | | | | [removed: 1,197] [added: 1,507] | | | | | | [removed: 808] [added: 1,197] | | | | | | [removed: 48] [added: 26] | | % | | | | | | | | | | | | | | | | | | |

diagnostics and the development and manufacture of life-changing therapies.

Consolidated Results

During 2022 demand from pharma and biotech customers was very strong, driven by our differentiated customer value proposition and trusted partner status.

We saw good growth in the academic and government market as we remain well positioned to meet customer needs.

The industrial and applied market was strong, driven by robust demand for our analytical instruments serving our semi-conductor and materials science customers.

The diagnostics and healthcare market declined due to decreased demand for COVID-19 testing products.

During 2022, robust sales growth in North America and the Asia Pacific region, including China, was partially offset by a decline in COVID-19 testing demand.

In Europe, strong sales were more than offset during 2022 due to lower COVID-19 testing demand.

Contributions to organic revenue during 2022 were driven by the Laboratory Products and Biopharma Services and Analytical Instruments segments, as offset by the Life Sciences Solutions and Specialty Diagnostics segments.

GAAP operating income margin and adjusted operating income margin decreased in 2022 due primarily to lower COVID-19 testing volumes, continued strategic growth investments, and the expected impact of incorporating recent acquisitions.

This was partially offset by strong pricing realization across all segments to address higher inflation while also driving strong productivity.

GAAP operating income margin in 2022 was also impacted by higher amortization expense as a result of 2021 acquisitions.

The company’s references throughout this discussion to

On January 3, 2023, the company acquired, within the Specialty Diagnostics segment, The Binding Site Group, a U.K.-based provider of specialty diagnostic assays and instruments to improve the diagnosis and management of blood cancers and immune system disorders.

The acquisition expands the segment’s portfolio with the addition of pioneering innovation in diagnostics and monitoring for multiple myeloma.

Segment Results

The decrease in organic revenues in 2022 was primarily due to lower revenue in the genetic sciences business, driven by moderation in testing demand to diagnose COVID-19, partially offset by growth in the bioproduction business.

| (Dollars in millions) | | | | | | 2022 | | | | | | 2021 | | | | | | Total Change | | | | | | Currency Translation | | | | | | Acquisitions/ Divestitures | | | | | | | | |

The increase in segment income margin resulted primarily from profit on higher sales, productivity improvements and business mix, offset in part by strategic growth investments.

| (Dollars in millions) | | | | | | 2022 | | | | | | 2021 | | | | | | Total Change | | | | | | Currency Translation | | | | | | Acquisitions/ Divestitures | | | | | | | | |

The decrease in organic revenues in 2022 was primarily driven by products addressing diagnosis of COVID-19, partially offset by growth in the immunodiagnostics and transplant diagnostics businesses.

The decrease in segment income margin was primarily due to lower COVID-19 testing volume, largely offset by productivity improvements and positive business mix.

| (Dollars in millions) | | | | | | 2022 | | | | | | 2021 | | | | | | Total Change | | | | | | Currency Translation | | | | | | Acquisitions/ Divestitures | | | | | | | | |

PPD, the company’s clinical research business, contributed $7.11 billion of revenue during 2022.

| (Dollars in millions) | | | | | | 2022 | | | | | | 2021 | | |

GAAP other income/(expense) in 2022 also includes $160 million of net losses on investments, $26 million of losses on the

early extinguishment of debt (Note 10), partially offset by $67 million of net gains on derivative instruments to address certain foreign currency risks and $2 million of net settlement gains on pension plans.

The company’s GAAP and adjusted tax rates decreased in 2022 compared to 2021 primarily due to releases of valuation allowances of $87 million in 2022 in jurisdictions where the deferred tax assets are now expected to be realized.

The company’s 2022 GAAP tax rate was also impacted by changes in tax rates and higher amortization expense as a result of 2021 acquisitions, as well as a net benefit of $208 million resulting from tax audit settlements (see Note 8).

| (In millions) | | | | | | 2022 | | | | | | 2021 | | |

*Operating Activities*

An increase in accounts payable provided cash of $0.48 billion.

*Investing Activities*

During 2022, acquisitions used cash of $0.04 billion.

*Financing Activities*

During 2022, issuance of senior notes provided $3.19 billion in cash.

Repayment of senior notes and net commercial paper activity used cash of $0.38 billion and $2.16 billion, respectively.

All of the shares of common stock repurchased by the company during the fourth quarter of 2022 were purchased under this program, depleting the 2021 authorization.

On November 10, 2022, the Board of Directors authorized the repurchase of up to $4.00 billion of the company’s common stock.

revenues.

*Financial Highlights - 2021 Compared With 2020*

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

However, as a result of the 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 negative impact significantly lessened in 2021, but could worsen in 2022 dependent on the success of global efforts to control and unwind from the pandemic and economic activity ramping up.

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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.

GAAP operating income margin and adjusted operating income margin increased in 2021 due primarily to profit on higher sales and sales mix, offset in part by strategic growth investments to support the company’s near and long-term growth.

Productivity improvements are calculated net of inflationary cost increases.

The company expects to make fixed lease payments aggregating to $555 million (excluding renewals) from 2021 to 2041, with additional amounts dependent on the extent of revenues from customers of the facility other than CSL.

In 2020, PPD generated revenues of $4.68 billion.

Results of Operations

Results of Operations (continued)

* Results may not sum due to rounding

The increase in segment revenues at existing businesses in 2021 was driven by a combination of increased demand for testing to diagnose COVID-19 with higher sales of biosciences products and strong demand in each of the segment’s businesses.

The increase in segment revenues at existing businesses in 2021 was due to higher demand primarily driven by products addressing treatment of COVID-19, with particular strength in sales of products sold through the segment's healthcare market channel, immunodiagnostics and clinical diagnostics products.

GAAP other income/(expense) in 2020 includes $81 million of financing costs for a terminated acquisition, primarily for loan commitment fees and entering into hedging contracts and $42 million of expense reclassified from accumulated other comprehensive items related to a hedge arrangement (Note 14), offset in part by $10 million of net gains on investments.

The company’s GAAP and adjusted tax rates increased in 2021 compared to 2020, primarily due to higher profits at different marginal rates, offset in part by the benefits of our tax planning initiatives.

In 2020, the 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 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.; and a $47 million income tax benefit related to a foreign exchange loss for tax purposes on certain intercompany financing arrangements.

Additionally, the 2020 GAAP tax rate included a $27 million tax benefit from tax audit settlements.

Changes in other assets and other liabilities provided cash of $1.45 billion primarily due to the timing of incentive compensation payments and, to a lesser extent, customer billings.

Liquidity and Capital Resources (continued)

As discussed in Note 10, in the first quarter of 2022 the company redeemed its 3.650% Senior Notes due 2025 for a total cash outlay of $375 million.

During 2020, issuance of senior notes provided cash of $3.46 billion.

Repayment of senior notes used cash of $710 million.

Exclusion of

Non-GAAP Measures (continued)

The company uses this measure as an indication of the strength of the company and its ability to generate cash for use in acquisitions and other investing and financing activities.

| Benefit from income taxes (e) | | | | | | (1.49) | | | | | | | | | | | | (1.12) | | | | | | | | |

Adjusted results in 2020 exclude $4 million of accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations and $2 million of charges to conform the accounting policies of recently acquired businesses with the company’s accounting policies.

(d) Adjusted results in 2021 and 2020 exclude net gains on investments and charges for amortization of bridge loan commitment fees and entering hedging contracts for recent/terminated acquisitions.

Adjusted results in 2020 exclude $42 million of charges related to terminated interest rate swaps and $8 million of net charges for the settlement/curtailment of pension plans.

Critical Accounting Policies and Estimates (continued)

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

As of December 31, [removed: 2021,] [added: 2022,] the company’s debt portfolio was comprised primarily of fixed rate borrowings.

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

Generally, the fair market value of fixed interest rate debt will increase as [removed: interest rates fall and decrease as interest rates rise.]

The total estimated fair value of the company’s debt at December 31, [removed: 2021] [added: 2022] was [removed: $36.05] [added: $30.29] 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: 2021] [added: 2022] would increase by approximately [removed: $2.51] [added: $2.00] billion.

If interest rates were to increase by 100 basis points, the fair value of the company’s debt at December 31, [removed: 2021] [added: 2022] would decrease by approximately [removed: $2.52] [added: $1.75] billion.

In [removed: 2021,] [added: 2022,] 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: $6] [added: $35] million.

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

A 10% depreciation in year-end [removed: 2021] [added: 2022] functional currencies, relative to the U.S. dollar, would result in a reduction of shareholders’ equity of approximately [removed: $1.23] [added: $1.45] billion.

A 10% depreciation in year-end [removed: 2021] [added: 2022] 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: $71] [added: $9] million.

A 10% appreciation in year-end [removed: 2021] [added: 2022] non-functional currency exchange rates related to the company’s contracts would result in an unrealized gain on forward currency-exchange contracts of [removed: $71] [added: $9] million.

A 10% depreciation in the related year-end [removed: 2021] [added: 2022] non-functional currency exchange rates applied to such cash balances would result in a negative impact of [removed: $27] [added: $21] million on the company’s net income.

interest rates fall and decrease as interest rates rise.

Quantitative and Qualitative Disclosures About Market Risk (continued)

fixed interest rate debt is subject to interest rate risk.

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

We continuously increase our depth of capabilities [removed: in technologies, software] [added: across our broad portfolio of innovative products] and [removed: services,] [added: services] and leverage our extensive global channels to address our customers’ [removed: emerging] needs.

We do this through organic investments in research and [removed: development] [added: development, capacity,] and through acquisitions.

During [removed: 2021,] [added: 2022,] 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 [removed: biosciences and] [added: biosciences,] bioproduction [added: and laboratory equipment and consumables] businesses also [removed: expanded] [added: leveraged] their capacity to meet the needs of pharma and biotech customers as they [removed: rapidly expanded their own production volumes to meet global vaccine manufacturing requirements.]

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 [added: and disease.]

Our biosciences business includes reagents, instruments and consumables that help our customers conduct biological and medical [removed: research,] [added: research in areas such as molecular biology and protein biology,] discover new drugs and vaccines, and diagnose infection and [removed: disease, such as COVID-19.][added: disease.]

Our clinical next-generation sequencing (NGS) business focuses on delivering simple, fast and cost-effective NGS technology for a range of [removed: applications.][added: applications with a particular focus on oncology.]

Our bioproduction business supports developers and manufacturers of biological-based therapeutics and vaccines with a portfolio of premium solutions and services focused on upstream cell [removed: culture, downstream purification, analytics for detection and quantitation of process/product impurities, and a suite of single-use solutions spanning the biologics workflow.]

Through our Analytical Instruments segment, we provide a broad offering of [removed: instruments,] [added: instruments and the supporting] consumables, software and services that are used for a range of [removed: applications in the laboratory, on the production line and in the field.][added: applications.]

This segment includes three primary businesses – Chromatography and Mass Spectrometry, Chemical Analysis, and [removed: Materials and Structural Analysis.][added: Electron Microscopy.]

Our chromatography and mass spectrometry [removed: (MS)] business [added: develops and] provides analytical instrumentation for organic and inorganic sample analysis across both applied technologies and [removed: life science] [added: scientific] research.

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

Our Specialty Diagnostics segment offers a wide range of diagnostic test kits, reagents, culture media, instruments and associated products [removed: in order] to serve customers in healthcare, clinical, pharmaceutical, industrial, and food safety laboratories.

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

Our laboratory products are used [removed: primarily by pharmaceutical companies] for [added: life science research and] drug discovery and development [removed: and by biotechnology companies and universities for life science research] to advance the prevention and cure of diseases and enhance quality of life.

Our [added: research and safety market] channel offers a mix of products that are manufactured by Thermo Fisher, by third parties for us on a private-label basis, and by third parties under their [removed: brand] [added: brands] but offered for sale [removed: exclusively] through us.

[removed: We provide] [added: Our pharma services business provides] the entire spectrum of development, manufacturing and clinical trials services for both small-molecule and large-molecule pharmaceuticals.

Our clinical [added: research business offers comprehensive, integrated clinical] development [added: and analytical] services [removed: include] [added: including] all phases of development (i.e., Phases I-IV), peri- and post-approval and site and patient access services.

We market and sell our products and services through a direct sales force, customer-service professionals, electronic [removed: commerce, third-party distributors] [added: commerce] and [removed: various catalogs.][added: third-party distributors.]

For a discussion of risks related to [removed: our supply chain and raw material and fuel prices,] [added: changes in governmental regulations,] refer to “[Risk [removed: Factors](#i64187c65009f49278c8cb4c756fa21b2_16)”] [added: Factors](#i28df6615b87f4e15bc6ceed6a3f2a39f_16)”] in Part I, Item 1A.

Sales of [added: seasonal products, such as COVID-19, allergy and] flu tests and related diagnostic [removed: products] [added: products,] vary quarter to quarter and year to [removed: year based on the severity and duration of each period’s flu season.][added: year.]

In 2020, the court approved a consent decree that requires the company and another responsible party to finance and perform the required remediation work with USEPA [removed: oversight.][added: oversight, which has been ongoing and is pending USEPA’s approval of the water treatment plant design.]

In November 2021, the 2011 consent decree was amended to reflect the parties’ obligations to implement USEPA’s interim [removed: remedy.][added: remedy, for which pre-design work commenced during 2022.]

Accrued liabilities for environmental matters totaled [removed: $65] [added: $75] million at December 31, [removed: 2021.][added: 2022.]

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

For a discussion of the environmental laws and regulations that the Company’s operations, products and services are subject to and other environmental contingencies, refer to Note 12 to our Consolidated Financial [removed: Statements – Commitments and Contingencies.][added: Statements.]

As of December 31, [removed: 2021,] [added: 2022,] we employed approximately 130,000 colleagues globally, with an approximate regional distribution as follows: 67,000 based in the Americas, [removed: 20,000] [added: 21,000] in the Asia Pacific region, and nearly 42,000 in Europe, the Middle East and Africa (EMEA).

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

For example, Thermo Fisher was named as a Top [removed: 100] Female Friendly [added: Company, Best] Employer [added: for Women, and Best Employer for Veterans] by Forbes in [removed: 2021] [added: 2022, Best Place to Work for Disability Inclusion,] as well as a Best Place to Work for LGBTQ Equality for the seventh consecutive year.

Further, to provide additional transparency to our U.S. workforce demographics, [removed: in 2021,] following our report submission to the U.S. Equal Employment Opportunity Commission, we [removed: disclosed] [added: disclose] our EEO-1 report on our website [removed: and we plan to continue to do so on an annual basis.][added: each year.]

Our D&I strategy is greatly enabled by our [removed: Employee] [added: Business] Resource Groups [removed: (ERGs),] [added: (BRGs),] which bring together individuals with similar interests to share experiences, learn from each other and collaborate to identify solutions to business challenges.

Our [removed: ERGs] [added: BRGs] reinforce that all colleagues can make a difference for our customers, for each other and for our company.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: 10 ERGs globally,] [added: 9 global BRGs,] with more than [removed: 220] [added: 230] local [removed: ERG] [added: BRG] chapters.

[removed: For example, for U.S. colleagues, we offer a choice of comprehensive national medical, dental and vision plans; a] wellness program, including valuable health incentive opportunities and tax-advantaged savings and spending accounts; as well as commuter benefits, employee assistance programs, optional group legal coverage, and company-paid disability, accident and life insurance.

[removed: In March 2021, the] [added: The] Russian Federal Security Service (the FSB) [removed: was] [added: is] designated as a blocked party under Executive Order 13382.

[removed: We expect our] [added: Our] Russian affiliate [removed: to] [added: may] respond to similar regulatory inquiries [added: and otherwise continue to engage with the FSB as a licensing authority] in the future, as necessary and to the extent permitted by applicable U.S. sanctions laws and regulations.

As of February [removed: 24, 2022,] [added: 23, 2023,] our executive officers were:

| Marc N. Casper | | | | | | [removed: 53] [added: 54] | | | | | | Chairman, President and Chief Executive Officer (2001) | | | President and Chief Executive Officer (2009-2020) Chief Operating Officer (2008-2009) Executive Vice President (2006-2009) | | |

| Michel Lagarde | | | | | | [removed: 48] [added: 49] | | | | | | Executive Vice President and Chief Operating Officer (2017) | | | Executive Vice President (2019-2021) Senior Vice President and President, Pharma Services (2017-2019) President and Chief Operating Officer, Patheon N.V. (2016-2017) Managing Director, JLL [removed: Partners*] [added: Partners] (2008-2016) | | |

Description of Business

Our goal is to enable our customers to be more productive in an increasingly competitive business environment and enabling them to advance their important work.

culture, downstream purification, analytics for detection and quantitation of process/product impurities, and a suite of single-use solutions spanning the biologics workflow.

Our electron microscopy business serves customers in the life sciences, materials science, and semiconductor markets providing integrated workflows that power research development and production solutions.

Such products are used for, among other things, drugs-of-abuse testing, therapeutic drug monitoring, thyroid hormone testing, serum toxicity, first trimester screening, and tumor markers testing.

rapidly expanded their own production volumes to meet global vaccine manufacturing requirements.

Our global team delivers a combination of innovative technologies, purchasing convenience and pharmaceutical services through our industry-leading brands, including Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services, Patheon and PPD.

As a result we believe that our ultimate

We work together to create an

In 2022, we reinvested approximately $350 million of additional compensation payments to our colleagues to help them with the temporary impacts of high inflation.

For example, for U.S. colleagues, we offer a choice of comprehensive national medical, dental and vision plans; a

While we have paused sales and manufacturing operations in Russia and Belarus, in the normal course of business, as authorized by General License 1B issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control, our Russian affiliate responds to regulatory inquiries from the FSB and otherwise engages with the FSB as a licensing authority.

These interactions did not result in any revenue or otherwise contribute to our net income for the quarter.

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

General Development of Business

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, environmental, industrial quality and process monitoring, and consumer safety.

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.

Forward-looking Statements

Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act), are made throughout this Annual Report on Form 10-K.

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, 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.

Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the company’s estimates change, and readers should not rely on those forward-looking statements as representing the company’s views as of any date subsequent to the date of the filing of this report.

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 Factors](#i64187c65009f49278c8cb4c756fa21b2_16)” in Part I, Item 1A.

THERMO FISHER SCIENTIFIC INC.

Business (continued)

and disease.

Biosciences

Our biosciences offerings include:

- Reagents, instruments, and consumables used for protein biology, molecular biology, sample preparation and cell imaging and analysis.

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

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

- Tools used for genetic engineering, amplification, quantification and analysis as well as RNA isolation, including stem cell reprogramming kits, transfection reagents, RNA interference reagents, along with gene editing tools and gene synthesis products.

- Cell culture media, reagents, and plastics for preserving and growing mammalian cells which are used in many life science research applications.

- Fluorescence-based technologies, which facilitate the labeling of molecules for biological research and drug discovery.

These technologies include a wide range of cell analysis instruments, including flow cytometers and imaging platforms that enable fluorescence microscopy.

- Protein analysis products, including precast electrophoresis gels for separating nucleic acids and proteins, and western blotting and staining tools.

Genetic Sciences

Our offerings include real-time 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.

Our genetic analyzers served as the foundational platform used to sequence the first human genome.

These systems are used in a variety of basic, commercial and clinical research applications.

Clinical Next-Generation Sequencing

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

BioProduction

Our bioproduction offerings include:

- Single-use bioproduction solutions that provide our customers with faster turnaround and set-up times, minimal validation requirements, reduced investment and running costs, and increased flexibility of manufacturing capacity.

- 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 vaccines, including the COVID-19 vaccine.

We also provide our customers with the associated services to optimize the productivity of these production platforms.

- Chromatography products, which deliver superior capacity and resolution for process-scale bioseparations, and offer a broad set of scalable options for the purification of antibodies, antibody fragments and proteins.

- Rapid molecular products that deliver accurate results in less than four hours for contaminant detection, identification and quantitation.

- Scalable solutions for the manufacture of cell therapy-based drugs.

Our Doe & Ingalls offerings include chemical distribution and supply chain services that provide primarily life science manufacturers with reliable, secure supply chains for their chemical raw materials.

Chromatography and Mass Spectrometry

See [removed: “Note] [added: Note] 12 to our Consolidated Financial Statements – [Commitments and [removed: Contingencies](#i64187c65009f49278c8cb4c756fa21b2_190).”][added: Contingencies](#i28df6615b87f4e15bc6ceed6a3f2a39f_199).]

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, [removed: 2021] [added: 2022] or

As of July [removed: 2, 2021,] [added: 1, 2022,] the aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately [removed: $201,672,052,000] [added: $214,582,365,000] (based on the last reported sale of common stock on the New York Stock Exchange Composite Tape reporting system on July [removed: 2, 2021).][added: 1, 2022).]

As of February [removed: 5, 2022,] [added: 4, 2023,] the Registrant had [removed: 391,191,770] [added: 385,430,077] shares of Common Stock outstanding.

Sections of Thermo Fisher’s definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders are incorporated by reference into Parts II and III of this report.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

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| [Item [removed: 7.](#i64187c65009f49278c8cb4c756fa21b2_2035)] [added: 7.](#i28df6615b87f4e15bc6ceed6a3f2a39f_46)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i64187c65009f49278c8cb4c756fa21b2_2035)] [added: Operations](#i28df6615b87f4e15bc6ceed6a3f2a39f_46)] | | | [removed: [26](#i64187c65009f49278c8cb4c756fa21b2_2035)] [added: [18](#i28df6615b87f4e15bc6ceed6a3f2a39f_46)] | | |

| [Item [removed: 7A.](#i64187c65009f49278c8cb4c756fa21b2_73)] [added: 7A.](#i28df6615b87f4e15bc6ceed6a3f2a39f_82)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i64187c65009f49278c8cb4c756fa21b2_73)] [added: Risk](#i28df6615b87f4e15bc6ceed6a3f2a39f_82)] | | | [removed: [35](#i64187c65009f49278c8cb4c756fa21b2_73)] [added: [27](#i28df6615b87f4e15bc6ceed6a3f2a39f_82)] | | |

| [Item [removed: 8.](#i64187c65009f49278c8cb4c756fa21b2_76)] [added: 8.](#i28df6615b87f4e15bc6ceed6a3f2a39f_85)] | | | [Financial Statements and Supplementary [removed: Data](#i64187c65009f49278c8cb4c756fa21b2_76)] [added: Data](#i28df6615b87f4e15bc6ceed6a3f2a39f_85)] | | | [removed: [36](#i64187c65009f49278c8cb4c756fa21b2_76)] [added: [28](#i28df6615b87f4e15bc6ceed6a3f2a39f_85)] | | |

| [Item [removed: 9.](#i64187c65009f49278c8cb4c756fa21b2_79)] [added: 9.](#i28df6615b87f4e15bc6ceed6a3f2a39f_88)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i64187c65009f49278c8cb4c756fa21b2_79)] [added: Disclosure](#i28df6615b87f4e15bc6ceed6a3f2a39f_88)] | | | [removed: [36](#i64187c65009f49278c8cb4c756fa21b2_79)] [added: [28](#i28df6615b87f4e15bc6ceed6a3f2a39f_88)] | | |

| [Item [removed: 9A.](#i64187c65009f49278c8cb4c756fa21b2_82)] [added: 9A.](#i28df6615b87f4e15bc6ceed6a3f2a39f_91)] | | | [Controls and [removed: Procedures](#i64187c65009f49278c8cb4c756fa21b2_82)] [added: Procedures](#i28df6615b87f4e15bc6ceed6a3f2a39f_91)] | | | [removed: [36](#i64187c65009f49278c8cb4c756fa21b2_82)] [added: [28](#i28df6615b87f4e15bc6ceed6a3f2a39f_91)] | | |

| [Item [removed: 9B.](#i64187c65009f49278c8cb4c756fa21b2_85)] [added: 9B.](#i28df6615b87f4e15bc6ceed6a3f2a39f_94)] | | | [Other [removed: Information](#i64187c65009f49278c8cb4c756fa21b2_85)] [added: Information](#i28df6615b87f4e15bc6ceed6a3f2a39f_94)] | | | [removed: [37](#i64187c65009f49278c8cb4c756fa21b2_85)] [added: [29](#i28df6615b87f4e15bc6ceed6a3f2a39f_94)] | | |

| [Item [removed: 9C.](#i64187c65009f49278c8cb4c756fa21b2_2877)] [added: 9C.](#i28df6615b87f4e15bc6ceed6a3f2a39f_97)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i64187c65009f49278c8cb4c756fa21b2_2877)] [added: Inspections](#i28df6615b87f4e15bc6ceed6a3f2a39f_97)] | | | [removed: [37](#i64187c65009f49278c8cb4c756fa21b2_2877)] [added: [29](#i28df6615b87f4e15bc6ceed6a3f2a39f_97)] | | |

| [Item [removed: 10.](#i64187c65009f49278c8cb4c756fa21b2_91)] [added: 10.](#i28df6615b87f4e15bc6ceed6a3f2a39f_103)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i64187c65009f49278c8cb4c756fa21b2_91)] [added: Governance](#i28df6615b87f4e15bc6ceed6a3f2a39f_103)] | | | [removed: [38](#i64187c65009f49278c8cb4c756fa21b2_91)] [added: [29](#i28df6615b87f4e15bc6ceed6a3f2a39f_103)] | | |

| [Item [removed: 11.](#i64187c65009f49278c8cb4c756fa21b2_94)] [added: 11.](#i28df6615b87f4e15bc6ceed6a3f2a39f_106)] | | | [Executive [removed: Compensation](#i64187c65009f49278c8cb4c756fa21b2_94)] [added: Compensation](#i28df6615b87f4e15bc6ceed6a3f2a39f_106)] | | | [removed: [38](#i64187c65009f49278c8cb4c756fa21b2_94)] [added: [29](#i28df6615b87f4e15bc6ceed6a3f2a39f_106)] | | |

| [Item [removed: 12.](#i64187c65009f49278c8cb4c756fa21b2_97)] [added: 12.](#i28df6615b87f4e15bc6ceed6a3f2a39f_109)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i64187c65009f49278c8cb4c756fa21b2_97)] [added: Matters](#i28df6615b87f4e15bc6ceed6a3f2a39f_109)] | | | [removed: [38](#i64187c65009f49278c8cb4c756fa21b2_97)] [added: [29](#i28df6615b87f4e15bc6ceed6a3f2a39f_109)] | | |

| [Item [removed: 13.](#i64187c65009f49278c8cb4c756fa21b2_100)] [added: 13.](#i28df6615b87f4e15bc6ceed6a3f2a39f_112)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i64187c65009f49278c8cb4c756fa21b2_100)] [added: Independence](#i28df6615b87f4e15bc6ceed6a3f2a39f_112)] | | | [removed: [38](#i64187c65009f49278c8cb4c756fa21b2_100)] [added: [30](#i28df6615b87f4e15bc6ceed6a3f2a39f_112)] | | |

| [Item [removed: 14.](#i64187c65009f49278c8cb4c756fa21b2_103)] [added: 14.](#i28df6615b87f4e15bc6ceed6a3f2a39f_115)] | | | [Principal Accountant Fees and [removed: Services](#i64187c65009f49278c8cb4c756fa21b2_103)] [added: Services](#i28df6615b87f4e15bc6ceed6a3f2a39f_115)] | | | [removed: [38](#i64187c65009f49278c8cb4c756fa21b2_103)] [added: [30](#i28df6615b87f4e15bc6ceed6a3f2a39f_115)] | | |

| [Item [removed: 15.](#i64187c65009f49278c8cb4c756fa21b2_109)] [added: 15.](#i28df6615b87f4e15bc6ceed6a3f2a39f_121)] | | | [Exhibits and Financial Statement [removed: Schedules](#i64187c65009f49278c8cb4c756fa21b2_109)] [added: Schedules](#i28df6615b87f4e15bc6ceed6a3f2a39f_121)] | | | [removed: [39](#i64187c65009f49278c8cb4c756fa21b2_109)] [added: [30](#i28df6615b87f4e15bc6ceed6a3f2a39f_121)] | | |

| [Item [removed: 16.](#i64187c65009f49278c8cb4c756fa21b2_112)] [added: 16.](#i28df6615b87f4e15bc6ceed6a3f2a39f_124)] | | | [Form 10-K [removed: Summary](#i64187c65009f49278c8cb4c756fa21b2_112)] [added: Summary](#i28df6615b87f4e15bc6ceed6a3f2a39f_124)] | | | [removed: [39](#i64187c65009f49278c8cb4c756fa21b2_112)] [added: [30](#i28df6615b87f4e15bc6ceed6a3f2a39f_124)] | | |

| 3.200% Notes due 2026 | | | | | | TMO 26B | | | | | | New York Stock Exchange | | |

| 3.650% Notes due 2034 | | | | | | TMO 34 | | | | | | New York Stock Exchange | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

Forward-looking Statements

Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act), are made throughout this Annual Report on Form 10-K.

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, 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.

Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the company’s estimates change, and readers should not rely on those forward-looking statements as representing the company’s views as of any date subsequent to the date of the filing of this report.

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 Factors](#i28df6615b87f4e15bc6ceed6a3f2a39f_16)” in Part I, Item 1A.

THERMO FISHER SCIENTIFIC INC.

As of February [removed: 5, 2022,] [added: 4, 2023,] the company had [removed: 2,619] [added: 2,460] holders of record of its common stock.

[removed: There was no] [added: A summary of the] share repurchase activity for the [removed: company’s] [added: company's] fourth quarter of [removed: 2021.][added: 2022 follows:]

[added: (1)] On September 23, 2021, the Board of Directors authorized the repurchase of up to $3.00 billion of the company’s common stock.

Early in the first quarter of [removed: 2022,] [added: 2023,] the company repurchased [removed: $2.00] [added: $3.00] billion of the [removed: company's] [added: company’s] common [removed: stock.][added: stock (5.2 million shares).]

At February [removed: 24, 2022,] [added: 23, 2023,] $1.00 billion was available for future repurchases of the company’s common stock under this authorization.

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

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

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

| Period | | | | | | Total number of shares purchased | | | | | | Average price paid per share | | | | | | Total number of shares purchased as part of publicly announced plans or programs (1) | | | | | | Maximum dollar amount of shares that may yet be purchased under the plans or programs (1) (in millions) | | |

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

| Fiscal October (Oct. 2 - Nov. 5) | | | | | | 1,989,832 | | | | | | $ | 502.55 | | | | | 1,989,832 | | | | | | $ | — | |

| Fiscal November (Nov. 6 - Dec. 3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,000 | | |

| Fiscal December (Dec. 4 - Dec. 31) | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,000 | | |

| Total fourth quarter | | | | | | 1,989,832 | | | | | | $ | 502.55 | | | | | 1,989,832 | | | | | | $ | 4,000 | |

All of the shares of common stock repurchased by the company during the fourth quarter were purchased under this program, depleting the 2021 authorization.

On November 10, 2022, the Board of Directors authorized the repurchase of up to $4.00 billion of the company’s common stock.

THERMO FISHER SCIENTIFIC INC.

See [Item 15 “Exhibits and Financial Statement [removed: Schedules.](#i64187c65009f49278c8cb4c756fa21b2_109)”][added: Schedules.](#i28df6615b87f4e15bc6ceed6a3f2a39f_121)”]

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: 2021,] [added: 2022,] 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: 2021] [added: 2022] based on criteria established in [removed: “Internal] [added: *Internal] Control - Integrated [removed: Framework”] [added: 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] as stated in their report that appears on page F-2 of this Annual Report on Form 10-K.

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.

Under the consulting agreement, which has a term ending March 1, [removed: 2023,] [added: 2024,] Mr. Stevenson will serve on the company’s Scientific Advisory Board and will also provide ongoing advice and services [removed: relating to COVID-19 research and products.][added: as requested by the company.]

The agreement also contains provisions that restrict Mr. Stevenson’s ability during the term of the consulting [removed: agreement, and] [added: agreement] (i) [removed: for a period of twelve months thereafter,] to work for or provide consulting services to, any competitor of the company, and (ii) [removed: 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.

On February 22, 2023, the Board of Directors of the company amended and restated the company’s By-Laws, effective immediately, to conform the By-laws to the Securities and Exchange Commission’s universal proxy rules contained in Rule 14a-19 under the Securities Exchange Act of 1934, and certain 2022 amendments to the General Corporation Law of the State of Delaware (the DGCL).

The amendments to the By-laws include additions to Article I, Section 9 to implement the requirements of Rule 14a-19 regarding the nomination and solicitation of proxies for director candidates.

The amendments to the By-laws also include revisions to Article I, Sections 4 and 8 to conform with the 2022 DGCL amendments.

The foregoing description of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, as amended and restated, a copy of which is attached as Exhibit 3.4 and incorporated by reference herein.

On February 22, 2023, the company entered into a consulting agreement with Mark P.

Stevenson, former Executive Vice President and Chief Operating Officer of the company, relating to services that Mr. Stevenson will provide to the company.

During the term of the consulting agreement, Mr. Stevenson will receive compensation of $8,000 per month.

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.

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 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.

THERMO FISHER SCIENTIFIC INC.

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: (2022] [added: (2023] Definitive Proxy Statement) including under “Corporate [removed: governance—Board of directors—selection, skills and experience—Director nominee skills, experience, and background,” and “Corporate governance—Board of directors—selection, skills and experience—Nominees and incumbent directors,”] [added: governance,”] 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](#i64187c65009f49278c8cb4c756fa21b2_13)] [added: I](#i28df6615b87f4e15bc6ceed6a3f2a39f_13)] of this report.

The other information required by this Item will be contained in our [removed: 2022] [added: 2023] Definitive Proxy Statement including under “Corporate [removed: governance—Board practices, policies and processes —Corporate Governance Guidelines” and “Corporate Governance—Board leadership structure—Board committees,”] [added: governance,”] and is incorporated in this report by reference.

The information required by this Item will be contained in our [removed: 2022] [added: 2023] Definitive Proxy Statement including under “Corporate [removed: governance—Compensation of directors,”] [added: governance,”] and “Executive compensation,” and is incorporated in this report by reference.

The information required by this Item will be contained in our [removed: 2022] [added: 2023] Definitive Proxy Statement including under “Information about stock [removed: ownership—Equity compensation plan information” and “Information about stock ownership—Security ownership of certain beneficial owners and management,”] [added: ownership,”] and is incorporated in this report by reference.

THERMO FISHER SCIENTIFIC INC.

The information required by this Item will be contained in our [removed: 2022] [added: 2023] Definitive Proxy Statement including under “Corporate [removed: governance—Board practices, policies and processes—Related person transactions,” and “Corporate governance—Board leadership structure—How we assess director independence,”] [added: governance,”] and is incorporated in this report by reference.

The information required by this Item will be contained in our [removed: 2022] [added: 2023] Definitive Proxy Statement including under “Audit [removed: matters—Independent auditor fees” and “Audit matters—Audit Committee’s pre-approval policies and procedures,”] [added: matters,”] and is incorporated in this report by reference.

THERMO FISHER SCIENTIFIC INC.

[Report of Independent Registered Public Accounting [removed: Firm](#i64187c65009f49278c8cb4c756fa21b2_124)][added: Firm](#i28df6615b87f4e15bc6ceed6a3f2a39f_136)]

[Consolidated Balance [removed: Sheet](#i64187c65009f49278c8cb4c756fa21b2_127)][added: Sheet](#i28df6615b87f4e15bc6ceed6a3f2a39f_139)]

[Consolidated Statement of [removed: Income](#i64187c65009f49278c8cb4c756fa21b2_130)][added: Income](#i28df6615b87f4e15bc6ceed6a3f2a39f_142)]

[Consolidated Statement of Comprehensive [removed: Income](#i64187c65009f49278c8cb4c756fa21b2_133)][added: Income](#i28df6615b87f4e15bc6ceed6a3f2a39f_145)]

[Consolidated Statement of Cash [removed: Flows](#i64187c65009f49278c8cb4c756fa21b2_139)][added: Flows](#i28df6615b87f4e15bc6ceed6a3f2a39f_151)]

[Consolidated Statement [removed: of](#i64187c65009f49278c8cb4c756fa21b2_142) [Redeemable](#i64187c65009f49278c8cb4c756fa21b2_142) [Noncontrolling] [added: of Redeemable Noncontrolling] Interest [removed: and](#i64187c65009f49278c8cb4c756fa21b2_142) [Equity](#i64187c65009f49278c8cb4c756fa21b2_142)][added: and Equity](#i28df6615b87f4e15bc6ceed6a3f2a39f_154)]

[Notes to Consolidated Financial [removed: Statements](#i64187c65009f49278c8cb4c756fa21b2_145)][added: Statements](#i28df6615b87f4e15bc6ceed6a3f2a39f_157)]

| See the Exhibit Index on page [removed: [41](#i64187c65009f49278c8cb4c756fa21b2_118).] [added: [31](#i28df6615b87f4e15bc6ceed6a3f2a39f_130).] | | |

| Date: | | | February [removed: 24, 2022] [added: 23, 2023] | | | 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 [removed: 24, 2022.][added: 23, 2023.]

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

[removed: THERMO FISHER SCIENTIFIC INC.][added: | Total Thermo Fisher Scientific Inc. shareholders’ equity | | | | | | 43,978 | | | | | | 40,793 | | |]

| [removed: 3.4] [added: 10.12] | | | | | | [removed: [Amended] [added: [Noncompetition Agreement, between Marc N. Casper] and [removed: Restated By-Laws of] the Registrant, [removed: as amended and effective as of July 8, 2021](http://www.sec.gov/Archives/edgar/data/0000097745/000009774521000038/ex311.htm)] [added: dated November 21, 2009](http://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w7.htm)] (filed as Exhibit [removed: 3.1] [added: 10.7] to the Registrant’s Current Report on Form 8-K filed [removed: July 9, 2021] [added: November 25, 2009] \[File No. 1-8002\] and incorporated in this document by [removed: reference).] [added: reference).*] | | |

| 4.4 | | | | | | [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). | | |

| 4.5 | | | | | | [removed: [Thirteenth] [added: [Fifteenth] Supplemental Indenture, dated as of [removed: September 12, 2016,] [added: March 16, 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/97745/000119312517084391/d360173dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: September 12, 2016] [added: March 16, 2017] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.6 | | | | | | [removed: [Fifteenth] [added: [Sixteenth] Supplemental Indenture, dated as of [removed: March 16,] [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/97745/000119312517084391/d360173dex42.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: March 16,] [added: July 24,] 2017 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.7 | | | | | | [removed: [Sixteenth] [added: [Seventeenth] Supplemental Indenture, dated as of [removed: July 24,] [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/97745/000119312517233225/d419492dex42.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517257276/d442851dex42.htm)] (filed as Exhibit 4.2 to the [removed: Registrant's] [added: Registrant’s] Current Report on Form 8-K filed [removed: July 24,] [added: August 14,] 2017 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.8 | | | | | | [removed: [Seventeenth] [added: [Eighteenth] Supplemental Indenture, dated as of [removed: August 14, 2017,] [added: September 30, 2019,] between the [removed: Company] [added: Company,] 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/97745/000119312519258147/d807133dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: August 14, 2017] [added: September 30, 2019] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.9 | | | | | | [removed: [Eighteenth] [added: [Nineteenth] Supplemental Indenture, dated as of [removed: September 30,] [added: October 8,] 2019, between the [removed: Company](http://www.sec.gov/Archives/edgar/data/97745/000119312519258147/d807133dex42.htm)[,] [added: Company,] and [removed: The] [added: the] Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312519258147/d807133dex42.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312519264457/d812464dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: September 30,] [added: October 8,] 2019 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.10 | | | | | | [removed: [Nineteenth] [added: [Twenty-First] Supplemental Indenture, dated as of [removed: October 8, 2019,] [added: April 2, 2020,] between the [removed: Company](http://www.sec.gov/Archives/edgar/data/97745/000119312519264457/d812464dex42.htm)[,] [added: Company,] 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](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: October 8, 2019] [added: April 2, 2020] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.11 | | | | | | [removed: [Twenty-First] [added: [Twenty-Second] Supplemental Indenture, dated as of [removed: April 2, 2020,] [added: August 23, 2021,] between the [removed: Company](http://www.sec.gov/Archives/edgar/data/97745/000119312520095953/d850230dex42.htm)[,] [added: Company,] 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/97745/000119312521253972/d140741dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: April 2, 2020] [added: August 23, 2021] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.12 | | | | | | [removed: [Twenty-Second] [added: [Twenty-Third] Supplemental Indenture, dated as of [removed: August 23,] [added: October 22,] 2021, between the [removed: Company](https://www.sec.gov/Archives/edgar/data/97745/000119312521253972/d140741dex42.htm)[,] [added: Company,] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](https://www.sec.gov/Archives/edgar/data/97745/000119312521253972/d140741dex42.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 [removed: August 23,] [added: October 22,] 2021 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.13] [added: 4.17] | | | | | | [Third Supplemental Indenture, dated as of October 18, 2021, among](https://www.sec.gov/Archives/edgar/data/0000097745/000119312521301063/d282638dex42.htm) [Thermo Fisher Scientific [removed: (Finance](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm) [](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm)[I)] [added: (Finance 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). | | |

| 4.14 | | | | | | [removed: [Twenty-Third] [added: [Twenty-Fifth] Supplemental Indenture, dated as of [removed: October 22, 2021,] [added: November 21, 2022,] between the [removed: Company](https://www.sec.gov/Archives/edgar/data/0000097745/000119312521305403/d245003dex42.htm)[,] [added: Company, as issuer,] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](https://www.sec.gov/Archives/edgar/data/0000097745/000119312521305403/d245003dex42.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/97745/000114036122042550/ny20005859x7_ex4-2.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: October 22, 2021] [added: November 21, 2022] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.15] [added: 4.16] | | | | | | [Indenture, dated as of August 9, 2016, among Thermo Fisher International, 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/97745/000119312516675930/d224635dex41.htm) (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August 9, 2016 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.16] [added: 4.18] | | | | | | [Fourth Supplemental Indenture, dated as of November 18, 2021, among Thermo [removed: 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)] [added: Fisher Scientific (Finance I)] B.V. (Thermo [removed: 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)[,] [added: Fisher International),] 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/97745/000119312521333790/d201403dex42.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed August 9, 2016 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.17] [added: 4.19] | | | | | | [Description of the Registrant’s [removed: Securities](https://www.sec.gov/Archives/edgar/data/97745/000009774522000011/tmo202110-kex417.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/97745/000009774523000008/q4202210-kex419.htm)] | | |

| 10.1 | | | | | | [Thermo Fisher Scientific Inc. Deferred Compensation Plan for Directors of the Registrant, as amended and [removed: restated](http://www.sec.gov/Archives/edgar/data/97745/000009774507000219/tmoq307ex10_2.htm) [effective] [added: restated 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).* | | |

| 10.4 | | | | | | [Summary of Thermo Fisher Scientific Inc. [removed: 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] [added: Annual Non-Management 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).* | | |

| [removed: 10.6] [added: 10.5] | | | | | | [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,] effective as of January 1, [removed: 2009] [added: 2009](https://www.sec.gov/Archives/edgar/data/97745/000009774510000008/tmok2009ex10_25.htm)] (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).* | | |

| [removed: 10.7] [added: 10.6] | | | | | | Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc. (filed as Exhibit 10.12 to Fisher Scientific International Inc.’s Annual Report on Form 10-K for the year ended December 31, 1992 \[File No. 1-10920\] and incorporated in this document by reference).* | | |

| [removed: 10.8] [added: 10.7] | | | | | | [First Amendment to the Fisher Scientific International Inc. Retirement Plan for Non-Employee Directors](http://www.sec.gov/Archives/edgar/data/880430/000095013505002766/b54803fsexv10w04.txt) (filed as Exhibit 10.04 to Fisher Scientific International Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 \[File No. 1-10920\] and incorporated in this document by reference).* | | |

| [removed: 10.9] [added: 10.8] | | | | | | [Amendment to Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc.](http://www.sec.gov/Archives/edgar/data/880430/000095013506001457/b59548fsexv10w02.htm) (filed as Exhibit 10.02 to Fisher Scientific International Inc.’s Current Report on Form 8-K filed March 7, 2006 \[File No. 1-10920\] and incorporated in this document by reference).* | | |

| [removed: 10.10] [added: 10.9] | | | | | | [Thermo Fisher Scientific Inc. Amended and Restated 2005 Deferred Compensation Plan, effective January 1, 2020](http://www.sec.gov/Archives/edgar/data/97745/000009774520000038/tmoq2202010qex101.htm) (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2020 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.11] [added: 10.10] | | | | | | [2009 Restatement of Executive Severance Agreement, between [removed: 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] [added: Marc N. Casper] and the Registrant, dated November 21, 2009](http://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w5.htm) (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.12] [added: 10.11] | | | | | | [Executive Change In Control Retention Agreement, between [removed: 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] [added: Marc N. 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 | | | | | | [removed: [Noncompetition] [added: [Amendment No. 1 to 2009 Restatement of Executive Severance] Agreement, [added: dated February 25, 2010,] between [removed: 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 [removed: Registrant, dated November 21, 2009](http://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w7.htm)] [added: Registrant and Marc N. Casper](http://www.sec.gov/Archives/edgar/data/97745/000095012310017131/b79792exv10w2.htm)] (filed as Exhibit [removed: 10.7] [added: 10.2] to the Registrant’s Current Report on Form 8-K filed [removed: November] [added: February] 25, [removed: 2009] [added: 2010] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.14 | | | | | | [Amendment No. [removed: 1] [added: 2] to 2009 Restatement of Executive Severance Agreement, dated [removed: February 25,] [added: November 30,] 2010, between the Registrant and Marc N. [removed: Casper](http://www.sec.gov/Archives/edgar/data/97745/000095012310017131/b79792exv10w2.htm)] [added: Casper](http://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_55.htm)] (filed as Exhibit [removed: 10.2] [added: 10.55] to the Registrant’s [removed: Current] [added: Annual] Report on Form [removed: 8-K filed February 25,] [added: 10-K for the year ended December 31,] 2010 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.15 | | | | | | [Amendment No. [removed: 2] [added: 1] to [removed: 2009 Restatement of] Executive [removed: Severance] [added: Change In Control Retention] Agreement, dated November 30, 2010, between [removed: the Registrant and] Marc N. [removed: Casper](http://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_55.htm)] [added: Casper and the Registrant](http://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_56.htm)] (filed as Exhibit [removed: 10.55] [added: 10.56] to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.16 | | | | | | [Amendment No. [removed: 1] [added: 2] to Executive Change [removed: In] [added: in] Control Retention Agreement, dated [removed: November 30, 2010,] [added: March 16, 2018,] between Marc N. Casper and the [removed: Registrant](http://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_56.htm)] [added: Registrant](http://www.sec.gov/Archives/edgar/data/97745/000009774518000017/tmoq1201810qex103.htm)] (filed as Exhibit [removed: 10.56] [added: 10.3] to the [removed: Registrant’s Annual] [added: Registrant's Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2010] [added: 2018] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.17 | | | | | | [removed: [Amendment No. 2 to] [added: [Form of] Executive Change in Control Retention [removed: Agreement, dated March 16, 2018, between] [added: Agreement for Officers (other than] Marc N. [removed: Casper and the Registrant](http://www.sec.gov/Archives/edgar/data/97745/000009774518000017/tmoq1201810qex103.htm)] [added: Casper)](http://www.sec.gov/Archives/edgar/data/97745/000009774518000017/tmoq1201810qex102.htm)] (filed as Exhibit [removed: 10.3] [added: 10.2] to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.18] [added: 10.33] | | | | | | [Form of [removed: Executive Change in Control Retention] [added: Noncompetition] Agreement [removed: for Officers (other than 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)] [added: between the Registrant and certain key employees and executive officers](http://www.sec.gov/Archives/edgar/data/97745/000009774519000035/tmoq2201910qex102.htm)] (filed as Exhibit 10.2 to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2018] [added: June 29, 2019] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.19] [added: 10.18] | | | | | | [Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement for Directors](http://www.sec.gov/Archives/edgar/data/97745/000009774511000023/tmoq111ex10_1.htm) (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2011 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.20] [added: 10.19] | | | | | | [Form of [added: Nonstatutory Stock Option Agreement between] Thermo Fisher Scientific [removed: Inc.’s Performance Restricted Stock Unit Agreemen](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex104.htm)[t] [added: Inc. and Marc N. Casper] effective [removed: February](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex104.htm)] [added: February] 26, [removed: 2013] [added: 2013](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex105.htm)] (filed as Exhibit [removed: 10.4] [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).* | | |

| [removed: 10.21] [added: 10.37] | | | | | | [Form of Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and [removed: 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)] [added: Marc N. Casper](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1048.htm)] [effective [removed: February](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex104.htm) 26, 2013] [added: as of February 25, 2020](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1045.htm)] (filed as Exhibit [removed: 10.3] [added: 10.48] 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, 2019] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.22] [added: 10.39] | | | | | | [Form [removed: 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] [added: of Nonstatutory Stock] Option Agreement between Thermo Fisher Scientific Inc. and [removed: 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)] [added: Marc N. Casper](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1050.htm)] [effective [removed: February](http://www.sec.gov/Archives/edgar/data/97745/000119312513079471/d492385dex104.htm) 26, 2013] [added: as of February 25, 2020](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1045.htm)] (filed as Exhibit [removed: 10.5] [added: 10.50] 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, 2019] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.23] [added: 10.20] | | | | | | [Thermo Fisher Scientific Inc. 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 May 23, 2013 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.24] [added: 10.21] | | | | | | [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).* | | |

| 3.4 | | | | | | [Amended and Restated By-Laws of the Registrant, as amended and effective as of February 22, 2023](https://www.sec.gov/Archives/edgar/data/97745/000009774523000008/q4202210-kex34.htm) | | |

| 4.13 | | | | | | [Twenty-Fourth Supplemental Indenture, dated as of October 20, 2022, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/97745/000114036122037956/ny20005499x4_ex4-2.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 20, 2022 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.15 | | | | | | [Twenty-Sixth Supplemental Indenture, dated as of November 21, 2022, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/97745/000114036122042550/ny20005859x7_ex4-3.htm) (filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed November 21, 2022 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 10.45 | | | | | | [Amendment to Nonstatutory Stock Option Agreements between Thermo Fisher Scientific Inc. and Marc N. Casper.](https://www.sec.gov/Archives/edgar/data/97745/000009774523000008/q4202210-kex1045.htm)* | | |

| 10.46 | | | | | | [Amendment to Restricted Stock Unit Agreements between Thermo Fisher Scientific Inc. and Marc N. Casper.](https://www.sec.gov/Archives/edgar/data/97745/000009774523000008/q4202210-kex1046.htm)* | | |

| 10.47 | | | | | | [Amendment to Performance Restricted Stock Unit Agreements between Thermo Fisher Scientific Inc. and Marc N. Casper.](https://www.sec.gov/Archives/edgar/data/97745/000009774523000008/q4202210-kex1047.htm)* | | |

| By: | | | /s/ Marc N. Casper | | | | | | By: | | | /s/ R. Alexandra Keith | | |

| | | | Marc N. Casper | | | | | | | | | R. Alexandra Keith | | |

| By: | | | /s/ Ruby R. Chandy | | | | | | By: | | | /s/ Debora L. Spar | | |

| | | | Ruby R. Chandy | | | | | | | | | Debora L. Spar | | |

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

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

| By: | | | /s/ Tyler E. Jacks | | | | | | By: | | | /s/ Dion J. Weisler | | |

| | | | Tyler E. Jacks | | | | | | | | | Dion J. Weisler | | |

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

evaluating the identification of liabilities for unrecognized tax benefits and the reasonableness of the more likely than not determination in consideration of court decisions, legislative actions, statutes of limitations, and developments in tax examinations by jurisdiction, (v) testing the calculation of the liability for unrecognized tax benefits by jurisdiction, including estimates of the amount of income tax benefit expected to be sustained, and (vi) evaluating the adequacy of the Company’s disclosures.

February 23, 2023

| Net income | | | | | | $ | 6,960 | | | | | $ | 7,728 | | | | | $ | 6,377 | |

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

| Net income | | | | | | 15 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,950 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,950 | | | | | | (5) | | | | | | 6,945 | | |

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

| Balance at December 31, 2022 | | | | | | $ | 116 | | | | | | | | 441 | | | | | | $ | 441 | | | | | $ | 16,743 | | | | | $ | 41,910 | | | | | 50 | | | | | | $ | (12,017) | | | | | $ | (3,099) | | | | | $ | 43,978 | | | | | $ | 54 | | | | | $ | 44,032 | |

Accounting for the timing and amount of termination benefits provided by the company to employees is determined based on whether: (a) the company has a substantive plan to provide such benefits, (b) the company has a written employment

| (In millions) | | | | | | 2022 | | | | | | 2021 | | |

This change was recorded in the Laboratory Products and

| (In millions) | | | | | | 2022 | | | | | | 2021 | | |

| Construction in progress | | | | | | 2,695 | | | | | | 2,567 | | |

| | | | | | | 30,347 | | | | | | (14,140) | | | | | | 16,207 | | | | | | 31,625 | | | | | | (12,747) | | | | | | 18,878 | | |

| 2023 | | | | | | $ | 2,279 | |

| 2027 | | | | | | 1,296 | | |

| 2028 and thereafter | | | | | | 7,865 | | |

| Acquisitions | | | | | | — | | | | | | 24 | | | | | | — | | | | | | — | | | | | | 24 | | |

| Finalization of purchase price allocations for 2021 acquisitions | | | | | | 9 | | | | | | — | | | | | | — | | | | | | 168 | | | | | | 177 | | |

| Currency translation | | | | | | (6) | | | | | | (102) | | | | | | (186) | | | | | | (635) | | | | | | (929) | | |

| Balance at December 31, 2022 | | | | | | $ | 10,146 | | | | | $ | 4,965 | | | | | $ | 3,091 | | | | | $ | 22,994 | | | | | $ | 41,196 | |

*Government Assistance*

From time to time, the company receives assistance from various governmental agencies generally in the form of cash or non-income tax credits.

These programs help offset the costs of certain research and development activities, facility construction and expansion efforts, or hiring objectives.

When the company believes that it is probable that it will meet the conditions tied to the assistance, it offsets the associated expense in the consolidated income statement.

Such amounts were not material to the consolidated financial statements as of and for the year ended December 31, 2022.

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

| By: | | | /s/ Marc N. Casper | | | | | | By: | | | /s/ Thomas J. Lynch | | |

| | | | Marc N. Casper | | | | | | | | | Thomas J. Lynch | | |

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

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

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

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

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

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

| 10.5 | | | | | | [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)* | | |

| 10.44 | | | | | | [Form of](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1050.htm) [Nonstatu](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1050.htm)[tory](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1050.htm) [Stock Option Agreement between Thermo Fisher Scientific Inc. and Marc](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1050.htm) [N.](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1050.htm) [Caspe](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1050.htm)[r](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1050.htm) [effective as of February 25, 2020](http://www.sec.gov/Archives/edgar/data/97745/000009774520000009/tmo201910kex1045.htm) (filed as Exhibit 10.50 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).* | | |

| 10.45 | | | | | | [Form of Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and 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 10.47 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.46 | | | | | | [Form of Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper](https://www.sec.gov/Archives/edgar/data/97745/000009774521000011/tmo202010kex1048.htm) (filed as Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.47 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/97745/000009774521000011/tmo202010kex1049.htm) (filed as Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 \[File No. 1-8002\] 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)* | | |

*Change in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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.

The Company has

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

*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.

The principal considerations for our determination that performing procedures relating to the valuation of the acquired customer relationships intangible assets from the acquisition of PPD, Inc. is a critical audit matter are (i) the significant judgment by management when determining the fair value of the acquired customer relationships intangible assets, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projections of cash flows and discount rates, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer relationships intangible assets.

These procedures also included, among others (i) reading the purchase agreement, (ii) testing management’s process for determining the fair values of the acquired customer relationships intangible assets, (iii) evaluating the appropriateness of the valuation methodology utilizing discounted projected cash flows, (iv) testing the completeness and accuracy of the underlying data used in the discounted projected cash flows, and (v) evaluating the reasonableness of the significant assumptions used by management related to projections of cash flows and discount rates.

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.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the valuation methodology utilizing discounted projected cash flows and (ii) the reasonableness of the discount rate significant assumption.

| Total Thermo Fisher Scientific Inc. shareholders’ equity | | | | | | 40,793 | | | | | | 34,507 | | |

| Reclassification adjustment for losses included in net income (net of tax benefit of $17, $14 and $6) | | | | | | 56 | | | | | | 45 | | | | | | 19 | | |

| Gain on sales of businesses | | | | | | — | | | | | | — | | | | | | (482) | | |

| Proceeds from sale of business, net of cash divested | | | | | | — | | | | | | — | | | | | | 1,128 | | |

| Net proceeds from issuance of company common stock under employee stock plans | | | | | | 156 | | | | | | 196 | | | | | | 153 | | |

| Balance at December 31, 2018 | | | | | | $ | — | | | | | | | | 432 | | | | | | $ | 432 | | | | | $ | 14,621 | | | | | $ | 18,696 | | | | | 29 | | | | | | $ | (3,665) | | | | | $ | (2,498) | | | | | $ | 27,586 | | | | | $ | 8 | | | | | $ | 27,594 | |

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