Thermo Fisher Scientific (TMO) 10-K risk factor changes: FY2024 vs FY2023

[removed: Business](#i94fb844a166f41899b299e366e07e26e_13)] [added: Business](#ia9fb6c1c25bf4312b74f71597a835b90_13)] under the caption “Forward-looking Statements”.

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

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: 2023] [added: 2024] and inflation rates in the U.S., as well as in other countries in which we operate, continue at elevated levels.

If the global economy and financial markets, or economic conditions in Europe, the U.S. or other key markets, [removed: continue to be] [added: are] unstable, [removed: they] [added: that] could adversely affect the business, results of operations and financial condition of the company and its customers, distributors, and suppliers, having the effect of:

In [removed: 2023,] [added: 2024,] currency translation had an unfavorable effect of [removed: $0.02] [added: $0.08] billion on revenues due to the strengthening of the U.S. dollar relative to other currencies in which the company sells products and services.

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

[removed: COVID-19] [added: These events have] had an adverse impact on certain of our operations, supply chains and distribution [removed: systems,] [added: systems in the past,] and [added: may again in the future, and] we may experience unpredictable reductions in supply and demand for certain of our products and services.

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

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

Because we compete directly with certain of our larger customers and product suppliers, our results of operations could be adversely affected in the short term if these customers or suppliers abruptly discontinue or significantly modify their relationship with us. Our [removed: largest customer] [added: business may be harmed] in the [removed: laboratory products business is also] [added: short term if our competitive relationship in the marketplace with certain of our large customers results in] a [removed: significant competitor.][added: discontinuation of their purchases from us.]

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: $44.02] [added: $45.85] billion and $1.24 billion, respectively, as of December 31, [removed: 2023.][added: 2024.]

In addition, we have definite-lived intangible assets totaling [removed: $15.44] [added: $14.30] billion as of December 31, [removed: 2023.][added: 2024.]

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, [added: sanctions and trade restrictions,] natural disasters, pandemic health [removed: issues such as COVID-19,] [added: issues, geopolitical developments,] war, terrorist actions, governmental actions and legislative or regulatory changes.

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

[added: A violation of data privacy or data protection laws could adversely harm our operating results and financial condition, damage our reputation or otherwise materially harm our business.] As a global organization, we are subject to data privacy and [removed: security] [added: data protection] laws, [removed: regulations,] [added: rules,] and customer-imposed controls [removed: in numerous jurisdictions] as a result of producing, collecting, processing, storing and transmitting confidential, personal and/or sensitive data in the course of our business.

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

In addition, if any of our facilities, including our manufacturing or warehouse facilities, or the facilities of our suppliers, third-party service providers, or customers, is affected by natural disasters, such as earthquakes, tsunamis, power shortages or outages, 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 [added: outside of our control, such as trade protectionism, strikes or other labor unrest, our results of operations could be adversely affected.]

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

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

In addition, government organizations are enhancing or advancing legal and regulatory requirements specific to [removed: ESG] [added: these] matters.

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

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 products, and increased FDA regulation of [removed: laboratory-developed tests could delay and add to the cost of commercialization of these products, as well as subject us to additional regulatory controls.]

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

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

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 [added: 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: 2023,] [added: 2024,] we had approximately [removed: $34.92] [added: $31.27] billion in outstanding indebtedness.

laboratory-developed tests could delay and add to the cost of commercialization of these products, as well as subject us to additional regulatory controls.

A significant number of countries where we operate have enacted privacy or data protection laws, rules and regulations, the majority of which have extraterritorial scope, creating significant compliance challenges as we seek to maintain our global reach, with significant penalties for non-compliance, based on total worldwide annual revenue from the preceding financial year.

In some cases, there are restrictions on the transfer of personal data outside the home country.

More recently, privacy and data protection regulators are paying special attention to emerging issues linked to new digital technologies, such as the use of artificial intelligence, biometrics, and surveillance technologies, which pose unique challenges to existing privacy and data protection paradigms.

Any actual or perceived noncompliance with these laws, rules and regulations, our internal policies and procedures or our contracts governing the processing of personal data could result in significant consequences, including, among other things, business interruption, sanctions and significant pecuniary fines, regulatory inquiries and investigations, adverse publicity, loss of competitive advantage and customer trust, as well as privacy litigation and civil lawsuits with damages, any of which may adversely affect our business, reputation and financial statements.

The importance of privacy and data protection laws, rules and regulations for our industry specifically is constantly growing, as personal data is an integral part of doing business in our sectors, and the legal standards are evolving and becoming more complex worldwide.

officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree.

While it is uncertain whether the United States will enact legislation to adopt the Pillar Two rule, numerous countries have enacted legislation, or have indicated their intent to adopt legislation, to implement certain aspects of the Pillar Two rules effective January 1, 2024, with general implementation of the remaining global minimum tax rules by January 1, 2025.

The OECD and implementing countries are expected to continue

to make further revisions to their legislation and release additional guidance.

In addition, the duration and extent of future revenues from sales of products related to the COVID-19 response are uncertain and dependent primarily on customer testing demand as well as therapy and vaccine demand.

Our business may be harmed in the short term if our competitive relationship in the marketplace with certain of our large customers results in a discontinuation of their purchases from us.

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 requirements, we may suffer regulatory consequences in addition to business consequences.

Government enforcement actions can be costly and interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial statements.

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

significant because the cost of raw materials for such manufacturing is often high.

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

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.

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](#i94fb844a166f41899b299e366e07e26e_133),] [added: Statements](#ia9fb6c1c25bf4312b74f71597a835b90_91),] which begin on page [removed: [29](#i94fb844a166f41899b299e366e07e26e_133)] [added: [29](#ia9fb6c1c25bf4312b74f71597a835b90_91)] of this report.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for [removed: 2021] [added: 2022] is included in Item 7 of the company’s [removed: 2022] [added: 2023] [Annual Report on Form [removed: 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/97745/000009774523000008/tmo-20221231.htm)] [added: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/97745/000009774524000007/tmo-20231231.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](#i94fb844a166f41899b299e366e07e26e_73)”] [added: Measures](#ia9fb6c1c25bf4312b74f71597a835b90_76)”] later in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The company’s operations fall into four segments (Note [removed: 4):] [added: 11):] Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics and Laboratory Products and Biopharma Services.

| (Dollars in millions except per share amounts) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | |

| Revenues | | | | | | $ | [removed: 42,857] [added: 42,879] | | | | | $ | [removed: 44,915] [added: 42,857] | | | | | [removed: (5)] [added: 0] | | % |

| GAAP operating income | | | | | | $ | [removed: 6,859] [added: 7,337] | | | | | $ | [removed: 8,393] [added: 6,859] | | | | | [removed: (18)] [added: 7] | | % |

| GAAP operating income margin | | | | | | [removed: 16.0] [added: 17.1] | | % | | | | [removed: 18.7] [added: 16.0] | | % | | | | [removed: (2.7)] [added: 1.1] | | pt |

| Adjusted operating income *(non-GAAP measure)* | | | | | | $ | [removed: 9,810] [added: 9,707] | | | | | $ | [removed: 10,985] [added: 9,810] | | | | | [removed: (11)] [added: (1)] | | % |

| Adjusted operating income margin *(non-GAAP measure)* | | | | | | [removed: 22.9] [added: 22.6] | | % | | | | [removed: 24.5] [added: 22.9] | | % | | | | [removed: (1.6)] [added: (0.3)] | | pt |

| GAAP diluted earnings per share attributable to Thermo Fisher Scientific Inc. | | | | | | $ | [removed: 15.45] [added: 16.53] | | | | | $ | [removed: 17.63] [added: 15.45] | | | | | [removed: (12)] [added: 7] | | % |

| Adjusted earnings per share *(non-GAAP measure)* | | | | | | $ | [removed: 21.55] [added: 21.86] | | | | | $ | [removed: 23.24] [added: 21.55] | | | | | [removed: (7)] [added: 1] | | % |

| Revenue growth | | | | | | [removed: (5)] [added: 0] | | % |

| Impact of acquisitions | | | | | | [removed: 1] [added: 0] | | % |

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

[removed: * Results] [added: As a result, the sum of components] may not [removed: sum] [added: equal corresponding totals] due to rounding.

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

These positive impacts continued at much lower levels in [removed: 2023] [added: 2024] as customer testing as well as therapy and vaccine demand declined.

Sales of products related to COVID-19 testing were [removed: $0.33] [added: $0.10] billion and [removed: $3.11] [added: $0.33] billion in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Contributions to organic revenue during [removed: 2023] [added: 2024] from the Analytical [removed: Instruments] [added: Instruments, Specialty Diagnostics,] and Laboratory Products and Biopharma Services segments were [removed: more than] offset by declines in the Life Sciences Solutions [removed: and Specialty Diagnostics segments.][added: segment.]

We estimate that [added: charges for] restructuring [added: and related] actions [removed: resulting] [added: incurred for headcount reductions and facility consolidations, which resulted] in charges of approximately [removed: $0.2] [added: $0.3] billion in [removed: 2023] [added: 2024 and $0.3 billion in 2023,] will realize annual cost savings of approximately [removed: $0.5] [added: $0.2 billion and $0.6] billion, [added: respectively,] primarily due to reduced employee [added: and facility] expenses.

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

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

The company’s management evaluates segment operating performance using operating income before certain charges/credits as defined in Note [removed: 4.][added: 11.]

| (Dollars in millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

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

| Analytical Instruments | | | | | | [removed: 7,263] [added: 7,463] | | | | | | [removed: 6,624] [added: 7,263] | | |

| Specialty Diagnostics | | | | | | [removed: 4,405] [added: 4,512] | | | | | | [removed: 4,763] [added: 4,405] | | |

| Laboratory Products and Biopharma Services | | | | | | [removed: 23,041] [added: 23,157] | | | | | | [removed: 22,511] [added: 23,041] | | |

| Eliminations | | | | | | [removed: (1,829)] [added: (1,885)] | | | | | | [removed: (2,515)] [added: (1,829)] | | |

| Consolidated revenues | | | | | | $ | [removed: 42,857] [added: 42,879] | | | | | $ | [removed: 44,915] [added: 42,857] | |

| *Life Sciences Solutions* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: Organic*] [added: Organic] *(non-GAAP measure)* | | |

| (Dollars in millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Total Change | | | | | | [removed: Currency Translation] [added: Acquisitions/ Divestitures] | | | | | | [removed: Acquisitions/ Divestitures] [added: Currency Translation] | | | | | | | | |

| Revenues | | | | | | $ | [removed: 9,977] [added: 9,631] | | | | | $ | [removed: 13,532] [added: 9,977] | | | | | [removed: (26)] [added: (3)] | | % | | | | [removed: 0] [added: 1] | | % | | | | 0 | | % | | | | [removed: (26)] [added: (4)] | | % |

| Segment income | | | | | | [removed: 3,420] [added: 3,503] | | | | | | [removed: 5,582] [added: 3,420] | | | | | | [removed: (39)] [added: 2] | | % | | | | | | | | | | | | | | | | | | |

| Segment income margin | | | | | | [removed: 34.3] [added: 36.4] | | % | | | | [removed: 41.2] [added: 34.3] | | % | | | | [removed: (6.9)] [added: 2.1] | | pt | | | | | | | | | | | | | | | | | | |

The decrease in organic revenues in [removed: 2023] [added: 2024] was primarily due to moderation in COVID-19 related revenue.

The [removed: decrease] [added: increase] in segment income margin resulted primarily from [removed: significantly lower COVID-19 related revenue and unfavorable volume pull-through, partially offset by] exceptionally strong productivity [removed: improvements] [added: improvements, partially offset by unfavorable volume mix] and [removed: favorable price realization.][added: strategic investments.]

| *Analytical Instruments* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: Organic*] [added: Organic] *(non-GAAP measure)* | | |

| Revenues | | | | | | $ | [removed: 7,263] [added: 7,463] | | | | | $ | [removed: 6,624] [added: 7,263] | | | | | [removed: 10] [added: 3] | | % | | | | [removed: (1)] [added: 0] | | % | | | | [removed: 0] [added: (1)] | | % | | | | [removed: 10] [added: 3] | | % |

Amounts and percentages reported within this Annual Report on Form 10-K are presented and calculated based on underlying unrounded amounts.

During 2024, all of our end markets were negatively impacted by a more muted macroeconomic environment and low economic activity in China.

Revenues from pharma and biotech and diagnostics and healthcare customers were also negatively impacted by reduced demand for COVID-19 related products and services.

As a result, revenues in these end markets declined slightly in the year.

Revenues in the academic and government and industrial and applied markets increased slightly as we saw the benefits of our investments into high-impact innovation.

During 2024, all geographies were negatively impacted by the more muted macroeconomic environment.

Sales grew slightly in Asia-Pacific, including China.

Sales growth in Europe was flat and sales in North America declined slightly due to decreased demand for COVID-19 related products.

GAAP operating income margin and adjusted operating income margin decreased in 2024 due primarily to unfavorable business mix and strategic investments, partially offset by productivity improvements.

The decreases in GAAP operating income margin during 2024 were more than offset by lower levels of amortization expense.

On July 10, 2024, the company acquired, within the Life Sciences Solutions segment, Olink Holding AB (publ), a Swedish-based provider of next-generation proteomics solutions.

The acquisition enhances the segment’s capabilities in the high-growth proteomics market with the addition of highly differentiated solutions.

It also complements the existing life sciences and mass

spectrometry offerings, accelerating protein biomarker discovery and providing strong synergy opportunities.

| (Dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | Total Change | | | | | | Acquisitions/ Divestitures | | | | | | Currency Translation | | | | | | | | |

The increase in organic revenues in 2024 was due to very strong growth in the electron microscopy business, partially offset by declines in the other instrumentation businesses.

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

| (Dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | Total Change | | | | | | Acquisitions/ Divestitures | | | | | | Currency Translation | | | | | | | | |

| (Dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | Total Change | | | | | | Acquisitions/ Divestitures | | | | | | Currency Translation | | | | | | | | |

Organic revenues were flat in 2024 due to growth in the research and safety channel and clinical research business, offset by decreased demand in COVID-19 vaccines and therapies-related activity.

The decrease in segment income margin was primarily due to unfavorable business mix and strategic investments, partially offset by productivity improvements.

| (Dollars in millions) | | | | | | 2024 | | | | | | 2023 | | |

The GAAP tax rate in 2024 was impacted by $176 million of expense, net, for a provision associated with a tax audit.

Equity in earnings/losses of unconsolidated entities was impacted by an $88 million impairment of an equity method investment in 2024.

| Short-term investments | | | | | | 1,561 | | | | | | 3 | | |

| (In millions) | | | | | | 2024 | | | | | | 2023 | | |

During 2024, net income provided substantially all cash from operating activities.

Changes in working capital were not significant.

During 2024, the acquisition of Olink Holding AB (publ) used cash of $3.13 billion.

The company’s investing activities also included net purchases of investments of $1.63 billion, primarily to provide additional interest income, as well as $1.40 billion of property, plant and equipment for capacity and capability investments.

Repayment of debt used cash of $3.61 billion.

In the first quarter of 2025, the company issued Fr.1.15 billion of Swiss franc-denominated debt (Note 3).

generally increased from the prior year, were sufficient to conclude that no impairments of goodwill or indefinite-lived intangible assets existed at the end of the tenth fiscal month of 2024, the date of the company’s annual impairment testing.

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

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.

The industrial and applied market was strong, driven by the relevance of our analytical instrument technologies serving our semiconductor and materials science customers.

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

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.

GAAP operating income margin and adjusted operating income margin decreased in 2023 due primarily to lower COVID-19 related revenue.

This was partially offset by strong productivity improvements and strong pricing realization to address higher inflation.

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).

The increase in organic revenues in 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 strong productivity, strong pricing realization to address higher inflation and strong volume pull-through, offset in part by the effects of currency translation and strategic growth investments.

The increase in segment income margin was due to favorable business mix, strong pricing realization to address higher inflation, and strong productivity improvements, partially offset by the impact of lower COVID-19 testing volume.

The increase in organic revenues in 2023 was primarily due to higher sales in the clinical research and pharma services businesses.

* Results may not sum due to rounding

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).

GAAP other income/(expense) in 2022 also includes $160 million of net losses on investments and $26 million of losses on the early extinguishment of debt (Note 10), partially offset by $67 million of net gains on derivative instruments to address certain foreign currency risks.

The company’s 2022 GAAP tax rate was also impacted by a net benefit of $208 million resulting from tax audit settlements (Note 8).

Based on the

During 2022, cash provided by income was offset in part by investments in working capital.

Increases in accounts receivable and inventories used cash of $0.43 billion and $0.83 billion, respectively, primarily to support growth in sales.

An increase in accounts payable provided cash of $0.65 billion.

During 2022 the company’s investing activities were principally for the purchase of property, plant and equipment for capacity and capability investments.

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

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

Adjusted results in 2022 also exclude $14 million of gain on the sale of intellectual property.

Adjusted results in 2022 also exclude $67 million of net gains on derivative instruments to address certain foreign currency risks and $26 million of losses on the early extinguishment of debt.

Adjusted results in 2022 also exclude a $423 million charge for the impact of deferred tax realizability assessments as a result of audit settlements.

During its annual 2023 goodwill impairment assessments, the company determined that the excess of fair value over carrying value for one of the clinical research business’s reporting units had increased to 4%.

Despite this favorable increase, given that the fair value of the reporting unit was not substantially in excess of its carrying value as of the annual 2023 assessment date, relatively small decreases in future cash flows versus anticipated results, decreases in peer trading multiples and/or increases in weighted average costs of capital could result in impairment of goodwill.

The reporting unit had $3.95 billion of goodwill, and an overall carrying value of $5.54 billion as of December 31, 2023.

revenue recognition methods under the tax law and the sources and character of income and tax credits.

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

As of December 31, [removed: 2023,] [added: 2024,] the company’s debt portfolio was comprised primarily of fixed rate borrowings.

The total estimated fair value of the company’s debt at December 31, [removed: 2023] [added: 2024] was [removed: $32.27] [added: $28.53] billion (Note [removed: 14).][added: 4).]

If interest rates were to decrease by 100 basis points, the fair value of the company’s debt at December 31, [removed: 2023] [added: 2024] would increase by approximately [removed: $2.33] [added: $1.98] billion.

If interest rates were to increase by 100 basis points, the fair value of the company’s debt at December 31, [removed: 2023] [added: 2024] would decrease by approximately [removed: $2.05] [added: $1.76] billion.

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, [removed: 2023] [added: 2024] would decrease by approximately [removed: $0.39] [added: $0.27] 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, [removed: 2023] [added: 2024] would increase by approximately [removed: $0.53] [added: $0.40] billion.

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

A 10% depreciation in year-end [removed: 2023] [added: 2024] functional currencies, relative to the U.S. dollar, would result in a reduction of shareholders’ equity of approximately [removed: $1.26] [added: $2.05] billion.

A 10% depreciation in year-end [removed: 2023] [added: 2024] non-functional currency exchange rates related to the company’s contracts would result in an unrealized loss on forward currency-exchange contracts of [removed: $43] [added: $32] million.

A 10% appreciation in year-end [removed: 2023] [added: 2024] non-functional currency exchange rates related to the company’s contracts would result in an additional unrealized gain on forward currency-exchange contracts of [removed: $49] [added: $37] million.

A 10% depreciation in the related year-end [removed: 2023] [added: 2024] non-functional currency exchange rates applied to such cash balances would result in a negative impact of [removed: $13] [added: $16] million on the company’s net income.

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

Our electron microscopy business serves customers in the life sciences, materials sciences, and semiconductor markets providing leading research tools; and also, in the semiconductor market provides integrated workflows that power research [added: and] development and production solutions.

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

Construction [removed: is expected to commence] [added: commenced] in 2024, and the plant is expected to be fully operating by April 2025.

Accrued liabilities for environmental matters totaled [removed: $75] [added: $81] million at December 31, [removed: 2023.][added: 2024.]

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

For a discussion of the environmental laws and regulations that the Company’s operations, products and services are subject to and other environmental contingencies, refer to Note [removed: 12] [added: 5] to our Consolidated Financial Statements.

For a discussion of risks related to changes in governmental regulations, refer to “[Risk [removed: Factors](#i94fb844a166f41899b299e366e07e26e_16)”] [added: Factors](#ia9fb6c1c25bf4312b74f71597a835b90_16)”] in Part I, Item 1A.

Everything we do starts with our Mission [removed: –] [added: -] to enable our customers to make the world healthier, cleaner and safer.

Our culture is [added: a competitive advantage and is] rooted in our 4i Values of Integrity, Intensity, Innovation and Involvement.

[removed: Every year,] [added: To advance this goal,] we conduct an [added: annual] Employee Involvement Survey to solicit direct feedback from our colleagues on what we’re doing well and where we need to improve.

We are committed to maintaining the strongest team in our industry, focusing on developing and retaining our colleagues, while leveraging our [added: Mission and] leadership [added: brand] to attract new colleagues to our company.

As of December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 122,000] [added: 125,000] colleagues globally, with an approximate regional distribution as follows: [removed: 61,000] [added: 60,000] based in the Americas, [removed: 20,000] [added: 22,000] in the [removed: Asia Pacific] [added: Asia-Pacific] region, and nearly [removed: 41,000] [added: 43,000] in Europe, the Middle East and Africa (EMEA).

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

We encourage and support colleagues to enhance their [removed: skills] [added: skills,] so they are in the best position to deliver on their goals and achieve their career objectives.

From our colleague referral program, summer internships, university relations, to our Graduate Leadership Development Program, we continue to build strong internal and external [removed: sourcing] [added: talent] channels.

We continue to make significant investments to support our colleagues along every step of their career [removed: journey to help support their success.][added: journey.]

[removed: We offer a comprehensive] [added: Further, our] total rewards package [removed: that we] [added: is] regularly [removed: evaluate] [added: evaluated] and [removed: measure] [added: measured] against established benchmarks to ensure its effectiveness in recruiting and retention, and to [added: continue to] position Thermo Fisher as an employer of choice.

Our health and wellness programs provide competitive, flexible [removed: programs] [added: benefits] that our global colleagues and their families can count on.

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 [removed: benefits,] [added: support,] employee assistance programs, optional group legal coverage, and company-paid disability, accident and life insurance.

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 [added: 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: 22, 2024,] [added: 20, 2025,] our executive officers were:

| Marc N. Casper | | | | | | [removed: 55] [added: 56] | | | | | | Chairman, President and Chief Executive Officer (2001) | | | President and Chief Executive Officer (2009-2020) Chief Operating Officer (2008-2009) Executive Vice President (2006-2009) | | |

| Stephen Williamson | | | | | | [removed: 57] [added: 58] | | | | | | Senior Vice President and Chief Financial Officer (2015) | | | Vice President, Financial Operations (2008-2015) | | |

| Michel Lagarde | | | | | | [removed: 50] [added: 51] | | | | | | 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) | | |

| Gianluca Pettiti | | | | | | [removed: 45] [added: 46] | | | | | | 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: 62] [added: 63] | | | | | | Senior Vice President and General Counsel (2018) | | | Senior Vice President, General Counsel and Secretary (2021-2022) | | |

| Lisa P. Britt | | | | | | [removed: 55] [added: 56] | | | | | | Senior Vice President and Chief Human Resources Officer (2017) | | | | | |

| Joseph R. Holmes | | | | | | [removed: 45] [added: 46] | | | | | | Vice President and Chief Accounting Officer (2021) | | | Senior Director, Technical Accounting (2017-2021) | | |

We also prioritize engagement, empowerment and continuous improvement to enable colleagues to contribute, collaborate and innovate.

| Frederick M. Lowery | | | | | | 54 | | | | | | Executive Vice President (2024) | | | Senior Vice President and President, Customer Channels (2021-2024) Senior Vice President and President, Life Sciences Solutions and Laboratory Products (2017-2021) | | |

| Michael D. Shafer | | | | | | 56 | | | | | | Executive Vice President (2024) | | | Senior Vice President and President, Pharma Services (2019-2024) President, Materials and Structural Analysis (2016-2019) | | |

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

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

| Name | | | | | | Age | | | | | | Present Title (Fiscal Year First Became Executive Officer) | | | Other Positions Held | | |

*Culture of Inclusion*

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

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

Diversity and Inclusion (D&I) is not an initiative at Thermo Fisher.

Our colleagues are encouraged to openly share the wide range of perspectives they represent.

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.

We understand the critical role diversity plays in sustained business success, so we strive to have a workforce that represents the customers we serve.

Further, to provide additional transparency to our U.S. workforce demographics, following our report submission to the U.S. Equal Employment Opportunity Commission, we disclose our EEO-1 report on our website each year.

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

For example, in 2023, Thermo Fisher was recognized as a Top Company for Women and Best Employer for Diversity by Forbes, a Best Place to Work for Disability Inclusion, and a top scorer on the Human Rights

Campaign’s Corporate Equality Index for LGBTQ inclusion.

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

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

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

Our BRGs reinforce that all colleagues can make a difference for our customers, for each other and for our company.

As of December 31, 2023, we had 9 global BRGs, with more than 230 local BRG chapters.

*Talent Development*

We focus on the entire lifecycle of a colleague’s career, from their initial recruitment, to onboarding, through ongoing development.

Our colleagues are passionate about our company, and their role in our success, and it’s our responsibility to help them reach their full potential.

*Total Rewards*

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.

See Note [removed: 12] [added: 5] to our Consolidated Financial Statements – “[Commitments and [removed: Contingencies](#i94fb844a166f41899b299e366e07e26e_199)”.][added: Contingencies](#ia9fb6c1c25bf4312b74f71597a835b90_157)”.]

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, [removed: 2023] [added: 2024] or

As of June [removed: 30, 2023,] [added: 28, 2024,] the aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately [removed: $201,176,616,000] [added: $211,032,682,000] (based on the last reported sale of common stock on the New York Stock Exchange Composite Tape reporting system on June [removed: 30, 2023).][added: 28, 2024).]

As of February [removed: 3, 2024,] [added: 1, 2025,] the Registrant had [removed: 381,312,268] [added: 377,261,182] shares of Common Stock outstanding.

Sections of Thermo Fisher’s definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders (the “Proxy Statement”) are incorporated by reference into Part III of this report.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

| [Item [removed: 1.](#i94fb844a166f41899b299e366e07e26e_13)] [added: 1.](#ia9fb6c1c25bf4312b74f71597a835b90_13)] | | | [removed: [Business](#i94fb844a166f41899b299e366e07e26e_13)] [added: [Business](#ia9fb6c1c25bf4312b74f71597a835b90_13)] | | | [removed: [3](#i94fb844a166f41899b299e366e07e26e_13)] [added: [3](#ia9fb6c1c25bf4312b74f71597a835b90_13)] | | |

| [Item [removed: 1A.](#i94fb844a166f41899b299e366e07e26e_16)] [added: 1A.](#ia9fb6c1c25bf4312b74f71597a835b90_16)] | | | [Risk [removed: Factors](#i94fb844a166f41899b299e366e07e26e_16)] [added: Factors](#ia9fb6c1c25bf4312b74f71597a835b90_16)] | | | [removed: [9](#i94fb844a166f41899b299e366e07e26e_16)] [added: [9](#ia9fb6c1c25bf4312b74f71597a835b90_16)] | | |

| [Item [removed: 1B.](#i94fb844a166f41899b299e366e07e26e_19)] [added: 1B.](#ia9fb6c1c25bf4312b74f71597a835b90_19)] | | | [Unresolved Staff [removed: Comments](#i94fb844a166f41899b299e366e07e26e_19)] [added: Comments](#ia9fb6c1c25bf4312b74f71597a835b90_19)] | | | [removed: [17](#i94fb844a166f41899b299e366e07e26e_19)] [added: [17](#ia9fb6c1c25bf4312b74f71597a835b90_19)] | | |

| [Item [removed: 1C.](#i94fb844a166f41899b299e366e07e26e_1949)] [added: 1C.](#ia9fb6c1c25bf4312b74f71597a835b90_22)] | | | [removed: [Cybersecurity](#i94fb844a166f41899b299e366e07e26e_1949)] [added: [Cybersecurity](#ia9fb6c1c25bf4312b74f71597a835b90_22)] | | | [removed: [17](#i94fb844a166f41899b299e366e07e26e_19)] [added: [17](#ia9fb6c1c25bf4312b74f71597a835b90_19)] | | |

| [Item [removed: 2.](#i94fb844a166f41899b299e366e07e26e_22)] [added: 2.](#ia9fb6c1c25bf4312b74f71597a835b90_25)] | | | [removed: [Properties](#i94fb844a166f41899b299e366e07e26e_22)] [added: [Properties](#ia9fb6c1c25bf4312b74f71597a835b90_25)] | | | [removed: [18](#i94fb844a166f41899b299e366e07e26e_22)] [added: [18](#ia9fb6c1c25bf4312b74f71597a835b90_25)] | | |

| [Item [removed: 3.](#i94fb844a166f41899b299e366e07e26e_25)] [added: 3.](#ia9fb6c1c25bf4312b74f71597a835b90_28)] | | | [Legal [removed: Proceedings](#i94fb844a166f41899b299e366e07e26e_25)] [added: Proceedings](#ia9fb6c1c25bf4312b74f71597a835b90_28)] | | | [removed: [18](#i94fb844a166f41899b299e366e07e26e_25)] [added: [18](#ia9fb6c1c25bf4312b74f71597a835b90_28)] | | |

| [Item [removed: 4.](#i94fb844a166f41899b299e366e07e26e_28)] [added: 4.](#ia9fb6c1c25bf4312b74f71597a835b90_31)] | | | [Mine Safety [removed: Disclosures](#i94fb844a166f41899b299e366e07e26e_28)] [added: Disclosures](#ia9fb6c1c25bf4312b74f71597a835b90_31)] | | | [removed: [18](#i94fb844a166f41899b299e366e07e26e_28)] [added: [18](#ia9fb6c1c25bf4312b74f71597a835b90_31)] | | |

| [Item [removed: 5.](#i94fb844a166f41899b299e366e07e26e_34)] [added: 5.](#ia9fb6c1c25bf4312b74f71597a835b90_37)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i94fb844a166f41899b299e366e07e26e_34)] [added: Securities](#ia9fb6c1c25bf4312b74f71597a835b90_37)] | | | [removed: [19](#i94fb844a166f41899b299e366e07e26e_34)] [added: [18](#ia9fb6c1c25bf4312b74f71597a835b90_37)] | | |

| [Item [removed: 6.](#i94fb844a166f41899b299e366e07e26e_43)] [added: 6.](#ia9fb6c1c25bf4312b74f71597a835b90_46)] | | | [removed: [Reserved](#i94fb844a166f41899b299e366e07e26e_43)] [added: [Reserved](#ia9fb6c1c25bf4312b74f71597a835b90_46)] | | | [removed: [19](#i94fb844a166f41899b299e366e07e26e_43)] [added: [19](#ia9fb6c1c25bf4312b74f71597a835b90_46)] | | |

| [Item [removed: 7.](#i94fb844a166f41899b299e366e07e26e_46)] [added: 7.](#ia9fb6c1c25bf4312b74f71597a835b90_49)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i94fb844a166f41899b299e366e07e26e_46)] [added: Operations](#ia9fb6c1c25bf4312b74f71597a835b90_49)] | | | [removed: [19](#i94fb844a166f41899b299e366e07e26e_46)] [added: [19](#ia9fb6c1c25bf4312b74f71597a835b90_49)] | | |

| [Item [removed: 7A.](#i94fb844a166f41899b299e366e07e26e_82)] [added: 7A.](#ia9fb6c1c25bf4312b74f71597a835b90_85)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i94fb844a166f41899b299e366e07e26e_82)] [added: Risk](#ia9fb6c1c25bf4312b74f71597a835b90_85)] | | | [removed: [28](#i94fb844a166f41899b299e366e07e26e_82)] [added: [28](#ia9fb6c1c25bf4312b74f71597a835b90_85)] | | |

| [Item [removed: 8.](#i94fb844a166f41899b299e366e07e26e_85)] [added: 8.](#ia9fb6c1c25bf4312b74f71597a835b90_88)] | | | [Financial Statements and Supplementary [removed: Data](#i94fb844a166f41899b299e366e07e26e_85)] [added: Data](#ia9fb6c1c25bf4312b74f71597a835b90_88)] | | | [removed: [29](#i94fb844a166f41899b299e366e07e26e_85)] [added: [29](#ia9fb6c1c25bf4312b74f71597a835b90_88)] | | |

| [Item [removed: 9.](#i94fb844a166f41899b299e366e07e26e_88)] [added: 9.](#ia9fb6c1c25bf4312b74f71597a835b90_178)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i94fb844a166f41899b299e366e07e26e_88)] [added: Disclosure](#ia9fb6c1c25bf4312b74f71597a835b90_178)] | | | [removed: [73](#i94fb844a166f41899b299e366e07e26e_88)] [added: [74](#ia9fb6c1c25bf4312b74f71597a835b90_178)] | | |

| [Item [removed: 9A.](#i94fb844a166f41899b299e366e07e26e_91)] [added: 9A.](#ia9fb6c1c25bf4312b74f71597a835b90_181)] | | | [Controls and [removed: Procedures](#i94fb844a166f41899b299e366e07e26e_91)] [added: Procedures](#ia9fb6c1c25bf4312b74f71597a835b90_181)] | | | [removed: [73](#i94fb844a166f41899b299e366e07e26e_91)] [added: [74](#ia9fb6c1c25bf4312b74f71597a835b90_181)] | | |

| [Item [removed: 9B.](#i94fb844a166f41899b299e366e07e26e_94)] [added: 9B.](#ia9fb6c1c25bf4312b74f71597a835b90_184)] | | | [Other [removed: Information](#i94fb844a166f41899b299e366e07e26e_94)] [added: Information](#ia9fb6c1c25bf4312b74f71597a835b90_184)] | | | [removed: [73](#i94fb844a166f41899b299e366e07e26e_94)] [added: [74](#ia9fb6c1c25bf4312b74f71597a835b90_184)] | | |

| [Item [removed: 9C.](#i94fb844a166f41899b299e366e07e26e_97)] [added: 9C.](#ia9fb6c1c25bf4312b74f71597a835b90_190)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i94fb844a166f41899b299e366e07e26e_97)] [added: Inspections](#ia9fb6c1c25bf4312b74f71597a835b90_190)] | | | [removed: [74](#i94fb844a166f41899b299e366e07e26e_97)] [added: [74](#ia9fb6c1c25bf4312b74f71597a835b90_190)] | | |

| [Item [removed: 10.](#i94fb844a166f41899b299e366e07e26e_103)] [added: 10.](#ia9fb6c1c25bf4312b74f71597a835b90_196)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i94fb844a166f41899b299e366e07e26e_103)] [added: Governance](#ia9fb6c1c25bf4312b74f71597a835b90_196)] | | | [removed: [74](#i94fb844a166f41899b299e366e07e26e_103)] [added: [75](#ia9fb6c1c25bf4312b74f71597a835b90_196)] | | |

| [Item [removed: 11.](#i94fb844a166f41899b299e366e07e26e_106)] [added: 11.](#ia9fb6c1c25bf4312b74f71597a835b90_199)] | | | [Executive [removed: Compensation](#i94fb844a166f41899b299e366e07e26e_106)] [added: Compensation](#ia9fb6c1c25bf4312b74f71597a835b90_199)] | | | [removed: [74](#i94fb844a166f41899b299e366e07e26e_106)] [added: [75](#ia9fb6c1c25bf4312b74f71597a835b90_199)] | | |

| [Item [removed: 12.](#i94fb844a166f41899b299e366e07e26e_109)] [added: 12.](#ia9fb6c1c25bf4312b74f71597a835b90_202)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i94fb844a166f41899b299e366e07e26e_109)] [added: Matters](#ia9fb6c1c25bf4312b74f71597a835b90_202)] | | | [removed: [74](#i94fb844a166f41899b299e366e07e26e_109)] [added: [75](#ia9fb6c1c25bf4312b74f71597a835b90_202)] | | |

| [Item [removed: 13.](#i94fb844a166f41899b299e366e07e26e_112)] [added: 13.](#ia9fb6c1c25bf4312b74f71597a835b90_205)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i94fb844a166f41899b299e366e07e26e_112)] [added: Independence](#ia9fb6c1c25bf4312b74f71597a835b90_205)] | | | [removed: [74](#i94fb844a166f41899b299e366e07e26e_112)] [added: [75](#ia9fb6c1c25bf4312b74f71597a835b90_205)] | | |

| [Item [removed: 14.](#i94fb844a166f41899b299e366e07e26e_115)] [added: 14.](#ia9fb6c1c25bf4312b74f71597a835b90_208)] | | | [Principal Accountant Fees and [removed: Services](#i94fb844a166f41899b299e366e07e26e_115)] [added: Services](#ia9fb6c1c25bf4312b74f71597a835b90_208)] | | | [removed: [74](#i94fb844a166f41899b299e366e07e26e_115)] [added: [75](#ia9fb6c1c25bf4312b74f71597a835b90_208)] | | |

| [Item [removed: 15.](#i94fb844a166f41899b299e366e07e26e_121)] [added: 15.](#ia9fb6c1c25bf4312b74f71597a835b90_214)] | | | [Exhibits and Financial Statement [removed: Schedules](#i94fb844a166f41899b299e366e07e26e_121)] [added: Schedules](#ia9fb6c1c25bf4312b74f71597a835b90_214)] | | | [removed: [74](#i94fb844a166f41899b299e366e07e26e_121)] [added: [75](#ia9fb6c1c25bf4312b74f71597a835b90_214)] | | |

| [Item [removed: 16.](#i94fb844a166f41899b299e366e07e26e_124)] [added: 16.](#ia9fb6c1c25bf4312b74f71597a835b90_220)] | | | [Form 10-K [removed: Summary](#i94fb844a166f41899b299e366e07e26e_124)] [added: Summary](#ia9fb6c1c25bf4312b74f71597a835b90_220)] | | | [removed: [78](#i94fb844a166f41899b299e366e07e26e_124)] [added: [80](#ia9fb6c1c25bf4312b74f71597a835b90_220)] | | |

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; [removed: the COVID-19 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](#i94fb844a166f41899b299e366e07e26e_16)”] [added: Factors](#ia9fb6c1c25bf4312b74f71597a835b90_16)”] in Part I, Item 1A.

| 0.750% Notes due 2024 | | | | | | TMO 24A | | | | | | New York Stock Exchange | | |

Our cybersecurity program is led by the company’s senior vice president, chief information officer, along with our vice president, chief information security [removed: officer.][added: officer (CISO).]

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

THERMO FISHER SCIENTIFIC INC.

As of February [removed: 3, 2024,] [added: 1, 2025,] the company had [removed: 2,337] [added: 2,173] holders of record of its common stock.

[removed: There was no] [added: A summary of the] share repurchase activity for the [removed: company’s] [added: company's] fourth quarter of [removed: 2023.][added: 2024 follows:]

[added: (2)] On November [removed: 14, 2023,] [added: 15, 2024,] the Board of Directors announced that it replaced the existing authorization to repurchase the company’s common stock, of which $1.00 billion was remaining, with a new authorization to repurchase up to $4.00 billion of the company’s common stock.

Early in the first quarter of [removed: 2024,] [added: 2025,] the company repurchased [removed: $3.00] [added: $2.00] billion [removed: (5.5 million shares)] of the [removed: company's] [added: company’s] common [removed: stock.][added: stock (3.6 million shares).]

At February [removed: 22, 2024,] [added: 20, 2025,] $1.00 billion was available for future repurchases of the company’s common stock under this authorization.

THERMO FISHER SCIENTIFIC INC.

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

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

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

| Period | | | | | | Total number of shares purchased | | | | | | Average price paid per share (1) | | | | | | Total number of shares purchased as part of publicly announced plans or programs (2) | | | | | | Maximum dollar amount of shares that may yet be purchased under the plans or programs (1)(2) (in millions) | | |

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

| Fiscal October (Sep. 29 - Nov. 2) | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,000 | |

| Fiscal November (Nov. 3 - Nov. 30) | | | | | | 891,720 | | | | | | 527.64 | | | | | | 891,720 | | | | | | 3,529 | | |

| Fiscal December (Dec. 1 - Dec. 31) | | | | | | 996,892 | | | | | | 531.14 | | | | | | 996,892 | | | | | | 3,000 | | |

| Total fourth quarter | | | | | | 1,888,612 | | | | | | $ | 529.49 | | | | | 1,888,612 | | | | | | $ | 3,000 | |

(1) Amounts exclude excise taxes and other transaction costs.

| [Report of Independent Registered Public Accounting [removed: Firm](#i94fb844a166f41899b299e366e07e26e_136)] [added: Firm](#ia9fb6c1c25bf4312b74f71597a835b90_94)] (PCAOB ID 238) | | | [removed: [30](#i94fb844a166f41899b299e366e07e26e_136)] [added: [30](#ia9fb6c1c25bf4312b74f71597a835b90_94)] | | |

| [Consolidated Balance Sheets as of December [removed: 31,](#i94fb844a166f41899b299e366e07e26e_139) 2023] [added: 31,](#ia9fb6c1c25bf4312b74f71597a835b90_97) 2024] and [removed: 2022] [added: 2023] | | | [removed: [33](#i94fb844a166f41899b299e366e07e26e_139)] [added: [33](#ia9fb6c1c25bf4312b74f71597a835b90_97)] | | |

| [Consolidated Statements of Income for the years ended December [removed: 31,](#i94fb844a166f41899b299e366e07e26e_142) 2023, 2022] [added: 31,](#ia9fb6c1c25bf4312b74f71597a835b90_100) 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [34](#i94fb844a166f41899b299e366e07e26e_142)] [added: [34](#ia9fb6c1c25bf4312b74f71597a835b90_100)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December [removed: 31,](#i94fb844a166f41899b299e366e07e26e_145) 2023, 2022] [added: 31,](#ia9fb6c1c25bf4312b74f71597a835b90_103) 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [35](#i94fb844a166f41899b299e366e07e26e_145)] [added: [35](#ia9fb6c1c25bf4312b74f71597a835b90_103)] | | |

| [Consolidated Statements of Cash Flows for the years ended December [removed: 31,](#i94fb844a166f41899b299e366e07e26e_151) 2023, 2022] [added: 31,](#ia9fb6c1c25bf4312b74f71597a835b90_109) 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [36](#i94fb844a166f41899b299e366e07e26e_151)] [added: [36](#ia9fb6c1c25bf4312b74f71597a835b90_109)] | | |

| [Consolidated [removed: Statement](#i94fb844a166f41899b299e366e07e26e_154)[s](#i94fb844a166f41899b299e366e07e26e_154) [of] [added: Statements of] Redeemable Noncontrolling Interest and Equity for the years ended December [removed: 31](#i94fb844a166f41899b299e366e07e26e_154), 2023, 2022] [added: 31](#ia9fb6c1c25bf4312b74f71597a835b90_112), 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [37](#i94fb844a166f41899b299e366e07e26e_154)] [added: [37](#ia9fb6c1c25bf4312b74f71597a835b90_112)] | | |

[removed: | [Notes to Consolidated Financial Statements](#i94fb844a166f41899b299e366e07e26e_157) | | | | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)]

| [Note 1. Nature of Operations and Summary of Significant Accounting [removed: Policies](#i94fb844a166f41899b299e366e07e26e_160)] [added: Policies](#ia9fb6c1c25bf4312b74f71597a835b90_118)] | | | [removed: [38](#i94fb844a166f41899b299e366e07e26e_160)] [added: [38](#ia9fb6c1c25bf4312b74f71597a835b90_118)] | | |

| [Note [removed: 4.] [added: 11.] Business Segment and Geographical [removed: Information](#i94fb844a166f41899b299e366e07e26e_169)] [added: Information](#ia9fb6c1c25bf4312b74f71597a835b90_127)] | | | [removed: [49](#i94fb844a166f41899b299e366e07e26e_169)] [added: [61](#ia9fb6c1c25bf4312b74f71597a835b90_127)] | | |

[removed: | [Note 5. Other Income/(Expense)](#i94fb844a166f41899b299e366e07e26e_172) | | | [51](#i94fb844a166f41899b299e366e07e26e_172) | | |][added: *Other Income/(Expense)*]

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

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

| [Note [removed: 8.] [added: 7.] Income [removed: Taxes](#i94fb844a166f41899b299e366e07e26e_184)] [added: Taxes](#ia9fb6c1c25bf4312b74f71597a835b90_142)] | | | [removed: [58](#i94fb844a166f41899b299e366e07e26e_184)] [added: [55](#ia9fb6c1c25bf4312b74f71597a835b90_142)] | | |

[removed: | [Note 9. Earnings] [added: *Earnings] per [removed: Share](#i94fb844a166f41899b299e366e07e26e_187) | | | [61](#i94fb844a166f41899b299e366e07e26e_187) | | |][added: Share*]

| [Note [removed: 10.] [added: 3.] Debt and Other Financing [removed: Arrangements](#i94fb844a166f41899b299e366e07e26e_190)] [added: Arrangements](#ia9fb6c1c25bf4312b74f71597a835b90_148)] | | | [removed: [61](#i94fb844a166f41899b299e366e07e26e_190)] [added: [47](#ia9fb6c1c25bf4312b74f71597a835b90_148)] | | |

| [removed: [Note 12.] Commitments and [removed: Contingencies](#i94fb844a166f41899b299e366e07e26e_199)] [added: contingencies (Note 5)] | | | [removed: [65](#i94fb844a166f41899b299e366e07e26e_199)] | | | [added: | | | | | | | | |]

| [Note [removed: 13.] [added: 8.] Comprehensive Income/(Loss) and Shareholders' [removed: Equity](#i94fb844a166f41899b299e366e07e26e_202)] [added: Equity](#ia9fb6c1c25bf4312b74f71597a835b90_160)] | | | [removed: [67](#i94fb844a166f41899b299e366e07e26e_202)] [added: [59](#ia9fb6c1c25bf4312b74f71597a835b90_160)] | | |

| [Note [removed: 15.] [added: 9.] Supplemental Cash Flow [removed: Information](#i94fb844a166f41899b299e366e07e26e_208)] [added: Information](#ia9fb6c1c25bf4312b74f71597a835b90_166)] | | | [removed: [70](#i94fb844a166f41899b299e366e07e26e_208)] [added: [59](#ia9fb6c1c25bf4312b74f71597a835b90_166)] | | |

[removed: | [Note 16. Restructuring] [added: *Restructuring] and Other [removed: Costs](#i94fb844a166f41899b299e366e07e26e_211) | | | [71](#i94fb844a166f41899b299e366e07e26e_211) | | |][added: Costs*]

We have audited the accompanying consolidated balance sheets of Thermo Fisher Scientific Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income, of comprehensive income, of redeemable noncontrolling interest and equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

As described in Note [removed: 8] [added: 7] to the consolidated financial statements, the Company’s provision for income taxes for the year ended December 31, [removed: 2023] [added: 2024] was [removed: $284] [added: $657] million.

The Company has deferred tax liabilities, net, of [removed: $1,091] [added: $338] million (including a valuation allowance of [removed: $1,317] [added: $1,043] million) and unrecognized tax benefits of [removed: $540] [added: $525] million as of December 31, [removed: 2023.][added: 2024.]

Determination of taxable income in any jurisdiction requires management to interpret the related tax laws and regulations and [removed: to] [added: the] use [added: of] estimates and assumptions regarding significant future events, such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits.

| (In millions except share and per share amounts) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 8,077] [added: 4,009] | | | | | $ | [removed: 8,524] [added: 8,077] | |

| Accounts receivable, less allowances of [removed: $193] [added: $173] and [removed: $189] [added: $193] | | | | | | [removed: 8,221] [added: 8,191] | | | | | | [removed: 8,115] [added: 8,221] | | |

| Inventories | | | | | | [removed: 5,088] [added: 4,978] | | | | | | [removed: 5,634] [added: 5,088] | | |

| Contract assets, net | | | | | | [removed: 1,443] [added: 1,435] | | | | | | [removed: 1,312] [added: 1,443] | | |

| Other current assets | | | | | | [removed: 1,760] [added: 1,964] | | | | | | [removed: 1,644] [added: 1,757] | | |

| Total current assets | | | | | | [removed: 24,589] [added: 22,137] | | | | | | [removed: 25,229] [added: 24,589] | | |

| Property, plant and equipment, net | | | | | | [removed: 9,448] [added: 9,306] | | | | | | [removed: 9,280] [added: 9,448] | | |

| Acquisition-related intangible assets, net | | | | | | [removed: 16,670] [added: 15,533] | | | | | | [removed: 17,442] [added: 16,670] | | |

| Other assets | | | | | | [removed: 3,999] [added: 4,492] | | | | | | [removed: 4,007] [added: 3,999] | | |

| Goodwill | | | | | | [removed: 44,020] [added: 45,853] | | | | | | [removed: 41,196] [added: 44,020] | | |

| Total assets | | | | | | $ | [removed: 98,726] [added: 97,321] | | | | | $ | [removed: 97,154] [added: 98,726] | |

| Short-term obligations and current maturities of long-term obligations | | | | | | $ | [removed: 3,609] [added: 2,214] | | | | | $ | [removed: 5,579] [added: 3,609] | |

| Accounts payable | | | | | | [removed: 2,872] [added: 3,079] | | | | | | [removed: 3,381] [added: 2,872] | | |

| [Notes to Consolidated Financial Statements](#ia9fb6c1c25bf4312b74f71597a835b90_115) | | | | | |

| [Note 2. Supplemental Balance Sheet Information](#ia9fb6c1c25bf4312b74f71597a835b90_2025) | | | [45](#ia9fb6c1c25bf4312b74f71597a835b90_2025) | | |

| [Note 4. Fair Value Measurements](#ia9fb6c1c25bf4312b74f71597a835b90_163) | | | [50](#ia9fb6c1c25bf4312b74f71597a835b90_163) | | |

| [Note 6. Supplemental Income Statement Information](#ia9fb6c1c25bf4312b74f71597a835b90_124) | | | [53](#ia9fb6c1c25bf4312b74f71597a835b90_124) | | |

| [Note 10. Derivatives](#ia9fb6c1c25bf4312b74f71597a835b90_2104) | | | [60](#ia9fb6c1c25bf4312b74f71597a835b90_2104) | | |

| [Note 12. Acquisitions](#ia9fb6c1c25bf4312b74f71597a835b90_121) | | | [65](#ia9fb6c1c25bf4312b74f71597a835b90_121) | | |

| [Note 13. Leases](#ia9fb6c1c25bf4312b74f71597a835b90_154) | | | [66](#ia9fb6c1c25bf4312b74f71597a835b90_154) | | |

| [Note 14. Pension and Other Postretirement Benefit Plans](#ia9fb6c1c25bf4312b74f71597a835b90_136) | | | [67](#ia9fb6c1c25bf4312b74f71597a835b90_136) | | |

| [Note 15. Stock-based Compensation Expense](#ia9fb6c1c25bf4312b74f71597a835b90_133) | | | [72](#ia9fb6c1c25bf4312b74f71597a835b90_133) | | |

| Short-term investments | | | | | | 1,561 | | | | | | 3 | | |

| Net income | | | | | | $ | 6,338 | | | | | $ | 5,955 | | | | | $ | 6,960 | |

| Purchases of investments | | | | | | (3,396) | | | | | | (208) | | | | | | (52) | | |

| Proceeds from sales and maturities of investments | | | | | | 1,770 | | | | | | 15 | | | | | | 116 | | |

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

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

| Balance at December 31, 2024 | | | | | | $ | 120 | | | | | | | | 444 | | | | | | $ | 444 | | | | | $ | 17,962 | | | | | $ | 53,102 | | | | | 63 | | | | | | $ | (19,226) | | | | | $ | (2,697) | | | | | $ | 49,584 | | | | | $ | (33) | | | | | $ | 49,551 | |

Amounts and percentages reported within these consolidated financial statements are presented and calculated based on underlying unrounded amounts.

As a result, the sum of components may not equal corresponding totals due to rounding.

Investments include marketable securities, such as marketable equity securities, available for sale debt securities, and bank time deposits with maturities greater than three months, equity method investments, and non-marketable equity investments.

The company classifies investments as current or noncurrent based on the nature of the securities and their availability for use in current operations.

Noncurrent investments are included in other assets.

Marketable securities are stated at fair value with all realized and unrealized gains and losses on investments in marketable equity securities and realized gains and losses on available-for-sale debt securities recognized in other income/(expense).

The company’s share of gains and losses in, and impairments of, equity method investments are recorded in equity in earnings (losses) of unconsolidated entities.

All gains and losses on non-equity method investments are recognized in other income/(expense).

The company determines the fair value of its equity method and non-marketable equity investments that are not eligible for the NAV practical expedient by considering factors such as financial position, operating results and cash flows of the investee; recent transactions in the same or similar securities; significant recent events affecting the investee; the price paid by Thermo Fisher; among others.

Except where the result would be antidilutive to net income

The company recognizes operating lease

The expected annual dividend rate is

| ASU No. 2024-03, *Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses* | | | | | | New guidance to disclose specified information about certain costs and expenses. | | | | | | 2027 annual report and interim periods thereafter using a prospective or retrospective method | | | | | | Will increase disclosures in Note 6 | | |

Supplemental Balance Sheet Information

*Inventories*

| (In millions) | | | | | | December 31, 2024 | | | | | | December 31, 2023 | | |

| (In millions) | | | | | | December 31, 2024 | | | | | | December 31, 2023 | | |

Noncurrent contract liabilities decreased during 2024 primarily due to a customer contract modification.

| (In millions) | | | | | | December 31, 2024 | | | | | | December 31, 2023 | | |

*Acquisition-related Intangible Assets*

| | | | | | | 30,991 | | | | | | (16,693) | | | | | | 14,298 | | | | | | 31,374 | | | | | | (15,939) | | | | | | 15,435 | | |

| 2025 | | | | | | $ | 1,665 | |

| 2029 | | | | | | 1,324 | | |

| 2030 and thereafter | | | | | | 6,911 | | |

| | | | | | |

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

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

| [Note 11. Leases](#i94fb844a166f41899b299e366e07e26e_196) | | | [64](#i94fb844a166f41899b299e366e07e26e_196) | | |

| [Note 14. Fair Value Measurements and Fair Value of Financial Instruments](#i94fb844a166f41899b299e366e07e26e_205) | | | [67](#i94fb844a166f41899b299e366e07e26e_205) | | |

February 22, 2024

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

| | | | | | | December 31, | | | | | | December 31, | | |

| Loss on early extinguishment of debt | | | | | | — | | | | | | 26 | | | | | | 767 | | |

| Balance at December 31, 2020 | | | | | | $ | — | | | | | | | | 437 | | | | | | $ | 437 | | | | | $ | 15,579 | | | | | $ | 28,116 | | | | | 40 | | | | | | $ | (6,818) | | | | | $ | (2,807) | | | | | $ | 34,507 | | | | | $ | 10 | | | | | $ | 34,517 | |

| Recognition upon acquisition | | | | | | 122 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

an event specified in an existing plan or agreement, or (d) the termination benefits are a one-time benefit.

As discussed below, prior to the third quarter of 2021 certain of the company's businesses utilized the last-in, first-out (LIFO) method.

Prior to the third quarter of 2021, certain of the company’s businesses utilized the LIFO method of accounting for inventories.

During the third quarter of 2021, these businesses, which comprised approximately 5% of consolidated inventories, changed from the LIFO method to the FIFO method.

The company believes this change is preferable as it will provide a consistent, uniform costing method for all inventories across the company, better reflect the current value of inventories, and improve comparability with peers.

Prior financial statements have not been retrospectively adjusted due to immateriality.

The cumulative pre-tax effect of this change in accounting principle of $33 million was recorded as an increase to inventories and a decrease to cost of product revenues in the third quarter of 2021.

This change was recorded in the Laboratory Products and Biopharma

Services ($20 million) and Specialty Diagnostics ($13 million) segments.

Reductions to cost of revenues as a result of the liquidation of LIFO inventories were nominal during the first half of 2021.

| | | | | | | 31,374 | | | | | | (15,939) | | | | | | 15,435 | | | | | | 30,347 | | | | | | (14,140) | | | | | | 16,207 | | |

| 2024 | | | | | | $ | 1,931 | |

| 2029 and thereafter | | | | | | 7,586 | | |

At December 31, 2023 and 2022, the company had such investments with carrying amounts of $12 million and $55 million, respectively, and investments measured at NAV of $28 million and $22 million, respectively, which are included in other assets.

| Balance at December 31, 2021 | | | | | | $ | 10,143 | | | | | $ | 5,043 | | | | | $ | 3,277 | | | | | $ | 23,461 | | | | | $ | 41,924 | |

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

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

Certain liabilities acquired in acquisitions have been recorded at readily determinable fair values and, as such, were discounted to present value at the dates of acquisition.

| Accounting Standards Update (ASU) No. 2021-05, *Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments* | | | | | | Amended guidance to require lessors to classify leases as operating leases if they have certain variable lease payment structures and would have selling losses if they were classified as sales-type or direct financing leases. | | | | | | Third quarter of 2021 using a prospective method | | | | | | Not material | | |

The goodwill recorded as a result of this business combination is not tax deductible.

*Proposed Acquisition*

On October 17, 2023, the company entered into a purchase agreement to acquire all of the issued and outstanding shares of Olink Holding AB (publ) at a price of $26.00 per share, or approximately $3.1 billion.

Olink is a leading provider of next-generation proteomics solutions that will expand the company’s capabilities in this field.

The company has commenced a tender offer to acquire all of the American Depositary Shares and common shares of Olink.

The transaction is expected to close by mid-year 2024, subject to the satisfaction of customary closing conditions including receipt of applicable regulatory approvals, and completion of the tender offer.

Upon completion, Olink will become part of the Life Sciences Solutions segment.

The company intends to finance the purchase price with cash on hand and the net proceeds from issuances of debt.

*2021*

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.

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: 2023,] [added: 2024,] 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: 2023] [added: 2024] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] as stated in their report that appears on page [removed: [30](#i94fb844a166f41899b299e366e07e26e_136)] [added: [30](#ia9fb6c1c25bf4312b74f71597a835b90_94)] of this Annual Report on Form 10-K.

On December [removed: 13, 2023,] [added: 5, 2024,] Michael A.

Mr. Boxer’s plan is for the exercise of vested stock options and the associated sale of up to [removed: 20,566] [added: 7,450] shares of company common stock through [removed: December 13, 2024.][added: June 11, 2025.]

The foregoing exercises [removed: or] [added: and] 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 [removed: 13, 2024.][added: 15, 2025.]

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

[removed: Ms. Britt’s] [added: Mr. Shafer’s] plan is for the [added: sale of up to 2,509 shares of company stock, and the] exercise of vested stock options and the associated sale of up to [removed: 14,345] [added: 10,725] shares of company common [removed: stock] [added: stock,] through [removed: November 11, 2024.][added: December 12, 2025.]

The foregoing exercises [removed: or] [added: and] 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 [removed: November 12, 2024.][added: June 11, 2025.]

On February 19, 2025, the Board of Directors of the company amended and restated the company’s By-Laws, effective immediately, in connection with its periodic review of corporate governance matters, including recent developments in Delaware case law.

Among other things, the amendments to the By-laws update the advance notice and proxy access provisions to make certain clarifying and procedural changes.

On November 20, 2024, Michael D.

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.

On December 12, 2023, Lisa P.

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.

THERMO FISHER SCIENTIFIC INC.

The information with respect to executive officers required by this Item is included in [Item 1 of Part [removed: I](#i94fb844a166f41899b299e366e07e26e_13)] [added: I](#ia9fb6c1c25bf4312b74f71597a835b90_13)] of this report.

The information with respect to our insider trading arrangements and policies required by this Item will be contained in our Proxy Statement under “Executive compensation” and is incorporated in this report by reference.

(1) Consolidated Financial Statements (see Index on page [removed: [29](#i94fb844a166f41899b299e366e07e26e_133)] [added: [29](#ia9fb6c1c25bf4312b74f71597a835b90_91)] of this report)

| [removed: 2.1] [added: 10.18] | | | | | | [removed: [Agreement and Plan of Merger, dated as] [added: [Form] of [removed: April 15, 2021, by and among] Thermo Fisher Scientific [removed: Inc., Powder Acquisition Corp. and PPD, Inc.](http://www.sec.gov/Archives/edgar/data/97745/000095015721000428/ex2-1.htm)] [added: Inc.’s Restricted Stock Unit Agreement for Directors](https://www.sec.gov/Archives/edgar/data/97745/000009774511000023/tmoq111ex10_1.htm)] (filed as Exhibit [removed: 2.1] [added: 10.1] to the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed] [added: 10-Q for the quarter ended] April [removed: 16, 2021] [added: 2, 2011] \[File No. 1-8002\] and incorporated in this document by [removed: reference).] [added: reference).*] | | |

| 3.1 | | | | | | [Amended and Restated Certificate of Incorporation of the [removed: Registrant](http://www.sec.gov/Archives/edgar/data/97745/000009774506000048/tmok2005ex3_1.txt)] [added: Registrant](https://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 [removed: Incorporation](http://www.sec.gov/Archives/edgar/data/97745/000095012306014144/y27121exv3w1.htm)] [added: Incorporation](https://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, [removed: 2015](http://www.sec.gov/Archives/edgar/data/97745/000119312515377819/d88759dex31.htm)] [added: 2015](https://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 [removed: 21, 2024](https://www.sec.gov/Archives/edgar/data/97745/000009774524000007/q4202310-kex34.htm)] [added: 19, 2025](https://www.sec.gov/Archives/edgar/data/97745/000009774525000010/q42024ex34amendedandrestat.htm)] | | |

| 4.1 | | | | | | [Indenture dated as of November 20, 2009 between the Company and The Bank of New York Mellon Trust Company, [removed: N.A.](http://www.sec.gov/Archives/edgar/data/97745/000095012309064776/b78149exv99w1.htm)] [added: N.A.](https://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, [removed: N.A.](http://www.sec.gov/Archives/edgar/data/97745/000119312513469423/d640436dex992.htm)] [added: N.A.](https://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 [removed: agent](http://www.sec.gov/Archives/edgar/data/97745/000119312514423309/d826571dex42.htm)] [added: agent](https://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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312516706879/d171547dex42.htm)] [added: trustee](https://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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517084391/d360173dex42.htm)] [added: trustee](https://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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517233225/d419492dex42.htm)] [added: trustee](https://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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312517257276/d442851dex42.htm)] [added: trustee](https://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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312519258147/d807133dex42.htm)] [added: trustee](https://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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312519264457/d812464dex42.htm)] [added: trustee](https://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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000119312520095953/d850230dex42.htm)] [added: trustee](https://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). | | |

| 4.12 | | | | | | [removed: [Twenty-Third] [added: [Twenty-Fourth] Supplemental Indenture, dated as of October [removed: 22, 2021,] [added: 20, 2022,] between the Company, [added: as issuer,] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](https://www.sec.gov/Archives/edgar/data/0000097745/000119312521305403/d245003dex42.htm)] [added: trustee](https://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 [removed: 22, 2021] [added: 20, 2022] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.13 | | | | | | [removed: [Twenty-Fourth] [added: [Twenty-Fifth] Supplemental Indenture, dated as of [removed: October 20,] [added: November 21,] 2022, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000114036122037956/ny20005499x4_ex4-2.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/97745/000114036122042550/ny20005859x7_ex4-2.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: October 20,] [added: November 21,] 2022 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.14 | | | | | | [removed: [Twenty-Fifth] [added: [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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000114036122042550/ny20005859x7_ex4-2.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/97745/000114036122042550/ny20005859x7_ex4-3.htm)] (filed as Exhibit [removed: 4.2] [added: 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). | | |

| 4.15 | | | | | | [removed: [Twenty-Sixth] [added: [Twenty-Seventh] Supplemental Indenture, dated as of [removed: November 21, 2022,] [added: August 10, 2023,] between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000114036122042550/ny20005859x7_ex4-3.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/97745/000114036123039086/brhc20057279_ex4-2.htm)] (filed as Exhibit [removed: 4.3] [added: 4.2] to the Registrant’s Current Report on Form 8-K filed [removed: November 21, 2022] [added: August 10, 2023] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| 4.16 | | | | | | [removed: [Twenty-Seventh] [added: [Twenty-Eighth] Supplemental Indenture, dated as of [removed: August 10,] [added: December 5,] 2023, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000114036123039086/brhc20057279_ex4-2.htm)] [added: trustee](https://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 [removed: filed August 10,] [added: December 5,] 2023 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.17] [added: 4.18] | | | | | | [removed: [Twenty-Eighth] [added: [Third] Supplemental Indenture, dated as of [removed: December 5, 2023, between] [added: October 18, 2021, among](https://www.sec.gov/Archives/edgar/data/97745/000119312521301063/d282638dex42.htm) [Thermo Fisher International](https://www.sec.gov/Archives/edgar/data/97745/000119312521301063/d282638dex42.htm)[, as issuer,] the Company, as [removed: issuer,] [added: guarantor,] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/97745/000114036123056365/ny20015413x4_ex4-2.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/97745/000119312521301063/d282638dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K [removed: December 5, 2023] [added: filed October 18, 2021] \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.18] [added: 4.17] | | | | | | [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). | | |

| 4.19 | | | | | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of [removed: October] [added: November] 18, 2021, [removed: among](https://www.sec.gov/Archives/edgar/data/0000097745/000119312521301063/d282638dex42.htm) [Thermo] [added: among Thermo] Fisher [removed: International](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm)[,] [added: International,] as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](https://www.sec.gov/Archives/edgar/data/0000097745/000119312521301063/d282638dex42.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/97745/000119312521333790/d201403dex42.htm)] (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed [removed: October] [added: November] 18, 2021 \[File No. 1-8002\] and incorporated in this document by reference). | | |

| [removed: 4.20] [added: 10.12] | | | | | | [removed: [Fourth Supplemental Indenture,] [added: [Noncompetition Agreement, between Marc N. Casper and the Registrant,] dated [removed: as of] November [removed: 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)] [added: 21, 2009](https://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w7.htm)] (filed as Exhibit [removed: 4.2] [added: 10.7] to the Registrant’s Current Report on Form 8-K filed November [removed: 18, 2021] [added: 25, 2009] \[File No. 1-8002\] and incorporated in this document by [removed: reference).] [added: reference).*] | | |

| [removed: 4.21] [added: 4.20] | | | | | | [Description of the Registrant’s [removed: Securities](http://www.sec.gov/Archives/edgar/data/97745/000009774523000008/q4202210-kex419.htm)] [added: Securities](https://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).* [added: (filed as Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 \[File No. 1-8002\] and incorporated in this document by reference).*] | | |

| 10.2 | | | | | | [Thermo Electron Corporation Deferred Compensation Plan, effective November 1, [removed: 2001](http://www.sec.gov/Archives/edgar/data/97745/000009774502000016/tmok01ex10-13.txt)] [added: 2001](https://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 [removed: S-4](http://www.sec.gov/Archives/edgar/data/97745/000091205799004242/0000912057-99-004242.txt)] [added: S-4](https://www.sec.gov/Archives/edgar/data/97745/000091205799004242/0000912057-99-004242.txt)] \[Reg. No. 333-90661\] and incorporated in this document by reference).* | | |

| 10.7 | | | | | | [First Amendment to the Fisher Scientific International Inc. Retirement Plan for Non-Employee [removed: Directors](http://www.sec.gov/Archives/edgar/data/880430/000095013505002766/b54803fsexv10w04.txt)] [added: Directors](https://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 [removed: Inc.](http://www.sec.gov/Archives/edgar/data/880430/000095013506001457/b59548fsexv10w02.htm)] [added: Inc.](https://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, [removed: 2020](http://www.sec.gov/Archives/edgar/data/97745/000009774520000038/tmoq2202010qex101.htm)] [added: 2020](https://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, [removed: 2009](http://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w5.htm)] [added: 2009](https://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, [removed: 2009](http://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w6.htm)] [added: 2009](https://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w6.htm)] (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.12] [added: 10.13] | | | | | | [removed: [Noncompetition] [added: [Amendment No. 1 to 2009 Restatement of Executive Severance] Agreement, [added: dated February 25, 2010,] between [added: the Registrant and] Marc N. [removed: Casper and the Registrant, dated November 21, 2009](http://www.sec.gov/Archives/edgar/data/97745/000095012309065790/b78221exv10w7.htm)] [added: Casper](https://www.sec.gov/Archives/edgar/data/97745/000095012310017131/b79792exv10w2.htm)] (filed as Exhibit [removed: 10.7] [added: 10.2] to the Registrant’s Current Report on Form 8-K filed [removed: November] [added: February] 25, [removed: 2009] [added: 2010] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.13] [added: 10.14] | | | | | | [Amendment No. [removed: 1] [added: 2] to 2009 Restatement of Executive Severance Agreement, dated [removed: February 25,] [added: November 30,] 2010, between the Registrant and Marc N. [removed: Casper](http://www.sec.gov/Archives/edgar/data/97745/000095012310017131/b79792exv10w2.htm)] [added: Casper](https://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_55.htm)] (filed as Exhibit [removed: 10.2] [added: 10.55] to the Registrant’s [removed: Current] [added: Annual] Report on Form [removed: 8-K filed February 25,] [added: 10-K for the year ended December 31,] 2010 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.14] [added: 10.15] | | | | | | [Amendment No. [removed: 2] [added: 1] to [removed: 2009 Restatement of] Executive [removed: Severance] [added: Change In Control Retention] Agreement, dated November 30, 2010, between [removed: the Registrant and] Marc N. [removed: Casper](http://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_55.htm)] [added: Casper and the Registrant](https://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_56.htm)] (filed as Exhibit [removed: 10.55] [added: 10.56] to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.15] [added: 10.16] | | | | | | [Amendment No. [removed: 1] [added: 2] to Executive Change [removed: In] [added: in] Control Retention Agreement, dated [removed: November 30, 2010,] [added: March 16, 2018,] between Marc N. Casper and the [removed: Registrant](http://www.sec.gov/Archives/edgar/data/97745/000009774511000013/tmok2010ex10_56.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/97745/000009774518000017/tmoq1201810qex103.htm)] (filed as Exhibit [removed: 10.56] [added: 10.3] to the [removed: Registrant’s Annual] [added: Registrant's Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2010] [added: 2018] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.16] [added: 10.52] | | | | | | [removed: [Amendment No. 2 to Executive Change in Control Retention Agreement, dated March 16, 2018,] [added: [Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement] between [added: Thermo Fisher Scientific Inc. and] Marc N. [removed: Casper and the Registrant](http://www.sec.gov/Archives/edgar/data/97745/000009774518000017/tmoq1201810qex103.htm)] [added: Casper, effective as of February 21, 2024](https://www.sec.gov/Archives/edgar/data/97745/000009774524000023/q1202410qex106.htm)] (filed as Exhibit [removed: 10.3] [added: 10.6] to the [removed: Registrant's] [added: Registrant’s] Quarterly Report on Form 10-Q for the quarter ended March [removed: 31, 2018] [added: 30, 2024] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| [removed: 10.18] [added: 10.42] | | | | | | [Form of Thermo Fisher Scientific Inc.’s [added: Performance] Restricted Stock Unit [removed: Agreement for Directors](http://www.sec.gov/Archives/edgar/data/97745/000009774511000023/tmoq111ex10_1.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/97745/000009774523000033/q1202310qex101.htm)] (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April [removed: 2, 2011] [added: 1, 2023] \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.49 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement effective as of February 21, 2024](https://www.sec.gov/Archives/edgar/data/97745/000009774524000023/q1202410qex103.htm) (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2024 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.50 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Performance Nonstatutory Stock Option Agreement effective as of February 21, 2024](https://www.sec.gov/Archives/edgar/data/97745/000009774524000023/q1202410qex104.htm) (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2024 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

| 10.54 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement effective as of February 19, 2025](https://www.sec.gov/Archives/edgar/data/97745/000009774525000010/q42024ex1054globalprsuagre.htm).* | | |

| 10.55 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement effective as of February 19, 2025](https://www.sec.gov/Archives/edgar/data/97745/000009774525000010/q42024ex1055globaltrsuagre.htm).* | | |

| 10.56 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement effective as of February 19, 2025](https://www.sec.gov/Archives/edgar/data/97745/000009774525000010/q42024ex1056globaloptionag.htm).* | | |

| 10.57 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective as of February 19, 2025](https://www.sec.gov/Archives/edgar/data/97745/000009774525000010/q42024ex1057mncprsuagreeme.htm).* | | |

| 10.58 | | | | | | [Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective as of February 19, 2025](https://www.sec.gov/Archives/edgar/data/97745/000009774525000010/q42024ex1058mncoptionagree.htm).* | | |

| 19 | | | | | | [Thermo Fisher Scientific Inc. Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/97745/000009774525000010/q42024ex19insidertradingpo.htm) | | |

| 97 | | | | | | [Clawback Policy](https://www.sec.gov/Archives/edgar/data/97745/000009774524000007/q4202310-kex97.htm) (filed as Exhibit 97 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 \[File No. 1-8002\] and incorporated in this document by reference).* | | |

THERMO FISHER SCIENTIFIC INC.

| | | | | | | | | |

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

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

| 97 | | | | | | [Clawback Policy](https://www.sec.gov/Archives/edgar/data/97745/000009774524000007/q4202310-kex97.htm) | | |

| Date: | | | February [removed: 22, 2024] [added: 20, 2025] | | | THERMO FISHER SCIENTIFIC INC. | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, as of February [removed: 22, 2024.][added: 20, 2025.]

| | | | Director | | | | | | | | | [removed: Director] | | |

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

| | | | Tyler E. Jacks | | | | | | | | | [removed: Dion J. Weisler] | | |

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

| | | | Nelson J. Chai | | | | | | | | | Debora L. Spar | | |

| By: | | | /s/ Ruby R. Chandy | | | | | | By: | | | /s/ Scott M. Sperling | | |

| | | | Ruby R. Chandy | | | | | | | | | Scott M. Sperling | | |

| By: | | | /s/ C. Martin Harris | | | | | | By: | | | /s/ Dion J. Weisler | | |

| | | | C. Martin Harris | | | | | | | | | Dion J. Weisler | | |

| By: | | | /s/ Nelson J. Chai | | | | | | By: | | | /s/ Lars R. Sørensen | | |

| | | | Nelson J. Chai | | | | | | | | | Lars R. Sørensen | | |

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

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

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

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