We have audited the accompanying consolidated balance sheets of Thermo Fisher Scientific Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, 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, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 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, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Income taxes

As described in Note 8 to the consolidated financial statements, the Company’s provision for income taxes for the year ended December 31, 2023 was $284 million. The Company has deferred tax liabilities, net, of $1,091 million (including a valuation allowance of $1,317 million) and unrecognized tax benefits of $540 million as of December 31, 2023. As disclosed by management, the Company operates in numerous countries under many legal forms and, as a result, is subject to the jurisdiction of numerous domestic and non-U.S. tax authorities, as well as to tax agreements and treaties among these governments. Determination of taxable income in any jurisdiction requires management to interpret the related tax laws and regulations and to use 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. Management assesses income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, management has recorded the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Management estimates the degree to which tax assets will result in a benefit, after consideration of all positive and negative evidence, and provides a valuation allowance for tax assets that it believes will more likely than not go unused. In situations in which management has been able to determine that the Company’s deferred tax assets will be realized, that determination generally relies on future reversals of taxable temporary differences and expected future taxable income. If it becomes more likely than not that a tax asset will be used, management reverses the related valuation allowance.

The principal considerations for our determination that performing procedures relating to income taxes is a critical audit matter are (i) the significant judgment by management when interpreting the numerous and complex tax laws and regulations as it relates to determining the provision for income taxes, deferred tax assets and liabilities, including the valuation allowance, and liabilities for unrecognized tax benefits, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the provision for income taxes, deferred tax assets and liabilities, including the valuation allowance, and liabilities for unrecognized tax benefits, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the provision for income taxes, deferred tax assets and liabilities, including the valuation allowance, and liabilities for unrecognized tax benefits. These procedures also included, among others (i) testing the accuracy of the provision for income taxes, including the rate reconciliation and permanent and temporary differences, (ii) evaluating whether the data utilized in the calculations of the provision for income taxes, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits were appropriate and consistent with evidence obtained in other areas of the audit, (iii) evaluating management’s assessment of the realizability of deferred tax assets on a jurisdictional basis, (iv) evaluating the identification of liabilities for unrecognized tax benefits and the reasonableness of the more likely than not

determination in consideration of court decisions, legislative actions, statutes of limitations, and developments in tax examinations by jurisdiction, (v) testing the calculation of the liability for unrecognized tax benefits by jurisdiction, including estimates of the amount of income tax benefit expected to be sustained, and (vi) evaluating the adequacy of the Company’s disclosures. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of management’s judgments and estimates related to the application of foreign and domestic tax laws and regulations.

/s/

February 22, 2024

We have served as the Company’s auditor since 2002.

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED BALANCE SHEETS

December 31,

(In millions except share and per share amounts)

2023

2022

Assets

Current assets:

Cash and cash equivalents

Accounts receivable, less allowances of $ and $

Inventories

Contract assets, net

Other current assets

Total current assets

Property, plant and equipment, net

Acquisition-related intangible assets, net

Other assets

Goodwill

Total assets

Liabilities, redeemable noncontrolling interest and equity

Current liabilities:

Short-term obligations and current maturities of long-term obligations

Accounts payable

Accrued payroll and employee benefits

Contract liabilities

Other accrued expenses

Total current liabilities

Deferred income taxes

Other long-term liabilities

Long-term obligations

Commitments and contingencies (Note 12)

Redeemable noncontrolling interest

Equity:

Thermo Fisher Scientific Inc. shareholders’ equity:

Preferred stock, $ par value, shares authorized; issued

Common stock, $ par value, shares authorized; and shares issued

Capital in excess of par value

Retained earnings

Treasury stock at cost, and shares

()

Accumulated other comprehensive income/(loss)

()

Total Thermo Fisher Scientific Inc. shareholders’ equity

Noncontrolling interests

()

Total equity

Total liabilities, redeemable noncontrolling interest and equity

The accompanying notes are an integral part of these consolidated financial statements.

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED STATEMENTS OF INCOME


	Year Ended
	December 31,	December 31,	December 31,
(In millions except per share amounts)	2023	2022	2021
Revenues
Product revenues	$	$	$
Service revenues
Total revenues

Costs and operating expenses:
Cost of product revenues
Cost of service revenues
Selling, general and administrative expenses
Research and development expenses
Restructuring and other costs
Total costs and operating expenses
Operating income
Interest income
Interest expense	()	()	()
Other income/(expense)	()	()	()
Income before income taxes
Provision for income taxes	()	()	()
Equity in earnings/(losses) of unconsolidated entities	()	()	()
Net income
Less: net (losses) income attributable to noncontrolling interests and redeemable noncontrolling interest	()
Net income attributable to Thermo Fisher Scientific Inc.	$	$	$

Earnings per share attributable to Thermo Fisher Scientific Inc.
Basic	$	$	$
Diluted	$	$	$

Weighted average shares
Basic
Diluted

The accompanying notes are an integral part of these consolidated financial statements.

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Year Ended
	December 31,	December 31,	December 31,
(In millions)	2023	2022	2021
Comprehensive income
Net income	$	$	$
Other comprehensive income/(loss):
Currency translation adjustment:
Currency translation adjustment (net of tax provision (benefit) of $(), $ and $)	()	()

Unrealized gains and losses on hedging instruments:

Reclassification adjustment for losses included in net income (net of tax benefit of $, $ and $)
Pension and other postretirement benefit liability adjustments:
Pension and other postretirement benefit liability adjustments arising during the period (net of tax provision (benefit) of $(), $ and $)	()
Amortization of net loss and prior service benefit included in net periodic pension cost (net of tax benefit of $, $ and $)
Total other comprehensive income/(loss)	()	()
Comprehensive income
Less: comprehensive income/(loss) attributable to noncontrolling interests and redeemable noncontrolling interest	()
Comprehensive income attributable to Thermo Fisher Scientific Inc.	$	$	$

The accompanying notes are an integral part of these consolidated financial statements.

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended
	December 31,	December 31,	December 31,
(In millions)	2023	2022	2021
Operating activities
Net income	$	$	$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment
Amortization of acquisition-related intangible assets
Change in deferred income taxes	()	()	()

Stock-based compensation
Loss on early extinguishment of debt
Other non-cash expenses
Changes in assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	()	()	()
Inventories		()	()
Contract assets/liabilities		()
Accounts payable	()
Contributions to retirement plans	()	()	()
Other	()	()	()
Net cash provided by operating activities

Investing activities
Acquisitions, net of cash acquired	()	()	()

Purchase of property, plant and equipment	()	()	()
Proceeds from sale of property, plant and equipment
Proceeds from cross-currency interest rate swap interest settlements

Other investing activities, net	()		()
Net cash used in investing activities	()	()	()

Financing activities
Net proceeds from issuance of debt
Repayment of debt	()	()	()
Proceeds from issuance of commercial paper
Repayments of commercial paper	()	()
Purchases of company common stock	()	()	()
Dividends paid	()	()	()

Other financing activities, net		()
Net cash (used in) provided by financing activities	()	()

Exchange rate effect on cash	()	()
(Decrease) increase in cash, cash equivalents and restricted cash	()		()
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year	$	$	$

The accompanying notes are an integral part of these consolidated financial statements.

THERMO FISHER SCIENTIFIC INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND EQUITY

Redeemable Noncontrolling Interest

Common Stock

Capital in Excess of Par Value

Retained Earnings

Treasury Stock

Accumulated Other Comprehensive Items

Total
Thermo Fisher Scientific Inc. Shareholders’ Equity

Noncontrolling Interests

Total Equity

(In millions)

Amount

Balance at December 31, 2020

()

Issuance of shares under stock plans

—

()

—

Stock-based compensation

—

Purchases of company common stock

—

()

—

()

—

()

Dividends declared ($ per share)

—

()

—

()

—

()

Recognition upon acquisition

—

Net income/(loss)

—

Other comprehensive income/(loss)

()

—

Contributions from (distributions to) noncontrolling interests

—

Other

—

Balance at December 31, 2021

()

Issuance of shares under stock plans

—

()

—

Stock-based compensation

—

Purchases of company common stock

—

()

—

()

—

()

Dividends declared ($ per share)

—

()

—

()

—

()

Net income/(loss)

—

()

Other comprehensive income/(loss)

()

—

()

Contributions from (distributions to) noncontrolling interests

()

—

()

Balance at December 31, 2022

()

Issuance of shares under stock plans

—

()

—

Stock-based compensation

—

Purchases of company common stock

—

()

—

()

—

()

Dividends declared ($ per share)

—

()

—

()

—

()

Net income/(loss)

—

()

Other comprehensive income/(loss)

()

—

()

Contributions from (distributions to) noncontrolling interests

()

—

()

Excise tax from stock repurchases

—

()

—

()

—

()

Balance at December 31, 2023

()

The accompanying notes are an integral part of these consolidated financial statements.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.

million and $ million, respectively. The company has elected the fair value option of accounting for certain of its investments with readily determinable fair values that would otherwise be accounted for under the equity method. At December 31, 2023 and 2022, the fair value of such investments was $ million and $ million, respectively.

Redeemable Noncontrolling Interest

The company owns % of its consolidated subsidiary PPD-SNBL K.K. The % ownership interest held by a third party is classified as a redeemable noncontrolling interest on the consolidated balance sheet due to certain put options under which the third party may require the company to purchase the remaining ownership interest at a premium upon the occurrence of certain events.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ Work in process Finished goods Inventories$ $

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 % 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 $ 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

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million) and Specialty Diagnostics ($ million) segments. Reductions to cost of revenues as a result of the liquidation of LIFO inventories were nominal during the first half of 2021.

to years; machinery and equipment (including software), to years; and leasehold improvements, the shorter of the term of the lease or the life of the asset. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and the resulting gain or loss is reflected in the accompanying statement of income. $ Buildings and improvements Machinery, equipment and leasehold improvements Construction in progress Property, plant and equipment, at cost Less: Accumulated depreciation and amortization Property, plant and equipment, net$ $

years. The company reviews these intangible assets for impairment when indication of potential impairment exists, such as a significant reduction in cash flows associated with the assets. When impairment indicators exist, the company determines whether the carrying value of its intangible assets exceeds the related undiscounted cash flows. In these situations, the carrying value is written down to fair value.

In addition, the company has tradenames that have indefinite lives and which are not amortized. Intangible assets with indefinite lives are reviewed for impairment annually or whenever events or changes in circumstances indicate they may be impaired. The company may perform an optional qualitative assessment. If the company determines that the fair value of the indefinite-lived intangible asset is more likely than not greater than its carrying amount, no additional testing is necessary. If not, or if the company bypasses the optional qualitative assessment, it writes the carrying value down to the fair value, if applicable.

$()$ $ $()$

Product technology

() ()

Tradenames

() ()

Backlog

() () () ()

Indefinite lived:

Tradenames

N/A N/A

Acquisition-related intangible assets

$ $()$ $ $()$

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2025 2026 2027 2028 2029 and thereafter Estimated future amortization expense of definite-lived intangible assets$

Other Assets

Other assets in the accompanying balance sheet include operating lease right-of-use assets, investments, deferred tax assets, pension assets, insurance recovery receivables related to product liability matters, certain intangible assets and other assets.

At December 31, 2023 and 2022, the company had $ million and $ million, respectively, of intangible assets not derived from acquisitions, net of accumulated amortization, which are being amortized using the straight-line method over their estimated useful lives, which range up to years.

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

$ $ $ $

Acquisitions

Finalization of purchase price allocations for 2021 acquisitions

Currency translation

()()()()()

Balance at December 31, 2022

Acquisitions

Currency translation

Balance at December 31, 2023

$ $ $ $ $

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Currency transaction gains/(losses) are included in the accompanying statement of income and in aggregate were $() million, $ million and $ million in 2023, 2022 and 2021, respectively.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2023

On January 3, 2023, the company acquired, within the Specialty Diagnostics segment, The Binding Site Group, a U.K.-based provider of specialty diagnostic assays and instruments to improve the diagnosis and management of blood cancers and immune system disorders. The acquisition expands the segment’s portfolio with the addition of pioneering innovation in diagnostics and monitoring for multiple myeloma. The goodwill recorded as a result of this business combination is not tax deductible.

On August 14, 2023, the company acquired, within the Laboratory Products and Biopharma Services segment, CorEvitas, LLC, a U.S.-based provider of regulatory-grade, real-world evidence for approved medical treatments and therapies. The acquisition expands the segment’s portfolio with the addition of highly complementary real-world evidence solutions to enhance decision-making as well as the time and cost of drug development. The goodwill recorded as a result of this business combination is not tax deductible.

Debt settled

Cash acquired

()()$ $

Net assets acquired

Definite-lived intangible assets

Customer relationships

$ $

Product technology

Tradenames

Backlog

Goodwill

Net tangible assets

()

Deferred tax assets (liabilities)

()()$ $

In addition, in 2023, the company acquired, within the Analytical Instruments segment, a U.S.-based developer of Raman-based spectroscopy solutions for in-line measurement.

The weighted-average amortization periods for definite-lived intangible assets acquired in 2023 are years for customer relationships, years for product technology, years for tradenames, and years for backlog. The weighted-average amortization period for definite-lived intangible assets acquired in 2023 is years.

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 $ per share, or approximately $ 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.

2022

In 2022, the company acquired, within the Analytical Instruments segment, a U.S.-based developer of Fourier-transform infrared gas analysis technologies.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

tax deductible.

On February 25, 2021, the company acquired, within the Life Sciences Solutions segment, Mesa Biotech, Inc., a U.S.-based molecular diagnostic company. Mesa Biotech has developed and commercialized a polymerase chain reaction (PCR) based rapid point-of-care testing platform available for detecting infectious diseases including COVID-19. The acquisition enables the company to accelerate the availability of reliable and accurate advanced molecular diagnostics at the point of care. The goodwill recorded as a result of this business combination is tax deductible.

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

On December 8, 2021, the company acquired, within the Laboratory Products and Biopharma Services segment, PPD, Inc., a U.S.-based global provider of clinical research services to the pharma and biotech industry. The addition of PPD’s clinical research services enhances our offering to biotech and pharma customers by enabling them to accelerate innovation and increase their productivity within the drug development process. The goodwill recorded as a result of this business combination is tax deductible.

On December 30, 2021, the company acquired, within the Life Sciences Solutions segment, PeproTech, Inc., a U.S.-based developer and manufacturer of recombinant proteins. PeproTech provides bioscience reagents known as recombinant proteins, including cytokines and growth factors. The acquisition expands the segment’s bioscience offerings. The goodwill recorded as a result of this business combination is tax deductible.

In addition, in 2021, the company acquired, within the Life Sciences Solutions segment, cell sorting technology assets, an Ireland-based life sciences distributor and a developer of a digital PCR platform; within the Analytical Instruments segment, a Belgium-based developer of micro-chip based technology for liquid chromatography columns; and within the Specialty Diagnostics segment, a transplant diagnostics information system provider.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $ $ $ $

Fair value of equity awards exchanged

— — — — —

Fair value of contingent consideration

Cash acquired

()()()() ()$ $ $ $ $ $

Net assets acquired

Current assets

$ $ $ $ $ $

Property, plant and equipment

Definite-lived intangible assets:

Customer relationships

Product technology

Tradenames

Backlog — — — — —

Goodwill

Other assets

Contract liabilities() () ()

Deferred tax assets (liabilities)

()()()() ()

Finance lease liabilities

() () ()

Debt assumed

()

Other liabilities assumed

()()()()()()Redeemable noncontrolling interest()— — — — — $ $ $ $ $ $

During 2022, we finalized the allocations of the purchase price for the Lengnau biologics manufacturing facility, PPD, Inc. and PeproTech, Inc., largely with respect to definite-lived intangible assets, property, plant and equipment, contract liabilities, equity method investments, asset retirement obligations, defined benefit pension plans, assumed contingent consideration and the related deferred taxes. The adjustments to the income statement recorded during 2022 were not material.

The weighted-average amortization periods for definite-lived intangible assets acquired in 2021 are years for customer relationships, years for product technology, years for tradenames and years for backlog. The weighted average amortization period for all definite-lived intangible assets acquired in 2021 is years.

Unaudited Pro Forma Information

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Net income attributable to Thermo Fisher Scientific Inc.$

The historical consolidated financial information of the company and PPD has been adjusted in the pro forma information to give effect to pro forma events that are directly attributable to the acquisitions and related financing arrangements and are factually supportable.

To reflect the acquisition of PPD as if it had occurred on January 1, 2020, the unaudited pro forma results include adjustments to reflect, among other things, the incremental intangible asset amortization to be incurred based on the values of each identifiable intangible asset and the interest expense from debt financings obtained to partially fund the cash consideration transferred. Pro forma adjustments were tax effected at the company's historical statutory rates in effect for the respective periods. The unaudited pro forma amounts are not necessarily indicative of the combined results of operations that would have been realized had the acquisitions and related financings occurred on the aforementioned dates nor are they meant to be indicative of any anticipated combined results of operations that the company will experience after the transaction. In addition, the amounts do not include any adjustments for actions that may be taken following the completion of the transaction, such as expected cost savings, operating synergies, or revenue enhancements that may be realized subsequent to the transaction.

Pro forma net income attributable to Thermo Fisher Scientific Inc. for the year ended December 31, 2021, excludes $ million of transaction costs, initial restructuring costs, and debt extinguishment costs directly attributable to the PPD acquisition that were included in the determination of net income attributable to Thermo Fisher Scientific Inc. for that period.

The company’s results would not have been materially different from its pro forma results had the company’s other 2021 acquisitions occurred at the beginning of 2020.

PPD’s revenues and losses attributable to Thermo Fisher Scientific Inc. in 2021, subsequent to the acquisition date, were $ million and $() million, respectively. The loss includes non-recurring transaction and compensation costs.

Note 3.

$ $

Instruments

Services

Consolidated revenues

$ $ $

Revenues by geographic region based on customer location are as follows:


(In millions)	2023	2022	2021
Revenues
North America	$	$	$
Europe
Asia-Pacific
Other regions
Consolidated revenues	$	$	$

Each reportable segment earns revenues from consumables, instruments and services in North America, Europe, Asia-Pacific and other regions. See Note 4 for revenues by reportable segment and other geographic data.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

billion. The company will recognize revenues for these performance obligations as they are satisfied, approximately % of which is expected to occur within the next .

Contract-related Balances

$ Noncurrent contract assets, net Current contract liabilities Noncurrent contract liabilities

Substantially all of the current contract liabilities balance at December 31, 2022 and 2021 was recognized in revenues during 2023 and 2022, respectively. Noncurrent contract liabilities increased during 2023 primarily due to advanced payments from a customer.

Note 4.

segments. A description of each segment follows.

Life Sciences Solutions: provides an extensive portfolio of reagents, instruments and consumables used in biological and medical research, discovery and production of new drugs and vaccines as well as diagnosis of infection and disease. These products and services are used by customers in pharmaceutical, biotechnology, agricultural, clinical, healthcare, academic, and government markets.

Analytical Instruments: provides a broad offering of instruments and the supporting consumables, software and services that are used for a range of applications in the laboratory and in the field. These products and services are used by customers in pharmaceutical, biotechnology, academic, government, environmental and other research and industrial markets, as well as the clinical laboratory.

Specialty Diagnostics: offers a wide range of diagnostic test kits, reagents, culture media, instruments and associated products to serve customers in healthcare, clinical, pharmaceutical, industrial, and food safety laboratories. Our healthcare products are used to increase the speed and accuracy of diagnoses, which improves patient care in a more cost-efficient manner.

Laboratory Products and Biopharma Services: offers virtually everything needed for the laboratory. Our unique combination of self-manufactured and sourced products and extensive service offering enables our customers to focus on their core activities and helps them to be more innovative, productive and cost-efficient. The segment also includes a comprehensive offering of outsourced services used by the pharmaceutical and biotech industries for drug development, clinical research, clinical trials services and commercial drug manufacturing.

The company’s management evaluates segment operating performance based on operating income before certain charges/credits to cost of revenues and selling, general and administrative expenses, principally associated with acquisition accounting; restructuring and other costs/income including costs arising from facility consolidations such as severance and abandoned lease expense and gains and losses from the sale of real estate and product lines as well as from significant litigation-related matters; and amortization of acquisition-related intangible assets. The company uses this measure because it helps management understand and evaluate the segments’ core operating results and facilitates comparison of performance for determining compensation.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $

Analytical Instruments

Specialty Diagnostics

Laboratory Products and Biopharma Services

Eliminations

()()()

Consolidated revenues

Segment Income

Life Sciences Solutions

Analytical Instruments

Specialty Diagnostics

Laboratory Products and Biopharma Services

Subtotal reportable segments

Cost of revenues adjustments

()()()

Selling, general and administrative expenses adjustments

()()()

Restructuring and other costs

()()()

Amortization of acquisition-related intangible assets

()()()

Consolidated operating income

Interest income Interest expense()()()

Other income/(expense)

()()()

Consolidated income before taxes

$ $ $

Depreciation

Life Sciences Solutions

$ $ $

Analytical Instruments

Specialty Diagnostics

Laboratory Products and Biopharma Services

Consolidated depreciation

$ $ $

Cost of revenues charges included in the above table consist of charges for the sale of inventories revalued at the date of acquisition, inventory write-downs associated with large-scale abandonments of product lines, and accelerated depreciation on fixed assets to estimated salvage value in connection with the consolidation of operations. Selling, general and administrative charges/credits included in the above table consist of significant transaction/integration costs (including reimbursement thereof) related to recent/terminated acquisitions, charges/credits for changes in estimates of contingent acquisition consideration, and charges related to product liability litigation.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $

Analytical Instruments

Specialty Diagnostics

Laboratory Products and Biopharma Services

Corporate/other (a)

Consolidated total assets

$ $ $ Capital expenditures

Life Sciences Solutions

$ $ $

Analytical Instruments

Specialty Diagnostics

Laboratory Products and Biopharma Services

Corporate/other

Consolidated capital expenditures

$ $ $

(a)

$ $

Other

Consolidated revenues

$ $ $

Long-lived Assets (c)

United States

$ $ $

Other

Consolidated long-lived assets

$ $ $

(b)

(c)

Note 5.

million of net losses on investments.

In 2022, other income/(expense) includes $ million of net losses on investments, $ million of net gains on derivative instruments to address certain foreign currency risks, and $ million of losses on the early extinguishment of debt (Note 10).

In 2021, other income/(expense) includes $ million of losses on the early extinguishment of debt (Note 10), $ million of financing costs associated with obtaining bridge financing commitments in connection with the agreement to acquire PPD (Note 2), offset in part by $ million of net gains on investments. The company had a cash outlay of $ million in 2021 associated with obtaining the bridge financing commitments, included in other financing activities, net, in the accompanying statement of cash flows.

Note 6.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

- years with terms of - years, assuming continued employment with certain exceptions. Vesting of the option awards is contingent upon meeting certain service conditions. The fair value of most option grants is estimated using the Black-Scholes option pricing model. For option grants that require the achievement of both service and market conditions, a lattice model is used to estimate fair value. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility is calculated based on the historical volatility of the company’s stock. Historical data on exercise patterns is the basis for estimating the expected life of an option. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term which approximates the expected life assumed at the date of grant. The expected annual dividend rate is calculated by dividing the company’s annual dividend, based on the most recent quarterly dividend rate, by the closing stock price on the grant date. The compensation expense recognized for all stock-based awards is net of estimated forfeitures. Forfeitures are estimated based on an analysis of actual option forfeitures. % % %

Risk free interest rate

% % %

Expected life of options (years)

Expected annual dividend

% % %

The weighted average per share grant-date fair values of options granted during 2023, 2022 and 2021 were $, $ and $, respectively. The total intrinsic value of options exercised during the same periods was $ million, $ million and $ million, respectively. The intrinsic value is the difference between the market value of the shares on the exercise date and the exercise price of the option.

Granted

Exercised

()

Canceled/expired

()

Outstanding at December 31, 2023

$ $

Vested and unvested expected to vest at December 31, 2023

$ $

Exercisable at December 31, 2023

$ $

As of December 31, 2023, there was $ million of total unrecognized compensation cost related to unvested stock options granted. The cost is expected to be recognized through 2027 with a weighted average amortization period of years.

- years, assuming continued employment, with some exceptions. Vesting of the awards is contingent upon meeting certain service conditions and may also be contingent upon meeting certain performance and/or market conditions. The fair market value of the award at the time of the grant is amortized to expense over the requisite service period of the award, which is

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Granted

Vested

()

Forfeited

()

Unvested at December 31, 2023

The weighted average per share grant-date fair values of restricted units granted during 2022 and 2021 were $ and $, respectively. The total fair value of shares vested during 2023, 2022 and 2021 was $ million, $ million and $ million, respectively.

As of December 31, 2023, there was $ million of total unrecognized compensation cost related to unvested restricted stock unit awards. The cost is expected to be recognized through 2027 with a weighted average amortization period of years.

Employee Stock Purchase Plans

Qualifying employees are eligible to participate in an employee stock purchase plan sponsored by the company. Shares may be purchased under the program at % of the fair market value at the end of the purchase period and the shares purchased are not subject to a holding period. Shares are purchased through payroll deductions of up to % of each participating employee’s qualifying gross wages. The company issued million, million and million shares, respectively, of its common stock in 2023, 2022 and 2021 under the employee stock purchase plan.

Note 7.

million, $ million and $ million, respectively, related to its defined contribution plans.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contributions to the plans included in the following table are estimated at between $ million and $ million for 2024.

$ $ $

Change in projected benefit obligations

Projected benefit obligation at beginning of year

$ $ $ $

Acquisitions

Service costs

Interest costs

Settlements

()()

Plan participants' contributions

Actuarial (gains) losses

() ()

Benefits paid

()()()()

Currency translation and other

()

Projected benefit obligation at end of year

$ $ $ $

Change in fair value of plan assets

Fair value of plan assets at beginning of year

$ $ $ $ Acquisitions

Actual return on plan assets

() ()

Employer contributions

Settlements

()()

Plan participants' contributions

Benefits paid

()()()()

Currency translation and other

()Fair value of plan assets at end of year$ $ $ $

Funded status

$()$()$()$()

Amounts recognized in balance sheet

Noncurrent assets

$ $ $ $

Current liability

()()()()

Noncurrent liabilities

()()()()

Net amount recognized

$()$()$()$()

Amounts recognized in accumulated other comprehensive items

Net actuarial loss

$ $ $ $

Prior service credits

()()

Net amount recognized

$ $ $ $ For domestic pension plans, actuarial losses experienced in 2023 were driven by decreases in the weighted average discount rates used to determine the projected benefit obligation, as well as differences between actual and expected returns on plan assets for certain portions of plan benefits indexed to asset returns. For non-U.S. pension plans, actuarial losses experienced in 2023 were principally driven by decreases in the weighted average discount rates used to determine the projected benefit obligation.

For domestic pension plans, actuarial gains experienced in 2022 were driven by increases in the weighted average discount rates used to determine the projected benefit obligation, as well as differences between actual and expected returns on plan assets for certain portions of plan benefits indexed to asset returns. For non-U.S. pension plans, actuarial gains experienced in 2022 were principally driven by increases in the weighted average discount rates used to determine the projected benefit obligation.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

% % % %

Interest crediting rate for cash balance plans

% % % %

Average rate of increase in employee compensation

N/AN/A % %

The actuarial assumptions used to compute the net periodic pension benefit cost (income) are based upon information available as of the beginning of the year, as presented in the following table:


	Domestic pension benefits						Non-U.S. pension benefits
	2023		2022		2021		2023		2022		2021
Weighted average assumptions used to determine net benefit cost (income)
Discount rate - service cost	N/A		N/A		N/A			%		%		%
Discount rate - interest cost		%		%		%		%		%		%
Average rate of increase in employee compensation	N/A		N/A		N/A			%		%		%
Expected long-term rate of return on assets		%		%		%		%		%		%

Fair value of plan assets

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair value of plan assets

The measurement date used to determine benefit information is December 31 for all plan assets and benefit obligations.

$ $ $ $ $

Interest cost on benefit obligation

Expected return on plan assets

()()()()()()

Amortization of actuarial net loss

Amortization of prior service cost (benefit)

()()

Settlement/curtailment loss (gain)

()

Net periodic benefit cost (income)

$()$()$()$ $ $

Expected benefit payments are estimated using the same assumptions used in determining the company’s benefit obligation at December 31, 2023. Benefit payments will depend on future employment and compensation levels, average years employed and average life spans, among other factors, and changes in any of these factors could significantly affect these estimated future benefit payments. $ 2025 2026 2027 2028 2029-2033

% to funds investing in U.S. equities, approximately % to funds investing in international equities and approximately % to funds investing in fixed income securities. The portfolio maintains enough liquidity at all times to meet the near-term benefit payments.

Non-U.S. Pension Plan Assets

The company maintains specific plan assets for many of the individual pension plans outside the U.S. The investment strategy of each plan has been uniquely established based on the country specific standards and characteristics of the plans. Several of the plans have contracts with insurance companies whereby the market risks of the benefit obligations are borne by the insurance companies. When assets are held directly in investments, generally the objective is to invest in a portfolio of diversified assets with a variety of fund managers. The investments may include equity funds, fixed income funds, hedge funds,

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

% - % for equity funds, % - % for fixed income funds, % - % for multi-asset funds, % - % for alternative investments, % - % for real estate funds and % - % for funds holding derivatives. The derivatives held by the funds are primarily interest rate swaps intended to match the movements in the plan liabilities. Each plan maintains enough liquidity at all times to meet the near-term benefit payments. $ $ $ $

International equity funds

Fixed income funds

Money market funds

Total domestic pension plans

$ $ $ $ $

Non-U.S. pension plan assets

Equity funds

$ $ $ $ $

Fixed income funds

Multi-asset funds

Derivative funds

Alternative investments

Insurance contracts

Real estate funds

Cash / money market funds

Total non-U.S. pension plans

$ $ $ $ $ (a) Investments measured at the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.


	December 31,	Quoted prices in active markets	Significant other observable inputs	Significant unobservable inputs	Not subject to leveling (a)
(In millions)	2022	(Level 1)	(Level 2)	(Level 3)
Domestic pension plan assets
U.S. equity funds	$	$	$	$	$
International equity funds
Fixed income funds

Money market funds
Total domestic pension plans	$	$	$	$	$
Non-U.S. pension plan assets
Equity funds	$	$	$	$	$
Fixed income funds

Multi-asset funds
Derivative funds

Insurance contracts
Cash / money market funds
Total non-U.S. pension plans	$	$	$	$	$
(a) Investments measured at the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8.

$ $ Non-U.S.

Income before income taxes

$ $ $ $ $ Non-U.S. State Deferred income tax provision (benefit)Federal$()$()$()Non-U.S.()()()State()()() ()()()

Provision for income taxes

$ $ $ % % %

Provision for income taxes at statutory rate

$ $ $

Increases (decreases) resulting from:

Foreign rate differential

()()()

Income tax credits

()()()

Global intangible low-taxed income

Foreign-derived intangible income

()()()

Excess tax benefits from stock options and restricted stock units

()()()

Provision for (reversal of) tax reserves, net

()()

Intra-entity transfers

()()()

Foreign exchange loss on inter-company debt refinancing

()

Provision for (reversal of) valuation allowances, net

()

Withholding taxes

Tax return reassessments and settlements

()() State income taxes, net of federal tax

Other, net

()()

Provision for income taxes

$ $ $

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million in jurisdictions where the deferred tax assets are now expected to be realized. In 2023 the company also recorded a tax benefit of $ million for U.S. tax credits and the revaluation of net operating loss carryforwards due to higher tax rates as a result of its tax return resubmissions, a $ million tax benefit, net of related tax expenses, from a foreign exchange loss on an intercompany debt refinancing transaction, and $ million of tax benefits resulting from intra-entity transactions.

During 2022, the company settled an IRS audit relating to the 2017 and 2018 tax years. The company recorded a $ million net tax benefit primarily from this settlement and related impacts, which resulted in a decrease in the company’s unrecognized tax benefits of $ million. The company recorded $ million of charges for expired tax credits and other related components of the settlement. The company recorded a charge of $ million to establish a valuation allowance against certain U.S. foreign tax credits which the company believes will more likely than not expire unutilized. The company also recorded $ million of additional net unrecognized tax benefit liabilities related to other tax audits.

During 2021, the company recorded a $ million income tax benefit related to the deferred tax implications of an intra-entity transfer of assets. Also in 2021, the company recorded a $ million income tax benefit related to a capital loss resulting from certain intra-entity transactions.

The company generally receives a tax deduction upon the exercise of non-qualified stock options by employees, or the vesting of restricted stock units held by employees, for the difference between the exercise price and the market price of the underlying common stock on the date of exercise. The company uses the incremental tax benefit approach for utilization of tax attributes. These excess tax benefits reduce the tax provision. In 2023, 2022 and 2021, the company's tax provision was reduced by $ million, $ million and $ million, respectively, of such benefits.

)$()

Net operating loss and credit carryforwards

Reserves and accruals

Accrued compensation

Inventory basis difference

Deferred interest

Research and development and other capitalized costs

Unrealized (gains) losses on hedging instruments

()()

Other, net

Deferred tax assets/(liabilities), net before valuation allowance

()

Less: Valuation allowance

Deferred tax assets/(liabilities), net

$()$()

The company estimates the degree to which tax assets, losses and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction and provides a valuation allowance for tax assets and loss and credit carryforwards that it believes will more likely than not expire unutilized. At December 31, 2023, all of the company’s valuation allowance relates to deferred tax assets, primarily net operating losses and disallowed interest expense carryforward, for which any subsequently recognized tax benefits will reduce income tax expense.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $

Additions (reductions) charged to income tax provision, net

()

Additions due to acquisitions

Currency translation and other

()()Ending balance$ $ $

At December 31, 2023, the company had net federal, state and non-U.S. net operating loss carryforwards of $ million, $ million and $ billion, respectively. Use of the carryforwards is limited based on the future income of certain subsidiaries. Of the federal net operating loss carryforwards, $ million expire in the years 2024 through 2037, and the remainder do not expire. Of the state net operating loss carryforwards, $ million expire in the years 2024 through 2042, and the remainder do not expire. Of the net non-U.S. net operating loss carryforwards, $ million expire in the years 2026 through 2043, and the remainder do not expire.

At December 31, 2023, the company had foreign tax credit carryforwards of $ million and deferred interest carryforwards of $ million. The foreign tax credit carryforwards will expire in the years 2025 through 2032. Of the deferred interest carryforwards, $ million expire in the years 2025 through 2033 and the remainder do not expire.

U.S. federal taxes have been recorded on approximately $ billion of undistributed foreign earnings as of December 31, 2023. A provision has not been made for certain U.S. state income taxes or additional non-U.S. taxes that would be due when cash is repatriated to the U.S. as the company’s undistributed foreign earnings are intended to be reinvested outside of the U.S. indefinitely. The determination of the amount of the unrecognized deferred tax liability related to the undistributed foreign earnings is not practicable due to the uncertainty in the manner in which these earnings will be distributed. The company’s intent is to only make distributions from non-U.S. subsidiaries in the future when they can be made at no net tax cost.

Unrecognized Tax Benefits

As of December 31, 2023, the company had $ billion of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate.

$ $

Additions due to acquisitions

Additions for tax positions of current year

Additions for tax positions of prior years

Reductions for tax positions of prior years

()()()

Closure of tax years

()()()

Settlements

()()()

Ending balance

$ $ $

Substantially all of the unrecognized tax benefits are classified as long-term liabilities. The company does not expect its unrecognized tax benefits to change significantly over the next twelve months.

During 2023, the company’s unrecognized tax benefits decreased by $ million as a result of uncertain tax positions relating to foreign tax positions and decreased $ million relating to U.S. federal and state tax positions.

During 2022, the company’s unrecognized tax benefits increased by $ million as a result of uncertain tax positions relating to foreign tax positions and decreased $ million relating to U.S. federal and state tax positions which included $ million from the settlement of the IRS audit of the 2017 and 2018 tax years. The company also assumed $ million of uncertain tax benefits as part of the acquisition of PPD.

During 2021, the company’s unrecognized tax benefits increased by $ million as a result of uncertain tax positions relating to foreign tax positions and decreased $ million relating to U.S. federal and state tax positions. The company also assumed $ million of uncertain tax benefits as part of the acquisition of PPD.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million and $ million, respectively.

The company conducts business globally and, as a result, Thermo Fisher or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Canada, China, Denmark, Finland, France, Germany, Japan, Singapore, Sweden, the United Kingdom and the United States. With few exceptions, the company is no longer subject to U.S. state and local or non-U.S. income tax examinations for years before 2012 and no longer subject to U.S. federal income tax examinations for years before 2019.

Note 9.

$ $

Basic weighted average shares

Plus effect of: stock options and restricted stock units

Diluted weighted average shares

Basic earnings per share

$ $ $

Diluted earnings per share

$ $ $

Antidilutive stock options excluded from diluted weighted average shares

Note 10.

Floating Rate (SOFR + %) -Year Senior Notes, Due 4/18/2023

Floating Rate (SOFR + %) -Year Senior Notes, Due 10/18/2023

% -Year Senior Notes, Due 10/18/2023

Floating Rate (EURIBOR + %) -Year Senior Notes Due 11/18/2023 (euro-denominated)

% -Year Senior Notes Due 11/18/2023 (euro-denominated)

% -Year Senior Notes, Due 9/12/2024 (euro-denominated)

Floating Rate (SOFR + %) -Year Senior Notes, Due 10/18/2024

% -Year Senior Notes, Due 10/18/2024

% -Year Senior Notes, Due 3/1/2025 (euro-denominated)

% -Year Senior Notes, Due 4/15/2025 (euro-denominated)

% -Year Senior Notes, Due 10/20/2025 (yen-denominated)

% -Year Senior Notes Due 11/18/2025 (euro-denominated)

% -Year Senior Notes, Due 1/21/2026 (euro-denominated)

% -Year Senior Notes, Due 1/23/2026 (euro-denominated)

% -Year Senior Notes, Due 8/10/2026

% -Year Senior Notes due 12/5/2026

% -Year Senior Notes, Due 3/16/2027 (euro-denominated)

% -Year Senior Notes, Due 4/15/2027 (euro-denominated)

% -Year Senior Notes, Due 10/20/2027 (yen-denominated)

% -Year Senior Notes, Due 11/21/2027

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

% -Year Senior Notes, Due 3/1/2028 (euro-denominated) %

% -Year Senior Notes, Due 9/6/2028 (yen-denominated)

% -Year Senior Notes, Due 9/12/2028 (euro-denominated)

% -Year Senior Notes, Due 10/15/2028

% -Year Senior Notes due 1/31/2029

% -Year Senior Notes, Due 7/24/2029 (euro-denominated)

% -Year Senior Notes, Due 10/1/2029

% -Year Senior Notes, Due 10/19/2029 (yen-denominated)

% -Year Senior Notes, Due 8/10/2030

% -Year Senior Notes, Due 10/18/2030 (euro-denominated)

% -Year Senior Notes, Due 10/1/2031 (euro-denominated)

% -Year Senior Notes, Due 10/15/2031

% -Year Senior Notes, Due 4/15/2032 (euro-denominated)

% -Year Senior Notes, Due 10/20/2032 (yen-denominated)

% -Year Senior Notes, Due 11/21/2032

% -Year Senior Notes, Due 8/10/2033

% -Year Senior Notes, Due 10/18/2033 (euro-denominated)

% -Year Senior Notes due 1/31/2034

% -Year Senior Notes, Due 11/21/2034 (euro-denominated)

% -Year Senior Notes, due 9/6/2035 (yen-denominated)

% -Year Senior Notes, Due 7/24/2037 (euro-denominated)

% -Year Senior Notes, Due 10/1/2039 (euro-denominated)

% -Year Senior Notes, Due 10/15/2041

% -Year Senior Notes, Due 10/18/2041 (euro-denominated)

% -Year Senior Notes, Due 10/20/2042 (yen-denominated)

% -Year Senior Notes, due 8/10/2043

% -Year Senior Notes, due 9/6/2043 (yen-denominated)

% -Year Senior Notes, Due 2/1/2044

% -Year Senior Notes, Due 8/15/2047

% -Year Senior Notes, Due 10/1/2049 (euro-denominated)

% -Year Senior Notes, Due 10/18/2051 (euro-denominated)

% -Year Senior Notes, Due 10/18/2052 (yen-denominated)

% Other

Total borrowings at par value

Unamortized discount

()()

Unamortized debt issuance costs

()()

Total borrowings at carrying value

Finance lease liabilities

Less: Short-term obligations and current maturities

Long-term obligations$ $

SOFR - Secured Overnight Financing Rate

EURIBOR - Euro Interbank Offered Rate

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ 2025 2026 2027 2028 2029 and thereafter $ $

In addition to available borrowings under the company’s revolving credit agreements, discussed below, the company had unused lines of credit of $ million as of December 31, 2023. These unused lines of credit generally provide for short-term unsecured borrowings at various interest rates.

Credit Facilities

The company has a revolving credit facility (the Facility) with a bank group that provides for up to $ billion of unsecured multi-currency revolving credit. The Facility expires on January 7, 2027. The revolving credit agreement calls for interest at either a Term SOFR, a EURIBOR-based rate (for funds drawn in euro) or a rate based on the prime lending rate of the agent bank, at the company’s option. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type. The covenants in the Facility include a Consolidated Net Interest Coverage Ratio (Consolidated EBITDA to Consolidated Net Interest Expense), as such terms are defined in the Facility. Specifically, the company has agreed that, so long as any lender has any commitment under the Facility, any letter of credit is outstanding under the Facility, or any loan or other obligation is outstanding under the Facility, it will maintain a minimum Consolidated Net Interest Coverage Ratio of :1.0 as of the last day of any fiscal quarter. As of December 31, 2023, borrowings were outstanding under the Facility, although available capacity was reduced by immaterial outstanding letters of credit.

Commercial Paper Programs

The company has commercial paper programs pursuant to which it may issue and sell unsecured, short-term promissory notes (CP Notes). Under the U.S. program, a) maturities may not exceed days from the date of issue and b) the CP Notes are issued on a private placement basis under customary terms in the commercial paper market and are not redeemable prior to maturity nor subject to voluntary prepayment. Under the euro program, maturities may not exceed days and may be denominated in euro, U.S. dollars, Japanese yen, British pounds sterling, Swiss franc, Canadian dollars or other currencies. Under both programs, the CP Notes are issued at a discount from par (or premium to par, in the case of negative interest rates), or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis.

Senior Notes

Interest is payable quarterly on the floating rate senior notes, annually on the euro-denominated fixed rate senior notes and semi-annually on all other senior notes. Each of the U.S. dollar, euro-denominated fixed rate senior notes and yen-denominated private placement notes may be redeemed at a redemption price of % of the principal amount plus a specified make-whole premium and accrued interest, together with swap breakage costs payable to holders of yen-denominated private placement notes who have entered into cross-currency swap agreements. The company is subject to certain affirmative and negative covenants under the indentures and note purchase agreement governing the senior notes, the most restrictive of which limits the ability of the company to pledge certain property and assets as security under borrowing arrangements. The company was in compliance with all covenants at December 31, 2023.

In 2022 the company completed the full allocation of an amount equal to the net proceeds from the % senior notes due 2025 to finance or refinance, in whole or in part, certain COVID-19 response projects.

In 2022, the company redeemed all of its % Senior Notes due 2025. In connection with the redemption, the company incurred $ million of losses on the early extinguishment of debt included in other income/(expense) on the accompanying statement of income.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million of losses on the early extinguishment of debt included in other income/(expense) on the accompanying statement of income. Upon redemption of the senior notes, the company terminated the related fixed to floating rate interest rate swap arrangements and received $ million, included in other financing activities, net, in the accompanying statement of cash flows.

Thermo Fisher Scientific (Finance I) B.V. (Thermo Fisher International), a wholly-owned finance subsidiary of the company, issued each of the following notes outstanding as of December 31, 2023, included in the table above (collectively, the “Euronotes”) in registered public offerings: the % Senior Notes due 2025, the % Senior Notes due 2030, the % Senior Notes due 2033, the % Senior Notes due 2041, and the % Senior Notes due 2051. The company has fully and unconditionally guaranteed all of Thermo Fisher International’s obligations under the Euronotes and all of Thermo Fisher International’s other debt securities, and no other subsidiary of the company will guarantee these obligations. Thermo Fisher International is a “finance subsidiary” as defined in Rule 13-01(a)(4)(vi) of the Exchange Act, with no assets or operations other than those related to the issuance, administration and repayment of the Euronotes and other debt securities issued by Thermo Fisher International from time to time. The financial condition, results of operations and cash flows of Thermo Fisher International are consolidated in the financial statements of the company.

Note 11.

month and years, and some include options to extend (generally for to years) or have options to terminate the arrangement within year.

The company has guaranteed the residual value of leased operating facilities with lease terms ending in 2024, 2025 and 2028. The company has agreed with the lessor to comply with certain financial covenants consistent with its other debt arrangements (Note 10). The aggregate maximum guarantee under these lease arrangements is $ million. Operating lease ROU assets and lease liabilities for these lease arrangements are recorded on the consolidated balance sheet as of December 31, 2023, but exclude any amounts for residual value guarantees.

$ $

Variable lease costs

Statement of cash flowsCash used in operating activities for payments of amounts included in the measurement of operating lease liabilities$ $ $ Operating lease ROU assets obtained in exchange for new operating lease liabilities Balance sheetROU assets - included in other assets$ $ Operating lease liabilities - included in other accrued expenses Operating lease liabilities - included in other long-term liabilities Weighted average at end of yearRemaining operating lease term years yearsDiscount rate % %

Lease costs arising from finance leases, short-term leases, and sublease income are not material. See Note 10 for additional information relating to finance leases.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2025 2026 2027 2028 2029 and thereafter Total lease payments

Less: imputed interest

Total operating lease liability$

As a lessor, operating leases, sales-type leases and direct financing leases are not material.

Note 12.

billion at December 31, 2023, the majority of which are expected to be settled during 2024.

Letters of Credit, Guarantees and Other Commitments

Outstanding letters of credit and bank guarantees totaled $ million at December 31, 2023. Substantially all of these letters of credit and guarantees expire before 2040.

Outstanding surety bonds and other guarantees totaled $ million at December 31, 2023. The expiration of these bonds and guarantees ranges through 2025.

The letters of credit, bank guarantees and surety bonds principally secure performance obligations, and allow the holder to draw funds up to the face amount of the letter of credit, bank guarantee or surety bond if the applicable business unit does not perform as contractually required.

The company has funding commitments totaling $ million at December 31, 2023, related to investments.

The company is a guarantor of pension plan obligations of a divested business. The purchaser of the divested business has agreed to pay for the pension benefits, however the company was required to guarantee payment of these pension benefits should the purchaser fail to do so. The amount of the guarantee at December 31, 2023 was $ million.

In connection with the sale of businesses of the company, the buyers have assumed certain contractual obligations of such businesses and have agreed to indemnify the company with respect to those assumed liabilities. In the event a third-party to a transferred contract does not recognize the transfer of obligations or a buyer defaults on its obligations under the transferred contract, the company could be liable to the third-party for such obligations. However, in such event, the company would be entitled to seek indemnification from the buyer.

Indemnifications

In conjunction with certain transactions, primarily divestitures, the company has agreed to indemnify the other parties with respect to certain liabilities related to the businesses that were sold or leased properties that were abandoned (e.g., retention of certain environmental, tax, employee and product liabilities). The scope and duration of such indemnity obligations vary from transaction to transaction. Where probable, an obligation for such indemnifications is recorded as a liability. Generally, a maximum obligation cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, historically the company has not made significant payments for these indemnifications.

In connection with the company’s efforts to reduce the number of facilities that it occupies, the company has vacated some of its leased facilities or sublet them to third parties. When the company sublets a facility to a third-party, it remains the primary obligor under the master lease agreement with the owner of the facility. As a result, if a third-party vacates the sublet facility,

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million. While management believes the accruals for environmental remediation are adequate based on current estimates of remediation costs, the company may be subject to additional remedial or compliance costs due to future events such as changes in existing laws and regulations, changes in agency direction or enforcement policies, developments in remediation technologies or changes in the conduct of the company’s operations, which could have a material adverse effect on the company’s financial position, results of operations and cash flows.

Litigation and Related Contingencies

The company is involved in various disputes, governmental and/or regulatory inspections, inquiries, investigations and proceedings, and litigation matters that arise from time to time in the ordinary course of business. The disputes and litigation matters include product liability, intellectual property, employment and commercial issues. The company determines the probability and range of possible loss based on the current status of each of these matters. A liability is recorded in the financial statements if it is believed to be probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The company establishes a liability that is an estimate of amounts expected to be paid in the future for events that have already occurred. The company accrues the most likely amount or at least the minimum of the range of probable loss when a range of probable loss can be estimated. The accrued liabilities are based on management’s judgment as to the probability of losses for asserted and unasserted claims and, where applicable, actuarially determined estimates. Accrual estimates are adjusted as additional information becomes known or payments are made. The amount of ultimate loss may differ from these estimates. Due to the inherent uncertainties associated with pending litigation or claims, the company cannot predict the outcome, nor, with respect to certain pending litigation or claims where no liability has been accrued, make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome. The company has no material accruals for pending litigation or claims for which accrual amounts are not disclosed below, nor are material losses deemed probable for such matters. It is reasonably possible, however, that an unfavorable outcome that exceeds the company’s current accrual estimate, if any, for one or more of the matters described below could have a material adverse effect on the company’s results of operations, financial position and cash flows.

Product Liability, Workers Compensation and Other Personal Injury Matters

The company is involved in various proceedings and litigation that arise from time to time in connection with product liability, workers compensation and other personal injury matters. The range of probable loss for product liability, workers compensation and other personal injury matters of the company’s continuing operations at December 31, 2023, was approximately $ million to $ million. The company’s accrual for these matters totaled $ million at December 31, 2023. The accrual includes estimated defense costs and is gross of estimated amounts due from insurers of $ million at December 31, 2023 that are included in other assets in the accompanying balance sheet. In addition, as of December 31, 2023, the company had a product liability accrual of $ million relating to divested businesses.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13.

)$()$()$()

Other comprehensive income/(loss) before reclassifications

() ()()

Amounts reclassified from accumulated other comprehensive income/(loss)

Net other comprehensive income/(loss)

() ()()Balance at December 31, 2023$()$()$()$()

Shareholders’ Equity

At December 31, 2023, the company had reserved million unissued shares of its common stock for possible issuance under stock-based compensation plans.

Early in the first quarter of 2024, the company repurchased $ billion of the company's common stock ( million shares).

Note 14.

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $ $ Bank time deposits

Investments

Insurance contracts

Derivative contracts

Total assets

$ $ $ $

Liabilities

Derivative contracts

$ $ $ $

Contingent consideration

Total liabilities

$ $ $ $

December 31,

Quoted
prices in
active
markets

Significant
other
observable
inputs

Significant
unobservable
inputs

Assets

Cash equivalents

Investments

Warrants

Insurance contracts

Derivative contracts

Total assets

Liabilities

Derivative contracts

Contingent consideration

Total liabilities

The company uses the Black-Scholes model to value its warrants. The company determines the fair value of its insurance contracts by obtaining the cash surrender value of the contracts from the issuer. The fair value of derivative contracts is the estimated amount that the company would receive/pay upon liquidation of the contracts, taking into account the change in interest rates and currency exchange rates. The company initially measures the fair value of acquisition-related contingent consideration based on amounts expected to be transferred (probability-weighted) discounted to present value. Changes to the fair value of contingent consideration are recorded in selling, general and administrative expense.

Acquisitions (including assumed balances)

()

Payments

()()

Changes in fair value included in earnings

()()

Ending balance

$ $

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ Cross-currency interest rate swaps designated as net investment hedge - Japanese yen Cross-currency interest rate swaps designated as net investment hedge - Swiss franc

Currency exchange contracts

$ $ $

Derivatives not designated as hedging instruments

Currency exchange contracts (b)

Total derivatives

$ $ $ $

(a)The fair value of the cross-currency interest rate swaps is included in the accompanying balance sheet under the caption other assets or other long-term liabilities.

$ $

Derivatives designated as hedging instruments - included in other income/(expense)

()

Interest rate swaps

Hedged long-term obligations - included in other income/(expense)

Derivatives designated as hedging instruments - included in other income/(expense)

()

Derivatives designated as cash flow hedges

Interest rate swaps

Amount reclassified from accumulated other comprehensive items to interest expense

() Amount reclassified from accumulated other comprehensive items to other income/(expense)()()()

Financial instruments designated as net investment hedges

Foreign currency-denominated debt and other payables

Included in currency translation adjustment within other comprehensive items

()

Cross-currency interest rate swaps

Included in currency translation adjustment within other comprehensive items

()

Included in interest expense

Derivatives not designated as hedging instruments

Currency exchange contracts

Included in cost of product revenues

Included in other income/(expense)

()

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million from accumulated other comprehensive income/(loss) to other income/(expense).

Fair Value of Other Financial Instruments

$ $ $

Commercial paper

Other

$ $ $ $

Note 15.

$ $

Income taxes

Non-cash investing and financing activities

Acquired but unpaid property, plant and equipment

Fair value of equity awards exchanged Fair value of acquisition contingent consideration Finance lease ROU assets obtained in exchange for new finance lease liabilities

Declared but unpaid dividends

Issuance of stock upon vesting of restricted stock units

Excise tax from stock repurchases

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ Restricted cash included in other current assets Restricted cash included in other assets Cash, cash equivalents and restricted cash$ $

Note 16.

% of the company’s workforce.

Restructuring and other costs in 2022 primarily included impairment of long-lived assets and continuing charges for headcount reductions and facility consolidations in an effort to streamline operations. In 2022, severance actions associated with facility consolidations and cost reduction measures affected less than % of the company’s workforce.

Restructuring and other costs in 2021 primarily included charges for impairments of an acquired technology asset and a tradename asset, and, to a lesser extent, compensation due to employees at acquired businesses on the date of acquisition. In 2021, severance actions associated with facility consolidations and cost reduction measures affected less than % of the company’s workforce.

As of February 22, 2024, the company has identified restructuring actions that will result in additional charges of approximately $ million, primarily in 2024, and expects to identify additional actions in future periods which will be recorded when specified criteria are met, such as communication of benefit arrangements or when the costs have been incurred.

$ $

Analytical Instruments

Specialty Diagnostics

Laboratory Products and Biopharma Services

Corporate

$ $ $

THERMO FISHER SCIENTIFIC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Net restructuring charges incurred in 2021 (b)

Payments

()

Currency translation

()Balance at December 31, 2021

Net restructuring charges incurred in 2022 (c)

Payments

()Balance at December 31, 2022

Net restructuring charges incurred in 2023 (d) (e)

Payments

()Balance at December 31, 2023$

(a)The movements in the restructuring liability principally consist of severance and other costs associated with facility consolidations.

(b)Excludes $ million of charges, principally $ million for impairments of an acquired technology asset and a tradename asset in the Life Sciences Solutions and Laboratory Products and Biopharma Services segments, principally resulting from a reduction in expected cash flows, and $ million of charges for compensation contractually due to employees of acquired businesses at the date of acquisition in the Life Sciences Solutions and Laboratory Products and Biopharma Services segments.

(c)Excludes $ million of net charges, primarily charges for impairment of long-lived assets in the Specialty Diagnostic segment.

(d)Excludes $ million of net charges, principally $ million of charges for impairment of long-lived assets in the Laboratory Products and Biopharma Services and Life Sciences Solutions segments, $ million of contract termination costs associated with facility closures in the Laboratory Products and Biopharma Services segment, and $ million of net charges for pre-acquisition litigation and other matters in the Laboratory Products and Biopharma Services segment.

(e)Excludes $ million of charges in the Laboratory Products and Biopharma Services segment for impairments of a disposal group that was held for sale beginning in the third quarter of 2023. The loss attributable to Thermo Fisher Scientific Inc. was reduced by $ million attributable to a noncontrolling interest.

The company expects to pay accrued restructuring costs primarily through 2024.

THERMO FISHER SCIENTIFIC INC.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

The company’s management, with the participation of the company’s chief executive officer and chief financial officer, has evaluated the effectiveness of the company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the company’s chief executive officer and chief financial officer concluded that, as of the end of such period, the company’s disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

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, 2023, that have materially affected or are reasonably likely to materially affect the company’s internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

The company’s management, including the company’s chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The company’s management conducted an assessment of the effectiveness of the company’s internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, the company’s management concluded that, as of December 31, 2023, the company’s internal control over financial reporting was effective.

The company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the company’s internal control over financial reporting as of December 31, 2023, as stated in their report that appears on page 30 of this Annual Report on Form 10-K.

Item 9B. Other Information

Amendment and Restatement of By-Laws

On February 21, 2024, the Board of Directors of the company amended and restated the company’s By-Laws, effective immediately, to remove the supermajority voting requirement for amending Article II or Article VI of the By-laws. Specifically, the amendments to the By-laws eliminate Article VI, Section 3 to remove the supermajority voting requirement, and update Article VI, Section 2 to remove the reference to Article VI, Section 3. The foregoing description of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, as amended and restated, a copy of which is attached as Exhibit 3.4 and incorporated by reference herein.

, , our , a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Boxer’s plan is for the exercise of vested stock options and the associated sale of up to shares of company common stock through December 13, 2024. The foregoing exercises or sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 13, 2024., , our , a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Ms. Britt’s plan is for the exercise of vested stock options and the associated sale of up to shares of company common stock through November 11, 2024. The foregoing exercises or sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and November 12, 2024., , our , 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.

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.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information with respect to directors required by this Item will be contained in our Proxy Statement to be filed with the SEC not later than 120 days after the close of business of the fiscal year including under “Corporate governance,” and is incorporated in this report by reference.

The information with respect to executive officers required by this Item is included in Item 1 of Part I of this report.

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

Item 11. Executive Compensation

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

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item will be contained in our Proxy Statement including under “Information about stock ownership,” and is incorporated in this report by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be contained in our Proxy Statement including under “Corporate governance,” and is incorporated in this report by reference.

Item 14. Principal Accountant Fees and Services

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

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

(1) Consolidated Financial Statements (see Index on page 29 of this report)

(2) All schedules are omitted because they are not applicable or not required, or because the required information is included either in the consolidated financial statements or in the notes thereto.

(b) Exhibits


Exhibit Number						Description of Exhibit
2.1						Agreement and Plan of Merger, dated as of April 15, 2021, by and among Thermo Fisher Scientific Inc., Powder Acquisition Corp. and PPD, Inc. (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed April 16, 2021 [File No. 1-8002] and incorporated in this document by reference).
3.1						Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 [File No. 1-8002] and incorporated in this document by reference).
3.2						Amendment to Thermo Fisher Scientific Inc.’s Third Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed November 14, 2006 [File No. 1-8002] and incorporated in this document by reference).
3.3						Certificate of Elimination of the Series B Junior Participating Preferred Stock of the Company, dated November 13, 2015 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed November 16, 2015 [File No. 1-8002] and incorporated in this document by reference).

THERMO FISHER SCIENTIFIC INC.


Exhibit Number						Description of Exhibit
3.4						Amended and Restated By-Laws of the Registrant, as amended and effective as of February 21, 2024
						The Registrant agrees, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, to furnish to the Commission, upon request, a copy of each instrument with respect to long-term debt of the Registrant or its consolidated subsidiaries.
4.1						Indenture dated as of November 20, 2009 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed November 20, 2009 [File No. 1-8002] and incorporated in this document by reference).
4.2						Sixth Supplemental Indenture, dated as of December 11, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed December 11, 2013 [File No. 1-8002] and incorporated in this document by reference).
4.3						Eighth Supplemental Indenture, dated as of November 24, 2014, among the Company, The Bank of New York Mellon Trust Company, N.A., as trustee, and The Bank of New York Mellon, London Branch, as paying agent (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 24, 2014 [File No. 1-8002] and incorporated in this document by reference).
4.4						Thirteenth Supplemental Indenture, dated as of September 12, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed September 12, 2016 [File No. 1-8002] and incorporated in this document by reference).
4.5						Fifteenth Supplemental Indenture, dated as of March 16, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed March 16, 2017 [File No. 1-8002] and incorporated in this document by reference).
4.6						Sixteenth Supplemental Indenture, dated as of July 24, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed July 24, 2017 [File No. 1-8002] and incorporated in this document by reference).
4.7						Seventeenth Supplemental Indenture, dated as of August 14, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed August 14, 2017 [File No. 1-8002] and incorporated in this document by reference).
4.8						Eighteenth Supplemental Indenture, dated as of September 30, 2019, between the Company, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed September 30, 2019 [File No. 1-8002] and incorporated in this document by reference).
4.9						Nineteenth Supplemental Indenture, dated as of October 8, 2019, between the Company, and the Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 8, 2019 [File No. 1-8002] and incorporated in this document by reference).
4.10						Twenty-First Supplemental Indenture, dated as of April 2, 2020, between the Company, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed April 2, 2020 [File No. 1-8002] and incorporated in this document by reference).
4.11						Twenty-Second Supplemental Indenture, dated as of August 23, 2021, between the Company, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed August 23, 2021 [File No. 1-8002] and incorporated in this document by reference).
4.12						Twenty-Third Supplemental Indenture, dated as of October 22, 2021, between the Company, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 22, 2021 [File No. 1-8002] and incorporated in this document by reference).
4.13						Twenty-Fourth Supplemental Indenture, dated as of October 20, 2022, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 20, 2022 [File No. 1-8002] and incorporated in this document by reference).
4.14						Twenty-Fifth Supplemental Indenture, dated as of November 21, 2022, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 21, 2022 [File No. 1-8002] and incorporated in this document by reference).
4.15						Twenty-Sixth Supplemental Indenture, dated as of November 21, 2022, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed November 21, 2022 [File No. 1-8002] and incorporated in this document by reference).
4.16						Twenty-Seventh Supplemental Indenture, dated as of August 10, 2023, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed August 10, 2023 [File No. 1-8002] and incorporated in this document by reference).
4.17						Twenty-Eighth Supplemental Indenture, dated as of December 5, 2023, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K December 5, 2023 [File No. 1-8002] and incorporated in this document by reference).
4.18						Indenture, dated as of August 9, 2016, among Thermo Fisher Scientific (Finance I) B.V. (Thermo Fisher International), as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August 9, 2016 [File No. 1-8002] and incorporated in this document by reference).

THERMO FISHER SCIENTIFIC INC.


Exhibit Number						Description of Exhibit
4.19						Third Supplemental Indenture, dated as of October 18, 2021, among Thermo Fisher International , as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 18, 2021 [File No. 1-8002] and incorporated in this document by reference).
4.20						Fourth Supplemental Indenture, dated as of November 18, 2021, among Thermo Fisher International , as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 18, 2021 [File No. 1-8002] and incorporated in this document by reference).
4.21						Description of the Registrant’s Securities (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.*
10.2						Thermo Electron Corporation Deferred Compensation Plan, effective November 1, 2001 (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2001 [File No. 1-8002] and incorporated in this document by reference).*
10.3						Form of Amended and Restated Indemnification Agreement between the Registrant and its directors and officers (filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-4 [Reg. No. 333-90661] and incorporated in this document by reference).*
10.4						Summary of Thermo Fisher Scientific Inc. Annual Non-Management Director Compensation (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 24, 2022 [File No. 1-8002] and incorporated in this document by reference).*
10.5						Form of Noncompetition Agreement between the Registrant and certain key employees and executive officers, effective as of January 1, 2009 (filed as Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.6						Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc. (filed as Exhibit 10.12 to Fisher Scientific International Inc.’s Annual Report on Form 10-K for the year ended December 31, 1992 [File No. 1-10920] and incorporated in this document by reference).*
10.7						First Amendment to the Fisher Scientific International Inc. Retirement Plan for Non-Employee Directors (filed as Exhibit 10.04 to Fisher Scientific International Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 [File No. 1-10920] and incorporated in this document by reference).*
10.8						Amendment to Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc. (filed as Exhibit 10.02 to Fisher Scientific International Inc.’s Current Report on Form 8-K filed March 7, 2006 [File No. 1-10920] and incorporated in this document by reference).*
10.9						Thermo Fisher Scientific Inc. Amended and Restated 2005 Deferred Compensation Plan, effective January 1, 2020 (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2020 [File No. 1-8002] and incorporated in this document by reference).*
10.10						2009 Restatement of Executive Severance Agreement, between Marc N. Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.11						Executive Change In Control Retention Agreement, between Marc N. Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.12						Noncompetition Agreement, between Marc N. Casper and the Registrant, dated November 21, 2009 (filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed November 25, 2009 [File No. 1-8002] and incorporated in this document by reference).*
10.13						Amendment No. 1 to 2009 Restatement of Executive Severance Agreement, dated February 25, 2010, between the Registrant and Marc N. Casper (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed February 25, 2010 [File No. 1-8002] and incorporated in this document by reference).*
10.14						Amendment No. 2 to 2009 Restatement of Executive Severance Agreement, dated November 30, 2010, between the Registrant and Marc N. Casper (filed as Exhibit 10.55 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 [File No. 1-8002] and incorporated in this document by reference).*
10.15						Amendment No. 1 to Executive Change In Control Retention Agreement, dated November 30, 2010, between Marc N. Casper and the Registrant (filed as Exhibit 10.56 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 [File No. 1-8002] and incorporated in this document by reference).*
10.16						Amendment No. 2 to Executive Change in Control Retention Agreement, dated March 16, 2018, between Marc N. Casper and the Registrant (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 [File No. 1-8002] and incorporated in this document by reference).*
10.17						Form of Executive Change in Control Retention Agreement for Officers (other than Marc N. Casper) (filed as Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended April 1, 2023 [File No. 1-8002] and incorporated in this document by reference).*
10.18						Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement for Directors (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2011 [File No. 1-8002] and incorporated in this document by reference).*

THERMO FISHER SCIENTIFIC INC.


Exhibit Number						Description of Exhibit
10.19						Thermo Fisher Scientific Inc. Amended and Restated 2013 Stock Incentive Plan (filed as Exhibit 99.1 to the Registrant’s Form S-8 filed on May 24, 2023 [File No. 333-272173] and incorporated in this document by reference).*
10.20						Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement for Officers (filed as Exhibit 10.44 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 [File No. 1-8002] and incorporated in this document by reference).*
10.21						Patheon N.V. 2016 Omnibus Incentive Plan (filed as Exhibit 10.2 to the Current Report on Form 8-K filed by Patheon N.V. on July 26, 2016 [File No. 001-37837] and incorporated in this document by reference).*
10.22						Amendment to Patheon N.V. 2016 Omnibus Incentive Plan, dated March 7, 2017 (filed as Exhibit 4.5 to the Registrant's Registration Statement on Form S-8 filed August 29, 2017 [File No. 1-8002] and incorporated in this document by reference).*
10.23						Amendment to Patheon N.V. 2016 Omnibus Incentive Plan, dated August 23, 2017 (filed as Exhibit 4.6 to the Registrant's Registration Statement on Form S-8 filed August 29, 2017 [File No. 1-8002] and incorporated in this document by reference).*
10.24						Credit Agreement, dated January 7, 2022, among Thermo Fisher Scientific Inc., certain Subsidiaries of Thermo Fisher Scientific Inc. from time to time party thereto, Bank of America, N.A., as Administrative Agent and each lender from time to time party thereto (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed January 7, 2022 [File No. 1-8002] and incorporated in this document by reference).
10.25						Letter Agreement between the Registrant and Michel Lagarde dated August 28, 2017 (filed as Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.26						Option Agreement Under the Patheon N.V. 2016 Omnibus Incentive Plan between Patheon N.V. and Michel Lagarde dated July 20, 2016 (filed as Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.27						Option Agreement Under the Patheon N.V. 2016 Omnibus Incentive Plan between Patheon N.V. and Michel Lagarde dated March 23, 2017 (filed as Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.28						Thermo Fisher Scientific Inc. Executive Severance Policy (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.29						Form of Noncompetition Agreement between the Registrant and certain key employees and executive officers (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.30						Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement effective as of February 25, 2020 (filed as Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.31						Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement effective as of February 25, 2020 (filed as Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.32						Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement for Officers effective as of February 25, 2020 (filed as Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.33						Form of Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective as of February 25, 2020 (filed as Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.34						Form of Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective as of February 25, 2020 (filed as Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.35						Form of Nonstatutory Stock Option Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective as of February 25, 2020 (filed as Exhibit 10.50 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No. 1-8002] and incorporated in this document by reference).*
10.36						Form of Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper (filed as Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 [File No. 1-8002] and incorporated in this document by reference).*
10.37						Form of Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper (filed as Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 [File No. 1-8002] and incorporated in this document by reference).*
10.38						Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement (filed as Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 [File No. 1-8002] and incorporated in this document by reference).*
10.39						PPD, Inc. 2020 Omnibus Incentive Plan (filed as Exhibit 10.38 to PPD Inc.’s Form S-1/A filed January 27, 2020 [File No. 333-235860] and incorporated in this document by reference).*

THERMO FISHER SCIENTIFIC INC.


Exhibit Number						Description of Exhibit
10.40						Amendment to Nonstatutory Stock Option Agreements between Thermo Fisher Scientific Inc. and Marc N. Casper (filed as Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 [File No. 1-8002] and incorporated in this document by reference).*
10.41						Amendment to Restricted Stock Unit Agreements between Thermo Fisher Scientific Inc. and Marc N. Casper (filed as Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 [File No. 1-8002] and incorporated in this document by reference).*
10.42						Amendment to Performance Restricted Stock Unit Agreements between Thermo Fisher Scientific Inc. and Marc N. Casper (filed as Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 [File No. 1-8002] and incorporated in this document by reference).*
10.43						Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement effective as of February 22, 2023 (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2023 [File No. 1-8002] and incorporated in this document by reference).*
10.44						Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2023 [File No. 1-8002] and incorporated in this document by reference).*
10.45						Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2023 [File No. 1-8002] and incorporated in this document by reference).*
10.46						Form of Nonstatutory Stock Option Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective as of February 22, 2023 (filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2023 [File No. 1-8002] and incorporated in this document by reference).*
10.47						Form of Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2023 [File No. 1-8002] and incorporated in this document by reference).*
10.48						Form of Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2023 [File No. 1-8002] and incorporated in this document by reference).*
10.49						Thermo Fisher Scientific Inc. Deferred Compensation Plan, as amended and r estated January 1, 2024.*
21						Subsidiaries of the Registrant.
22						Subsidiary Issuer of Guaranteed Securities.
23.1						Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm.
31.1						Certification of Chief Executive Officer required by Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certification of Chief Executive Officer required by Exchange Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2						Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
97						Clawback Policy
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Calculation Linkbase Document.
101.DEF						XBRL Taxonomy Definition Linkbase Document.
101.LAB						XBRL Taxonomy Label Linkbase Document.
101.PRE						XBRL Taxonomy Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

_______________________

*Indicates management contract or compensatory plan, contract or arrangement.

** Certification is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference.

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date:	February 22, 2024	THERMO FISHER SCIENTIFIC INC.


		By:	/s/ Marc N. Casper
			Marc N. Casper
			Chairman, President and Chief Executive Officer

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 22, 2024.

By:

/s/ Marc N. Casper

By:

/s/ Jennifer M. Johnson

Marc N. Casper

Jennifer M. Johnson

Chairman, President and Chief Executive Officer

Director

(Principal Executive Officer)

By:

/s/ Stephen Williamson

By:

/s/ R. Alexandra Keith

Stephen Williamson

R. Alexandra Keith

Senior Vice President and Chief Financial Officer

Director

(Principal Financial Officer)

By:

/s/ Joseph R. Holmes

By:

/s/ James C. Mullen

Joseph R. Holmes

James C. Mullen

Vice President and Chief Accounting Officer

Director

(Principal Accounting Officer)

By:

/s/ Nelson J. Chai

By:

/s/ Lars R. Sørensen

Nelson J. Chai

Lars R. Sørensen

Director

By:

/s/ Ruby R. Chandy

By:

/s/ Debora L. Spar

Ruby R. Chandy

Debora L. Spar

Director

By:

/s/ C. Martin Harris

By:

/s/ Scott M. Sperling

C. Martin Harris

Scott M. Sperling

Director

By:

/s/ Tyler E. Jacks

By:

/s/ Dion J. Weisler

Tyler E. Jacks

Dion J. Weisler

Director

THERMO FISHER SCIENTIFIC INC. - Annual Report: 2023 (Form 10-K)

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