Thermo Fisher Scientific (TMO) 10-K risk factor changes: FY2023 vs FY2022

Set forth below are the [removed: risks] [added: risks, some of which have occurred and any of which may occur in the future,] that we believe are material to our investors.

[removed: Business](#i28df6615b87f4e15bc6ceed6a3f2a39f_13)] [added: Business](#i94fb844a166f41899b299e366e07e26e_13)] under the caption “Forward-looking Statements”.

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 [removed: 2022] [added: 2023] and inflation rates in the U.S., as well as in other countries in which we operate, continue at elevated [removed: levels for the near-term.][added: levels.]

In [removed: 2022,] [added: 2023,] currency translation had an unfavorable effect of [removed: $1.35] [added: $0.02] billion on revenues due to the strengthening of the U.S. dollar relative to other currencies in which the company sells products and services.

- changes in a specific country's or region's political, [removed: economic] [added: economic, social] or other conditions;

- the impact of public health [removed: epidemics/pandemics] [added: emergencies, pandemics, epidemics or other health outbreaks] on the global economy, such as the COVID-19 pandemic;

- negative consequences from changes in [added: or interpretation of laws and regulations, including those related to] tax [removed: laws;][added: and import/export;]

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

COVID-19 [removed: 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.

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

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: $41.20] [added: $44.02] billion and $1.24 billion, respectively, as of December 31, [removed: 2022.][added: 2023.]

In addition, we have definite-lived intangible assets totaling [removed: $16.21] [added: $15.44] billion as of December 31, [removed: 2022.][added: 2023.]

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 or increased cost of key raw materials or commodities, such as energy, and external events such as global economic downturns and macroeconomic trends, natural disasters, pandemic health issues such as COVID-19, war, terrorist actions, governmental [added: actions and legislative or regulatory changes.]

[added: A significant cyber-attack or other disruption in, or breach in security of, our information technology systems could adversely harm our operating results and financial condition, damage our reputation or otherwise materially harm our business.] We [removed: also] rely on [removed: our] information technology systems to process, transmit and store electronic information (including sensitive data such as confidential business [removed: information] [added: information, medical information, financial data] and personally identifiable data relating to employees, customers and other business partners) and to manage or support a variety of critical business processes and activities (such as interacting with suppliers, selling our products and services, fulfilling orders and billing, collecting and making payments, shipping products, providing services and support to customers, tracking customer activity, fulfilling contractual obligations and otherwise conducting business).

[removed: Our systems] [added: Despite our efforts, any particular system we operate or use] may be [removed: vulnerable] [added: susceptible] to [added: compromise of a vulnerability or a privileged account,] damage or interruption from natural disasters, power loss, telecommunication failures, [added: data center failure, third party provider failures (including failures at cloud services), hardware and software failures, human error or sabotage,] terrorist attacks, [added: geopolitical events,] computer hackers, computer viruses, ransomware, phishing, computer denial-of-service attacks, unauthorized access to customer or employee data or company trade secrets, and other attempts to harm our [removed: systems.][added: systems and access our information.]

[removed: Certain] [added: Although most] of our systems [removed: are not redundant, and] [added: leverage data backups,] our disaster recovery planning is not sufficient for every eventuality.

[removed: Any of the cyber-attacks, breaches or other] [added: Cyber-attacks,] disruptions or [removed: damage] [added: other incidents] described above, [removed: if significant,] [added: or breaches of security in our networks, in our customers’ or third-party providers’ networks, in third-party products we use, or in cloud-based services provided to us, regardless of whether the breach is attributable to a vulnerability in our products or services, a privileged account compromise, or a failure to maintain the digital security infrastructure or security tools that protect the integrity of our products, services, and systems and data,] could materially interrupt our [added: operations or our customer’s] operations, delay production and shipments, [added: impact quality,] result in theft of our and our customers’ intellectual property and trade secrets, damage [removed: customer, business partner and employee relationships and] our reputation or [added: key relationships,] result in defective products or services, legal claims and proceedings, liability and penalties under privacy laws and increased cost for security and remediation, [added: in] each [removed: of which could adversely affect] [added: case resulting in an adverse effect on] our business and financial results.

[added: A violation of data privacy laws could adversely harm our operating results and financial condition, damage our reputation or otherwise materially harm our business.] If we are unable to maintain reliable information technology systems and appropriate controls with respect to global data privacy and security [removed: requirements and prevent data breaches,] [added: requirements,] we may suffer regulatory consequences in addition to business consequences.

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

[removed: We may have difficulty attracting and retaining a highly qualified workforce. Our] [added: Our] success is largely dependent upon our ability to attract and retain [added: a] highly qualified [added: workforce, comprised of] scientific, technical, [removed: clinical] [added: clinical,] and management [removed: workforce] [added: talent. We have] in [removed: a highly competitive environment.][added: the past, and may in the future, have difficulty in attracting and retaining such talent.]

Macroeconomic [removed: conditions, specifically] [added: shifts such as] increased competition for employees and wage inflation, [removed: could] have [removed: a material impact on our ability to attract] [added: previously] and [removed: retain talent,] [added: could in the future affect] our [added: talent retention,] turnover [removed: rate] [added: rates] and [removed: the cost of operating our business.][added: operational costs.]

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

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 [removed: operations] [added: operations, including the ability to fulfill supply obligations to our customers,] or impair our critical systems.

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, 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 [removed: outside of our control, such as trade protectionism, strikes or other labor unrest, our results of operations could be adversely affected.]

[removed: Changes] [added: New governmental regulations or changes] in [added: existing] governmental regulations may reduce demand for our products or increase our expenses. We compete in many markets in which we and our customers must comply with federal, state, local and international regulations, such as environmental, health and safety and food and drug regulations.

Any significant change in [removed: regulations] [added: regulations, such as the Inflation Reduction Act of 2022 (IRA), which contains drug price negotiation provisions, or change in the interpretation of existing regulations,] could reduce demand for our products or increase our expenses.

Changes in the U.S. Food and Drug Administration’s (the FDA) regulation of the drug discovery and development process could have an adverse effect on the demand for these [removed: products.][added: products, and increased FDA regulation of laboratory-developed tests could delay and add to the cost of commercialization of these products, as well as subject us to additional regulatory controls.]

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

[removed: Production problems in our drug and biologic manufacturing operations could be particularly] significant because the cost of raw materials for such manufacturing is often high.

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

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

Our existing and future indebtedness may restrict our investment opportunities or limit our activities and negatively impact our credit ratings. As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $34.49] [added: $34.92] billion in outstanding indebtedness.

We use a risk-based approach to implementing security controls, reviewing the security controls of certain key business partners and third-party service providers and conducting due diligence on companies we propose to acquire.

We and our third-party providers experience cyber-attacks and other attempts to gain unauthorized access to our products, services, and systems and data on a regular basis, and we anticipate continuing to be subject to such attempts as cyber-attacks become increasingly sophisticated and more difficult to predict and protect against, particularly with the advancement of artificial intelligence.

Despite our and our third-party providers’ implementation of security measures, our products, services, and systems and data, are vulnerable to cyber-attacks, data breaches, malware, inadvertent error, disruptions, tampering or other theft or misuse, including by employees, contingent workers, malicious actors, or nation-states or their agents.

In addition, our customers rely upon our products (i.e. instruments, etc.) within their environments, which may be at risk of compromise.

Risks affecting our products may include those associated with remote access solutions, system vulnerabilities, or delay of security updates, which may require customers to take action such as network isolation, password change, or manual update.

Our success in doing so is largely dependent upon various factors, including a highly competitive market, sought-after skills, management changes, competitor recruitment, and maintaining an attractive workplace culture.

outside of our control, such as trade protectionism, strikes or other labor unrest, our results of operations could be adversely affected.

Production problems in our drug and biologic manufacturing operations could be particularly

THERMO FISHER SCIENTIFIC INC.

our tax filings and recently enacted and future changes in tax laws in jurisdictions in which we operate.

In December 2021, the Organization for Economic Cooperation and Development (“OECD”) published a proposal for the establishment of a global minimum tax rate of 15% (the “Pillar Two rule”).

The OECD has recommended that the Pillar Two rule become effective for fiscal years beginning after January 1, 2024.

To date, member states are in various stages of implementation and the OECD continues to refine technical guidance.

We are closely monitoring developments of the Pillar Two rule and are currently evaluating the potential impacts in each of the countries in which we operate; however, we currently do not expect the Pillar Two rule to have a material impact on our effective tax rate.

actions and legislative or regulatory changes.

A significant disruption in, or breach in security of, our information technology systems or violation of data privacy laws could adversely affect our business. As a part of our ongoing effort to upgrade our current information systems, we periodically implement new enterprise resource planning software and other software applications to manage certain of our business operations.

As we implement and add functionality, problems could arise that we have not foreseen.

Such problems could disrupt our ability to provide quotes, take customer orders and otherwise run our business in a timely manner.

When we upgrade or change systems, we may suffer interruptions in service, loss of data or reduced functionality.

In addition, if our new systems fail to provide accurate pricing and cost data our results of operations and cash flows could be adversely affected.

Despite any precautions we may take, such problems could result in, among other consequences, interruptions in our services, which could harm our reputation and financial results.

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

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

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

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

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

regulations governing government contracts.

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

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](#i28df6615b87f4e15bc6ceed6a3f2a39f_133),] [added: Statements](#i94fb844a166f41899b299e366e07e26e_133),] which begin on page [removed: F-1] [added: [29](#i94fb844a166f41899b299e366e07e26e_133)] of this report.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for [removed: 2020] [added: 2021] is included in Item 7 of the company’s [removed: 2021] [added: 2022] [Annual Report on Form [removed: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/97745/000009774522000011/tmo-20211231.htm)] [added: 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/97745/000009774523000008/tmo-20221231.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 “[Non-GAAP [removed: Measures](#i28df6615b87f4e15bc6ceed6a3f2a39f_73)”] [added: Measures](#i94fb844a166f41899b299e366e07e26e_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, increase laboratory productivity, and improve patient health through [added: diagnostics and the development and manufacture of life-changing therapies.]

| (Dollars in millions except per share amounts) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Change | | |

| Revenues | | | | | | $ | [removed: 44,915] [added: 42,857] | | | | | $ | [removed: 39,211] [added: 44,915] | | | | | [removed: 15] [added: (5)] | | % |

| GAAP operating income | | | | | | $ | [removed: 8,393] [added: 6,859] | | | | | $ | [removed: 10,028] [added: 8,393] | | | | | [removed: (16)] [added: (18)] | | % |

| GAAP operating income margin | | | | | | [removed: 18.7] [added: 16.0] | | % | | | | [removed: 25.6] [added: 18.7] | | % | | | | [removed: (6.9)] [added: (2.7)] | | pt |

| Adjusted operating income *(non-GAAP measure)* | | | | | | $ | [removed: 10,985] [added: 9,810] | | | | | $ | [removed: 12,138] [added: 10,985] | | | | | [removed: (9)] [added: (11)] | | % |

| Adjusted operating income margin *(non-GAAP measure)* | | | | | | [removed: 24.5] [added: 22.9] | | % | | | | [removed: 31.0] [added: 24.5] | | % | | | | [removed: (6.5)] [added: (1.6)] | | pt |

| GAAP diluted earnings per share attributable to Thermo Fisher Scientific Inc. | | | | | | $ | [removed: 17.63] [added: 15.45] | | | | | $ | [removed: 19.46] [added: 17.63] | | | | | [removed: (9)] [added: (12)] | | % |

| Adjusted earnings per share *(non-GAAP measure)* | | | | | | $ | [removed: 23.24] [added: 21.55] | | | | | $ | [removed: 25.13] [added: 23.24] | | | | | [removed: (8)] [added: (7)] | | % |

| Revenue growth | | | | | | [removed: 15] [added: (5)] | | % |

| Impact of acquisitions | | | | | | [removed: 18] [added: 1] | | % |

| Impact of currency translation | | | | | | [removed: (3)] [added: 0] | | % |

| Organic revenue growth* *(non-GAAP measure)* | | | | | | [removed: 0] [added: (5)] | | % |

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

Sales of products related to COVID-19 testing were [removed: $3.11] [added: $0.33] billion and [removed: $7.26] [added: $3.11] billion in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The industrial and applied market was strong, driven by [removed: robust demand for] [added: the relevance of] our analytical [removed: instruments] [added: instrument technologies] serving our [removed: semi-conductor] [added: semiconductor] and materials science customers.

Contributions to organic revenue during [removed: 2022 were driven by] [added: 2023 from] the [added: Analytical Instruments and] Laboratory Products and Biopharma Services [removed: and Analytical Instruments segments, as] [added: segments were more than] offset by [added: declines in] the Life Sciences Solutions and Specialty Diagnostics segments.

GAAP operating income margin and adjusted operating income margin decreased in [removed: 2022] [added: 2023] due primarily to lower COVID-19 [removed: testing volumes, continued strategic growth investments, and the expected impact of incorporating recent acquisitions.][added: related revenue.]

This was partially offset by strong [added: productivity improvements and strong] pricing realization [removed: across all segments] to address higher [removed: inflation while also driving strong productivity.][added: inflation.]

[added: 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 [removed: actions,] [added: actions] including headcount reductions and consolidation of facilities, and low cost region manufacturing.

| (Dollars in millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Life Sciences Solutions | | | | | | $ | [removed: 13,532] [added: 9,977] | | | | | $ | [removed: 15,631] [added: 13,532] | |

| Analytical Instruments | | | | | | [removed: 6,624] [added: 7,263] | | | | | | [removed: 6,069] [added: 6,624] | | |

| Specialty Diagnostics | | | | | | [removed: 4,763] [added: 4,405] | | | | | | [removed: 5,659] [added: 4,763] | | |

| Laboratory Products and Biopharma Services | | | | | | [removed: 22,511] [added: 23,041] | | | | | | [removed: 14,862] [added: 22,511] | | |

| Eliminations | | | | | | [removed: (2,515)] [added: (1,829)] | | | | | | [removed: (3,010)] [added: (2,515)] | | |

| Consolidated revenues | | | | | | $ | [removed: 44,915] [added: 42,857] | | | | | $ | [removed: 39,211] [added: 44,915] | |

| (Dollars in millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Total Change | | | | | | Currency Translation | | | | | | Acquisitions/ Divestitures | | | | | | | | |

| Revenues | | | | | | $ | [removed: 13,532] [added: 9,977] | | | | | $ | [removed: 15,631] [added: 13,532] | | | | | [removed: (13)] [added: (26)] | | % | | | | [removed: (3)] [added: 0] | | % | | | | [removed: 1] [added: 0] | | % | | | | [removed: (12)] [added: (26)] | | % |

| Segment income | | | | | | [removed: $] [added: 3,420] | [removed: 5,582] | | | | | [removed: $] [added: 5,582] | [removed: 7,817] | | | | | [removed: (29)] [added: (39)] | | % | | | | | | | | | | | | | | | | | | |

| Segment income margin | | | | | | [removed: 41.2] [added: 34.3] | | % | | | | [removed: 50.0] [added: 41.2] | | % | | | | [removed: (8.8)] [added: (6.9)] | | pt | | | | | | | | | | | | | | | | | | |

| Revenues | | | | | | $ | [removed: 6,624] [added: 7,263] | | | | | $ | [removed: 6,069] [added: 6,624] | | | | | [removed: 9] [added: 10] | | % | | | | [removed: (5)] [added: (1)] | | % | | | | 0 | | % | | | | [removed: 14] [added: 10] | | % |

| Segment income | | | | | | [removed: 1,507] [added: 1,908] | | | | | | [removed: 1,197] [added: 1,507] | | | | | | [removed: 26] [added: 27] | | % | | | | | | | | | | | | | | | | | | |

| Segment income margin | | | | | | [removed: 22.8] [added: 26.3] | | % | | | | [removed: 19.7] [added: 22.8] | | % | | | | [removed: 3.1 pt] [added: 3.5] | | [added: pt] | | | | | | | | | | | | | | | | | | |

The increase in organic revenues in [removed: 2022] [added: 2023] was due to increased demand across all the segment’s businesses, with particular strength in the electron microscopy and chromatography and mass spectrometry businesses.

The increase in segment income margin resulted primarily from [removed: profit on] [added: strong productivity, strong pricing realization to address] higher [removed: sales, productivity improvements] [added: inflation] and [removed: business mix,] [added: strong volume pull-through,] offset in part by [added: the effects of currency translation and] strategic growth investments.

| Revenues | | | | | | $ | [removed: 4,763] [added: 4,405] | | | | | $ | [removed: 5,659] [added: 4,763] | | | | | [removed: (16)] [added: (8)] | | % | | | | [removed: (3)] [added: 0] | | % | | | | [removed: 0] [added: 5] | | % | | | | (13) | | % |

Since the company’s acquisition of PPD in December 2021, the clinical research business has continued to play a leading role in supporting the clinical trials for COVID-19 vaccines and therapies.

These positive impacts continued at much lower levels in 2023 as customer testing as well as therapy and vaccine demand declined.

During 2023, growth from pharma and biotech customers slightly declined.

Over the past few years, the company has played a meaningful role in the production of COVID-19 vaccines and therapies.

In 2023, reduced demand for our products and services that support COVID-19 vaccines and therapies was partially offset through strong commercial execution as a result of our trusted partner status with customers in this market.

We saw broad based strength across the academic and government market as we saw the benefits of our accelerated investments into high impact innovation with great customer adoption and strong demand globally.

During 2023, sales growth in all major regions declined due to decreased demand for COVID-19 related products, as well as a challenging macroeconomic environment and low economic activity in China.

- High-impact innovation,

- Our trusted partner status with customers, and

- Our unparalleled commercial engine.

GAAP operating income margin in 2023 was also impacted by restructuring and other charges incurred for headcount reductions and facility consolidations in an effort to streamline operations and limit the impact of expected lower revenue (Note 16).

We estimate that restructuring actions resulting in charges of approximately $0.2 billion in 2023 will realize annual cost savings of approximately $0.5 billion, primarily due to reduced employee expenses.

On August 14, 2023, the company acquired, within the Laboratory Products and Biopharma Services segment, CorEvitas, LLC, a U.S.-based provider of regulatory-grade, real-world evidence for approved medical treatments and therapies.

The acquisition expands the segment’s portfolio with the addition of highly complementary real-world evidence solutions to enhance decision-making as well as the time and cost of drug development.

The decrease in organic revenues in 2023 was primarily due to moderation in COVID-19 related revenue.

The decrease in segment income margin resulted primarily from significantly lower COVID-19 related revenue and unfavorable volume pull-through, partially offset by exceptionally strong productivity improvements and favorable price realization.

| (Dollars in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | Total Change | | | | | | Currency Translation | | | | | | Acquisitions/ Divestitures | | | | | | | | |

| (Dollars in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | Total Change | | | | | | Currency Translation | | | | | | Acquisitions/ Divestitures | | | | | | | | |

| (Dollars in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | Total Change | | | | | | Currency Translation | | | | | | Acquisitions/ Divestitures | | | | | | | | |

| (Dollars in millions) | | | | | | 2023 | | | | | | 2022 | | |

| Weighted average diluted shares | | | | | | 388 | | | | | | 394 | | |

Net interest expense (interest expense less interest income) increased due primarily to the increase in debt for general corporate purposes and the company’s capital deployment initiatives, which included financing stock buybacks, paying dividends and acquiring The Binding Site Group and CorEvitas, LLC (Note 2).

These increases were partially offset by higher cash and cash equivalents balances as well as higher interest rates on these balances when compared to 2022.

In 2023 and 2022 the company’s net interest expense was reduced by approximately $116 million and $16 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements (Note 14).

The GAAP and adjusted tax rates in 2023 were impacted by changes in valuation allowances, including a $183 million release in a jurisdiction where the deferred tax assets are now expected to be realized, and, to a lesser extent, by a decrease in pre-tax earnings compared to 2022.

The company’s GAAP and adjusted tax rates in 2023 were also impacted by tax planning initiatives, including a tax benefit of $127 million for U.S. tax credits and the revaluation of net operating loss carryforwards due to higher tax rates as a result of its tax return resubmissions, a tax benefit of $91 million, net of related tax expenses, from a foreign exchange loss on an intercompany debt refinancing transaction, and $233 million of tax benefits resulting from intra-entity transactions.

See additional discussion under the caption “Liquidity and Capital Resources” below.

Based on the

Weighted average diluted shares decreased in 2023 compared to 2022 due to share repurchases, net of option dilution.

| (In millions) | | | | | | 2023 | | | | | | 2022 | | |

A decrease in inventories provided cash of $0.60 billion.

During 2023, acquisitions of The Binding Site Group and CorEvitas, LLC used cash of $2.70 billion and $0.91 billion, respectively.

Repayment of senior notes and net commercial paper activity used cash of $5.78 billion and $0.32 billion, respectively.

The company also has unconditional purchase obligations in the ordinary course of business that include agreements to purchase goods, services or fixed assets, pay royalties, and fund capital commitments pursuant to investments held by the company (Note 12).

investments, the sale of businesses, product lines, and real estate, significant litigation-related matters, curtailments/settlements of pension plans, and the early retirement of debt.

| Noncontrolling interests adjustments (f) | | | | | | (0.12) | | | | | | | | | | | | — | | | | | | | | |

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

| (Dollars in millions except per share amounts) | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

Adjusted results in 2023 also exclude $13 million of accelerated depreciation on manufacturing assets to be abandoned due to facility consolidations.

Adjusted results in 2023 also exclude $26 million of contract termination costs associated with facility closures, $19 million of net charges for pre-acquisition litigation and other matters, and $11 million of gains on the sale of real estate.

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

While these positive impacts are expected to continue through 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.

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.

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.

- Developing high-impact, innovative new products,

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

- Delivering a unique value proposition to our customers.

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 15, 2021, the company acquired, within the Laboratory Products and Biopharma Services segment, the Belgium-based European viral vector manufacturing business of Groupe Novasep SAS.

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

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

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

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

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

On September 30, 2021, the company assumed operating responsibility, within the Laboratory Products and Biopharma Services segment, of a new state-of-the-art biologics manufacturing facility in Lengnau, Switzerland from CSL Limited to perform pharma services for CSL with capacity to serve other customers as well.

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 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.

On December 30, 2021, the company acquired, within the Life Sciences Solutions segment, PeproTech, Inc., a U.S.-based developer and manufacturer of recombinant proteins.

PeproTech provides bioscience reagents known as recombinant proteins, including cytokines and growth factors.

The acquisition expands the segment’s bioscience offerings.

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.

The decrease in segment income margin resulted primarily from business mix and strategic growth investments, partially offset by productivity improvements.

Segment income margin in 2021 was also impacted by a $13 million credit to cost of product revenue as a result of changing the method of accounting for inventories.

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

Segment income margin in 2021 was also impacted by a $20 million credit to cost of product revenue as a result of changing the method of accounting for inventories.

Net interest expense (interest expense less interest income) decreased due primarily to lower average interest rates on debt and higher average interest rates on cash balances, partially offset by the increase in debt to finance the acquisition of PPD and for general corporate purposes.

GAAP other income/(expense) in 2021 also includes $767 million of losses on the early extinguishment of debt and $36 million of financing costs associated with obtaining bridge financing commitments in connection with the agreement to acquire PPD (Note 2), offset in part by $66 million of net gains on investments.

The company’s 2021 GAAP and adjusted tax rates were also impacted by income tax benefits on intra-entity transactions totaling $284 million.

Increases in accounts receivable and inventories used cash of $0.20 billion and $1.07 billion, respectively, primarily to support growth in sales.

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

During 2022, acquisitions used cash of $0.04 billion.

During 2021, acquisitions used cash of $19.40 billion.

On September 23, 2021, the Board of Directors authorized the repurchase of up to $3.00 billion of the company’s common stock.

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.

A net increase in commercial paper obligations provided cash of $2.51 billion.

Repayment of debt used cash of $11.74 billion, including $4.30 billion to repay the debt assumed in the acquisition of PPD.

revenues.

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

As of December 31, [removed: 2022,] [added: 2023,] the company’s debt portfolio was comprised primarily of fixed rate borrowings.

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

The total estimated fair value of the company’s debt at December 31, [removed: 2022] [added: 2023] was [removed: $30.29] [added: $32.27] 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: 2022] [added: 2023] would increase by approximately [removed: $2.00] [added: $2.33] billion.

If interest rates were to increase by 100 basis points, the fair value of the company’s debt at December 31, [removed: 2022] [added: 2023] would decrease by approximately [removed: $1.75] [added: $2.05] billion.

The company views its [removed: investment] [added: investments] in international subsidiaries with a functional currency other than the U.S. dollar as permanent.

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

A 10% depreciation in year-end [removed: 2022] [added: 2023] functional currencies, relative to the U.S. dollar, would result in a reduction of shareholders’ equity of approximately [removed: $1.45] [added: $1.26] billion.

A 10% depreciation in year-end [removed: 2022] [added: 2023] non-functional currency exchange rates related to the company’s contracts would result in an [removed: additional] unrealized loss on forward currency-exchange contracts of [removed: $9] [added: $43] million.

A 10% appreciation in year-end [removed: 2022] [added: 2023] non-functional currency exchange rates related to the company’s contracts would result in an [added: additional] unrealized gain on forward currency-exchange contracts of [removed: $9] [added: $49] million.

A 10% depreciation in the related year-end [removed: 2022] [added: 2023] non-functional currency exchange rates applied to such cash balances would result in a negative impact of [removed: $21] [added: $13] million on the company’s net income.

In addition, the fair value of the company’s cross-currency interest rate swap arrangements is subject to interest rate risk.

If interest rates were to decrease by 100 basis points, the fair value of the company’s cross-currency interest rate swaps at December 31, 2023 would decrease by approximately $0.39 billion.

If interest rates were to increase by 100 basis points, the fair value of the company’s cross-currency interest rate swaps at December 31, 2023 would increase by approximately $0.53 billion.

interest rates fall and decrease as interest rates rise.

In addition, interest rate changes would result in a change in the company’s interest expense due to variable-rate debt instruments including swap arrangements.

In 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 $35 million.

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

Our goal is to enable our customers to be more productive in an increasingly competitive business [removed: environment and enabling] [added: environment, enable] them to [added: accelerate innovation, solve their challenges and] advance their important work.

Life Sciences Solutions includes [removed: four] [added: three] primary businesses – Biosciences, Genetic Sciences, [removed: Clinical Next-Generation Sequencing,] and BioProduction.

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

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 [added: 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 [removed: science,] [added: sciences,] and semiconductor markets providing [added: leading research tools; and also, in the semiconductor market provides] integrated workflows that power research development and production solutions.

Our clinical diagnostics products include a broad offering of liquid, ready-to-use and lyophilized immunodiagnostic reagent kits, calibrators, [removed: controls] [added: controls, protein detection assays,] and [removed: calibration verification fluids.][added: instruments.]

Such products are used for, among other things, drugs-of-abuse testing, therapeutic drug monitoring, thyroid hormone testing, [added: sepsis screening,] serum toxicity, first trimester screening, [removed: and] tumor markers [removed: testing.][added: testing, and the diagnosis and monitoring of multiple myeloma.]

Our transplant diagnostics products include human leukocyte antigen [removed: (HLA)] typing and testing for the organ transplant market.

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

We serve the pharmaceutical, biotechnology, academic, [removed: medical device,] government and other research and industrial markets, as well as the clinical laboratory market through [removed: five] [added: four] key businesses: Laboratory Products, [removed: Laboratory Chemicals,] Research and Safety Market Channel, Pharma Services and Clinical Research.

Our laboratory products [added: include lab consumables, equipment and chemicals that] are used for life science research and drug discovery and development to advance the prevention and cure of diseases and enhance quality of life.

We have approximately [removed: 15,000] [added: 14,000] sales personnel including highly trained technical specialists who enable us to better meet the needs of our more technical end-users.

Sales of seasonal products, such as [removed: COVID-19,] allergy and flu tests and related diagnostic products, vary quarter to quarter and year to 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, which has been ongoing and is pending USEPA’s approval of the water treatment plant design.][added: oversight.]

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

Accrued liabilities for environmental matters totaled $75 million at December 31, [removed: 2022.][added: 2023.]

[added: 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 risks related to changes in governmental regulations, refer to “[Risk [removed: Factors](#i28df6615b87f4e15bc6ceed6a3f2a39f_16)”] [added: Factors](#i94fb844a166f41899b299e366e07e26e_16)”] in Part I, Item 1A.

As of December 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 130,000] [added: 122,000] colleagues globally, with an approximate regional distribution as follows: [removed: 67,000] [added: 61,000] based in the Americas, [removed: 21,000] [added: 20,000] in the Asia Pacific region, and nearly [removed: 42,000] [added: 41,000] in Europe, the Middle East and Africa (EMEA).

We recognize that the future aspirations outlined in our Vision for 2030, which serves as our long-term roadmap, will only be achievable if we have a culture that values diversity [added: of backgrounds, experiences] and [removed: inclusion.][added: viewpoints.]

When [removed: those] differences [added: among colleagues] are welcomed and supported, we create an inclusive workplace that unlocks the true benefits of [removed: diversity.][added: diversity and promotes conditions for sustained success.]

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

For example, [added: in 2023,] Thermo Fisher was [removed: named] [added: recognized] as a Top [removed: Female Friendly Company, Best Employer] [added: Company] for [removed: Women,] [added: Women] and Best Employer for [removed: Veterans] [added: Diversity] by [removed: Forbes in 2022,] [added: Forbes, a] Best Place to Work for Disability Inclusion, [removed: as well as] [added: and] a [removed: Best Place to Work for LGBTQ Equality for] [added: top scorer on] the [removed: seventh consecutive year.][added: Human Rights]

Establishing this kind of environment is critical [removed: in empowering] [added: for] our [removed: colleagues so] [added: colleagues, where] they can contribute their best ideas and bring their true selves to work each day.

[removed: Our D&I focus is] [added: It’s woven into the fabric of our culture, and our ways of working,] embedded in every stage of our colleague lifecycle [removed: –] [added: -] from recruiting to onboarding, training, development and longer-term career planning.

We understand the critical role diversity plays in sustained business success, [removed: and our teams are empowered] [added: so we strive] to [removed: ensure our] [added: have a] workforce [added: that] represents the customers we serve.

We are [added: also] committed to ensuring our colleagues have access to resources, awareness training and internal networks that offer support and guidance.

As of December 31, [removed: 2022,] [added: 2023,] we had 9 global BRGs, with more than 230 local BRG chapters.

We focus on the entire lifecycle of a colleague’s career, from their initial recruitment, to onboarding, through ongoing [removed: development and training to enhance their skills so they are in the best position to deliver on their goals and achieve their career aspirations.][added: development.]

In today’s environment, we know talent is a key [removed: competitive advantage,] [added: differentiator,] and that building the strongest team in the industry is critical to our future.

[added: 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: We also make available free of charge on or through our own website at www.thermofisher.com our Annual Report on] Form [removed: 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form] 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

As of February [removed: 23, 2023,] [added: 22, 2024,] our executive officers were:

| Marc N. Casper | | | | | | [removed: 54] [added: 55] | | | | | | 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: 49] [added: 50] | | | | | | 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) [removed: Managing Director, JLL Partners (2008-2016)] | | |

| Gianluca Pettiti | | | | | | [removed: 44] [added: 45] | | | | | | Executive Vice President (2021) | | | Senior Vice President and President, Specialty Diagnostics (2019-2021) President, Biosciences (2018-2019) President, China (2015-2017) | | |

| Michael A. Boxer | | | | | | [removed: 61] [added: 62] | | | | | | Senior Vice President and General Counsel (2018) | | | Senior Vice President, General Counsel and Secretary (2021-2022) [removed: Executive Vice President and Group General Counsel, Luxottica Group S.p.A. (2011-2017)] | | |

| Stephen Williamson | | | | | | [removed: 56] [added: 57] | | | | | | Senior Vice President and Chief Financial Officer (2015) | | | Vice President, Financial Operations (2008-2015) | | |

| Joseph R. Holmes | | | | | | [removed: 44] [added: 45] | | | | | | Vice President and Chief Accounting Officer (2021) | | | Senior Director, Technical Accounting (2017-2021) | | |

In 2023, the design of a groundwater treatment plant was fully approved by USEPA.

Construction is expected to commence in 2024, and the plant is expected to be fully operating by April 2025.

*Culture of Inclusion*

Progress is measured and reviewed on a range of D&I factors to help inform our efforts and initiatives, including those related to diversity within our workforce.

Our inclusive culture is a competitive advantage, and we prioritize colleague engagement and empowerment to contribute, collaborate and innovate.

Campaign’s Corporate Equality Index for LGBTQ inclusion.

We encourage and support colleagues to enhance their skills so they are in the best position to deliver on their goals and achieve their career objectives.

We also make available free of charge on or through our own website at www.thermofisher.com our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on

| Lisa P. Britt | | | | | | 55 | | | | | | Senior Vice President and Chief Human Resources Officer (2017) | | | | | |

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

THERMO FISHER SCIENTIFIC INC.

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

Our laboratory chemicals offering comprises a broad range of chemicals, solvents and reagents supporting virtually every laboratory application – from research and drug discovery to development and manufacturing.

During 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 biosciences, bioproduction and laboratory equipment and consumables businesses also leveraged their capacity to meet the needs of pharma and biotech customers as they

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

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

As a result we believe that our ultimate

*Diversity and Inclusion*

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

We work together to create an

inclusive culture where our colleagues feel they belong and are empowered to contribute, collaborate and innovate.

Embracing individual differences is critical to our success.

We track our progress on our D&I strategic objectives through a core set of metrics that are reviewed during routine business operating mechanisms, including Quarterly Business Reviews, Human Resource Reviews, Board Reviews and through team dashboards that are shared each month with leaders across the company.

This enables frequent, meaningful, data-driven discussions across our businesses and functions on a range of D&I factors, including gender and ethnic representation.

This approach also ensures we consistently prioritize our opportunities to improve.

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

Disclosure Pursuant to Section 13(r) of the Exchange Act

The Russian Federal Security Service (the FSB) is designated as a blocked party under Executive Order 13382.

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.

Our Russian affiliate may respond to similar regulatory inquiries 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.

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

See Note 12 to our Consolidated Financial Statements – [removed: [Commitments] [added: “[Commitments] and [removed: Contingencies](#i28df6615b87f4e15bc6ceed6a3f2a39f_199).][added: Contingencies](#i94fb844a166f41899b299e366e07e26e_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: 2022] [added: 2023] or

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [added: (§ 232.405 of this chapter)] during the preceding 12 months.

As of [removed: July 1, 2022,] [added: June 30, 2023,] the aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately [removed: $214,582,365,000] [added: $201,176,616,000] (based on the last reported sale of common stock on the New York Stock Exchange Composite Tape reporting system on [removed: July 1, 2022).][added: June 30, 2023).]

As of February [removed: 4, 2023,] [added: 3, 2024,] the Registrant had [removed: 385,430,077] [added: 381,312,268] shares of Common Stock outstanding.

Sections of Thermo Fisher’s definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders [added: (the “Proxy Statement”)] are incorporated by reference into [removed: Parts II and] [added: Part] III of this report.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

| [Item [removed: 1.](#i28df6615b87f4e15bc6ceed6a3f2a39f_13)] [added: 1.](#i94fb844a166f41899b299e366e07e26e_13)] | | | [removed: [Business](#i28df6615b87f4e15bc6ceed6a3f2a39f_13)] [added: [Business](#i94fb844a166f41899b299e366e07e26e_13)] | | | [removed: [3](#i28df6615b87f4e15bc6ceed6a3f2a39f_13)] [added: [3](#i94fb844a166f41899b299e366e07e26e_13)] | | |

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| [Item [removed: 4.](#i28df6615b87f4e15bc6ceed6a3f2a39f_28)] [added: 4.](#i94fb844a166f41899b299e366e07e26e_28)] | | | [Mine Safety [removed: Disclosures](#i28df6615b87f4e15bc6ceed6a3f2a39f_28)] [added: Disclosures](#i94fb844a166f41899b299e366e07e26e_28)] | | | [removed: [18](#i28df6615b87f4e15bc6ceed6a3f2a39f_28)] [added: [18](#i94fb844a166f41899b299e366e07e26e_28)] | | |

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| [Item [removed: 6.](#i28df6615b87f4e15bc6ceed6a3f2a39f_43)] [added: 6.](#i94fb844a166f41899b299e366e07e26e_43)] | | | [removed: [Reserved](#i28df6615b87f4e15bc6ceed6a3f2a39f_43)] [added: [Reserved](#i94fb844a166f41899b299e366e07e26e_43)] | | | [removed: [18](#i28df6615b87f4e15bc6ceed6a3f2a39f_43)] [added: [19](#i94fb844a166f41899b299e366e07e26e_43)] | | |

| [Item [removed: 7.](#i28df6615b87f4e15bc6ceed6a3f2a39f_46)] [added: 7.](#i94fb844a166f41899b299e366e07e26e_46)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i28df6615b87f4e15bc6ceed6a3f2a39f_46)] [added: Operations](#i94fb844a166f41899b299e366e07e26e_46)] | | | [removed: [18](#i28df6615b87f4e15bc6ceed6a3f2a39f_46)] [added: [19](#i94fb844a166f41899b299e366e07e26e_46)] | | |

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| [Item [removed: 16.](#i28df6615b87f4e15bc6ceed6a3f2a39f_124)] [added: 16.](#i94fb844a166f41899b299e366e07e26e_124)] | | | [Form 10-K [removed: Summary](#i28df6615b87f4e15bc6ceed6a3f2a39f_124)] [added: Summary](#i94fb844a166f41899b299e366e07e26e_124)] | | | [removed: [30](#i28df6615b87f4e15bc6ceed6a3f2a39f_124)] [added: [78](#i94fb844a166f41899b299e366e07e26e_124)] | | |

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 [removed: expected impact of the] COVID-19 [removed: pandemic on the company’s business;] [added: pandemic;] and any other statements that address events or developments that Thermo Fisher intends or believes will or may occur in the future.

A number of important factors could cause the results of the company to differ materially from those indicated by such forward-looking statements, including those detailed under the heading, “[Risk [removed: Factors](#i28df6615b87f4e15bc6ceed6a3f2a39f_16)”] [added: Factors](#i94fb844a166f41899b299e366e07e26e_16)”] in Part I, Item 1A.

| [Item 1C.](#i94fb844a166f41899b299e366e07e26e_1949) | | | [Cybersecurity](#i94fb844a166f41899b299e366e07e26e_1949) | | | [17](#i94fb844a166f41899b299e366e07e26e_19) | | |

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Cybersecurity Risk Management and Strategy

As is the case for most large global companies, we are regularly subject to cyberattacks and other cybersecurity incidents and, therefore, we incorporate cybersecurity into our overall risk management process.

Our commitment to cybersecurity emphasizes using a risk-based, “defense in depth” approach to assess, educate, block, identify, respond to and recover from cybersecurity threats.

Recognizing that no single technology, process or control can effectively prevent or mitigate all risks, we employ a strategy of technologies, processes and controls, all working independently but as part of a cohesive strategy to manage or reduce risk.

Our cybersecurity program assists in the management of risks associated with the confidentiality, integrity and availability of data and systems within the company environment to effectively support our business objectives and customer expectations.

The program provides guidance to business stakeholders on cybersecurity risks as input into their risk management processes that balance cybersecurity risk with other important risks that may include strategic, regulatory, economic and financial considerations.

THERMO FISHER SCIENTIFIC INC.

We seek to routinely refine our cybersecurity approach to adapt to changes in the threat landscape and manage emerging security risks.

In order to evaluate risks from cybersecurity threats associated with the company’s use of certain third-party technology providers, we have incorporated a risk-based assessment into the corporate information technology (IT) procurement process designed to assess the security risk of certain third parties providing new technology solutions to our environment.

We believe cybersecurity is the responsibility of every employee, and regularly educate and share best practices with our employees to raise awareness of cybersecurity threats through a security awareness training program, including regular exercises, periodic cyber-event simulations and annual attestation to our Technology Acceptable Use Policy.

We do not reasonably believe there are currently any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the company or its business strategy, results of operations or financial condition.

For more information on the risks related to our IT systems, see “A significant disruption in, or breach in security of, our IT systems or violation of data privacy laws could adversely affect our business or customers that use our products” under the heading “Risk Factors” in Part I, Item 1A.

Cybersecurity Governance and Oversight

The Board of Directors has delegated the oversight of cybersecurity risks to the Audit Committee.

Our cybersecurity program is led by the company’s senior vice president, chief information officer, along with our vice president, chief information security officer.

Management provides an operational update to the Audit Committee each quarter.

In addition, the Audit Committee and our full Board of Directors receive an annual overview of the cybersecurity program, cybersecurity threat landscape, investments, and opportunities to enhance the company’s systems and security of products and operations.

The company’s corporate IT security team leads the company-wide cybersecurity strategy and advocates to protect the company systems, its employees and customers against cybersecurity risks.

Through annual internal and external audits, we maintain an ISO/IEC 27001:2013 certification for the management of our cybersecurity program consisting of the following areas:

- cybersecurity program management and governance including risk management;

- cybersecurity operations including security operation centers;

- product security;

- security investigations;

- cybersecurity architecture and engineering; and

- security awareness and training.

Our senior vice president, chief information officer, vice president, chief information security officer (CISO), and vice president, chief product security officer have each served in various roles in IT and information security for over 20 years.

These individuals’ knowledge and experience along with the culture and talent of the corporate IT security team organization are instrumental in developing and executing our cybersecurity strategies.

The CISO meets with senior leadership to review and discuss the cybersecurity program, including emerging cybersecurity risks, threats and industry trends.

Cybersecurity is integrated into the risk management process for the company through various corporate mechanisms, including quarterly business reviews, annual budget planning, and targeted risk-based engagements.

THERMO FISHER SCIENTIFIC INC.

THERMO FISHER SCIENTIFIC INC.

As of February [removed: 4, 2023,] [added: 3, 2024,] the company had [removed: 2,460] [added: 2,337] holders of record of its common stock.

[removed: A summary of the] [added: There was no] share repurchase activity for the [removed: company's] [added: company’s] fourth quarter of [removed: 2022 follows:][added: 2023.]

On November [removed: 10, 2022,] [added: 14, 2023,] the Board of Directors [removed: authorized] [added: announced that it replaced] the [added: existing authorization to] repurchase [added: the company’s common stock,] of [added: which $1.00 billion was remaining, with a new authorization to repurchase] up to $4.00 billion of the company’s common stock.

Early in the first quarter of [removed: 2023,] [added: 2024,] the company repurchased $3.00 billion [added: (5.5 million shares)] of the [removed: company’s] [added: company's] common [removed: stock (5.2 million shares).][added: stock.]

At February [removed: 23, 2023,] [added: 22, 2024,] $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 | |

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

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

INDEX OF CONSOLIDATED FINANCIAL STATEMENTS

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| [Report of Independent Registered Public Accounting Firm](#i94fb844a166f41899b299e366e07e26e_136) (PCAOB ID 238) | | | [30](#i94fb844a166f41899b299e366e07e26e_136) | | |

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| [Consolidated Balance Sheets as of December 31,](#i94fb844a166f41899b299e366e07e26e_139) 2023 and 2022 | | | [33](#i94fb844a166f41899b299e366e07e26e_139) | | |

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| [Consolidated Statements of Income for the years ended December 31,](#i94fb844a166f41899b299e366e07e26e_142) 2023, 2022 and 2021 | | | [34](#i94fb844a166f41899b299e366e07e26e_142) | | |

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| [Consolidated Statements of Comprehensive Income for the years ended December 31,](#i94fb844a166f41899b299e366e07e26e_145) 2023, 2022 and 2021 | | | [35](#i94fb844a166f41899b299e366e07e26e_145) | | |

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| [Consolidated Statements of Cash Flows for the years ended December 31,](#i94fb844a166f41899b299e366e07e26e_151) 2023, 2022 and 2021 | | | [36](#i94fb844a166f41899b299e366e07e26e_151) | | |

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| [Consolidated Statement](#i94fb844a166f41899b299e366e07e26e_154)[s](#i94fb844a166f41899b299e366e07e26e_154) [of Redeemable Noncontrolling Interest and Equity for the years ended December 31](#i94fb844a166f41899b299e366e07e26e_154), 2023, 2022 and 2021 | | | [37](#i94fb844a166f41899b299e366e07e26e_154) | | |

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| [Notes to Consolidated Financial Statements](#i94fb844a166f41899b299e366e07e26e_157) | | | | | |

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| [Note 1. Nature of Operations and Summary of Significant Accounting Policies](#i94fb844a166f41899b299e366e07e26e_160) | | | [38](#i94fb844a166f41899b299e366e07e26e_160) | | |

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| [Note 2. Acquisitions](#i94fb844a166f41899b299e366e07e26e_163) | | | [44](#i94fb844a166f41899b299e366e07e26e_163) | | |

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| [Note 3. Revenues and Contract-related Balances](#i94fb844a166f41899b299e366e07e26e_166) | | | [48](#i94fb844a166f41899b299e366e07e26e_166) | | |

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| [Note 4. Business Segment and Geographical Information](#i94fb844a166f41899b299e366e07e26e_169) | | | [49](#i94fb844a166f41899b299e366e07e26e_169) | | |

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| [Note 5. Other Income/(Expense)](#i94fb844a166f41899b299e366e07e26e_172) | | | [51](#i94fb844a166f41899b299e366e07e26e_172) | | |

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| [Note 6. Stock-based Compensation Expense](#i94fb844a166f41899b299e366e07e26e_175) | | | [51](#i94fb844a166f41899b299e366e07e26e_175) | | |

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| [Note 7. Pension and Other Postretirement Benefit Plans](#i94fb844a166f41899b299e366e07e26e_178) | | | [53](#i94fb844a166f41899b299e366e07e26e_178) | | |

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| [Note 8. Income Taxes](#i94fb844a166f41899b299e366e07e26e_184) | | | [58](#i94fb844a166f41899b299e366e07e26e_184) | | |

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| [Note 9. Earnings per Share](#i94fb844a166f41899b299e366e07e26e_187) | | | [61](#i94fb844a166f41899b299e366e07e26e_187) | | |

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This data is submitted as a separate section to this report.

See [Item 15 “Exhibits and Financial Statement 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, the company’s management concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] as stated in their report that appears on page [removed: F-2] [added: [30](#i94fb844a166f41899b299e366e07e26e_136)] of this Annual Report on Form 10-K.

THERMO FISHER SCIENTIFIC INC.

*Amendment and Restatement of By-Laws*

On February 21, 2024, the Board of Directors of the company amended and restated the company’s By-Laws, effective immediately, to remove the supermajority voting requirement for amending Article II or Article VI of the By-laws.

Specifically, the amendments to the By-laws eliminate Article VI, Section 3 to remove the supermajority voting requirement, and update Article VI, Section 2 to remove the reference to Article VI, Section 3.

*Director and Officer Trading Arrangements*

On December 13, 2023, Michael A.

Boxer, our senior vice president, general counsel, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

Mr. Boxer’s plan is for the exercise of vested stock options and the associated sale of up to 20,566 shares of company common stock through December 13, 2024.

The foregoing exercises or sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 13, 2024.

On December 12, 2023, Lisa P.

Britt, our senior vice president, chief human resources officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

Ms. Britt’s plan is for the exercise of vested stock options and the associated sale of up to 14,345 shares of company common stock through November 11, 2024.

The foregoing exercises or sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and November 12, 2024.

On November 10, 2023, Marc N.

Casper, our chairman, president and chief executive officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

Mr. Casper’s plan is for the exercise of vested stock options

THERMO FISHER SCIENTIFIC INC.

and the associated sale of up to 202,150 shares of company common stock through November 1, 2024.

The foregoing exercises or sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and November 4, 2024.

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.

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.

Under the consulting agreement, which has a term ending March 1, 2024, Mr. Stevenson will serve on the company’s Scientific Advisory Board and will also provide ongoing advice and services as requested by the company.

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

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

The information with respect to directors required by this Item will be contained in our [removed: definitive proxy statement] [added: Proxy Statement] to be filed with the SEC not later than 120 days after the close of business of the fiscal year [removed: (2023 Definitive Proxy Statement)] including under “Corporate 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](#i28df6615b87f4e15bc6ceed6a3f2a39f_13)] [added: I](#i94fb844a166f41899b299e366e07e26e_13)] of this report.

The other information required by this Item will be contained in our [removed: 2023 Definitive] Proxy Statement including under “Corporate governance,” and is incorporated in this report by reference.

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

The information required by this Item will be contained in our [removed: 2023 Definitive] Proxy Statement including under “Information about stock 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: 2023 Definitive] Proxy Statement including under “Corporate governance,” and is incorporated in this report by reference.

The information required by this Item will be contained in our [removed: 2023 Definitive] Proxy Statement including under “Audit matters,” and is incorporated in this report by reference.

(1) Consolidated Financial Statements (see Index on page [removed: F-1] [added: [29](#i94fb844a166f41899b299e366e07e26e_133)] of this report)

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

| Exhibit Number | | | | | | Description of Exhibit | | |

| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of April 15, 2021, by and among Thermo Fisher Scientific Inc., Powder Acquisition Corp. and PPD, Inc.](http://www.sec.gov/Archives/edgar/data/97745/000095015721000428/ex2-1.htm) (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed April 16, 2021 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 3.1 | | | | | | [Amended and Restated Certificate of Incorporation of the Registrant](http://www.sec.gov/Archives/edgar/data/97745/000009774506000048/tmok2005ex3_1.txt) (filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 3.2 | | | | | | [Amendment to Thermo Fisher Scientific Inc.’s Third Amended and Restated Certificate of Incorporation](http://www.sec.gov/Archives/edgar/data/97745/000095012306014144/y27121exv3w1.htm) (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed November 14, 2006 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 3.3 | | | | | | [Certificate of Elimination of the Series B Junior Participating Preferred Stock of the Company, dated November 13, 2015](http://www.sec.gov/Archives/edgar/data/97745/000119312515377819/d88759dex31.htm) (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed November 16, 2015 \[File No. 1-8002\] and incorporated in this document by reference). | | |

THERMO FISHER SCIENTIFIC INC.

| | | | | | | | | |

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

| Exhibit Number | | | | | | Description of Exhibit | | |

| 3.4 | | | | | | [Amended and Restated By-Laws of the Registrant, as amended and effective as of February 21, 2024](https://www.sec.gov/Archives/edgar/data/97745/000009774524000007/q4202310-kex34.htm) | | |

| | | | | | | *The Registrant agrees, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, to furnish to the Commission, upon request, a copy of each instrument with respect to long-term debt of the Registrant or its consolidated subsidiaries.* | | |

| 4.1 | | | | | | [Indenture dated as of November 20, 2009 between the Company and The Bank of New York Mellon Trust Company, N.A.](http://www.sec.gov/Archives/edgar/data/97745/000095012309064776/b78149exv99w1.htm) (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed November 20, 2009 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.2 | | | | | | [Sixth Supplemental Indenture, dated as of December 11, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A.](http://www.sec.gov/Archives/edgar/data/97745/000119312513469423/d640436dex992.htm) (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed December 11, 2013 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.3 | | | | | | [Eighth Supplemental Indenture, dated as of November 24, 2014, among the Company, The Bank of New York Mellon Trust Company, N.A., as trustee, and The Bank of New York Mellon, London Branch, as paying agent](http://www.sec.gov/Archives/edgar/data/97745/000119312514423309/d826571dex42.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 24, 2014 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.4 | | | | | | [Thirteenth Supplemental Indenture, dated as of September 12, 2016, between the Company and The Bank of New York Mellon Trust Company, 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 September 12, 2016 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.5 | | | | | | [Fifteenth Supplemental Indenture, dated as of March 16, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517084391/d360173dex42.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed March 16, 2017 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.6 | | | | | | [Sixteenth Supplemental Indenture, dated as of July 24, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517233225/d419492dex42.htm) (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed July 24, 2017 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.7 | | | | | | [Seventeenth Supplemental Indenture, dated as of August 14, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517257276/d442851dex42.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed August 14, 2017 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.8 | | | | | | [Eighteenth Supplemental Indenture, dated as of September 30, 2019, between the Company, and The Bank of New York Mellon Trust Company, N.A., as 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 September 30, 2019 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.9 | | | | | | [Nineteenth Supplemental Indenture, dated as of October 8, 2019, between the Company, and the Bank of New York Mellon Trust Company, N.A., as 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 October 8, 2019 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.10 | | | | | | [Twenty-First Supplemental Indenture, dated as of April 2, 2020, between the Company, and The Bank of New York Mellon Trust Company, N.A., as 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 April 2, 2020 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.11 | | | | | | [Twenty-Second Supplemental Indenture, dated as of August 23, 2021, between the Company, and The Bank of New York Mellon Trust Company, N.A., as 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 August 23, 2021 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.12 | | | | | | [Twenty-Third Supplemental Indenture, dated as of October 22, 2021, between the Company, and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/0000097745/000119312521305403/d245003dex42.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 22, 2021 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 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). | | |

| 4.14 | | | | | | [Twenty-Fifth 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_ex4-2.htm) (filed as Exhibit 4.2 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). | | |

| 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). | | |

| 4.16 | | | | | | [Twenty-Seventh Supplemental Indenture, dated as of August 10, 2023, 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/97745/000114036123039086/brhc20057279_ex4-2.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed August 10, 2023 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.17 | | | | | | [Twenty-Eighth Supplemental Indenture, dated as of December 5, 2023, 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/97745/000114036123056365/ny20015413x4_ex4-2.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K December 5, 2023 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.18 | | | | | | [Indenture, dated as of August 9, 2016, among Thermo Fisher Scientific (Finance I) B.V. (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). | | |

THERMO FISHER SCIENTIFIC INC.

| | | | | | | | | |

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

| Exhibit Number | | | | | | Description of Exhibit | | |

| 4.19 | | | | | | [Third Supplemental Indenture, dated as of October 18, 2021, among](https://www.sec.gov/Archives/edgar/data/0000097745/000119312521301063/d282638dex42.htm) [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). | | |

| 4.20 | | | | | | [Fourth Supplemental Indenture, dated as of November 18, 2021, among](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm) [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/97745/000119312521333790/d201403dex42.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 18, 2021 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.21 | | | | | | [Description of the Registrant’s Securities](http://www.sec.gov/Archives/edgar/data/97745/000009774523000008/q4202210-kex419.htm) (filed as Exhibit 4.19 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 10.1 | | | | | | [Thermo Fisher Scientific Inc. Deferred Compensation Plan for Directors of the Registrant, as amended and restated effective February 21, 2024](https://www.sec.gov/Archives/edgar/data/97745/000009774524000007/q4202310-kex101.htm).* | | |

| 10.2 | | | | | | [Thermo Electron Corporation Deferred Compensation Plan, effective November 1, 2001](http://www.sec.gov/Archives/edgar/data/97745/000009774502000016/tmok01ex10-13.txt) (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2001 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

[Report of Independent Registered Public Accounting Firm](#i28df6615b87f4e15bc6ceed6a3f2a39f_136)

[Consolidated Balance Sheet](#i28df6615b87f4e15bc6ceed6a3f2a39f_139)

[Consolidated Statement of Income](#i28df6615b87f4e15bc6ceed6a3f2a39f_142)

[Consolidated Statement of Comprehensive Income](#i28df6615b87f4e15bc6ceed6a3f2a39f_145)

[Consolidated Statement of Cash Flows](#i28df6615b87f4e15bc6ceed6a3f2a39f_151)

[Consolidated Statement of Redeemable Noncontrolling Interest and Equity](#i28df6615b87f4e15bc6ceed6a3f2a39f_154)

[Notes to Consolidated Financial Statements](#i28df6615b87f4e15bc6ceed6a3f2a39f_157)

| | | |

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

| See the Exhibit Index on page [31](#i28df6615b87f4e15bc6ceed6a3f2a39f_130). | | |

[removed: THERMO] [added: | Date: | | | February 22, 2024 | | | THERMO] FISHER SCIENTIFIC [removed: INC.][added: 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: 23, 2023.][added: 22, 2024.]

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

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

| By: | | | /s/ Marc N. Casper | | | | | | By: | | | /s/ Jennifer M. Johnson | | |

| | | | Marc N. Casper | | | | | | | | | Jennifer M. Johnson | | |

| By: | | | /s/ Stephen Williamson | | | | | | By: | | | /s/ R. Alexandra Keith | | |

| | | | Stephen Williamson | | | | | | | | | R. Alexandra Keith | | |

EXHIBIT INDEX

| | | | | | | | | |

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

| Exhibit Number | | | | | | Description of Exhibit | | |

| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of April 15, 2021, by and among Thermo Fisher Scientific Inc., Powder Acquisition Corp. and PPD, Inc.](http://www.sec.gov/Archives/edgar/data/97745/000095015721000428/ex2-1.htm) (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed April 16, 2021 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 3.1 | | | | | | [Amended and Restated Certificate of Incorporation of the Registrant](http://www.sec.gov/Archives/edgar/data/97745/000009774506000048/tmok2005ex3_1.txt) (filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 3.2 | | | | | | [Amendment to Thermo Fisher Scientific Inc.’s Third Amended and Restated Certificate of Incorporation](http://www.sec.gov/Archives/edgar/data/97745/000095012306014144/y27121exv3w1.htm) (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed November 14, 2006 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 3.3 | | | | | | [Certificate of Elimination of the Series B Junior Participating Preferred Stock of the Company, dated November 13, 2015](http://www.sec.gov/Archives/edgar/data/97745/000119312515377819/d88759dex31.htm) (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed November 16, 2015 \[File No. 1-8002\] 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) | | |

| | | | | | | *The Registrant agrees, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, to furnish to the Commission, upon request, a copy of each instrument with respect to long-term debt of the Registrant or its consolidated subsidiaries.* | | |

| 4.1 | | | | | | [Indenture dated as of November 20, 2009 between the Company and The Bank of New York Mellon Trust Company, N.A.](http://www.sec.gov/Archives/edgar/data/97745/000095012309064776/b78149exv99w1.htm) (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed November 20, 2009 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.2 | | | | | | [Sixth Supplemental Indenture, dated as of December 11, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A.](http://www.sec.gov/Archives/edgar/data/97745/000119312513469423/d640436dex992.htm) (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed December 11, 2013 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.3 | | | | | | [Eighth Supplemental Indenture, dated as of November 24, 2014, among the Company, The Bank of New York Mellon Trust Company, N.A., as trustee, and The Bank of New York Mellon, London Branch, as paying agent](http://www.sec.gov/Archives/edgar/data/97745/000119312514423309/d826571dex42.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 24, 2014 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.4 | | | | | | [Thirteenth Supplemental Indenture, dated as of September 12, 2016, between the Company and The Bank of New York Mellon Trust Company, 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 September 12, 2016 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.5 | | | | | | [Fifteenth Supplemental Indenture, dated as of March 16, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517084391/d360173dex42.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed March 16, 2017 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.6 | | | | | | [Sixteenth Supplemental Indenture, dated as of July 24, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517233225/d419492dex42.htm) (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed July 24, 2017 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.7 | | | | | | [Seventeenth Supplemental Indenture, dated as of August 14, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517257276/d442851dex42.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed August 14, 2017 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.8 | | | | | | [Eighteenth Supplemental Indenture, dated as of September 30, 2019, between the Company, and The Bank of New York Mellon Trust Company, N.A., as 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 September 30, 2019 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.9 | | | | | | [Nineteenth Supplemental Indenture, dated as of October 8, 2019, between the Company, and the Bank of New York Mellon Trust Company, N.A., as 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 October 8, 2019 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.10 | | | | | | [Twenty-First Supplemental Indenture, dated as of April 2, 2020, between the Company, and The Bank of New York Mellon Trust Company, N.A., as 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 April 2, 2020 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.11 | | | | | | [Twenty-Second Supplemental Indenture, dated as of August 23, 2021, between the Company, and The Bank of New York Mellon Trust Company, N.A., as 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 August 23, 2021 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.12 | | | | | | [Twenty-Third Supplemental Indenture, dated as of October 22, 2021, between the Company, and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/0000097745/000119312521305403/d245003dex42.htm) (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 22, 2021 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 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). | | |

| 4.14 | | | | | | [Twenty-Fifth 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_ex4-2.htm) (filed as Exhibit 4.2 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). | | |

| 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). | | |

| 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). | | |

| 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 (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). | | |

| 4.18 | | | | | | [Fourth Supplemental Indenture, dated as of November 18, 2021, among Thermo Fisher Scientific (Finance I) B.V. (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/97745/000119312521333790/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). | | |

| 4.19 | | | | | | [Description of the Registrant’s 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 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).* | | |

| 10.2 | | | | | | [Thermo Electron Corporation Deferred Compensation Plan, effective November 1, 2001](http://www.sec.gov/Archives/edgar/data/97745/000009774502000016/tmok01ex10-13.txt) (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2001 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.3 | | | | | | Form of Amended and Restated Indemnification Agreement between the Registrant and its directors and officers (filed as Exhibit 10.2 to the [Registrant’s Registration Statement on Form S-4](http://www.sec.gov/Archives/edgar/data/97745/000091205799004242/0000912057-99-004242.txt) \[Reg. No. 333-90661\] and incorporated in this document by reference).* | | |

| 10.4 | | | | | | [Summary of Thermo Fisher Scientific Inc. 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).* | | |

| 10.5 | | | | | | [Form of Noncompetition Agreement between the Registrant and certain key employees and executive officers, effective as of January 1, 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).* | | |

| 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).* | | |

| 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).* | | |

| 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).* | | |

| 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).* | | |

| 10.10 | | | | | | [2009 Restatement of Executive Severance Agreement, between 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).* | | |

| 10.11 | | | | | | [Executive Change In Control Retention Agreement, between 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).* | | |