THERMO FISHER SCIENTIFIC INC.
Cybersecurity Governance and Oversight
. Our cybersecurity program is led by the company’s senior vice president, chief information officer, along with our vice president, chief information security officer (CISO). In addition, the Audit Committee and our full Board of Directors receive an annual overview of the cybersecurity program, cybersecurity threat landscape, investments, and opportunities to enhance the company’s systems and security of products and operations. company systems, its employees and customers against cybersecurity risks. Through annual internal and external audits, we maintain an ISO/IEC 27001:2013 certification for the management of our cybersecurity program consisting of the following areas:
•cybersecurity program management and governance including risk management;
•cybersecurity operations including security operation centers;
•product security;
•security investigations;
•cybersecurity architecture and engineering; and
•security awareness and training.
The CISO meets with senior leadership to review and discuss the cybersecurity program, including emerging cybersecurity risks, threats and industry trends.
Item 2. Properties
The company owns and leases office, engineering, laboratory, production and warehouse space throughout the world.
Item 3. Legal Proceedings
There are various lawsuits and claims against the company involving product liability, intellectual property, employment and commercial issues. See Note 5 to our Consolidated Financial Statements – “Commitments and Contingencies”. Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Price of Common Stock
Our common stock is traded on the New York Stock Exchange under the symbol TMO.
Holders of Common Stock
As of February 1, 2025, the company had 2,173 holders of record of its common stock. This does not include holdings in street or nominee names.
THERMO FISHER SCIENTIFIC INC.
Issuer Purchases of Equity Securities
A summary of the share repurchase activity for the company's fourth quarter of 2024 follows: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
| Period | | Total number of shares purchased | | Average price paid per share (1) | | Total number of shares purchased as part of publicly announced plans or programs (2) | | Maximum dollar amount of shares that may yet be purchased under the plans or programs (1)(2)
(in millions) |
| | | | | |
| Fiscal October (Sep. 29 - Nov. 2) | | — | | | $ | — | | | — | | | $ | 1,000 | |
| Fiscal November (Nov. 3 - Nov. 30) | | 891,720 | | | 527.64 | | | 891,720 | | | 3,529 | |
| Fiscal December (Dec. 1 - Dec. 31) | | 996,892 | | | 531.14 | | | 996,892 | | | 3,000 | |
| Total fourth quarter | | 1,888,612 | | | $ | 529.49 | | | 1,888,612 | | | $ | 3,000 | |
(1) Amounts exclude excise taxes and other transaction costs.
(2) On November 15, 2024, the Board of Directors announced that it replaced the existing authorization to repurchase the company’s common stock, of which $1.00 billion was remaining, with a new authorization to repurchase up to $4.00 billion of the company’s common stock. Early in the first quarter of 2025, the company repurchased $2.00 billion of the company’s common stock (3.6 million shares). At February 20, 2025, $1.00 billion was available for future repurchases of the company’s common stock under this authorization.
Item 6. Reserved
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Reference is made throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations to Notes to the Consolidated Financial Statements, which begin on page 29 of this report. Management’s Discussion and Analysis of Financial Condition and Results of Operations for 2022 is included in Item 7 of the company’s 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission. The company refers to various amounts or measures not prepared in accordance with generally accepted accounting principles (non-GAAP measures). These non-GAAP measures are further described and reconciled to their most directly comparable amount or measure under the section “Non-GAAP Measures” later in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Amounts and percentages reported within this Annual Report on Form 10-K are presented and calculated based on underlying unrounded amounts. As a result, the sum of components may not equal corresponding totals due to rounding.
Overview
Thermo Fisher Scientific Inc. enables customers to make the world healthier, cleaner and safer by helping them accelerate life sciences research, solve complex analytical challenges, increase laboratory productivity, and improve patient health through diagnostics and the development and manufacture of life-changing therapies. Markets served include pharmaceutical and biotech, academic and government, industrial and applied, as well as healthcare and diagnostics. The company’s operations fall into four segments (Note 11): Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics and Laboratory Products and Biopharma Services.
Consolidated Results
| | | | | | | | | | | | | | | | | | | | |
| (Dollars in millions except per share amounts) | | 2024 | | 2023 | | Change |
Revenues | | $ | 42,879 | | | $ | 42,857 | | | 0 | % |
| GAAP operating income | | $ | 7,337 | | | $ | 6,859 | | | 7 | % |
| GAAP operating income margin | | 17.1 | % | | 16.0 | % | | 1.1 | pt |
Adjusted operating income (non-GAAP measure) | | $ | 9,707 | | | $ | 9,810 | | | (1) | % |
Adjusted operating income margin (non-GAAP measure) | | 22.6 | % | | 22.9 | % | | (0.3) | pt |
| GAAP diluted earnings per share attributable to Thermo Fisher Scientific Inc. | | $ | 16.53 | | | $ | 15.45 | | | 7 | % |
Adjusted earnings per share (non-GAAP measure) | | $ | 21.86 | | | $ | 21.55 | | | 1 | % |
| | | |
THERMO FISHER SCIENTIFIC INC.
Organic Revenue Growth
| | | | | | | | |
| Revenue growth | | 0 | % |
| Impact of acquisitions | | 0 | % |
| Impact of currency translation | | 0 | % |
Organic revenue growth (non-GAAP measure) | | 0 | % |
Since 2020, the Life Sciences Solutions and Specialty Diagnostics segments as well as the laboratory products business have supported COVID-19 diagnostic testing. Additionally, our pharma services business has provided our pharma and biotech customers with the services they needed to develop and produce vaccines and therapies globally. Since the company’s acquisition of PPD in December 2021, the clinical research business has continued to play a leading role in supporting the clinical trials for COVID-19 vaccines and therapies. These positive impacts continued at much lower levels in 2024 as customer testing as well as therapy and vaccine demand declined. Sales of products related to COVID-19 testing were $0.10 billion and $0.33 billion in 2024 and 2023, respectively.
During 2024, all of our end markets were negatively impacted by a more muted macroeconomic environment and low economic activity in China. Revenues from pharma and biotech and diagnostics and healthcare customers were also negatively impacted by reduced demand for COVID-19 related products and services. As a result, revenues in these end markets declined slightly in the year. Revenues in the academic and government and industrial and applied markets increased slightly as we saw the benefits of our investments into high-impact innovation. During 2024, all geographies were negatively impacted by the more muted macroeconomic environment. Sales grew slightly in Asia-Pacific, including China. Sales growth in Europe was flat and sales in North America declined slightly due to decreased demand for COVID-19 related products. Contributions to organic revenue during 2024 from the Analytical Instruments, Specialty Diagnostics, and Laboratory Products and Biopharma Services segments were offset by declines in the Life Sciences Solutions segment.
The company continues to execute its proven growth strategy which consists of three pillars:
•High-impact innovation,
•Our trusted partner status with customers, and
•Our unparalleled commercial engine.
GAAP operating income margin and adjusted operating income margin decreased in 2024 due primarily to unfavorable business mix and strategic investments, partially offset by productivity improvements. The decreases in GAAP operating income margin during 2024 were more than offset by lower levels of amortization expense. We estimate that charges for restructuring and related actions incurred for headcount reductions and facility consolidations, which resulted in charges of approximately $0.3 billion in 2024 and $0.3 billion in 2023, will realize annual cost savings of approximately $0.2 billion and $0.6 billion, respectively, primarily due to reduced employee and facility expenses.
The company’s references to strategic investments generally refer to targeted spending for enhancing commercial capabilities, including expansion of geographic sales reach and e-commerce platforms, marketing initiatives, expanded service and operational infrastructure, research and development projects and other expenditures to enhance the customer experience, as well as incentive compensation and recognition for employees. The company’s references throughout this discussion to productivity improvements generally refer to improved cost efficiencies from its Practical Process Improvement (PPI) business system to address inflation, including reduced costs resulting from implementing continuous improvement methodologies, global sourcing initiatives, a lower cost structure following restructuring actions including headcount reductions and consolidation of facilities, and low cost region manufacturing.
Notable Recent Acquisitions
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.
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.
On July 10, 2024, the company acquired, within the Life Sciences Solutions segment, Olink Holding AB (publ), a Swedish-based provider of next-generation proteomics solutions. The acquisition enhances the segment’s capabilities in the high-growth proteomics market with the addition of highly differentiated solutions. It also complements the existing life sciences and mass
THERMO FISHER SCIENTIFIC INC.
spectrometry offerings, accelerating protein biomarker discovery and providing strong synergy opportunities.
Segment Results
The company’s management evaluates segment operating performance using operating income before certain charges/credits as defined in Note 11. Accordingly, the following segment data are reported on this basis.
| | | | | | | | | | | | | | |
| (Dollars in millions) | | 2024 | | 2023 |
Revenues | | | | |
Life Sciences Solutions | | $ | 9,631 | | | $ | 9,977 | |
Analytical Instruments | | 7,463 | | | 7,263 | |
Specialty Diagnostics | | 4,512 | | | 4,405 | |
Laboratory Products and Biopharma Services | | 23,157 | | | 23,041 | |
Eliminations | | (1,885) | | | (1,829) | |
Consolidated revenues | | $ | 42,879 | | | $ | 42,857 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Life Sciences Solutions | | | | | | Organic (non-GAAP measure) |
| (Dollars in millions) | | 2024 | | 2023 | | Total
Change | | Acquisitions/ Divestitures | | Currency
Translation | |
| Revenues | | $ | 9,631 | | | $ | 9,977 | | | (3) | % | | 1 | % | | 0 | % | | (4) | % |
| Segment income | | 3,503 | | | 3,420 | | | 2 | % | | | | | | |
| Segment income margin | | 36.4 | % | | 34.3 | % | | 2.1 | pt | | | | | | |
The decrease in organic revenues in 2024 was primarily due to moderation in COVID-19 related revenue. The increase in segment income margin resulted primarily from exceptionally strong productivity improvements, partially offset by unfavorable volume mix and strategic investments.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Analytical Instruments | | | | | | Organic (non-GAAP measure) |
| (Dollars in millions) | | 2024 | | 2023 | | Total
Change | | Acquisitions/ Divestitures | | Currency
Translation | |
| Revenues | | $ | 7,463 | | | $ | 7,263 | | | 3 | % | | 0 | % | | (1) | % | | 3 | % |
| Segment income | | 1,955 | | | 1,908 | | | 2 | % | | | | | | |
| Segment income margin | | 26.2 | % | | 26.3 | % | | (0.1) | pt | | | | | | |
The increase in organic revenues in 2024 was due to very strong growth in the electron microscopy business, partially offset by declines in the other instrumentation businesses. The decrease in segment income margin resulted primarily from unfavorable business mix and strategic investments, largely offset by strong productivity improvements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Specialty Diagnostics | | | | | | Organic (non-GAAP measure) |
| (Dollars in millions) | | 2024 | | 2023 | | Total
Change | | Acquisitions/ Divestitures | | Currency
Translation | |
| Revenues | | $ | 4,512 | | | $ | 4,405 | | | 2 | % | | 0 | % | | 0 | % | | 3 | % |
| Segment income | | 1,159 | | | 1,124 | | | 3 | % | | | | | | |
| Segment income margin | | 25.7 | % | | 25.5 | % | | 0.2 | pt | | | | | | |
The increase in organic revenues in 2024 was driven by growth in the immunodiagnostics and transplant diagnostics businesses, as well as in the healthcare market channel, partially offset by decreased demand for products addressing diagnosis of COVID-19. The increase in segment income margin was due to productivity improvements, partially offset by strategic investments.
THERMO FISHER SCIENTIFIC INC.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Laboratory Products and Biopharma Services | | | | | | Organic (non-GAAP measure) |
| (Dollars in millions) | | 2024 | | 2023 | | Total
Change | | Acquisitions/ Divestitures | | Currency
Translation | |
| Revenues | | $ | 23,157 | | | $ | 23,041 | | | 1 | % | | 0 | % | | 0 | % | | 0 | % |
| Segment income | | 3,090 | | | 3,358 | | | (8) | % | | | | | | |
| Segment income margin | | 13.3 | % | | 14.6 | % | | (1.3) | pt | | | | | | |
Organic revenues were flat in 2024 due to growth in the research and safety channel and clinical research business, offset by decreased demand in COVID-19 vaccines and therapies-related activity. The decrease in segment income margin was primarily due to unfavorable business mix and strategic investments, partially offset by productivity improvements.
Non-operating Items
| | | | | | | | | | | | | | |
| (Dollars in millions) | | 2024 | | 2023 |
Net interest expense | | $ | 312 | | | $ | 496 | |
| GAAP other income/(expense) | | 12 | | | (65) | |
Adjusted other income/(expense) (non-GAAP measure) | | (6) | | | (15) | |
| GAAP tax rate | | 9.3 | % | | 4.5 | % |
Adjusted tax rate (non-GAAP measure) | | 10.5 | % | | 10.0 | % |
| Weighted average diluted shares | | 383 | | | 388 | |
Net interest expense (interest expense less interest income) decreased due primarily to higher cash, and cash equivalents and short-term investments balances, as well as higher interest rates on these balances when compared to 2023. See additional discussion under the caption “Liquidity and Capital Resources” below. In 2024 and 2023, the company’s net interest expense was reduced by approximately $264 million and $116 million, respectively, as a result of its interest rate swap and cross-currency interest rate swap arrangements (Note 10).
GAAP other income/(expense) and adjusted other income/(expense) includes currency transaction gains/losses on non-operating monetary assets and liabilities, and net periodic pension benefit cost/(income), excluding the service cost component. GAAP other income/(expense) in 2024 and 2023 also includes $20 million and $(45) million, respectively, of net gains/(losses) on investments.
The GAAP tax rate in 2024 was impacted by $176 million of expense, net, for a provision associated with a tax audit. The company’s 2024 GAAP and adjusted tax rates were also impacted by tax benefits of $459 million, primarily in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income.
The GAAP and adjusted tax rates in 2023 were impacted by changes in valuation allowances, including a $183 million release in a jurisdiction where the deferred tax assets are now expected to be realized, and, to a lesser extent, by a decrease in pre-tax earnings compared to 2022. The company’s GAAP and adjusted tax rates in 2023 were also impacted by tax planning initiatives, including a tax benefit of $127 million for U.S. tax credits and the revaluation of net operating loss carryforwards due to higher tax rates as a result of its tax return resubmissions, a tax benefit of $91 million, net of related tax expenses, from a foreign exchange loss on an intercompany debt refinancing transaction, and $233 million of tax benefits resulting from intra-entity transactions. The effective tax rates in both 2024 and 2023 were also affected by relatively significant earnings in lower tax jurisdictions. Due primarily to the non-deductibility of intangible asset amortization for tax purposes, the company’s cash payments for income taxes were higher than its income tax expense for financial reporting purposes. See additional discussion under the caption “Liquidity and Capital Resources” below.
The company expects its GAAP effective tax rate in 2025 will be between 9% and 11% based on currently forecasted rates of profitability in the countries in which the company conducts business and expected generation of foreign tax credits. The effective tax rate can vary significantly from period to period as a result of discrete income tax factors and events. The company expects its adjusted tax rate will be approximately 11.5% in 2025.
The company has operations and a taxable presence in approximately 70 countries outside the U.S. Some of these countries have lower tax rates than the U.S. The company’s ability to obtain a benefit from lower tax rates outside the U.S. is dependent on its relative levels of income in countries outside the U.S. and on the statutory tax rates in those countries. Based on the dispersion of the company’s non-U.S. income tax provision among many countries, the company believes that a change in the statutory tax rate in any individual country is not likely to materially affect the company’s income tax provision or net income.
Equity in earnings/losses of unconsolidated entities was impacted by an $88 million impairment of an equity method investment in 2024.
THERMO FISHER SCIENTIFIC INC.
Weighted average diluted shares decreased in 2024 compared to 2023 due to share repurchases, net of option dilution.
Liquidity and Capital Resources
The company’s proven growth strategy has enabled it to generate free cash flow as well as access the capital markets. The company deploys its capital primarily via mergers and acquisitions and secondarily via share buybacks and dividends.
| | | | | | | | | | | | | | |
| | December 31, | | December 31, |
| (In millions) | | 2024 | | 2023 |
| Cash and cash equivalents | | $ | 4,009 | | | $ | 8,077 | |
| Short-term investments | | 1,561 | | | 3 | |
| Total debt | | 31,275 | | | 34,917 | |
Approximately half of the company’s cash balances and cash flows from operations are from outside the U.S. The company uses its non-U.S. cash for needs outside of the U.S. including acquisitions, capacity expansion, and repayment of third-party foreign debt by foreign subsidiaries. In addition, the company also transfers cash to the U.S. using non-taxable intercompany transactions, including loans and returns of capital, as well as dividends where the related U.S. dividend received deduction or foreign tax credit equals any tax cost arising from the dividends. As a result of using such means of transferring cash to the U.S., the company does not expect any material adverse liquidity effects from its significant non-U.S. cash balances for the foreseeable future.
The company believes that its existing cash and cash equivalents and its future cash flow from operations together with available borrowing capacity under its revolving credit agreement will be sufficient to meet the cash requirements of its existing businesses for the foreseeable future, including at least the next 24 months.
As of December 31, 2024, the company’s short-term obligations and current maturities of long-term obligations totaled $2.21 billion. The company has a revolving credit facility with a bank group that provides up to $5.00 billion of unsecured multi-currency revolving credit (Note 3). If the company borrows under this facility, it intends to leave undrawn an amount equivalent to outstanding commercial paper to provide a source of funds in the event that commercial paper markets are not available. As of December 31, 2024, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by immaterial outstanding letters of credit.
| | | | | | | | | | | | | | |
| (In millions) | | 2024 | | 2023 |
Net cash provided by operating activities | | $ | 8,667 | | | $ | 8,406 | |
Net cash used in investing activities | | (5,841) | | | (5,142) | |
Net cash used in financing activities | | (6,792) | | | (3,622) | |
Free cash flow (non-GAAP measure) | | 7,324 | | | 7,014 | |
Operating Activities
During 2024, net income provided substantially all cash from operating activities. Changes in working capital were not significant. Cash payments for income taxes were $1.83 billion during 2024.
During 2023, cash provided by income was offset in part by investments in working capital. A decrease in inventories provided cash of $0.60 billion. A decrease in accounts payable used cash of $0.50 billion, and changes in other assets and liabilities used cash of $0.80 billion primarily due to the timing of payments for compensation and income taxes. Cash payments for income taxes were $1.48 billion during 2023.
The company is contingently liable with respect to certain legal proceedings and related matters. An unfavorable outcome that differs materially from current accrual estimates, if any, for one or more of the matters described under the heading “Product Liability, Workers Compensation and Other Personal Injury Matters” in Note 5 could have a material adverse effect on the company’s financial position as well as its results of operations and cash flows.
Investing Activities
During 2024, the acquisition of Olink Holding AB (publ) used cash of $3.13 billion. The company’s investing activities also included net purchases of investments of $1.63 billion, primarily to provide additional interest income, as well as $1.40 billion of property, plant and equipment for capacity and capability investments.
During 2023, acquisitions of The Binding Site Group and CorEvitas, LLC used cash of $2.70 billion and $0.91 billion, respectively. The company’s investing activities also included purchases of $1.48 billion of property, plant and equipment for capacity and capability investments.
THERMO FISHER SCIENTIFIC INC.
The company expects that for all of 2025, expenditures for property, plant and equipment, net of disposals, will be between $1.4 billion and $1.7 billion.
Financing Activities
During 2024, issuance of debt provided $1.20 billion of cash. Repayment of debt used cash of $3.61 billion. The company’s financing activities also included the repurchase of $4.00 billion of the company’s common stock (7.4 million shares) and the payment of $0.58 billion in cash dividends. On November 15, 2024, the Board of Directors announced that it replaced the existing authorization to repurchase the company’s common stock, of which $1.00 billion was remaining, with a new authorization to repurchase up to $4.00 billion of the company’s common stock.
Early in the first quarter of 2025, the company repurchased $2.00 billion (3.6 million shares) of the company's common stock. At February 20, 2025, $1.00 billion was available for future repurchases of the company’s common stock under this authorization.
In the first quarter of 2025, the company issued Fr.1.15 billion of Swiss franc-denominated debt (Note 3).
During 2023, issuance of debt provided $5.94 billion of cash. Repayment of debt and net commercial paper activity used cash of $5.78 billion and $0.32 billion, respectively. The company’s financing activities also included the repurchase of $3.00 billion of the company's common stock (5.2 million shares) and the payment of $0.52 billion in cash dividends.
In addition to the obligations on the balance sheet at December 31, 2024, which include, but are not limited to pension obligations (Note 14), unrecognized tax benefits (Note 7), debt (Note 3), operating leases (Note 13), and contingent consideration (Note 4), the company also has unconditional purchase obligations in the ordinary course of business that include agreements to purchase goods, services or fixed assets, pay royalties, and fund capital commitments pursuant to investments held by the company (Note 5).
Non-GAAP Measures
In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures such as organic revenue growth, which is reported revenue growth, excluding the impacts of revenues from acquired/divested businesses and the effects of currency translation. We report organic revenue growth because Thermo Fisher management believes that in order to understand the company’s short-term and long-term financial trends, investors may wish to consider the impact of acquisitions/divestitures and foreign currency translation on revenues. Thermo Fisher management uses organic revenue growth to forecast and evaluate the operational performance of the company as well as to compare revenues of current periods to prior periods.
We report adjusted operating income, adjusted operating margin, adjusted other income/(expense), adjusted tax rate, and adjusted EPS. We believe that the use of these non-GAAP financial measures, in addition to GAAP financial measures, helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the company’s core operating performance, especially when comparing such results to previous periods, forecasts, and to the performance of our competitors. Such measures are also used by management in their financial and operating decision-making and for compensation purposes. To calculate these measures we exclude, as applicable:
•Certain acquisition-related costs, including charges for the sale of inventories revalued at the date of acquisition, significant transaction/acquisition-related costs, including changes in estimates of contingent acquisition-related consideration, and other costs associated with obtaining short-term financing commitments for pending/recent acquisitions. We exclude these costs because we do not believe they are indicative of our normal operating costs.
•Costs/income associated with restructuring activities and large-scale abandonments of product lines, such as reducing overhead and consolidating facilities. We exclude these costs because we believe that the costs related to restructuring activities and large-scale abandonment of product lines are not indicative of our normal operating costs.
•Equity in earnings/losses of unconsolidated entities; impairments of long-lived assets; and certain other gains and losses that are either isolated or cannot be expected to occur again with any predictability, including gains/losses on investments, the sale of businesses, product lines, and real estate, significant litigation-related matters, curtailments/settlements of pension plans, and the early retirement of debt. We exclude these items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods.
•The expense associated with the amortization of acquisition-related intangible assets because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have lives of up to 20 years. Exclusion of the amortization expense allows comparisons of operating results that are consistent over time for both our newly acquired and long-held businesses and with both acquisitive and non-acquisitive peer companies.
THERMO FISHER SCIENTIFIC INC.
•The noncontrolling interest and tax impacts of the above items and the impact of significant tax audits or events (such as changes in deferred taxes from enacted tax rate/law changes), the latter of which we exclude because they are outside of our normal operations and difficult to forecast accurately for future periods.
We report free cash flow, which is operating cash flow excluding net capital expenditures, to provide a view of the continuing operations’ ability to generate cash for use in acquisitions and other investing and financing activities. The company also uses this measure as an indication of the strength of the company. Free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations such as debt service that are not deducted from the measure.
The non-GAAP financial measures of the company’s results of operations and cash flows included in this Form 10-K are not meant to be considered superior to or a substitute for the company’s results of operations prepared in accordance with GAAP. Reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures are set forth within the “Consolidated Results” and “Segment Results” sections and below.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in millions except per share amounts) | | 2024 | | 2023 |
| | | | | | | | |
| Reconciliation of adjusted operating income and adjusted operating income margin | | | | | | | | |
| GAAP operating income | | $ | 7,337 | | | 17.1 | % | | $ | 6,859 | | | 16.0 | % |
Cost of revenues adjustments (a) | | 47 | | | 0.1 | % | | 95 | | | 0.2 | % |
Selling, general and administrative expenses adjustments (b) | | (8) | | | 0.0 | % | | 59 | | | 0.1 | % |
Restructuring and other costs (c) | | 379 | | | 0.9 | % | | 459 | | | 1.1 | % |
| Amortization of acquisition-related intangible assets | | 1,952 | | | 4.6 | % | | 2,338 | | | 5.5 | % |
Adjusted operating income (non-GAAP measure) | | $ | 9,707 | | | 22.6 | % | | $ | 9,810 | | | 22.9 | % |
| | | | | | | | |
| Reconciliation of adjusted other income/(expense) | | | | | | | | |
| GAAP other income/(expense) | | $ | 12 | | | | | $ | (65) | | | |
| Adjustments (d) | | (19) | | | | | 50 | | | |
Adjusted other income/(expense) (non-GAAP measure) | | $ | (6) | | | | | $ | (15) | | | |
| | | | | | | | |
| Reconciliation of adjusted tax rate | | | | | | | | |
| GAAP tax rate | | 9.3 | % | | | | 4.5 | % | | |
| Adjustments (e) | | 1.2 | % | | | | 5.5 | % | | |
Adjusted tax rate (non-GAAP measure) | | 10.5 | % | | | | 10.0 | % | | |
| | | | | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
|
|
|
|
| | Page |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Thermo Fisher Scientific Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Thermo Fisher Scientific Inc. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of redeemable noncontrolling interest and equity and of cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, 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 7 to the consolidated financial statements, the Company’s provision for income taxes for the year ended December 31, 2024 was $657 million. The Company has deferred tax liabilities, net, of $338 million (including a valuation allowance of $1,043 million) and unrecognized tax benefits of $525 million as of December 31, 2024. 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 the use of estimates and assumptions regarding significant future events, such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. 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 20, 2025
We have served as the Company’s auditor since 2002.
THERMO FISHER SCIENTIFIC INC.
CONSOLIDATED BALANCE SHEETS | | | | | | | | | | | | | | |
| | | December 31, | | December 31, |
| (In millions except share and per share amounts) | | 2024 | | 2023 |
| Assets | | | | |
| Current assets: | | | | |
| Cash and cash equivalents | | $ | | | | $ | | |
| Short-term investments | | | | | | |
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 5) | | | | |
| 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) | | 2024 | | 2023 | | 2022 |
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 | | | | | | | | | |
Benefit from/(provision for) income taxes | | () | | | () | | | () | |
| Equity in earnings/(losses) of unconsolidated entities | | () | | | () | | | () | |
| Net income | | | | | | | | | |
| Less: net income (losses) 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) | | 2024 | | 2023 | | 2022 |
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) | | 2024 | | 2023 | | 2022 |
| 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 | | | | | | | | | |
| | | |
Other net 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 | | | | | | |
| | | |
Purchases of property, plant and equipment | | () | | | () | | | () | |
Proceeds from sale of property, plant and equipment | | | | | | | | | |
Proceeds from cross-currency interest rate swap interest settlements | | | | | | | | | |
Acquisitions, net of cash acquired | | () | | | () | | | () | |
Purchases of investments | | () | | | () | | | () | |
| Proceeds from sales and maturities of investments | | | | | | | | | |
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 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) | | | | Shares | | Amount | | | | Shares | | Amount | | | | |
| 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 | | $ | | | | | | | | $ | | | | $ | | | | $ | | | | | | | $ | () | | | $ | () | | | $ | | | | $ | () | | | $ | | |
| | | | | | | | | | | | | | | | | | | | |
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, 2024 | | $ | | | | | | | | $ | | | | $ | | | | $ | | | | | | | $ | () | | | $ | () | | | $ | | | | $ | () | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1.
% 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)
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.
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.
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.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2.
| | $ | | | | Work in process | | | | | | |
| Finished goods | | | | | | |
| Inventories | | $ | | | | $ | | |
Contract-related Balances
| | $ | | | | Noncurrent contract assets, net | | | | | | |
| Current contract liabilities | | | | | | |
| Noncurrent contract liabilities | | | | | | |
Substantially all of the current contract liabilities balance at December 31, 2023 and 2022 was recognized in revenues during 2024 and 2023, respectively. Noncurrent contract liabilities decreased during 2024 primarily due to a customer contract modification.
Remaining Performance Obligations
The aggregate amount of the transaction price allocated to the remaining performance obligations for all open customer contracts as of December 31, 2024 was $ billion. The company will recognize revenues for these performance obligations as they are satisfied, approximately % of which is expected to occur within the next . Amounts expected to occur thereafter generally relate to contract manufacturing, clinical research and extended warranty service agreements, which typically have durations of three to .
Property, Plant and Equipment
| | $ | | | | 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 | | $ | | | | $ | | |
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | | Product technology | | | | | () | | | | | | | | | () | | | | |
Tradenames | | | | | () | | | | | | | | | () | | | | |
Backlog | | | | | () | | | | | | | | | () | | | | |
| | | | | () | | | | | | | | | () | | | | |
Indefinite lived: | | | | | | | | | | | | |
Tradenames | | | | | N/A | | | | | | | | N/A | | | |
| | | | | | | | | |
| | | | | | | | | |
Acquisition-related intangible assets | | $ | | | | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | |
| | 2026 | | | |
| 2027 | | | |
| 2028 | | | |
| 2029 | | | |
| 2030 and thereafter | | | |
| Estimated future amortization expense of definite-lived intangible assets | | $ | | |
At December 31, 2024 and 2023, 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.
Other Assets
At December 31, 2024 and 2023, the company had equity method investments with carrying amounts of $ million and $ million, respectively. At December 31, 2024 and 2023, the fair value of investments for which the company has elected the fair value option was $ million and $ million, respectively.
At December 31, 2024 and 2023, the company’s equity investments that do not have readily determinable fair values and are not eligible for the NAV practical expedient investments had carrying amounts of $ million and $ million, respectively. Investments measured at NAV were $ million and $ million at December 31, 2024 and 2023, respectively.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | $ | | | | $ | | | | $ | | | | $ | | | Acquisitions | | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | |
Currency translation | | | | | | | | | | | | | | | |
| | | | | | | |
Balance at December 31, 2023 | | | | | | | | | | | | | | | |
Acquisitions | | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | |
Currency translation | | () | | | () | | | () | | | () | | | () | |
| | | | | | | |
Balance at December 31, 2024 | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
Note 3.
% -Year Senior Notes, Due 9/12/2024 (euro-denominated) | | | $ | | | | $ | | | | | | |
% -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 (Japanese 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 (Japanese yen-denominated) | | | % | | | | | | |
% -Year Senior Notes, Due 11/21/2027 | | | % | | | | | | |
% -Year Senior Notes, Due 3/1/2028 (euro-denominated) | | | % | | | | | | |
% -Year Senior Notes, Due 3/7/2028 (Swiss franc-denominated) | | | % | | | | | | |
% -Year Senior Notes, Due 9/6/2028 (Japanese 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 (Japanese 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 3/8/2032 (Swiss franc-denominated) | | | % | | | | | | |
% -Year Senior Notes, Due 4/15/2032 (euro-denominated) | | | % | | | | | | |
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | % | | | | | | | % -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 (Japanese yen-denominated) | | | % | | | | | | |
% -Year Senior Notes, Due 3/7/2036 (Swiss franc-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 (Japanese yen-denominated) | | | % | | | | | | |
% -Year Senior Notes, Due 8/10/2043 | | | % | | | | | | |
% -Year Senior Notes, Due 9/6/2043 (Japanese 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 (Japanese 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 | | | | $ | | | | $ | | |
The effective interest rates for the fixed-rate debt include the stated interest on the notes, the accretion of any discounts/premiums and the amortization of any debt issuance costs.
See Note 4 for fair value information pertaining to the company’s long-term borrowings.
| | $ | | | | 2026 | | | | | | |
| 2027 | | | | | | |
| 2028 | | | | | | |
| 2029 | | | | | | |
| 2030 and thereafter | | | | | | |
| | $ | | | | $ | | |
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 Secured Overnight Financing Rate (SOFR), a Euro Interbank Offered Rate (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, 2024, 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 annually on the euro and Swiss franc-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 related to its senior notes at December 31, 2024.
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 (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, 2024, 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.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| Fr. | | | % -Year Senior Notes, Due January 6, 2030 (Swiss franc-denominated) | | Fr. | | |
% -Year Senior Notes, Due January 6, 2037 (Swiss franc-denominated) | | Fr. | | |
% -Year Senior Notes, Due January 6, 2045 (Swiss franc-denominated) | | Fr. | | |
% -Year Senior Notes, Due January 6, 2050 (Swiss franc-denominated) | | Fr. | | |
Note 4.
| | $ | | | | $ | | | | $ | | | | Bank time deposits | | | | | | | | | | | | |
Investments | | | | | | | | | | | | |
| | | | | | | |
Insurance contracts | | | | | | | | | | | | |
Derivative contracts | | | | | | | | | | | | |
Total assets | | $ | | | | $ | | | | $ | | | | $ | | |
Liabilities | | | | | | | | |
Derivative contracts | | $ | | | | $ | | | | $ | | | | $ | | |
Contingent consideration | | | | | | | | | | | | |
Total liabilities | | $ | | | | $ | | | | $ | | | | $ | | |
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 | | $ | | | | $ | | | | $ | | | | $ | | | | | $ | | |
Acquisitions (including assumed balances) | | | | | | |
Payments | | () | | | () | |
Changes in fair value included in earnings | | () | | | () | |
Ending balance | | $ | | | | $ | | |
The following table provides a rollforward of investments classified as level 3:
| | | | | | | | |
| (In millions) | | 2024 |
Investments | | |
Beginning balance | | $ | | |
Purchases | | | |
| |
| |
Ending balance | | $ | | |
Fair Value of Other Financial Instruments
| | $ | | | | $ | | | | $ | | | | | | | | |
| | | | | |
Other | | | | | | | | | | | | |
| | $ | | | | $ | | | | $ | | | | $ | | |
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 5.
billion at December 31, 2024, the majority of which are expected to be settled during 2025.Letters of Credit, Guarantees and Other Commitments
Outstanding letters of credit and bank guarantees totaled $ million at December 31, 2024. Substantially all of these letters of credit and guarantees expire before 2040.
Outstanding surety bonds and other guarantees totaled $ million at December 31, 2024. The expiration of these bonds and guarantees ranges through 2028.
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, 2024, 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, 2024 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, the company would be obligated to make lease or other payments under the master lease agreement. The company believes that the financial risk of default by sublessors is individually and in the aggregate not material to the company’s financial position or results of operations.
In connection with the sale of products in the ordinary course of business, the company often makes representations affirming, among other things, that its products do not infringe on the intellectual property rights of others and agrees to indemnify customers against third-party claims for such infringement. The company has not been required to make material payments under such provisions.
Environmental Matters
The company is currently involved in various stages of investigation and remediation related to environmental matters. The company cannot predict all potential costs related to environmental remediation matters and the possible impact on future operations given the uncertainties regarding the extent of the required cleanup, the complexity and interpretation of applicable laws and regulations, the varying costs of alternative cleanup methods and the extent of the company’s responsibility. Expenses for environmental remediation matters related to the costs of installing, operating and maintaining groundwater-treatment systems and other remedial activities related to historical environmental contamination at the company’s domestic and international facilities were not material in any period presented. At December 31, 2024, the company’s total environmental
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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. 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, 2024, was approximately $ million to $ million. The company’s accrual for these matters totaled $ million at December 31, 2024. The accrual includes estimated defense costs and is gross of estimated amounts due from insurers of $ million at December 31, 2024 that are included in other assets in the accompanying balance sheet. In addition, as of December 31, 2024, the company had a product liability accrual of $ million relating to divested businesses.
Note 6.
| | $ | | | | $ | | | Instruments | | | | | | | | | |
Services | | | | | | | | | |
Consolidated revenues | | $ | | | | $ | | | | $ | | |
Revenues by geographic region based on customer location are as follows: | | | | | | | | | | | | | | | | | | | | |
| (In millions) | | 2024 | | 2023 | | 2022 |
Revenues | | | | | | |
North America | | $ | | | | $ | | | | $ | | |
Europe | | | | | | | | | |
Asia-Pacific | | | | | | | | | |
Other regions | | | | | | | | | |
Consolidated revenues | | $ | | | | $ | | | | $ | | |
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Restructuring and other costs in 2023 primarily included continuing charges for headcount reductions and facility consolidations in an effort to streamline operations, impairment of long-lived assets, and, to a lesser extent, net charges for pre-acquisition litigation and other matters. In 2023, severance actions associated with facility consolidations and cost reduction measures affected approximately % 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.
As of February 20, 2025, the company has identified restructuring actions, primarily in the Laboratory Products and Biopharma Services segment, that it expects will result in additional charges of approximately $ million, primarily in 2025, and expects to identify additional actions in future periods.
| | $ | | | | $ | | | Analytical Instruments | | | | | | | | | |
Specialty Diagnostics | | | | | | | | | |
Laboratory Products and Biopharma Services | | | | | | | | | |
Corporate | | | | | | | | | |
| | $ | | | | $ | | | | $ | | |
| |
Net restructuring charges incurred in 2022 (b) | | | |
Payments | | () | |
|
| Balance at December 31, 2022 | | | |
Net restructuring charges incurred in 2023 (c) (d) | | | |
Payments | | () | |
|
| Balance at December 31, 2023 | | | |
Net restructuring charges incurred in 2024 (e) (f) | | | |
Payments | | () | |
Currency translation | | () | |
| Balance at December 31, 2024 | | $ | | |
(a)The movements in the restructuring liability principally consist of severance and other costs associated with facility consolidations.
(b)Excludes $ million of charges, primarily charges for impairment of long-lived assets in the Specialty Diagnostic segment.
(c)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.
(d)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.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(f)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 2025.
| | $ | | | | $ | | | | | | | | | |
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 | | | | | | | | | |
million, $() million, and $() million of net gains/(losses) on investments, respectively. In 2022 other income/(expense) includes $ million of net gains on derivative instruments to address certain foreign currency risks, and $ million of losses on the early extinguishment of debt (Note 3). million, $() million and $ million in 2024, 2023 and 2022, respectively.Note 7.
| | $ | | | | $ | | | | Non-U.S. | | | | | | | | | |
Income before income taxes | | $ | | | | $ | | | | $ | | |
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | $ | | | | $ | | | | Non-U.S. | | | | | | | | | |
| State | | | | | | | | | |
| | | | | | | | | |
| Deferred income tax provision/(benefit) | | | | | | |
| Federal | | $ | () | | | $ | () | | | $ | () | |
| Non-U.S. | | () | | | () | | | () | |
| State | | () | | | () | | | () | |
| | | () | | | () | | | () | |
| Provision for/(benefit from) 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/(benefit from) income taxes | | $ | | | | $ | | | | $ | | |
The company has operations and a taxable presence in approximately countries outside the U.S. The company's effective income tax rate differs from the U.S. federal statutory rate each year due to certain operations that are subject to tax incentives, state and local taxes, non-deductible interest in certain foreign jurisdictions, and foreign taxes that are different than the U.S. federal statutory rate.
During 2024, the company recorded a tax reserve and associated interest of $ million related to the settlement of international tax audits for tax years 2009 through 2016, which were settled in 2024. The company also recorded tax benefits of $ million, primarily in jurisdictions where the deferred tax assets are now expected to be realized due to forecasted income. The benefits were partially offset by tax provisions primarily associated with disallowed interest expense and net operating loss carryforwards that are not expected to be realized.
During 2023, the company released valuation allowances of $ 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.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 2024, 2023 and 2022, 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 | | () | | | () | |
| Contract liabilities | | | | | | |
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, 2024, 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.
The changes in the valuation allowance are as follows: | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, |
| (In millions) | | 2024 | | 2023 | | 2022 |
Beginning balance | | $ | | | | $ | | | | $ | | |
Additions/(reductions) recognized in income tax provision, net | | () | | | () | | | | |
Additions due to acquisitions | | | | | | | | | |
| | | |
| | | |
Currency translation and other | | () | | | | | | () | |
| Ending balance | | $ | | | | $ | | | | $ | | |
At December 31, 2024, 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 2025 through 2037, and the remainder do not expire. Of the state net operating loss carryforwards, $ million expire in the years 2025 through 2043, and the remainder do not expire. Of the net non-U.S. net operating loss carryforwards, $ million expire in the years 2027 through 2044, and the remainder do not expire.
At December 31, 2024, 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 2034. Of the deferred interest carryforwards, $ million expire in the years 2025 through 2034 and the remainder do not expire.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Unrecognized Tax Benefits
As of December 31, 2024, the company had $ billion of unrecognized tax benefits substantially all of which, if recognized, would reduce the effective tax rate.
| | $ | | | | $ | | | Additions due to acquisitions | | | | | | | | | |
| | | |
|
| () | | | $ | () | | | $ | () | |
Shareholders’ Equity
At December 31, 2024, 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 2025, the company repurchased $ billion of the company's common stock ( million shares).
Note 9.
| | $ | | | | $ | | | Income taxes | | | | | | | | | |
| | | | | | |
Non-cash investing and financing activities | | | | | | |
Acquired but unpaid property, plant and equipment | | | | | | | | | |
| | | |
| | | |
| 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 | | | | | | | | | |
| | $ | | | | Restricted cash included in other current assets | | | | | | |
| Restricted cash included in other assets | | | | | | |
| Cash, cash equivalents and restricted cash | | $ | | | | $ | | |
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 10.
| | $ | | | | 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 | | | | | | | | | | | | |
| | | | | |
| Total derivatives | | $ | | | | $ | | | | $ | | | | $ | | |
| | $ | | | | $ | | | | 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/(loss) | | | | | () | | | () | |
| Financial instruments designated as net investment hedges | | | | | | |
| Foreign currency-denominated debt and other payables | | | | | | |
| Included in currency translation adjustment within other comprehensive income/(loss) | | | | | () | | | | |
| Cross-currency interest rate swaps | | | | | | |
| Included in currency translation adjustment within other comprehensive income/(loss) | | | | | () | | | | |
| 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)
Note 11.
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, restructuring and other costs, 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.
The company's president, chairman and chief executive officer is its chief operating decision maker (CODM). The CODM uses total revenues and segment income predominantly in the strategic plan, annual operating plan and quarterly business review processes. During these processes, the CODM considers budget-to-actual variances to evaluate both internal (e.g., changes in selling prices, strategic growth investments, productivity, business mix, newly acquired/divested businesses, etc.) and external (e.g., inflation, foreign currency, etc.) events and conditions.
The company generally accounts for intersegment revenues at current market prices.
Other segment items included in the below tables consist of stock-based compensation and other incentive compensation expenses, allocations of corporate expenses and certain overhead expenses as well as elimination of intersegment and intrasegment profits, all of which are included in the company's measurement of segment income, but not regularly provided to the CODM at the segment level. Cost of revenues adjustments 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 adjustments 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. Restructuring and other costs include charges arising from headcount reductions and facility consolidations such as severance and abandoned lease expense and gains and losses on the sale of real estate and
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| $ | | | $ | | | $ | | | $ | | |
| Intersegment revenues | | | | | | | | | | |
| | | | | | | | | | |
Elimination of intersegment revenues | | | | | () | |
Consolidated revenues | | | | | $ | | |
Segment Income | | | | | |
| Cost of revenues | | | | | | | | | |
| Selling, general, and administrative expenses | | | | | | | | | |
| Research and development expenses | | | | | | | | | |
| Other segment items | | | | | () | | () | | |
Segment income | | | | | | | | | | |
Unallocated amounts | | | | | |
Cost of revenues adjustments | | | | | () | |
Selling, general and administrative expenses adjustments | | | | | | |
Restructuring and other costs | | | | | () | |
Amortization of acquisition-related intangible assets | | | | | () | |
| Interest income | | | | | | |
| Interest expense | | | | | () | |
Other income/(expense) | | | | | | |
| Consolidated income before income taxes | | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | Unallocated amounts | Life Sciences Solutions | Analytical Instruments | Specialty Diagnostics | Laboratory Products and Biopharma Services | Consolidated |
| Segment assets | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
| Purchases of property, plant and equipment | | | | | | | | | | | | |
| Depreciation of property, plant and equipment | | | | | | | | | | | | |
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| $ | | | $ | | | $ | | | $ | | | | Intersegment revenues | | | | | | | | | | |
| | | | | | | | | | |
Elimination of intersegment revenues | | | | | () | |
Consolidated revenues | | | | | $ | | |
Segment Income | | | | | |
| Cost of revenues | | | | | | | | | |
| Selling, general, and administrative expenses | | | | | | | | | |
| Research and development expenses | | | | | | | | | |
| Other segment items | | | | | () | | () | | |
Segment income | | | | | | | | | | |
Unallocated amounts | | | | | |
Cost of revenues adjustments | | | | | () | |
Selling, general and administrative expenses adjustments | | | | | () | |
Restructuring and other costs | | | | | () | |
Amortization of acquisition-related intangible assets | | | | | () | |
| Interest income | | | | | | |
| Interest expense | | | | | () | |
Other income/(expense) | | | | | () | |
| Consolidated income before income taxes | | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | Unallocated amounts | Life Sciences Solutions | Analytical Instruments | Specialty Diagnostics | Laboratory Products and Biopharma Services | Consolidated |
| Segment assets | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
| Purchases of property, plant and equipment | | | | | | | | | | | | |
| Depreciation of property, plant and equipment | | | | | | | | | | | | |
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| $ | | | $ | | | $ | | | $ | | | | Intersegment revenues | | | | | | | | | | |
| | | | | | | | | | |
Elimination of intersegment revenues | | | | | () | |
Consolidated revenues | | | | | $ | | |
Segment Income | | | | | |
| Cost of revenues | | | | | | | | | |
| Selling, general, and administrative expenses | | | | | | | | | |
| Research and development expenses | | | | | | | | | |
| Other segment items | | | | | () | | () | | |
Segment income | | | | | | | | | | |
Unallocated amounts | | | | | |
Cost of revenues adjustments | | | | | () | |
Selling, general and administrative expenses adjustments | | | | | () | |
Restructuring and other costs | | | | | () | |
Amortization of acquisition-related intangible assets | | | | | () | |
| Interest income | | | | | | |
| Interest expense | | | | | () | |
Other income/(expense) | | | | | () | |
| Consolidated income before income taxes | | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | |
| (In millions) | Unallocated amounts | Life Sciences Solutions | Analytical Instruments | Specialty Diagnostics | Laboratory Products and Biopharma Services | Consolidated |
| Segment assets | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
| Purchases of property, plant and equipment | | | | | | | | | | | | |
| Depreciation of property, plant and equipment | | | | | | | | | | | | |
| | $ | | | | $ | | | | | | |
Other | | | | | | | | | |
Consolidated revenues | | $ | | | | $ | | | | $ | | |
| | | | | | |
Long-lived Assets | | | | | | |
United States | | $ | | | | $ | | | | $ | | |
Other | | | | | | | | | |
Consolidated long-lived assets | | $ | | | | $ | | | | $ | | |
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 12.
2024
On July 10, 2024, the company acquired, within the Life Sciences Solutions segment, Olink Holding AB (publ), a Swedish-based provider of next-generation proteomics solutions. The acquisition enhances the segment’s capabilities in the high-growth proteomics market with the addition of highly differentiated solutions. It also complements the existing life sciences and mass spectrometry offerings, accelerating protein biomarker discovery and providing strong synergy opportunities. The goodwill recorded as a result of this business combination is not tax deductible.
| | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Purchase price payable | | | | | | | | | | |
| | | | | | | | | |
Cash acquired | | () | | | | | | | | |
| | $ | | | | | | | | | |
| | | | | | | | | |
Net assets acquired | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Definite-lived intangible assets | | | | | | | | | |
Customer relationships | | $ | | | | | | | | | |
Product technology | | | | | | | | | | |
Tradenames | | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Goodwill | | | | | | | | | | |
Net tangible assets | | | | | | | | | | |
| | | | | | | | | |
Deferred tax assets (liabilities) | | () | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | $ | | | | | | | | | | The weighted-average amortization periods for definite-lived intangible assets acquired in 2024 are years for customer relationships, years for product technology, and years for tradenames. The weighted-average amortization period for definite-lived intangible assets acquired in 2024 is years.
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.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | $ | | | | | | | | | |
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.
2022
Note 13.
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 2025, and 2028, and 2029. The company has agreed with the lessor to comply with certain financial covenants consistent with its other debt arrangements (Note 3). 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, 2024, but exclude any amounts for residual value guarantees.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | $ | | | | $ | | |
Variable lease costs | | | | | | | | | |
| | | | | | |
| Statement of cash flows | | | | | | |
| Cash 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 sheet | | | | | | |
| ROU 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 year | | | | | | |
| Remaining operating lease term | | years | | years | | |
| Discount rate | | | % | | | % | | |
Lease costs arising from finance leases, short-term leases, and sublease income are not material. See Note 3 for additional information relating to finance leases.
| | 2026 | | | |
| 2027 | | | |
| 2028 | | | |
| 2029 | | | |
| 2030 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 14.
million, $ million and $ million, respectively, related to its defined contribution plans.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | $ | | | | $ | | | | $ | | | 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/(gain) | | $ | | | | $ | | | | $ | | | | $ | | |
Prior service (credits)/cost | | | | | | | | () | | | () | |
Net amount recognized | | $ | | | | $ | | | | $ | | | | $ | | |
Actuarial (gains)/losses experienced in 2024 for both domestic and non-U.S. pension plans were primarily driven by increases in the weighted average discount rates used to determine the projected benefit obligation when compared to 2023. For domestic pension plans, actuarial (gains)/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 (gains)/losses experienced in 2023 were principally driven by decreases 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/A | | N/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 |
| | | 2024 | | 2023 | | 2022 | | 2024 | | 2023 | | 2022 |
Weighted average assumptions used to determine net benefit cost/(income) | | | | | | | | | | | | |
Discount rate - service cost | | N/A | | N/A | | N/A | | | % | | | % | | | % |
Discount rate - interest cost | | | % | | | % | | | % | | | % | | | % | | | % |
Interest crediting rate for cash balance plans | | | % | | | % | | | % | | | % | | | % | | | % |
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 | | | | | | |
| | $ | | | Fair value of plan assets | | | | | | |
The measurement date used to determine benefit information is December 31 for all plan assets and benefit obligations.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | 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, 2024. 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.
| | $ | | | | 2026 | | | | | | |
| 2027 | | | | | | |
| 2028 | | | | | | |
| 2029 | | | | | | |
| 2030-2034 | | | | | | |
% 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, multi-asset funds, alternative investments, real estate funds and derivative funds with the target asset allocations ranging from approximately % - % 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.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | $ | | | | $ | | | | $ | | | | $ | | | 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. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, | | Quoted
prices in
active
markets | | Significant
other
observable
inputs | | Significant
unobservable
inputs | | Not subject to leveling (a) |
| (In millions) | | 2023 | | (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 | | | | | | | | | | | | | | | |
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. |
The tables above present the fair value of the company’s plan assets in accordance with the fair value hierarchy (Note 1). Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts of these investments presented in the above tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total pension plan assets. These investments were also redeemable at the balance sheet date or within limited time restrictions.
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 15.
% | | | % | | | % | Risk free interest rate | | | % | | | % | | | % |
Expected life of options (years) | | | | | | |
Expected annual dividend | | | % | | | % | | | % |
Weighted average per share grant-date fair values of options granted | | $ | | | $ | | | $ | |
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, 2024 | | | | | $ | | | | | | $ | | |
Vested and unvested expected to vest at December 31, 2024 | | | | | $ | | | | | | $ | | |
Exercisable at December 31, 2024 | | | | | $ | | | | | | $ | | |
As of December 31, 2024, there was $ million of total unrecognized compensation cost related to unvested stock options granted. The cost is expected to be recognized through 2028 with a weighted average amortization period of years.
Restricted Share/Unit Awards
| | $ | | | Granted | | | | | | |
| Performance adjustments | | () | | | | |
| |
Vested | | () | | | | |
Forfeited | | () | | | | |
Unvested at December 31, 2024 | | | | | $ | | |
THERMO FISHER SCIENTIFIC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2024, there was $ million of total unrecognized compensation cost related to unvested restricted stock unit awards. The cost is expected to be recognized through 2028 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 2024, 2023 and 2022 under the employee stock purchase plan.
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, 2024, 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, 2024 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, the company’s management concluded that, as of December 31, 2024, the company’s internal control over financial reporting was effective.
The company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the company’s internal control over financial reporting as of December 31, 2024, 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 19, 2025, the Board of Directors of the company amended and restated the company’s By-Laws, effective immediately, in connection with its periodic review of corporate governance matters, including recent developments in Delaware case law. Among other things, the amendments to the By-laws update the advance notice and proxy access provisions to make certain clarifying and procedural changes. 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 June 11, 2025. The foregoing exercises and sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and ., , an , a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Shafer’s plan is for the sale of up to shares of company stock, and the exercise of vested stock options and the associated sale of up to shares of company common stock, through December 12, 2025. The foregoing exercises and sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and .Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
THERMO FISHER SCIENTIFIC INC.
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 information with respect to our required by this Item will be contained in our Proxy Statement under “Executive compensation” and is incorporated in this report by reference.
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 |
| 3.1 | | |
| 3.2 | | |
| 3.3 | | |
| 3.4 | | |
| | 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 | | |
THERMO FISHER SCIENTIFIC INC.
| | | | | | | | |
| Exhibit Number | | Description of Exhibit |
| 4.2 | | |
| 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 | | |
| 4.5 | | |
| 4.6 | | |
| 4.7 | | |
| 4.8 | | |
| 4.9 | | |
| 4.10 | | |
| 4.11 | | |
| 4.12 | | |
| 4.13 | | |
| 4.14 | | |
| 4.15 | | |
| 4.16 | | |
| 4.17 | | Indenture, dated as of August 9, 2016, among Thermo Fisher Scientific (Finance I) B.V. (Thermo Fisher International), as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed August 9, 2016 [File No. 1-8002] and incorporated in this document by reference). |
| 4.18 | | 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). |
| 4.19 | | 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). |
| 4.20 | | 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.
| | | | | | | | |
| Exhibit Number | | Description of Exhibit |
| 10.2 | | |
| 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 | | |
| 10.5 | | |
| 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 | | |
| 10.8 | | |
| 10.9 | | |
| 10.10 | | |
| 10.11 | | |
| 10.12 | | |
| 10.13 | | |
| 10.14 | | |
| 10.15 | | |
| 10.16 | | |
| 10.17 | | |
| 10.18 | | |
| 10.19 | | |
| 10.20 | | |
| 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).* |
THERMO FISHER SCIENTIFIC INC.
| | | | | | | | |
| Exhibit Number | | Description of Exhibit |
| 10.22 | | |
| 10.23 | | |
| 10.24 | | |
| 10.25 | | |
| 10.26 | | |
| 10.27 | | |
| 10.28 | | |
| 10.29 | | |
| 10.30 | | |
| 10.31 | | |
| 10.32 | | |
| 10.33 | | |
| 10.34 | | |
| 10.35 | | |
| 10.36 | | |
| 10.37 | | |
| 10.38 | | |
| 10.39 | | |
| 10.40 | | |
| 10.41 | | |
THERMO FISHER SCIENTIFIC INC.
| | | | | | | | |
| Exhibit Number | | Description of Exhibit |
| 10.42 | | |
| 10.43 | | |
| 10.44 | | |
| 10.45 | | |
| 10.46 | | |
| 10.47 | | |
| 10.48 | | |
| 10.49 | | |
| 10.50 | | |
| 10.51 | | |
| 10.52 | | |
| 10.53 | | |
| 10.54 | | |
| 10.55 | | |
| 10.56 | | |
| 10.57 | | |
| 10.58 | | |
| 19 | | |
| 21 | | |
| 22 | | |
| 23.1 | | |
| 31.1 | | |
| 31.2 | | |
| 32.1 | | |
| 32.2 | | |
| 97 | | Clawback Policy (filed as Exhibit 97 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 [File No. 1-8002] and incorporated in this document by reference).* |
THERMO FISHER SCIENTIFIC INC.
| | | | | | | | |
| Exhibit Number | | Description of Exhibit |
| 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 20, 2025 | 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 20, 2025. | | | | | | | | | | | | | | |
| | | | |
| | | | |
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/ Debora L. Spar |
| Nelson J. Chai | | | Debora L. Spar |
| Director | | | Director |
| | | | |
| | | | |
By: | /s/ Ruby R. Chandy | | By: | /s/ Scott M. Sperling |
| Ruby R. Chandy | | | Scott M. Sperling |
| Director | | | Director |
| | | | |
| | | | |
By: | /s/ C. Martin Harris | | By: | /s/ Dion J. Weisler |
| C. Martin Harris | | | Dion J. Weisler |
| Director | | | Director |
| | | | |
| | | | |
By: | /s/ Tyler E. Jacks | | | |
| Tyler E. Jacks | | | |
| Director | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Similar companies
See also ROCKWELL AUTOMATION, INC -
Annual report 2023 (10-K 2023-09-30)
Annual report 2023 (10-Q 2023-12-31)
See also TRIMBLE INC. -
Annual report 2022 (10-K 2022-12-30)
Annual report 2023 (10-Q 2023-09-29)
See also ONTO INNOVATION INC. -
Annual report 2022 (10-K 2022-12-31)
Annual report 2023 (10-Q 2023-09-30)
See also Mirion Technologies, Inc. -
Annual report 2022 (10-K 2022-12-31)
Annual report 2023 (10-Q 2023-09-30)
See also FARO TECHNOLOGIES INC -
Annual report 2022 (10-K 2022-12-31)
Annual report 2023 (10-Q 2023-09-30)
Open main menu