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THERMO FISHER SCIENTIFIC INC. - Quarter Report: 2024 March (Form 10-Q)

          )  )      )      
Stock-based compensation
  
Other non-cash expenses, net
  Changes in assets and liabilities, excluding the effects of acquisitions()()
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()()
Other investing activities, net
  
Net cash used in investing activities
()()Financing activities
Net proceeds from issuance 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 in cash, cash equivalents and restricted cash
()()
Cash, cash equivalents and restricted cash at beginning of period
  
Cash, cash equivalents and restricted cash at end of period
$ $ 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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THERMO FISHER SCIENTIFIC INC.


CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
(Unaudited)

 Redeemable Noncontrolling InterestCommon StockCapital in Excess of Par ValueRetained EarningsTreasury StockAccumulated Other Comprehensive ItemsTotal
Thermo Fisher Scientific Inc. Shareholders’ Equity		Noncontrolling InterestsTotal Equity
(In millions)SharesAmountSharesAmount
Three months ended March 30, 2024
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 items
()— — — — — —   —  
Contributions from (distributions to) noncontrolling interest— — — — — — — — — ()()
Excise tax from stock repurchases— — — — — — ()— ()— ()
Balance at March 30, 2024$  $ $ $  $()$()$ $()$ 
Three months ended April 1, 2023
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 items
 — — — — — —   —  
Excise tax from stock repurchases— — — — — — ()— ()— ()
Balance at April 1, 2023$  $ $ $  $()$()$ $ $ 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1.    
 $ Work in process  Finished goods  Inventories$ $ 
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 2.    
Proposed Acquisition
On October 17, 2023, the company entered into a purchase agreement to acquire all of the issued and outstanding shares of Olink Holding AB (publ) at a price of $ per share, or approximately $ billion. Olink is a leading provider of next-generation proteomics solutions that will expand the company’s capabilities in this field. The company has commenced a tender offer to acquire all of the American Depositary Shares and common shares of Olink. The transaction is expected to close by mid-year 2024, subject to the satisfaction of customary closing conditions including receipt of applicable regulatory approvals, and completion of the tender offer. Upon completion, Olink will become part of the Life Sciences Solutions segment. The company intends to finance the purchase price with cash on hand and the net proceeds from issuances of debt.
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.
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 $ 
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)
()()$ $       $ 
Each reportable segment earns revenues from consumables, instruments and services in North America, Europe, Asia-Pacific and other regions. See Note 4 for revenues by reportable segment and other geographic data.
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 .
Contract-related Balances
 $  $   $ 
Note 5.    
 % %
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
()()
Provision for (reversal of) valuation allowances, net
  
Withholding taxes
  
Additions for tax positions of prior years
 
Reductions for tax positions of prior years
()April 1,     
Note 7.    
% -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)
 %  
% -Year Senior Notes, Due 10/20/2032 (Japanese yen-denominated)
 %  
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
% -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 10 for fair value information pertaining to the company’s long-term borrowings.
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 March 30, 2024, borrowings were outstanding under the Facility, although available capacity was reduced by immaterial outstanding letters of credit.
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 and euro-denominated fixed rate senior notes and Japanese 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 Japanese 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 March 30, 2024.
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 March 30, 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.
Note 8.    
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THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 9.    
)$ $()$()$()
Other comprehensive income/(loss) before reclassifications
 ()   
Amounts reclassified from accumulated other comprehensive income/(loss)
     
Net other comprehensive income/(loss)
 ()   Balance at March 30, 2024$()$()$()$()$()
Note 10.    
 $ $ $ Bank time deposits    
Investments
    
Insurance contracts
    
Derivative contracts
    
Total assets
$ $ $ $ 
Liabilities
Derivative contracts
$ $ $ $ 
Contingent consideration
    
Total liabilities
$ $ $ $ 
16

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 $ $ $ Bank time deposits    
Investments
     $ )) $ 
Derivative Contracts
 $ 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  
17

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 $ $ $ 
Derivatives not designated as hedging instruments
Currency exchange contracts (b)
    2023     ) 
Gains and losses recognized on currency exchange contracts are included in the accompanying statements of income together with the corresponding, offsetting losses and gains on the underlying hedged transactions.
The company uses foreign currency-denominated debt, certain foreign currency-denominated payables, and cross-currency interest rate swaps to partially hedge its net investments in foreign operations against adverse movements in exchange rates. A portion of the company’s euro-denominated senior notes, certain foreign currency-denominated payables, and its cross-currency interest rate swaps have been designated as, and are effective as, economic hedges of part of the net investment in a foreign operation. Accordingly, foreign currency transaction gains or losses due to spot rate fluctuations on the euro-denominated debt instruments and certain foreign currency-denominated payables, and contract fair value changes on the cross-currency interest rate swaps, excluding interest accruals, are included in currency translation adjustment within other comprehensive items and shareholders’ equity.
See Note 1 to the consolidated financial statements for 2023 included in the company’s Annual Report on Form 10-K for additional information on the company’s risk management objectives and strategies.
18

THERMO FISHER SCIENTIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 $ $ $ 
Other
    $ $ $ $ 
The fair value of debt instruments, excluding private placement notes, was determined based on quoted market prices and on borrowing rates available to the company at the respective period ends, which represent level 2 measurements. The fair value of private placement notes was determined based on internally developed pricing models and unobservable inputs, which represent level 3 measurements.
Note 11.    
 $ 
Declared but unpaid dividends
  
Issuance of stock upon vesting of restricted stock units
  
Excise tax from stock repurchases
         ))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 the first quarter of 2023. In the first quarter of 2024 and 2023, the company’s net interest expense was reduced by approximately $65 million and $17 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 the first quarter of 2024 and 2023 also includes $10 million and $(43) million, respectively, of net gains/(losses) on investments.
The company’s GAAP tax rate increased in the first quarter of 2024 compared to 2023 due to $176 million of expense, net, primarily for a provision associated with a tax audit recorded in the first quarter of 2024. The company’s 2024 and 2023 GAAP and adjusted tax rates were also impacted by $102 million and $144 million, respectively, of tax benefits resulting from capital losses generated as part of intra-entity transactions (Note 5).
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 are higher than its income tax expense for financial reporting purposes and are expected to total approximately $1.60 billion in 2024.
The company expects its GAAP effective tax rate in 2024 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 10.5% in 2024.
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, aside from any resulting one-time adjustment to the company’s deferred tax balances to reflect a new rate.
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.
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THERMO FISHER SCIENTIFIC INC.
(In millions)March 30, 2024December 31, 2023
Cash and cash equivalents$5,499 $8,077 
Short-term investments1,751 3 
Total debt35,608 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 March 30, 2024, the company’s short-term obligations and current maturities of long-term obligations totaled $4.45 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 7). 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 March 30, 2024, no borrowings were outstanding under the company’s revolving credit facility, although available capacity was reduced by immaterial outstanding letters of credit.
 Three months ended
(In millions)March 30, 2024April 1, 2023
Net cash provided by operating activities
$1,251 $729 
Net cash used in investing activities
(2,030)(3,142)
Net cash used in financing activities
(1,821)(2,593)
Free cash flow (non-GAAP measure)
908 277 
20230.06 908 $277 
(a) Adjusted results in 2024 and 2023 exclude charges for inventory write-downs associated with large-scale abandonment of product lines. Adjusted results in 2023 exclude $10 million of charges for the sale of inventory revalued at the date of acquisition.
(b) Adjusted results in 2024 and 2023 exclude certain third-party expenses, principally transaction/integration costs related to recent acquisitions, and charges/credits for changes in estimates of contingent acquisition consideration.
(c) Adjusted results in 2024 and 2023 exclude restructuring and other costs consisting principally of severance, impairments of long-lived assets, abandoned facilities, and other expenses of headcount reductions and real estate consolidations. Adjusted results in 2023 also exclude $18 million of net charges for pre-acquisition litigation and other matters.
(d) Adjusted results in 2024 and 2023 exclude net gains/losses on investments.
(e) Adjusted results in 2024 and 2023 exclude incremental tax impacts for the reconciling items between GAAP and adjusted net income, incremental tax impacts as a result of tax rate/law changes, and the tax impacts from audit settlements.
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THERMO FISHER SCIENTIFIC INC.
Critical Accounting Policies and Estimates
Management’s Discussion and Analysis and Note 1 to the Consolidated Financial Statements of the company’s Annual Report on Form 10-K for 2023 describe the significant accounting estimates and policies used in preparation of the consolidated financial statements. There have been no significant changes in the company’s critical accounting policies during the first three months of 2024.
Recent Accounting Pronouncements
A description of recently issued accounting standards is included under the heading “Recent Accounting Pronouncements” in Note 1.
Item 3.    Quantitative and Qualitative Disclosures About Market Risk
The company’s exposure to market risk from changes in interest rates and currency exchange rates has not changed materially from its exposure discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Item 4.    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 March 30, 2024, that have materially affected or are reasonably likely to materially affect the company’s internal control over financial reporting.
PART II    OTHER INFORMATION
Item 1.    Legal Proceedings
There are various lawsuits and claims against the company involving product liability, intellectual property, employment and commercial issues. See Note 8 to our Condensed Consolidated Financial Statements under the heading “Commitments and Contingencies.”
Item 1A.    Risk Factors
The risks that we believe are material to our investors are discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2023 under the caption “Risk Factors,” which is on file with the SEC.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
A summary of the share repurchase activity for the company’s first quarter of 2024 follows:
PeriodTotal number of shares purchasedAverage 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 January (Jan. 1 - Feb. 3)5,523,139 $543.17 5,523,139 $1,000 
Fiscal February (Feb. 4 - Mar. 2)— — — 1,000 
Fiscal March (Mar. 3 - Mar. 30)— — — 1,000 
Total first quarter5,523,139 $543.17 5,523,139 $1,000 
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THERMO FISHER SCIENTIFIC INC.
(1)    Amounts exclude excise taxes and other transaction costs.
(2)    On November 14, 2023, 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. All of the shares of common stock repurchased by the company during the first quarter of 2024 were under this program.
Item 5.    Other Information
, , our , a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Williamson’s plan is for the exercise of vested stock options and the associated sale of up to shares of company common stock through February 26, 2025. The foregoing exercises or sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and February 27, 2025., , our , a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Pettiti’s plan is for the sale of up to shares of company common stock through April 28, 2025. The foregoing 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 April 30, 2025.
Item 6.    Exhibits
Exhibit
Number		Description of Exhibit
10.1
10.2
10.3
10.4
10.5
10.6
10.7
31.1
31.2
32.1
32.2
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.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Calculation Linkbase Document.
101.DEFXBRL Taxonomy Definition Linkbase Document.
101.LABXBRL Taxonomy Label Linkbase Document.
101.PREXBRL Taxonomy Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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.
 _______________________
*    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.
29

SIGNATURES
Pursuant to the requirements 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:May 3, 2024THERMO FISHER SCIENTIFIC INC.
/s/ Stephen Williamson
Stephen Williamson
Senior Vice President and Chief Financial Officer
/s/ Joseph R. Holmes
Joseph R. Holmes
Vice President and Chief Accounting Officer

30

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